TCR_Public/140514.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 14, 2014, Vol. 18, No. 132

                            Headlines

24 HOUR FITNESS: S&P Rates $500MM Sr. Unsecured Notes 'CCC+'
301 PLAZA: Case Summary & 20 Largest Unsecured Creditors
ALLIED IRISH: Files First Quarter Interim Management Statement
ARGENTINA: Supreme Court Weighs Aid to Holders of Debt
AUTOCANADA INC: S&P Assigns 'BB-' CCR & Rates Proposed Debt 'B+'

AVIS BUDGET: S&P Raises CCR to 'BB-' & Removes Rating From Watch
BAPTIST HOME: Amends Cozen O'Connor Employment Application
BAPTIST HOME: Employs KPMG CF as Fin'l Advisor and Banker
BERRY PLASTICS: Announces Tender Offer and Consent Solicitation
BIOFUEL ENERGY: Amends 2013 Annual Report to Add Part III

BIOLIFE SULUTIONS: Amends 2013 Annual Report
BOX SHIPS: In Talks with Lenders to Obtain Covenant Breach Waiver
BRAFFITS CREEK: Cohen Braffits Files Plan & Disclosure Statement
BRAFFITS CREEK: UST Wants Court to Convert or Dismiss Case
BRIXMOR LLC: S&P Puts 'B' CCR on CreditWatch Positive

BURGER KING: S&P Revises Outlook to Pos. & Raises Rating to 'B+'
CASA ANTIGUA: Condo Units to Be Sold At June 20 Foreclosure Sale
CEK DISTRIBUTORS: Case Summary & 6 Largest Unsecured Creditors
CELL THERAPEUTICS: Incurs $29 Million Net Loss in First Quarter
CELL THERAPEUTICS: Had $29.3MM Net Financial Standing at March 31

CHENIERE ENERGY: S&P Raises Corp. Credit Rating to 'BB'
CHINA NATURAL: Judge Axes Ch. 11 Exclusivity Extension
CLEAR EDGE: Taps Insolvency Services as Noticing & Claims Agent
CLEAR EDGE: Employs Dorsey & Whitney as Bankruptcy Counsel
CLEAR EDGE: Hires Gerbsman Partners as Financial Advisors

CLEAR EDGE: Seeks to Continue Use of Cash Management System
COATES INTERNATIONAL: To Convert Paid-In Capital to Demand Notes
COMMUNICATION INTELLIGENCE: Obtains $2MM Unsecured Line of Credit
COMARCO INC: Reports $2 Million Net Loss in Fiscal 2014
COMPASS GROUP: S&P Affirms 'BB-' Corp. Credit Rating

COMPETITIVE TECHNOLOGIES: Amends 2013 Annual Report
COMPETITIVE TECHNOLOGIES: Asserts Rights Over Calmare Product
CORINTHIAN COLLEGES: Receives Credit Facility Waiver
DBSI INC: Former Execs Say Jurors 'Misled' Amid Acquittal Push
DETROIT, MI: Snyder Says Progress Being Made on $350MM for City

DIALOGIC INC: Amends 2013 Annual Report
DRIPPING SPRINGS: Foreclosure Sale Set for June 12
DUCOMMUN INC: S&P Affirms 'B+' Corp. Credit Rating
EL MIRAGE MARKET: Case Summary & 19 Largest Unsecured Creditors
ELEPHANT TALK: Amends 2013 Annual Report

EMPIRE RESORTS: Top Stockholder Exercises Subscription Rights
ENERGY FUTURE: 7-Member Committee Named for TCEH Debtors & EFHCS
ENERGY FUTURE: May 22 Hearing on Wilmington Savings Discovery Bid
ENERGY FUTURE: Bankruptcy's Silver Lining for Coal Power Plants
ENERGY XXI: S&P Assigns 'B' Rating to $300MM Sr. Unsecured Debt

ENVISION HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB-'
EVANS & SUTHERLAND: Incurs $551,000 Net Loss in 1st Quarter
FAMILY MEMORIALS: Delays Filing; OSC Issues Temporary MCTO
FINJAN HOLDINGS: Annual Stockholders' Meeting Set on July 10
FIRST PHYSICIANS: Posts $3.6 Million Net Income in First Quarter

FIRSTPLUS FINANCIAL: Judge Trims Attys' Fees in Racketeering Case
FISKER AUTOMOTIVE: Seeks More Time To Finalize Ch. 11 Plan
FOUNDATION HEALTHCARE: To Hold "Say-on-Pay" Votes Every 3 Years
GENERAL MOTORS: U.S. Lost $11.2-Bil. in Bailout, TARP Report Says
GENERAL MOTORS: Wants Ignition Switch Suits Stayed

GENESIS ENERGY: S&P Rates $300MM Sr. Unsecured Notes 'B'
GLOBAL AVIATION: Gets Nod For Ch. 11 Forbearance Deal
GOODMAN NETWORKS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
GROUP 1 AUTOMOTIVE: S&P Rates $300MM Sr. Unsecured Notes 'BB'
GYMBOREE CORP: S&P Lowers CCR to 'CCC+'; Outlook Developing

HAMPTON CAPITAL: Wants CCA Global to Return $180,229
HAMPTON CAPITAL: Files Avoidance Suit v. National Floorcovering
HARLAN LABORATORIES: S&P Withdraws 'CCC' Rating on Acquisition
HARRIS LAND: Secured Lender Asks Court to Dismiss Ch. 11 Case
HASHFAST TECHNOLOGIES: Facing Involuntary Chapter 7 Petition

IMH FINANCIAL: Completes Issuance of Notes and Rights Offerings
INTERLEUKIN GENETICS: Amends 2013 Form 10-K to Add Disclosure
IPC INTERNATIONAL: Asks Court to Approve Wickman and Noyes Deal
KAISER ALUMINUM: S&P Raises Corp. Credit Rating to 'BB'
KRIEG FAMILY: Assets to Be Sold at June 18 Foreclosure Auction

LPATH INC: Incurs $3.3 Million Net Loss in First Quarter
LUCID INC: Incurs $1.8 Million Net Loss in First Quarter
LUCID INC: Amends 2013 Annual Report
METEX MFG: Supplements to Reorganization Plan Filed
MF GLOBAL: Former Execs Again Seek $10M More For Defense Costs

MISSION NEWENERGY: Ends March With $1 Million in Cash
MOBILESMITH INC: Amends 2013 Annual Report to Add Omitted Info.
MMRGLOBAL INC: Amends 2013 Annual Report
MONEY CENTERS: CEO Says Ch. 11 Trustee Would Hurt Recovery
MOTORCAR PARTS: To Sell $100 Million Worth of Securities

NATIONAL AIRLINES: Former Exec Asks High Court to Ax Tax Liability
NEOMEDIA TECHNOLOGIES: Posts $242.6 Million Net Income in Q1
NEONODE INC: CFO Brunton Plans to Retire
NII HOLDINGS: Amends 2013 Annual Report to Add Disclosure
NORTHWIND KENNELS: Voluntary Chapter 11 Case Summary

OHCMC-OSWEGO: May 15 Hearing on Motion to Schedule Bar Date
OHCMC-OSWEGO: May 15 Status Hearing on Freeborn as Counsel
OHCMC-OSWEGO: Withdraws Bid to Employ Rally as Sales Agent
OMNICOMM SYSTEMS: Amends Report on 2011 Meeting Results
ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013

ORMET CORP: Payoff Letter Approved
PALM DRIVE: May 16 Hearing on Bid to Reject Unexpired Leases
PALM DRIVE: Owens & Minor Wants to Set Off Claim
PEREGRINE FINANCIAL: CFTC's $645M Fine Wins Judge's Approval
PINNACLE FOODS: S&P Puts 'B+' CCR on CreditWatch Positive

PLANDAI BIOTECHNOLOGY: Amends 2013 and 2012 Annual Reports
PLC SYSTEMS: Amends 2013 Annual Report to Add Part III
PLUG POWER: Obtains $116.3 Million From Stock Offering
POLYPORE INTERNATIONAL: S&P Withdraws Ratings Including 'BB-' CCR
QUARTZ HILL: Court Reinstates Chapter 11 Cases

QUARTZ HILL: Responds to Creditors Request for Cases Dismissal
QUIZNOS: Bankruptcy Court Confirms Pre-Pack Reorganization Plan
RAMS ASSOCIATE: Court Confirms 2nd Modified Reorganization Plan
REFCO PUBLIC COMMODITY: Voluntary Chapter 11 Case Summary
RESPONSE BIOMEDICAL: Stockholders Elect 8 Directors

RESTORA HEALTHCARE: Court Approves Additional Executive Officers
RESTORA HEALTHCARE: Ombudsman Hires Vernon Consulting as Advisor
RESTORGENEX CORP: Obtains $11.1 Million From Private Placement
REVSTONE INDUSTRIES: PBGC Rips 'Wasteful' Bid to Oust It
RICEBRAN TECHNOLOGIES: Amends 2013 Annual Report

RIVERWALK JACKSONVILLE: Taps Aaronson Schantz as Counsel
SCH-TRIDENT LTD: Section 341(a) Meeting Set on May 30
SEANERGY MARITIME: Signs Agreement for Equity Contribution
SECUREALERT INC: Elli Sabag May Sell 236,469 Common Shares
SOLAR POWER: Amends 2013 Annual Report to Add Part III

SOUTH FLORIDA SOD: Orange Hammock Ranch Purchases Real Property
SOUTHGOBI RESOURCES: Coal Prices Remain Under Pressure in 2014
SPECIALTY HOSPITAL: Petitioning Creditors Want Ch. 11 Trustee
SPENDSMART PAYMENTS: Isaac Blech Reports 14.3% Equity Stake
STANADYNE HOLDINGS: Has Deal to Sell Filtration Business

STEINWAY MUSICAL: S&P Affirms 'B' Corp. Credit Rating
SUBURBAN PROPANE: S&P Assigns 'BB-' Rating to $525MM Sr. Notes
SUN GROVE SENIOR: Foreclosure Auction Set for June 13
SURTRONICS INC: Case Dismissal Bid Denied
THERMOENEGY CORP: Amends 2013 Form 10-K to Add Part III

THINKFILM LLC: Investor Can't Ditch Aramid Contract Claims
TRANS ENERGY: Defaults Under ASD Credit Agreement
TREEHOUSE FOODS: S&P Assigns 'BB' Rating to $1.2BB Loan Facility
TRUE RELIGION: S&P Lowers CCR to 'B-' On Weak Performance
US AIRWAYS: Pilots Ask High Court To Review ERISA Appeal

VICTORY ENERGY: Intends to Acquire Fairway Project for $6-Mil.
VIGGLE INC: Closes $35 Million Public Offering of Common Stock
VISION INDUSTRIES: Acting Chief Financial Officer Quits
VYCOR MEDICAL: Completes Offering of $929,860 in Units
WAVE SYSTEMS: Reduces Q1 Net Loss to $3.3 Million

WM SIX FORKS: Asks Court for Final Decree Closing Case
WORLDCOM INC: Verizon Urges High Court To Review IRS' Claim

* Ga. Justices Urged to Say Bank Dirs. Can Be Personally Liable
* Judges Consider What Defines Insider Trading

* Chartis Can't Dodge Suit Over Losses on $103M Hotel Loan
* Pacific Oil Gets Approval for 67 Oil Well Acquisition
* Senators Delay Action on Fannie Mae Amid Democrats' Rift
* Stress Tests Forecast $190B in Losses at Fannie Mae, Freddie Mac
* Two Giant Banks, Seen as Immune, Become Targets
* U.S. Wins $1.2-Mil. Penalty Against Bank for Aiding Payday Loans

* Global And Domestic Hurdles May Rattle Auto Parts Sector
* Jobless Claims Rise More Than Forecast in Easter Holiday Week
* Ratings Firms Ride Bond Resurgence

* Scott Rose Joins Parker Ibrahim as Securities Litigation Chair


                             *********


24 HOUR FITNESS: S&P Rates $500MM Sr. Unsecured Notes 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned California-based 24
Hour Fitness WorldWide Inc.'s proposed $500 million in senior
unsecured notes our 'CCC+' issue-level rating, with a recovery
rating of '6', indicating S&P's expectations for negligible
recovery (0%-10%). 24 Hour Holdings III LLC is the issuer of this
debt.

The 'B' corporate credit rating and stable outlook are unaffected
by this rating action, which follows S&P's April 29th, 2014,
assignment of a 'B+' issue-level rating and '2' recovery rating to
the company's proposed $150 million revolving credit facility and
$850 million term loan.  The '2' recovery rating indicates S&P's
expectations for a substantial recovery (70%-90%) for lenders in
the event of default.

S&P's assessment of 24 Hour's business risk profile as "fair"
reflects the competitive nature of the fitness club operating
environment, low barriers to entry, and high customer attrition in
the industry, as well as the vulnerability to economic cycles and
exposure to consumer discretionary spending, which can be
volatile.  However, S&P believes 24 Hour's geographic diversity
and solid market position, with club clusters in several
metropolitan areas, modestly offset these factors.

S&P's assessment of 24 Hour's financial risk profile as "highly
leveraged" is driven by S&P's expectation for operating lease-
adjusted leverage to remain around 6x over the intermediate term.
While adjusted leverage will spike modestly above 6x as a result
of this transaction, S&P believes it will decrease to just below
6x in 2015 as a result of modest EBITDA growth, fueled in part by
24 Hour's continued increases in membership pricing and geographic
expansion.

S&P's assessment of 24 Hour's financial risk profile as highly
leveraged also reflects its financial policy assessment, based on
the company's ownership by financial sponsors AEA Investors and
Teachers' Private Capital.  These financial sponsors will own a
substantial majority of 24 Hour following this transaction, which
means that the financial sponsors will be able to drive the
company's leverage and financial policy.

The stable outlook reflects S&P's belief that membership trends,
including total members and attrition, will remain fairly stable
over the intermediate term and that there will be no significant
leveraging events over the near term.  S&P believes these trends
will help sustain adjusted leverage around 6x and adjusted
interest coverage in the mid-2x area.


301 PLAZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 301 Plaza, Inc.
        19727 Oakbrook Circle
        Boca Raton, FL 33434

Case No.: 14-20857

Chapter 11 Petition Date: May 12, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Charles I Cohen, Esq.
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Email: ccohen@furrcohen.com

Total Assets: $2.25 million

Total Liabilities: $5.64 million

The petition was signed by Paul W. Levine, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-20857.pdf


ALLIED IRISH: Files First Quarter Interim Management Statement
--------------------------------------------------------------
Allied Irish Banks, p.l.c., announced its Q1 2014 interim
management statement on May 12, 2014.

Chief Executive Officer David Duffy said, "AIB returned to
profitability in Q1 2014 and progress is evident across a number
of fronts.  We are delivering our stated objectives which include
increases in new lending drawdowns, the recent EU Commission's
approval of our restructuring plan, improvement in the cost of
funding and capital position, supporting customers in financial
difficulty and a decrease in overall impaired loans.

"Our operating performance is trending positively and
notwithstanding the challenges that lie ahead, I believe the bank
will continue to deliver against our strategic objectives.  The
bank expects that discussions with the State regarding
simplification of the bank's capital structure will continue into
H2 2014.  We remain focused on supporting Irish economic recovery,
continuing to build profitability and ultimately returning capital
to the State."

Total assets reduced by c. EUR4bn to EUR114bn in Q1 2014 driven by
a strategic reduction in the AFS portfolio, repayment of NAMA
Senior Bonds and net loan reduction.  NAMA Senior Bonds were c.
EUR13.5bn at March 31, 2014, following a repayment of c. EUR2bn in
the quarter.

Following the bank's announcement in March 2014 in respect of
simplification of the capital structure, discussions with the
Department of Finance have commenced in relation to the possible
conversion of some or all of the EUR3.5bn 2009 Preference Shares
into ordinary shares and options in respect of the Contingent
Capital Notes.

AIB hopes to reach agreement in relation to these discussions with
the Department of Finance during H2 2014 and as part of these
discussions the bank will consider options in respect of repayment
of capital to the State.  The bank will also consider a share
capital reduction to create further distributable reserves.

A full-text copy of the Interim Report is available for free at:

                         http://is.gd/bqsdhp

                        Tender Offer Results

EBS Limited, a wholly owned subsidiary of AIB, announced the final
results of its invitations to holders of the Bonds issued by
Emerald to tender those Bonds for purchase by EBS.

EBS has received tender instructions for EUR320,296,663 in
aggregate (amortised) principal amount of Bonds, and has decided
to set the final acceptance amount at EUR105,116,978 in aggregate
(amortised) principal amount of Bonds.

Further details of the pricing and final results are contained in
the announcement made by EBS (which is available at the following
Web site link http://is.gd/cNCciD

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion
of net interest income for the year ended Dec. 31, 2013, as
compared with a loss of EUR3.55 billion on EUR1.10 billion of net
interest income in 2012.  Allied Irish incurred a net loss of
$2.32 billion in 2011.  At Dec. 31, 2013, the Company had
EUR117.73 billion in total assets, EUR107.24 billion in total
liabilities and EUR10.49 billion in total shareholders' equity.


ARGENTINA: Supreme Court Weighs Aid to Holders of Debt
------------------------------------------------------
Adam Liptak, writing for The New York Times, reported that the
Supreme Court seemed inclined to offer at least modest help to
Argentina?s creditors.

According to the report, the issue before the justices was in some
ways a minor one, and they will soon decide whether to hear a
second and more significant case arising from Argentina?s 2001
default on billions of dollars of debt. That case is an appeal by
Argentina of a lower court?s decision in favor of hedge funds that
held about $1.3 billion in Argentine bonds.

The question for the justices at the argument was whether federal
courts in the United States may issue subpoenas to banks to help
creditors who have won judgments against Argentina find assets
around the world, the report related.  Several justices seemed
prepared to allow subpoenas for some information, though some of
them suggested the creditors? requests had been too sweeping.

Theodore B. Olson, a lawyer for the bondholders in both cases,
said they were entitled to detailed information because Argentina
had been disguising and hiding its assets, the report further
related.  "If it?s an airline that says Argentine Air Force on the
side of it," he said, "it still could be commercial property. We
need to know what those assets are."

Chief Justice John G. Roberts Jr. said that request went too far.
"Doesn?t that seem pretty extraordinary?" he asked, adding:
"That?s pretty intrusive at a sovereign level to say you can find
out how many jet fighters Argentina happens to have," the report
added.


AUTOCANADA INC: S&P Assigns 'BB-' CCR & Rates Proposed Debt 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate credit rating to AutoCanada Inc.  The outlook
is stable.

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating and '5' recovery rating to AutoCanada Inc.'s proposed
C$150 million senior unsecured notes due 2021.  The '5' recovery
rating on the senior unsecured notes indicates S&P's expectation
that lenders would receive modest (10%-30%) recovery in the event
of default.  S&P expects AutoCanada to use the proceeds of the
debt issue to refinance current debt as well as to fund, in part,
a number of pending dealership acquisitions.

The ratings on AutoCanada reflect Standard & Poor's assessment of
the company's business risk profile as "fair" and its financial
risk profile as "significant."

"Our fair business risk assessment on AutoCanada reflects the
company's solid position as a leading auto retailer in Canada, its
diverse and complementary revenue streams -- vehicle sales, parts
and services, and finance and insurance -- and the company's
continued good profitability, despite the competitive market,"
said Standard & Poor's credit analyst Arthur Wong.

S&P's financial risk assessment of significant is based on its
belief that the company's adjusted leverage will remain below 4x
and funds from operations (FFO)-to-debt will be above 20%, despite
the company's stated goal of increasing its pace of dealership
acquisitions.

AutoCanada is one of the largest auto retailers in Canada, with 34
franchised dealerships, and is the only publicly traded one in the
country.  The company has four business segments -- new car sales
(63% of revenues), used car sales (21%), parts and services (10%),
and finance and insurance (6%).  The parts and services segment
and finance and insurance operations are much higher margin
businesses and help diversify AutoCanada's revenue.

The stable outlook on AutoCanada reflects Standard & Poor's belief
that the company will continue to benefit from the expected
continued solid sales growth of light vehicles in Canada.
AutoCanada will also continue to diversify its brand sales as it
increases its dealership acquisition program, while maintaining
adjusted leverage at less than 4x.

S&P would lower the ratings on AutoCanada, should leverage exceed
5x over an extended period.  This could occur due to a more
aggressive acquisition plan, the company's failure to effectively
integrate acquired operations resulting in a drop in margins, or a
steep drop in demand for light vehicles if Canada slipped into a
recession.  S&P believes that the chances for these scenarios are
unlikely, however, given AutoCanada's stated goal of maintaining a
moderate leverage level, funding acquisitions with a mix of debt
and equity, management's track record of successfully integrating
acquired dealerships, and S&P's current views on the Canadian
economy.

To raise the rating, S&P would need to view AutoCanada's diversity
and size and scale on par with its 'BB' rated North American
peers.  The company's relatively smaller size, geographic
concentration in western Canada, and sales reliance on Chrysler
models compares unfavorably with those of its peers.
Alternatively, maintenance of credit measures consistent with an
intermediate financial risk profile (leverage less than 3x and FFO
to debt of more than 30%) could also support an upgrade, though
S&P thinks that is unlikely in the near term.


AVIS BUDGET: S&P Raises CCR to 'BB-' & Removes Rating From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Parsippany, N.J.-based Avis Budget
Group Inc. to 'BB-' from 'B+' and removed the rating from
CreditWatch, where S&P placed it with positive implications on
March 6, 2014.  The outlook is stable.

At the same time, S&P raised its issue-level rating on Avis
Budget's senior secured debt to 'BB+' from 'BB' and removed the
rating from CreditWatch positive.  The '1' recovery rating on the
debt remains unchanged, indicting S&P's expectation for very high
recovery (90%-100%) in the event of a default.

S&P also raised its rating on the company's senior unsecured debt
to 'B+' from 'B' and removed the rating from CreditWatch positive.
The '5' recovery rating on the debt remains unchanged, indicating
S&P's expectation that lenders would receive modest recovery (10%-
30%) in a payment default scenario.

The rating actions on Avis Budget (parent of the Avis and Budget
car rental brands, the Budget consumer truck rental brand, and the
Zipcar car sharing brand) reflect the company's improved credit
metrics, primarily due to solid operating earnings and lower
interest expense.  "We expect the company's credit metrics to
remain relatively consistent through 2015, and its operating
performance to improve, with continued synergies from the Avis
Europe and Zipcar acquisitions offsetting incremental debt to
finance growth," said Standard & Poor's credit analyst Betsy
Snyder.

The outlook is stable.  "We expect Avis Budget's credit metrics to
remain relatively consistent through 2015, with EBITDA interest
coverage in the mid-5x area, FFO to debt in the low 20% area, and
debt to EBITDA in the high 3x area," said Ms. Snyder.

S&P could raise the rating if the company's operating performance
exceeds its expectations, resulting in EBITDA interest coverage
exceeding 6x and FFO to debt remaining above 20% over a sustained
period.

S&P believes a downgrade is unlikely over the next year, but it
could take such an action if industry conditions weaken, causing
EBITDA interest coverage to fall to below 4.5x on a sustained
basis.


BAPTIST HOME: Amends Cozen O'Connor Employment Application
----------------------------------------------------------
The Baptist Home of Philadelphia d/b/a Deer Meadows Retirement
Community and The Baptist Home Foundation filed an amended
application to employ Cozen O'Connor as counsel.

The amended employment application modifies the current hourly
rates charged by Cozen for professionals and paraprofessionals
employed in its offices.  The original employment application says
the hourly rate for members is $375 to $670, while the amended
employment application says the hourly rate for members is $375 to
$675.

              About The Baptist Home of Philadelphia

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

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

Baptist Home of Philadelphia estimated $10 million to $50 million
in assets and debt.

The Debtors have tapped Cozen O'Connor as counsel.

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


BAPTIST HOME: Employs KPMG CF as Fin'l Advisor and Banker
---------------------------------------------------------
The Baptist Home of Philadelphia d/b/a Deer Meadows Retirement
Community and The Baptist Home Foundation seek authority to employ
KPMG Corporate Finance LLC as financial advisor and investment
banker.

The Debtors expect that KPMG CF will assist them with aspects of
the Transaction including, without limitation:

   (a) assisting the Debtors in drafting an offering document
       describing the Debtors, their operations, their historical
       performance and future prospects;

   (b) assisting the Debtors in identifying, contacting and
       screening potential parties for a Transaction;

   (c) assisting the Debtors in contacting potential acquirers of
       the assets or business of the Debtors;

   (d) assisting the Debtors in preparing a due diligence data
       room and in coordinating the due diligence investigations
       of potential parties to a Transaction;

   (e) assisting the Debtors in analyzing proposals that are
       received from potential parties to a Transaction; and

   (f) advising and assisting the Debtors in negotiating the
       financial aspects of any proposed Transaction.

The Debtors have agreed to pay to KPMG CF the following as
compensation for the services to be provided by KPMG CF:

   (a) a transaction fee if the Debtors consummate a Transaction,
       determined as follows, but in no event less than $600,000,
       payable by wire on the date of closing:

       Transaction Value            Transaction Fee
       -----------------            ---------------
       Less than or equal to        2.5% of Transaction
       $25 million                  Value, subject to the
                                    minimum fee of $600,000

       Greater than $25 million     $625,000 plus 3.0% of
       and less than or equal to    the amount by which the
       $30 million                  Transaction Value exceeds
                                    $25 million

       Greater than $30 million     $775,000 plus 3.5% of
       and less than or equal to    the amount by which the
       $35 million                  Transaction Value exceeds
                                    $30 million

       Greater than $35 million     $950,000 plus 4.0% of the
                                    amount by which the
                                    Transaction Value exceeds
                                    $35 million

If the Debtors receive any payment from another person following
or in connection with the termination, abandonment or failure to
occur of any proposed Transaction, then the Debtors will pay to
KPMG CF a fee in an amount equal to 50% of the Break-Up Fee upon
the receipt of the Break-Up Fee by the Debtors or any of its
subsidiaries provided however that KPMG CF will not be entitled to
receive a share of any such Break-Up Fee in the event KPMG CF is
paid a Transaction Fee.

The Debtors agree to reimburse KPMG CF promptly upon request, but
no less than monthly, for all out-of-pocket expenses incurred,
subject to a maximum of $10,000, including, without limitation,
travel, and communication and document production expenses,
incurred by KPMG CF.  The Debtors also agree to reimburse KPMG CF
for fees and expenses of counsel, in an amount not to exceed
$10,000, including the preparation of the retention agreement and
any application fees, which are not subject to the Expense Cap.

Maureen A. Spivack 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.

              About The Baptist Home of Philadelphia

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

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

Baptist Home of Philadelphia estimated $10 million to $50 million
in assets and debt.

The Debtors have tapped Cozen O'Connor as counsel.

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


BERRY PLASTICS: Announces Tender Offer and Consent Solicitation
---------------------------------------------------------------
Berry Plastics Group, Inc., announced the launch on April 28,
2014, by Berry Plastics Corporation, Berry Group's wholly owned
subsidiary, of a cash tender offer and consent solicitation with
respect to any and all of the Issuer's outstanding 9 1/2 percent
Second Priority Senior Secured Notes due 2018 issued under an
indenture dated as of April 30, 2010.

CUSIP                     085790 AU7

Outstanding Principal     $500,000,000
Amount

Security                  9 1/2% Second Priority Senior Secured
                          Notes due 2018

Consent Date              5:00 p.m., New York City time, May 9,
                          2014

Tender Offer
Consideration             $1,022.50

Consent                   $30.00
Payment

Total Consideration       $1,052.50

In connection with the tender offer, the Issuer is soliciting the
consents of the holders of the Notes to proposed amendments to the
Indenture.  The principal purpose of the consent solicitation and
the Proposed Amendments is to eliminate substantially all of the
restrictive covenants, eliminate or modify certain events of
default and eliminate or modify related provisions contained in
the Indenture.  In order for the Proposed Amendments to be
effective, holders of at least a majority of the outstanding
aggregate principal amount of the Notes must consent to the
Proposed Amendments.  Holders who tender Notes are obligated to
consent to the Proposed Amendments and holders may not deliver
consents without tendering the related Notes.

Each holder who validly tenders its Notes and delivers consents to
the Proposed Amendments prior to 5:00 p.m., New York City time, on
May 9, 2014, unless that time is extended by the Issuer, will
receive, if those Notes are accepted for purchase pursuant to the
tender offer, the total consideration of $1,052.50, which includes
$1,022.50 as the tender offer consideration and $30.00 as a
consent payment.  In addition, accrued interest up to, but not
including, the applicable payment date of the Notes will be paid
in cash on all validly tendered and accepted Notes.

The tender offer is scheduled to expire at midnight, New York City
time, on May 23, 2014, unless extended.  Tendered Notes may be
withdrawn and consents may be revoked at any time prior to the
Consent Date but not thereafter, subject to limited exceptions.
Holders who validly tender their Notes and deliver their consents
after the Consent Date will receive only the tender offer
consideration and will not be entitled to receive a consent
payment if those Notes are accepted for purchase pursuant to the
tender offer.

The Issuer reserves the right, at any time or times following the
Consent Date but prior to the Expiration Date, to accept for
purchase all the Notes validly tendered prior to the Early
Acceptance Time.  If the Issuer elects to exercise this option, it
will pay the total consideration for the Notes accepted for
purchase at the Early Acceptance Time on such date or dates
promptly following the Early Acceptance Time.  Also on the Early
Payment Date, the Issuer will pay accrued and unpaid interest up
to, but not including, the Early Payment Date on the Notes
accepted for purchase at the Early Acceptance Time.  The Issuer
currently expects that the Early Payment Date will be May 12,
2014.

Subject to the terms and conditions of the tender offer and the
consent solicitation, the Issuer will, at such time or times after
the Expiration Date, accept for purchase all the Notes validly
tendered prior to the Expiration Date.  The Issuer will pay the
total consideration or tender offer consideration for the Notes
accepted for purchase at the Final Acceptance Time on such date or
dates promptly following the Final Acceptance Time.  Also on the
Final Payment Date, the Issuer will pay accrued and unpaid
interest up to, but not including, the Final Payment Date on the
Notes accepted for purchase at the Final Acceptance Time.  The
Issuer currently expects that the Final Payment Date will be
May 27, 2014.

The consummation of the tender offer and the consent solicitation
is conditioned upon, among other things, (i) the issuance of an
aggregate principal amount of new second priority senior secured
notes acceptable to the Issuer in its sole discretion, with terms
(including economic terms) acceptable to the Issuer in its sole
discretion, to permit the closing of the tender offer, consent
solicitation, the redemption of the Notes, if required, and
related transactions, and the availability of proceeds from the
issuance of the new notes necessary to pay the applicable total
consideration and interest to the Early Payment Date or the Final
Payment Date, as the case may be, for validly tendered Notes or to
redeem Notes, if required (including any applicable premiums and
fees and expenses), and (ii) the receipt of the consents of
holders of at least a majority of the outstanding aggregate
principal amount of the Notes to the Proposed Amendments, and the
execution of the supplemental indenture giving effect to the
Proposed Amendments.

If any of the conditions are not satisfied, the Issuer may
terminate the tender offers and return tendered Notes.  The Issuer
has the right to waive any of the foregoing conditions with
respect to the Notes.  In addition, the Issuer has the right, in
its sole discretion, to terminate the tender offer or the consent
solicitation at any time, subject to applicable law.

Credit Suisse Securities (USA) LLC will act as Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer or consent solicitation may
be directed to Liability Management Group at (800) 820-1653 (toll-
free) or at (212) 538-2147 (collect).

Global Bondholder Services Corporation will act as the Information
Agent for the tender offer and consent solicitation.  Requests for
the Offer Documents may be directed to Global Bondholder Services
Corporation at 212-430-3774 (for brokers and banks) or (866) 470-
4300 (for all others).

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOFUEL ENERGY: Amends 2013 Annual Report to Add Part III
---------------------------------------------------------
BioFuel Energy Corp. amended its annual report on Form 10-K for
the year ended Dec. 31, 2013, as originally filed with the U.S.
Securities and Exchange Commission on March 26, 2014, in order to
provide the information required by Part III of Form 10-K.  In the
Company's original Annual Report, the Company incorporated Part
III of Form 10-K by reference to the Company's proxy statement for
the 2014 Annual Meeting of Stockholders pursuant to General
Instruction G(3) to Form 10-K.  The proxy statement for the 2014
Annual Meeting of Stockholders, however, will not be filed within
120 days after the end of its 2013 fiscal year.  A copy of the
Form 10-K/A is available for free at http://is.gd/TnYjj9

                        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.

Biofuel Energy reported 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.


BIOLIFE SULUTIONS: Amends 2013 Annual Report
--------------------------------------------
BioLife Solutions, Inc., amended its annual report on Form 10-K
for the year ended Dec. 31, 2013, which was originally filed with
the U.S. Securities and Exchange Commission on Feb. 12, 2014, to
include the responses to the items required by Part III that the
Company previously intended to incorporate by reference to the
proxy statement for the Company's 2013 annual meeting of
shareholders.  A copy of the Form 10-K/A is available for free at:

                        http://is.gd/p0JhaL

                      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.


BOX SHIPS: In Talks with Lenders to Obtain Covenant Breach Waiver
-----------------------------------------------------------------
Box Ships Inc. on May 12 disclosed that as of March 31, 2014, the
Company had total outstanding indebtedness of $173.9 million, of
which $22.7 million is scheduled to be repaid in the forthcoming
12-month period, of which $4.0 million has already been repaid as
of the date of this release.  Furthermore, as of March 31, 2014,
the Company was in compliance with the covenants contained in its
loan agreements, as amended to give effect to the waivers it was
granted during the second and third quarter of 2013, with the
exception of the Leverage Ratio covenant contained in one of its
loan agreements as a result of our waiver which expired on
January 1, 2014.  In addition, in connection with the waivers
which expire in the second and third quarter of 2014, had the
waivers not been granted, the Company would not have been in
compliance, as of March 31, 2014, with certain of its other
financial covenants and security cover ratios contained in the
loan agreements.  In accordance with U.S. GAAP, unless the waivers
are extended for a period of more than one year after the balance
sheet date or the loans are refinanced prior to the issuance of
the consolidated financial statements, the Company's total debt
will be required to be presented as current.  Even though to date
the lender has not declared an event of default under the loan
agreement for which the Company was not in compliance as of
March 31, 2014, that breach constitutes an event of default and as
a result of the cross default provisions included in its loan
agreements, may result in the lenders accelerating or demanding
immediate repayment of their loans.  The Company is currently in
negotiations with all of its lenders to obtain a waiver of its
covenant breach and extend its existing waivers, or to amend its
loan covenants.  The Company believes that the lenders will not
demand payment of the loans before their scheduled maturity,
provided that it remains current with its obligations of paying
principal and interest when they become due. In addition, the
Company has no borrowing capacity under its existing loan
facilities and no capital commitments.  The Company anticipates
that its current financial resources, including the net proceeds
from its Units offering, together with cash generated from
operations will be sufficient to fund the operations of its
current fleet, including its working capital requirements, for the
next 12 months, assuming that the debt will not be accelerated by
its lenders.

The disclosure was made in Box Ship's earnings release for the
quarter ended March 31, 2014, a copy of which is available for
free at http://is.gd/n1MvYV

Box Ships Inc. is an Athens, Greece-based international shipping
company specializing in the transportation of containers.  The
Company's current fleet consists of nine containerships with a
total carrying capacity of 43,925 TEU and a TEU weighted average
age of 8.2 years.  The Company's shares trade on the New York
Stock Exchange under the symbol "TEU."


BRAFFITS CREEK: Cohen Braffits Files Plan & Disclosure Statement
----------------------------------------------------------------
Cohen Braffits Estates Development, LLC, a secured creditor in the
Chapter 11 cases of Braffits Creek Estates, LLC, filed on April 25
a bankruptcy-exit plan and disclosure statement for the Debtor.

Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., in Las Vegas,
Nevada, relates that Cohen's plan provides for two classes of
priority claims, one class of secured claims, one class of
unsecured claims, and one class of equity security holders. Under
the plan, Cohen will take ownership of 100% of the equity of
reorganized Braffits.

   Class         Description
   -----         -----------
   Class 1       Administrative Claims and Priority Claims
   Class 2       Secured Tax Claims
   Class 3       Cohen Secured Claim
   Class 4       Allowed Unsecured Claims
   Class 5       Class of Equity Security Interest Holders

Braffits owns 2,654 acres of partially developed land known as
Braffits Creek Estates, located between Brian Head, Utah and in
Cedar City, Utah, up Summit Canyon.

Cohen has a first lien on Braffits Creek Estates. Cohen believes
that this represents substantially all of Braffits' assets.

The property secures a claim of $67 million held by Cohen. The
property is also subject to a tax lien held by Iron County, Utah
arising out of failure to pay prepetition property taxes.

Iron County asserts $1,527,724 in prepetition property taxes, and
another $432,223 in postpetition property taxes. Cohen, however,
disputes the amount of the tax claims and will seek a
determination by the United States Bankruptcy Court for the
District of Nevada regarding the proper amount of that claim.

Braffits had noted that the property is worth about $25 million
but Cohen believes that the actual value is far lower. The
property is subject to secured claims of Cohen and Iron County in
excess of $68 million, leaving negative equity of over $40
million.

Payments and distributions under the plan will be funded primarily
by Cohen. Cohen believes that without its contribution, general
unsecured creditors would receive no distribution on account of
their allowed claims.

Under Cohen's plan, Cohen's loan will be restructured and set at
the fair market value of the property and the balance of its
deficiency claim will be deemed unsecured.

The plan proposes to pay Iron County the amount of its prepetition
tax claim, as determined by the Court, over the course of three
years and four months. The plan further proposes to pay Iron
County the full amount of its allowed postpetition tax claim as
soon as practicable after the later of the effective date and the
Court's ruling regarding the allowed amount of that claim. The
Court has previously entered an Order requiring postpetition taxes
to be paid by September 10, 2014.

Unsecured creditors will receive all of the avoidance actions, and
other litigation, if any, held by Braffits, and $10,000 from Cohen
to fund a liquidating trust. The plan also provides for the 100%
payment of all administrative expenses, including fees payable to
the Office of the United States Trustee and priority claims, upon
the later of the effective date or a Court order allowing the
claim.

Cohen is represented by:

     Matthew L. Johnson, Esq.
     JOHNSON & GUBLER, P.C.
     Lakes Business Park
     8831 W. Sahara Ave.
     Las Vegas, NV 89117
     Tel: (702) 471-0065
     Fax: (702) 471-0075
     Email: mjohnson@mjohnsonlaw.com

          - and -

     Timothy W. Walsh, Esq.
     Jeremy R. Johnson, Esq.
     MCDERMOTT WILL & EMERY LLP
     340 Madison Avenue
     New York, NY 10173
     Tel: (212) 547-5400
     Fax: (212) 547-5444
     Email: twwalsh@mwe.com
            jrjohnson@mwe.com

                      Cohen Seeks Stay Relief

Prior to filing the Plan, Cohen filed papers asking the Bankruptcy
Court to lift the automatic stay to pursue its state law remedies,
including foreclosure, against its collateral.

On May 31, 2007, Braffits executed a $28.86 million promissory
note in favor of Kennedy Funding, Inc., as agent. The initial
interest rate was 12% that increased to 18% over the term of the
note. The default interest rate is 25%.

The mortgage grants Kennedy a first lien and security interest in
a project known as Braffits Creek, comprised of 2,654 acres of
partially developed land. The security agreement provided all of
the Braffits' personal property as security.

As of January 31, 2014, total amount owed under the note are:

        Principal                   $26,318,202
        Interest                     40,617,080
        Interest Accrual (per diem)      18,026 per day
                                    -----------
        Total                       $66,935,283

Braffits listed the debt owed to Kennedy as $25 million secured
and $3.86 million unsecured. Braffits also listed other secured
debts owed to Gregg Wood for $300,000 and The Thirty-Two Hundred
HOA for $156,000. Braffits listed the value of Braffits Creek as
$25 million.

On March 4, 2013, Kennedy and Cohen entered into a note and
mortgage purchase and sale agreement pursuant to which Kennedy, as
agent for the prepetition lenders, transferred to Cohen all of its
right, title, and interest in and to the note and mortgage.

Mr. Johnson points out that Braffits has not yet made any
postpetition payments towards the interest, principal amount,
fees, or expenses owed under the note and mortgage.  Mr. Johnson
argues that Braffits has zero prospects for reorganization and it
owes Cohen substantially more than the Braffits Creek is worth by
any valuation.

According to Mr. Johnson, Braffits' inability to advance any
credible prospects for reorganization, especially as a single
asset real estate debtor, provides additional grounds to lift the
stay. Braffits previously waived its rights seek relief on account
of accommodations that Kennedy, Cohen's predecessor in interest,
made in an effort to restructure the obligations under the note.

                  About Braffits Creek Estates LLC

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor in its restructuring effort.
The Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.


BRAFFITS CREEK: UST Wants Court to Convert or Dismiss Case
----------------------------------------------------------
The Bankruptcy Court, upon the behest of the United States
Trustee, compelled Braffits Creek Estates, LLC, to file its
reorganization plan and disclosure statement on April 25, 2014.

The U.S. Trustee sought to convince the Court that Braffits'
Chapter 11 case should be dismissed or converted into a Chapter 7
case.

Jonas V. Anderson, Esq., attorney for U.S. Trustee Tracy Hope
Davis, in Las Vegas, Nevada, noted that dismissal was warranted
because Braffits has not filed an operating report to account for
any month since August 2013 or paid $6518 in past due U.S. Trustee
fees. When the U.S. Trustee filed its request, the case has been
pending in the Court for 1.5 years and Braffits had not taken any
action of record in the case in more than two months.

Braffits, the Iron County Treasurer's office, and Cohen Braffits
Estates Development, LLC, all expressed opposition to the U.S.
Trustee's request.

In its ruling, the Court further compelled Braffits to timely file
all monthly operating reports, pay the U.S. Trustee fees, and pay
postpetition taxes due to the Iron County Treasurer by
September 10, 2014.

Had Braffits been unable to file its plan and disclosure statement
by the Court's deadline, the Court would have dismissed or
converted the case.

The case could still be dismissed or converted if the plan is not
confirmed by August 26, 2014.

                  About Braffits Creek Estates LLC

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor in its restructuring effort.
The Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.


BRIXMOR LLC: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Brixmor LLC on CreditWatch with positive implications.
At the same time, S&P placed on CreditWatch its 'B' issue-level
rating on Brixmor LLC's $294 million of outstanding unsecured
debt.  The '3' recovery rating on this debt is unchanged.

Brixmor LLC is a large, national owner and manager of strip
shopping center real estate with an estimated $4 billion in
holdings diversified across 25 states.  "The company's recently
reported first-quarter 2014 results reflected strengthening
operating performance, with higher rents on expiring leases and
small shop occupancy gains contributing to a 5.8% increase in
same-property net operating income," said Standard & Poor's credit
analyst Lisa Sarajian.  In addition, recent debt pay downs have
lowered leverage and secured debt levels, and strengthened debt
coverage measures.

The debt reduction at Brixmor LLC was due in part to capital
contributed by Brixmor Property Group (BPG), which is the
company's indirect parent.  BPG, which has a similarly
constituted, but much larger asset base of shopping centers (about
$9 billion) also reported solid first-quarter results, and has
improved liquidity and broader access to capital since its
November 2013 partial initial public offering.  However, S&P notes
that despite BPG's recent listing, the company remains controlled
by various funds affiliated with The Blackstone Group L.P.
(Blackstone), with Blackstone still retaining an estimated 77%
economic stake in the company.

"As part of our review, we will reconsider Brixmor LLC's business
risk profile (which we currently view as "weak" based on our
criteria for real estate companies) in light of its improving
portfolio performance and the potential for future additional
support provided by its indirect parent, BPG.  We will reassess
the Brixmor LLC's financial risk profile, which we currently view
as "aggressive" and constrained by the still sizable stake held in
BPG by Blackstone.  Our current recovery ratings will be
reassessed, given recent and anticipated near-term debt reduction.
We will also seek to confirm investing and financing policies,
including the expected future use of joint-ventures, as well as
any contemplated changes to the current legal organization
structure so as to confirm the impact on our adjusted financial
measures," S&P said.

Standard & Poor's will seek to resolve the CreditWatch within the
next 90 days.  Upon completion of S&P's review, it could raise the
ratings by one or two notches.


BURGER KING: S&P Revises Outlook to Pos. & Raises Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Miami-
based Burger King Corp. to positive from stable. At the same time,
we raised the issue-level rating on the company's senior unsecured
notes due 2018 to 'B+' from 'B' and revised the recovery rating to
'4' from '5'.  The notes are now rated the same as the corporate
credit rating and the '4' recovery rating indicates S&P's
expectations of average (30%-50%) recovery in the event of
default.  S&P affirmed all other ratings, including the 'B+'
corporate credit rating.

"The outlook revision comes as the company has experienced
consistent profit growth and enhanced credit ratios, which we
expect to continue over the near term," said credit analyst
Charles Pinson-Rose.  "Importantly, if we believe the company's
financial policies will become consistent with a higher rating
(debt reduction rather than increasing leveraging for example) S&P
could consider a higher rating over the near term."

S&P's outlook on Burger King is positive.  This is based on the
expectation the company should continue have higher profits over
the next year and improve credit ratios such that leverage is in
the mid-4x area and FFO to debt is near 14% by the end of 2014.
S&P also expects a similar trajectory in subsequent years.

Upside scenario

S&P would consider a higher rating if credit ratios were solidly
in the ranges commensurate with that of "aggressive" financial
risk profiles, and S&P believed the company's financial policies
would allow for those ratios to be sustained or improve.  In this
situation, S&P would revise the comparable ratings analysis to
"neutral" from "negative".

For example, if leverage was in the mid-4x area by the end of 2014
and the company executed a refinancing transaction that only
increased debt levels moderately, S&P may consider a higher
rating, assuming S&P believed the company could maintain a
comparable profit growth trajectory.  S&P may also consider an
upgrade in this case if the company decided that it would forgo
any refinancing transaction and there would be no material
increase of debt over the near term.

Downside scenario

S&P would likely revise the outlook to stable if the company's
operating trends worsen such that sales and profit growth was
static -- possibly as a result of flat revenues driven by negative
same-store sales and a significant deceleration of restaurant
growth.  Conversely, S&P may consider a stable outlook if the
company added considerable amounts of debt as part of a
refinancing transaction or through an additional debt issuance.


CASA ANTIGUA: Condo Units to Be Sold At June 20 Foreclosure Sale
----------------------------------------------------------------
Real and real property of Casa Antigua Apartments Limited
Partnership, c/o Walling Homes, L.P., 2806 Alpine Blvd., Suite E,
Alpine, CA 91901-7801, will be sold at the public auction to the
highest bidder at 100 Quality Hill Road, Bisbee, Arizona, Cochise
County, Arizona, 85603, which is the location of the Superior
Court, on June 20, 2014, at 10:00 a.m. Mountain Standard Time of
said day.

Proceeds from the sale will be used to pay down debt in the
principal balance of $9,900,000.  The initial Beneficiary under
the Trust Deed is Bank of Wyoming, a Wyoming state-chartered bank.
The current Beneficiary is National Servicing and Administration,
LLC, successor-in-interest to the Bank of Wyoming, a Wyoming
state-chartered bank.

The initial Trustee under the Trust Deed was Pioneer Title Agency,
and the current Trustee under the Trust Deed is Bradley H. Logan.

Every bidder, except the Beneficiary with respect to any credit
bid, will be required to provide a $10,000 deposit in form
satisfactory to the Trustee as a condition of entering a bid.

The Real Property is located at 2299 Oakmont Drive, Sierra Vista,
Arizona 85635, and consists of several units at the Casa Antigua
Condominiums:

     Units 1101 through 1108, inclusive,
           1201 through 1208, inclusive,
           1301 through 1308, inclusive,
           2101 through 2108, inclusive,
           2201 through 2208, inclusive,
           2301 through 2308, inclusive,
           3101 through 3106, inclusive,
           3201, 3203 and 3204, 3301, 3302 and 3304,
           4101 through 4108, inclusive,
           4201 through 4208, inclusive,
           5101 through 5108, inclusive,
           5201 through 5208, inclusive,
           6101 through 6108, inclusive,
           6201 through 6208, inclusive,
           7101 through 7108, inclusive,
           7201 through 7208, inclusive,
           7301 through 7308, inclusive,
           8101 through 8104, inclusive, and
           8201 through 8204, inclusive, and
           Common Areas A and B

The Trustee may be reached at:

     Bradley H. Logan, Esq.
     HINSHAW & CULBERTSON LLP
     3200 North Central Avenue, Suite 800
     Phoenix, AZ 85012-2428
     Tel: (602) 337-5529


CEK DISTRIBUTORS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CEK Distributors, Inc.
        PO Box 3106
        Bayamon, PR 00960

Case No.: 14-03821

Chapter 11 Petition Date: May 12, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq.
                  THE BATISTA LAW GROUP, PSC
                  Cond Midtown Center
                  420 Juan Ponce De Leon Ave., Suite 901
                  San Juan, PR 00918
                  Tel: 787-620-2856
                  Fax: 787-620-2854
                  Email: rosafblg@gmail.com

Total Assets: $1.42 million

Total Liabilities: $849,649

The petition was signed by Edwin Davila, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-03821.pdf


CELL THERAPEUTICS: Incurs $29 Million Net Loss in First Quarter
---------------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $29 million on $1.41 million of total revenues for
the three months ended March 31, 2014, as compared with a net loss
of $19.38 million on $1.12 million of total revenues for the same
period in 2013.

As of March 31, 2014, the Company had $73.28 million in total
assets, $36.6 million in total liabilities, $13.46 million in
common stock purchase warrants and $23.22 million in total
shareholders' equity.

"In the first quarter, we achieved growth in E.U. sales of PIXUVRI
for the treatment of patients with aggressive B-cell non-Hodgkin
lymphoma, which is due in part to the previously announced
favorable reimbursement decisions, demonstration of cost
effectiveness and growing awareness among key opinion leaders in
the lymphoma community," said James A. Bianco, M.D., president and
CEO.  "We believe we are on track to achieve our stated corporate
goal of operating the commercial business with a net positive
product contribution by year-end.  Another of our corporate goals
this year is to expand the global reach and revenue potential of
PIXUVRI through a potential partnership in the rest of world,
excluding countries in the E.U. where CTI has a commercial
presence and the U.S.  In addition to driving PIXUVRI sales, we
are focused on completing the first Phase 3 clinical trial of
pacritinib, an oral JAK2/FLT3 inhibitor, in myelofibrosis and
reporting the topline results late this year, while advancing the
second pacritinib Phase 3 trial."

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company stated in the Report.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in the Quarterly Report.

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

                        http://is.gd/fCPaCp

                       Pixuvri Launched in UK

Cell Therapeutics announced the launch of PIXUVRI(R) (pixantrone),
the first new treatment for adult patients in the United Kingdom
(UK) with multiply relapsed or refractory aggressive B-cell non-
Hodgkin lymphoma (aggressive B-cell NHL), at the 54th annual
scientific meeting of the British Society for Haematology.

PIXUVRI is the first monotherapy treatment option for this patient
group and the only therapy licensed for third and fourth line use
in aggressive B-cell NHL patients, which includes diffuse large B-
cell lymphoma (DLBCL).  There are approximately 37,000 new cases
of aggressive B-cell NHL every year in the European Union (EU)1,2,
and CTI estimates that up to 1,600 to 1,800 people in the UK are
diagnosed with aggressive B-cell NHL each year.  Patients with
aggressive B-cell NHL who relapse after second-line treatment have
a poor survival prognosis ranging from only several weeks to 12
months.3,4

Professor Finbarr E. Cotter, Professor of Haematology and Chair of
Experimental Haematology, Centre for Haemato-Oncology, Barts
Cancer Institute, and representative for the British Society for
Haematology (BSH) said, "The availability of PIXUVRI in the UK is
an important milestone for patients who have aggressive B-cell
NHL.  DLBCL is the most common type of aggressive NHL and despite
undoubted progress in the last 10 years resulting from the
introduction of better first-line therapy, the disease still
recurs in some patients.  A new therapy that delivers effective
treatment with manageable side effects offers real hope for these
patients that fail second- or third-line therapy."

PIXUVRI is a novel aza-anthracenedione with unique structural and
physiochemical properties.  The PIX301 phase 3 clinical trial
demonstrated anti-lymphoma activity of PIXUVRI and a predictable
and manageable side effect profile compared to other treatments
for this condition.5

James A. Bianco, M.D., president and chief executive officer of
CTI, said, "At CTI, we prioritise the patient experience and are
committed to developing therapeutic options for people living with
cancer who want a chance at a longer and better quality of life.
We are pleased to be able to bring PIXUVRI to patients in the UK,
addressing a critical gap in care for patients at this stage of
the disease living with few, if any effective treatment options."

The launch in the UK of PIXUVRI follows conditional marketing
authorization by the European Commission (EC) in 2012 and the
National Institute for Health and Care Excellence final guidance
recommending prescription of PIXUVRI as a cost-effective
monotherapy in early 2014.  PIXUVRI is currently available in
Austria, Denmark, Finland, Germany, Italy, France, Netherlands,
Norway, Sweden and the UK.  CTI intends to pursue making PIXUVRI
available in other European countries in 2014.

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.


CELL THERAPEUTICS: Had $29.3MM Net Financial Standing at March 31
-----------------------------------------------------------------
Cell Therapeutics, Inc., reported that estimated and unaudited net
financial standing of CTI Parent Company as of March 31, 2014, was
$29.3 million.  The total estimated and unaudited net financial
standing of CTI Consolidated Group as of March 31, 2014, was $30.6
million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $2.6 million as of March 31, 2014.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $3 million as of March 31, 2014.

The Company disclosed that during March 2014, there were
solicitations for payment only within the ordinary course of
business and there were no injunctions or suspensions of supply
relationships that affected the course of normal business.

During the month of March 2014, the Company's common stock, no par
value, outstanding increased by 201,315 shares.  Consequently, the
number of issued and outstanding shares of Common Stock as of
March 31, 2014, was 149,838,981.

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

                        http://is.gd/wgXdHr

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.

                            Going Concern

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our  December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.

The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.

"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."

                          Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the Annual Report.


CHENIERE ENERGY: S&P Raises Corp. Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Cheniere Energy Partners L.P. (CQP) to 'BB' from
'B+.'  S&P affirmed its corporate credit rating on Cheniere Energy
Inc. (Cheniere) at 'B+'.  The outlook on both corporate credit
ratings is stable.

"We have upgraded CQP following our review of the partnership's
corporate governance provisions as well as having greater
visibility into its cash flows.  We think Cheniere does not
control CQP through its general partner interest in CQP due to
Blackstone's voting rights and therefore rate CQP on a stand-alone
basis from the general partner.  We make this conclusion on our
assessment of the management provisions contained in the CQP
general partnership limited liability company agreement and
discussions with Cheniere and Blackstone.  Key provisions are an
executive committee and a board of directors that must approve all
decisions that can result in a material business or financial
impact on CQP and its subsidiaries.  The executive committee is
arranged with three directors appointed by Blackstone, one by
Cheniere, and one independent director.  The board is arranged
with four directors appointed by Cheniere and three by Blackstone,
with four independent ones. Cheniere selects the independent
directors from those nominated by Blackstone.  Since decision
making is by majority vote at the executive committee and board of
director levels, Cheniere by itself is not able to control
decisions of the general partner," S&P said.

"We consider CQP's business risk profile as "fair", reflecting
distributions from subsidiaries that are reasonably predictable
based on long-term contracts with investment-grade counterparties
using known technology with limited operating risk. CQP owns
Sabine Pass LNG L.P. (SPLNG), a project financing of an
operational four billion cubic feet LNG regasification facility
that distributes about $50 million annually and that is fully
contracted through 2029.  Situated in the Gulf Coast region, SPLNG
earns capacity payments through "terminal use agreements" with
units of Chevron Corp. and Total S.A.  This facility is not used
much given that there are essentially no LNG imports into the U.S.
now, but SPLNG continues to earn revenues under the Chevron and
Total contracts," S&P added.

"The stable outlook on CQP's and Cheniere's ratings reflects
highly stable cash flow from SPLNG, good progress on the
construction of the SPLIQ liquefaction trains, and liquidity that
well exceeds limited needs over the 18 months," said Standard &
Poor's credit analyst Terry Pratt.

S&P do not currently contemplate a higher rating for CQP or
Cheniere because a material improvement in financial performance
will require successful completion of the SPLIQ trains.  While the
SPLNG construction is going well, S&P assess its construction
phase risk at 'BB+'.

Factors that could lead S&P to lower the rating of CQP and
Cheniere would be a material delay in SPLNG train completion or a
lower credit profile of SPLNG and SPLIQ than S&P has today.  A
factor that could result in a lower rating for CQP and Cheniere
would be if CQP decides to refinance the $1.66 billion non-
amortizing debt due in 2016 at SPLNG with similar non-amortizing
debt.  Since SPLNG's contract life is fixed, a decision to
refinance with non-amortizing debt in 2016 would result in higher
amortization risk toward the end of the contract period and could
result in a lower SPLNG rating.


CHINA NATURAL: Judge Axes Ch. 11 Exclusivity Extension
------------------------------------------------------
Law360 reported that a New York bankruptcy judge rejected a bid
from China Natural Gas Inc. to retain control of its bankruptcy,
saying he did not see enough progress in the case as the company
searches for a potential buyer or investor.

According to the report, the natural gas pipeline operator tried
to reached an agreement with Abax Lotus Ltd., which says it is
CHNG's largest creditor, on extending the time during which it
would have the right to submit a plan without the threat of rival
plans being submitted.

                         About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

China Natural Gas employed Warren Street Global Inc. and
designated J. Gregg Pritchard as chief restructuring officer.  It
employed as bankruptcy counsel Schiff Hardin LLP's Louis T.
DeLucia, Esq., and Alyson M. Fiedler, Esq.

As of Sept. 30, 2013, the Company had consolidated assets of
$307,496,948 and liabilities of $87,714,323.


CLEAR EDGE: Taps Insolvency Services as Noticing & Claims Agent
---------------------------------------------------------------
ClearEdge Power, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division, to appoint Insolvency Services
Group, Inc., as noticing and claims agent.

A noticing and claims agent, ISG will:

   (a) Prepare and serve required notices in the Chapter 11
       cases, including: (i) service of Court orders requiring
       service on more than 50 entities/persons; and (ii) other
       miscellaneous notices to any entities as the Debtors or the
       Court may deem necessary or appropriate for an orderly
       administration of the Chapter 11 cases;

   (b) After the mailing of a particular notice, file with the
       Clerk's office a certificate or declaration of service that
       includes a copy of the notice involved, a list of persons
       to whom the notice was mailed and the date and manner of
       mailing;

   (c) Maintain copies of all proofs of claim and proofs of
       interest filed;

   (d) Maintain and regularly update a website reflecting the
       docket of filings in the Bankruptcy Cases;

   (e) Maintain an official claims register for each Bankruptcy
       Case of each Debtor, including, among other things, the
       following information for each proof of claim or proof of
       interest: (i) the name and address of the claimant and any
       agent thereof, if the proof of claim or proof of interest
       was filed by an agent; (ii) the date received; (iii) the
       claim number assigned; and (iv) the asserted amount and
       classification of the claim;

   (f) Assist the Debtors in the preparation and administration of
       a claims database on a review of the claims filed against
       the Debtors' estates and the Debtors' books and records;

   (g) Implement necessary security measures to ensure the
       completeness and integrity of the claims register;

   (h) Transmit to the Clerk's office a copy of the claims
       register as requested by the Clerk's office, or, in the
       alternative, make available the proof of claim docket
       online to the Clerk's office via the ISG claims system;

   (i) Maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       will be available for review upon request of a party in
       interest or the Clerk's office;

   (j) Provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours, as well as, provide online access
       to copies of proofs of claim at no additional expense to
       creditors and parties in interest;

   (k) Record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of those transfers as required by Rule 3001(e);

   (l) Comply with applicable federal, state, municipal, and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (m) Provide temporary employees to process claims, as
       necessary;

   (n) Solicit votes and tabulate acceptances and/or rejections to
       a plan of reorganization;

   (o) Provide other claims processing, noticing and related
       administrative services as may be requested from time to
       time by the Debtors; and

   (p) Promptly comply with further conditions and requirements as
       the Clerk or the Court may at any time prescribe.

The Debtors' and ISG's claims agent agreement provides for the
payment of a retainer in the amount of $10,000, which was paid by
the Debtors to ISG on May 1, 2014, prior to Debtors filing their
voluntary petitions.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.


CLEAR EDGE: Employs Dorsey & Whitney as Bankruptcy Counsel
----------------------------------------------------------
ClearEdge Power, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division, to employ Dorsey & Whitney LLP as
general bankruptcy counsel.

The Debtors tell the Court that due to the intricacies and
complexities inherent in the reorganization process, they need an
attorney to:

   (a) provide aid and assistance in the administration of the
       Chapter 11 cases;

   (b) advise the Debtors concerning their rights and
       responsibilities under the Bankruptcy Code as debtors and
       debtors in possession;

   (c) provide the Debtors with continued representation in all
       negotiations and proceedings involving creditors and other
       parties-in-interest;

   (d) advise the Debtors regarding sales of the Debtors' assets
       and procedures relating thereto;

   (e) assist the Debtors in the formulation of a Chapter 11 plan
       of reorganization and disclosure statement, and the
       approval thereof;

   (f) represent the Debtors relative to all matters that may come
       before the Court including, without limitation, adversary
       proceedings and contested matters of any nature whatsoever;
       and

   (g) represent the Debtors in all other legal aspects of the
       Chapter 11 cases in accordance with the powers and duties
       established by the Bankruptcy Code.

The Debtors have agreed that Dorsey will be employed under a
general retainer, on an hourly basis.  The current hourly rates of
the Dorsey attorneys who primarily will be performing services on
behalf of the Debtors along with the hourly rates of paralegals
who may provide assistance are as follows:

   John Walshe Murray                 $705
   David Murphy                       $705
   Stephen T. O'Neill                 $545
   Robert A. Franklin                 $535
   Thomas T. Hwang                    $440
   Law Clerks/Paralegals              $175

The Debtors have also agreed that Dorsey will be reimbursed for
its expenses incurred in connection with the Chapter 11 cases.

John Walshe Murray, Esq., at Dorsey & Whitney LLP, 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.
The firm, however, discloses that it currently represents
Donaldson Company, 3M Company, Ernst & Young LLP, U.S. Bancorp
Equipment Finance, Inc., FedEx, Wells Fargo Bank National
Association and potentially other parties-in-interest in matters
unrelated to the Debtors or the Chapter 11 cases.

Dorsey says it has incurred $212,338 in actual fees and expenses
prior to the commencement of the cases.  Dorsey voluntarily waived
$44,422 of these fees.  Thus, Dorsey only invoiced the Debtors
$167,916 for services rendered prior to the Petition Date, leaving
a remaining advance retainer for the Chapter 11 cases on the
Petition Date $437,083.

The firm may be reached at:

         JOHN WALSHE MURRAY, Esq.
         STEPHEN T. O'NEILL, Esq.
         ROBERT A. FRANKLIN, Esq.
         THOMAS T. HWANG, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA  94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         Email:  murray.john@dorsey.com
                 oneill.stephen@dorsey.com
                 franklin.robert@dorsey.com
                 hwang.thomas@dorsey.com

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.


CLEAR EDGE: Hires Gerbsman Partners as Financial Advisors
---------------------------------------------------------
ClearEdge Power, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division, to employ TGI Financial, Inc.,
d/b/a Gerbsman Partners, as financial advisor to:

   (a) Develop and implement strategies to maximize the Company's
       enterprise value;

   (b) Develop and implement strategies on downsizing personnel
       and streamlining processes;

   (c) Develop cash budgets and forecasts for the Debtors'
       operations during the bankruptcy cases;

   (d) Manage the Debtors' sales and marketing efforts and
       processes towards consummating the Transaction, including
       (i) identifying and communicating with prospective
       Transaction parties, (ii) assisting in negotiating the
       terms of any potential Transaction, and (iii) assisting the
       Debtors in the evaluation of bids and offers received from
       any Transaction parties; and

   (e) Advise the Company generally with respect to all aspects of
       the restructuring of the Company.

In the event a Transaction is completed for all or a portion of
the Company, the Engagement Agreement provides for payment of a
sliding scale of performance fee based on percentages of the total
consideration paid by a purchasing entity or entities to the
Company or its shareholders or creditors in a Transaction or
series of Transactions.  The Performance Fee percentages to be
paid are as follows:

   (i) 8% of the first $1 million of Transaction Value, plus

  (ii) 6% of the Transaction Value from $1 million to $5 million,
       plus

(iii) 5% of the Transaction Value in excess of $5 million.

The Performance Fee is due and payable to Gerbsman Partners upon
the closing of any Transaction and receipt of funds therefrom.

In addition to the Performance Fee, the Engagement Agreement
provides for the payment of a non-refundable retainer in the
amount of $135,000, which was paid by the Debtors to Gerbsman
Partners prepetition.

In addition to any fees payable, the Engagement Agreement provides
for reimbursement solely of travel expenses, not to exceed
$20,000, which will be pre-approved by the Company and which will
be limited to travel expenses outside of the Bay Area.

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.  The firm says Dorsey & Whitney LLP is the Debtors'
proposed bankruptcy counsel in the Chapter 11 cases.  In the past,
Gerbsman Partners and certain attorneys who presently are
attorneys at Dorsey have concurrently worked on behalf of mutual
clients on matters wholly unrelated to the Debtors and these
Chapter 11 cases.  In addition, certain attorneys at Dorsey have
received referrals from and have referred matters to Gerbsman
Partners.  Gerbsman Partners believes the foregoing constitutes a
?connection? only, and would not in any manner impair Gerbsman
Partners' independence or ability to objectively provide
professional services to the Debtors herein.

In the one-year period prior to the Petition Date, Gerbsman
Partners received a total of $175,000.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.


CLEAR EDGE: Seeks to Continue Use of Cash Management System
-----------------------------------------------------------
ClearEdge Power, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division, to continue to use their existing
banking accounts, cash management system and intercompany
arrangements and historical practices, or, in the alternative,
find that the continued use is within the ordinary course of
business of the Debtors within the meaning of Sections 363(c)(1)
and 364(a) of the Bankruptcy Code.

In the ordinary course of business, the Company maintains a cash
management system that provides well-established processes for the
collection, concentration, management, disbursement and investment
of funds generated and used in its operations.  The Cash
Management System is a centralized process specifically designed
to accommodate the Company's lenders and customers.

The Cash Management System has several key components: (a) cash
collection, primarily from its customers; (b) cash concentration
from these accounts into a master operating account from which
disbursements are made; (c) restricted deposit account held as
security for letters of credit; and (d) various other deposit
accounts held for general or other specified uses.

The Cash Management System consists, inter alia, of (a) two
restricted bank accounts, which are used to receive incoming
payments from certain customers; (b) an account held at Mellon
Bank, which is used to receive incoming payments from all other
customers; (c) a master operating account from which most
disbursements are made; (d) an operating account from which
disbursements are made with respect to the Oregon manufacturing
facility; (e) a restricted account held at Wells Fargo Bank,
National Association, which is used to hold funds as security for
letters of credit issued by Wells Fargo and as a deposit reserve
for the Company's credit card program; (f) a general holding
account and special disbursement accounts; and (g) several
operating accounts held by CEPIS in South Korea.

Periodically, the Company transfers funds from the Master
Operating Account to the Oregon Operating Account and has in the
past transferred amounts directly to the non-debtor affiliate in
South Korea to finance operations.  No transfers have occurred for
some time, and no claims are outstanding from the South Korea
affiliate.

The Bank Accounts and the Cash Management System are well-suited
to the Debtors' business needs and operations, John Walshe Murray,
Esq., at Dorsey & Whitney LLP, in Palo Alto, California.  Indeed,
Mr. Murray asserts it is vital to the Company's operations that
its customers continue to remit payments to the appropriate
deposit accounts without disruption caused by the closing of these
accounts.  To require the Debtors to close the Bank Accounts and
reestablish new accounts would require considerable time and
expense to the Debtors' estates, particularly considering that its
customers have been directed to deposit remittances in the Lender
Restricted Bank Accounts and the Mellon Account, he tells the
Court.  Similarly, continued use of the Master and Oregon
Operating Accounts and the Wells Fargo LC Bank Account, including
the Credit Card Program, are vital to the Debtors' operations, he
adds. Permitting the Debtors to continue using their existing Bank
Accounts is essential to a smooth and orderly transition of the
Debtors into chapter 11 and to avoid disruption of their business
and operations, he asserts.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.


COATES INTERNATIONAL: To Convert Paid-In Capital to Demand Notes
----------------------------------------------------------------
During the period from March 28, 1991, through April 15, 1994,
George J. Coates, president, chief executive officer, Chairman and
majority stockholder of the Coates International, Ltd., made cash
outlays of his own personal funds to acquire the Corporation's
headquarters, research and development and warehouse facility
amounting to $949,999.  Mr. Coates contributed this property to
the Corporation and did not receive any consideration for this
contribution.  At that time, the $949,999 purchase price was added
to the Corporation's additional paid-in capital.  Mr. Coates has
been anticipating that these monies would be repaid to him at such
time that the Corporation had sufficient working capital for this
purpose.  Mr. Coates offered to apply this amount towards the
purchase of additional shares of the Corporation's common stock.

In addition, during the period from Aug. 21, 1995, to Feb. 14,
1996, Gregory G. Coates, son of George J. Coates, president,
Technology Division and director of the Corporation, in a series
of payments, made cash outlays from his own personal funds on
behalf of the Corporation, in an amount which aggregated
$1,462,092 to provide needed working capital to the Corporation in
order for it to continue its operations.  Gregory Coates
contributed these funds to the Corporation and did not receive any
consideration for this contribution.  At that time, the $1,462,092
of cash outlays was added to the Corporation's additional paid-in
capital.  Gregory Coates has been anticipating that these monies
would be repaid to him at such time that the Corporation had
sufficient working capital for this purpose. Gregory Coates has
requested that this amount of additional paid-in capital be
converted into a non-interest bearing promissory note payable on
demand.

Board Resolutions

On April 28, 2014, the board of directors adopted a resolution to
convert $949,999 of additional paid-in capital of the Corporation
into a non-interest bearing promissory note payable on demand due
to Mr. Coates.  On April 29, 2014, the board of directors adopted
a another resolution to convert this non-interest bearing demand
loan in the amount of $949,999, along with $50,000.03 of interest
bearing, 17 percent promissory notes due to Mr. Coates into shares
of the Corporation's common stock, bringing the total amount
converted to $1 million.  The conversion price per share was
determined to be equal to the closing trading price of the common
stock on April 29, 2014.  The closing trading price on that date
was $0.0252 per share.  As a result of this resolution, 39,682,540
restricted shares of common stock were issued to Mr. Coates as of
April 29, 2014.  As a result of the conversion of the promissory
notes into shares of common stock, stockholders will experience a
dilution.  The percentage of the Corporation owned by non-
affiliate shareholders decreased from 32.9 percent to 29.5 percent
of the outstanding common stock of the Corporation.  The net
effect on the Corporation's balance sheet was to decrease current
liabilities by $50,000.03 and decrease stockholders' deficit by
the same amount.

On April 28, 2014, the board of directors adopted a resolution to
convert $1,462,092 of additional paid-in capital of the
Corporation into a non-interest bearing promissory note payable on
demand, due to Gregory Coates.  As a result, the Corporation's
additional paid-in capital decreased by $1,462,092 and the
Corporation's current liabilities increased by $1,462,092.

                     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.

Coates International reported a net loss of $2.75 million on
$19,200 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.53 million on $19,200 of total
revenues for the year ended Dec. 31, 2012.  As of Dec. 31, 2013,
the Company had $2.40 million in total assets, $5.63 million in
total liabilities and a $3.23 million total stockholders'
deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company continues to have negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency.


COMMUNICATION INTELLIGENCE: Obtains $2MM Unsecured Line of Credit
-----------------------------------------------------------------
Communication Intelligence Corporation has entered into a credit
agreement with an affiliate of ICG Global Limited to provide the
Company with up to $2 million of unsecured debt.  Aegis Capital
Corporation acted as the Company's financial advisor in connection
with obtaining the line of credit.

"We are proud to partner with ICG in the establishment of this
creative financing structure that complements our existing and
historical funding resources," said Philip Sassower, chairman and
chief executive officer for Communications Intelligence.  "This
incremental financing availability provides CIC's capital with
added cushion and strengthens our ability to continue advancing
our enterprise solutions in a market that is developing rapidly."

"The provision of this credit facility is a reflection of our
confidence in the strength of the market opportunity available to
CIC, as well as its strategy and management," said Larry Russell,
director for ICG.  "We are delighted to have the opportunity of
participating in CIC's growth."

The $2 million is available for a period of 18 months.  Amounts
drawn under the line of credit are subject to a 15 percent
original issue discount so that, if fully drawn down, would result
in approximately $2.35 million of unsecured indebtedness.  This
debt can be converted into common stock at ICG's option at a
conversion price of $0.0275, subject to certain exceptions.  ICG
received a facility fee in the form of a three year warrant to
purchase 10,909,090 shares of common stock at $0.0275 per share.
ICG is also entitled to 50 percent warrant coverage on amounts
drawn down under the line of credit.

Additional information on this transaction is available in the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission, a copy of which is available for free at:

                        http://is.gd/kuDFRZ

                  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.

Communication Intelligence reported a net loss attributable to
common stockholders of $8.09 million in 2013 following a net loss
attributable to common stockholders of $6.74 million in 2012.
The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.

PMB Helin Donovan, LLP, in San Francisco, CA, 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 significant recurring losses and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


COMARCO INC: Reports $2 Million Net Loss in Fiscal 2014
-------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.05 million on $4.42 million of revenue for the year ended
Jan. 31, 2014, as compared with a net loss of $5.59 million on
$6.33 million of revenue for the year ended Jan. 31, 2013.

As of Jan. 31, 2014, the Company had $1.33 million in total
assets, $9.06 million in total liabilities and a $7.72 million
total stockholders' deficit.

Suar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Jan. 31,
2014.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flow from operations,
has negative working capital and faces uncertainties surrounding
the Company's ability to raise additional funds.

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

                        http://is.gd/ndGm2s

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.


COMPASS GROUP: S&P Affirms 'BB-' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Westport, Conn.-based Compass Group Diversified Holdings LLC,
including its 'BB-' corporate credit rating.  The outlook is
stable.

S&P also assigned its 'BB-' issue-level rating on Compass Group's
proposed $680 million senior secured credit facilities, consisting
of a $400 million revolving credit facility maturing in 2019 and a
$280 million senior secured term loan due 2021.  The recovery
rating on the proposed facilities is '3', indicating S&P's
expectation for meaningful recovery (50%-70%) in the event of
default.  S&P expects the company to use proceeds from the new
term loan to repay existing debt.

The ratings on Compass Group reflect Standard & Poor's view that
the company has a "weak" business risk profile and an
"intermediate" financial risk profile.  S&P's weak business risk
assessment is based on the company's business model as a public
investment firm that acquires controlling stakes in small- to
middle-market companies across a wide-range of industries.
Compass Group has a disparate collection of businesses, which
differ vastly in both industry and size, and S&P believes there
are inherent difficulties in managing performance across a growing
business portfolio.  S&P has factored into its business risk
assessment the benefits the company achieves from operating across
a diversity of industries, thus mitigating its exposure to any
single set of industry risk factors.  For example, S&P expects
that favorable growth trends in several of its businesses
(CamelBak, Ergobaby, and Advanced Circuits) will more than offset
lower margins and softer performance in some of its businesses
where there can be more variability in performance, such as
American Furniture.

S&P's view of Compass Group's financial risk profile reflects its
expectation that the company's cash flow and leverage ratios will
be consistent with the indicative ratios for the intermediate
financial risk profile, which includes adjusted leverage of 2x to
3x, a ratio of funds from operations to total debt of more than
30%, and EBITDA coverage of interest of more than 6x.  S&P expects
the company's financial policy will remain aggressive given its
acquisitive growth strategy and shareholder rewards.  S&P believes
the company will continue to make acquisitions but are uncertain
about the timing, magnitude, financing, and profitability of
future acquisitions.  In addition, Compass Group has a high
dividend payout, contributing to negative discretionary cash flow
in recent years, which S&P believes will continue to limit
positive discretionary cash flow generation over the next one to
two years.

S&P's ratings outlook on Compass Group is stable, reflecting its
opinion that the company's operating performance will continue to
improve over the next year.


COMPETITIVE TECHNOLOGIES: Amends 2013 Annual Report
---------------------------------------------------
Competitive Technologies amended its annual report on Form 10-K
filed with the U.S. Securities and Exchange Commission on
April 16, 2014, to replace in its entirety the information
provided in Part III of the Original Filing, which was previously
expected to be incorporated by reference from the Proxy Statement
for the Company's 2014 Annual Meeting of Stockholders.  A copy of
the Form 10-K/A is available for free at http://is.gd/zoaPMo

                   About Competitive Technologies

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

Competitive Technologies reported 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.


COMPETITIVE TECHNOLOGIES: Asserts Rights Over Calmare Product
-------------------------------------------------------------
Giuseppe Marineo, an inventor of the Calmare(R) pain therapy
device, and Delta Research and Development, Mr. Marineo's research
company, and Delta International Services and Logistics, Delta's
commercial arm in which Mr. Marineo is the sole beneficiary of all
proceeds as its founder and sole owner, issued a press release on
April 8, 2014, stating that Competitive Technologies, Inc., did
not have authority to sell, distribute and manufacture Calmare as
an exclusive agent of the Group.  CTI issued a corporate response
in a press release dated April 11, 2014, stating that the Group's
Press Release was inaccurate and has since been purged by the
overseeing body of wire services.

As disclosed in the Company's Annual Report on Form 10-K on
April 16, 2014, this dispute between the Company and the Group is
over the validity of a 2012 Amendment to a Sales and
Representation Agreement which, if valid and enforceable, would
have compromised its rights to sell, distribute and manufacture
Calmare as an exclusive agent of the Group in the global
marketplace, especially in the European, Middle Eastern and North
African territory which was responsible for approximately 70
percent of gross Calmare sales in 2011.  However, the Company
believes that the Amendment is neither valid nor enforceable as it
was never duly signed or authorized and subsequently deemed null
and void as disclosed on April 16, 2014, in the Form 10-K filing.
Therefore, the parties' rights are determined by an earlier
agreement whereby the Company still possesses the authority to
sell, distribute and manufacture Calmare as a world-wide exclusive
agent of the Group.

On April 16, 2014, counsel for the Group sent a cease and desist
letter to the Company, requesting a confirmation that the Company
would no longer hold itself out as an agent of the Group permitted
to sell, distribute and manufacture Calmare world-wide including
the EMENA territory.

The Company responded on April 25, 2014, to the Cease and Desist
Letter, disputing Group Counsel's interpretation of the events
surrounding the execution of the Amendment.  At this time the
Company is pursuing a reasonable and amicable resolution to the
situation.

                About Competitive Technologies

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

Competitive Technologies reported 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.


CORINTHIAN COLLEGES: Receives Credit Facility Waiver
----------------------------------------------------
Corinthian Colleges, Inc. on May 12 disclosed that it had reached
agreement with the lenders in its syndicated credit facility to
amend the facility and to waive an event of default.  The default
had occurred as a result of the deferred tax asset valuation
allowance the Company recorded during the quarter ended March 31,
2014.

A description of the amendment and waiver agreements and further
background is contained in the Report on Form 10-Q the Company
filed earlier today, and a copy of the First Amendment to the
Credit Agreement is filed as an exhibit to the Form 10-Q.

                         About Corinthian

Corinthian -- http://www.cci.edu-- is one of the largest post-
secondary education companies in North America.  It has 107
Everest, Heald and WyoTech campuses, and also offer degrees
online.


DBSI INC: Former Execs Say Jurors 'Misled' Amid Acquittal Push
--------------------------------------------------------------
Law360 reported that four former executives convicted of running a
Ponzi-like scheme through bankrupt real estate firm DBSI Inc.
asked an Idaho federal court to toss the verdicts against them or
grant a new trial, saying prosecutor missteps tainted the jury's
decision.

According to the report, an Idaho federal jury on April 14
convicted former DBSI President Douglas L. Swenson on 34 counts of
wire fraud and his cohorts Mark Ellison, David D. Swenson and
Jeremy S. Swenson of 44 counts each of securities fraud. But
attorneys for the men now allege in a filing that the government
and the court made a number of errors at the trial's close that
wrongfully swayed the jury.

The court should consider whether "the jury's verdicts as to David
Swenson, Jeremy Swenson and Mark Ellison are flawed to such an
extent as to warrant acquittal," the defense counsel allege, the
report related.

Among other things, they questioned whether the government had
presented sufficient evidence at trial and alleged federal
prosecutors had committed errors in their arguments, such as by
misstating the proof of intent required for securities fraud,
which ultimately "misled the jury into believing that securities
fraud was not a specific intent crime," the report further
related.

The case is U.S. v. Douglas L. Swenson et al., case number 1:13-
cr-00091, in the U.S. District Court for the District of Idaho.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DETROIT, MI: Snyder Says Progress Being Made on $350MM for City
---------------------------------------------------------------
Paul Egan, writing for The Detroit Free Press, reported that
Detroit emergency manager Kevyn Orr, after reportedly making
progress, plans to return to Lansing to push for state money to
aid the city's bankruptcy settlement, but he'll do so as antitax
activists say they will pull out all the stops to squash the move.

According to the report, the leader of a Michigan antitax group
affiliated with the tea party movement, Americans for Prosperity,
said his group will fight any such appropriation and plans to mail
literature and make phone calls to certain lawmakers' home
districts to put the pressure on.

Orr is expected to caucus with Republicans as they prepare to
introduce a package of bills to provide for the state
contribution, the report related.  The proposal is the equivalent
of $350 million over 20 years, but there is growing traction in
Lansing for a single up-front payment that would be closer to $200
million.

"I think there's been tremendous progress," Gov. Rick Snyder told
reporters after meeting with Orr, the report further related.  "I
appreciate Kevyn Orr being up here to help educate lawmakers on
the situation" and "the plan of adjustment will show parties
coming on board to settle it, including the retirees, but also a
number of unions.

"I think that really creates an environment where we should be
looking to go forward with the legislation about the settlement,"
the report added.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

Judge Rhodes on May 6 approved the disclosure statement explaining
the City's fourth amended plan.  Judge Rhodes will commence the
hearing on plan confirmation on July 24.  Additional confirmation
hearing dates, as necessary, will be July 25, July 28-31, August
4-8, and August 11-15.  A final pretrial conference on plan
confirmation is set for July 23.


DIALOGIC INC: Amends 2013 Annual Report
---------------------------------------
Dialogic Inc. amended its annual report for the year ended
Dec. 31, 2013, for the purpose of amending Part III, Items 10
through 14 and to update Item 15 of the Company's Annual Report
which was filed with the U.S. Securities and Exchange Commission
on March 31, 2014, to include information previously omitted from
the 2013 10-K in reliance on General Instruction G to Form 10-K,
which provides that registrants may incorporate by reference
certain information from a definitive proxy statement filed with
the SEC within 120 days after the end of the fiscal year.  The
Company did not file a definitive proxy statement before
April 30, 2014 pursuant to Regulation 14A.  A copy of the Form
10-K/A is available for free at http://is.gd/T7HMfN

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic Inc. reported a net loss of $53.93 million in 2013
following a net loss of $37.61 million in 2012.  As of Dec. 31,
2013, the Company had $66.72 million in total assets, $133.72 in
total liabilities and a $66.99 million total stockholders'
deficit.

                        Bankruptcy Warning

"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets.  As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes," the Company said in the annual
report for the year ended Dec. 31, 2013.


DRIPPING SPRINGS: Foreclosure Sale Set for June 12
--------------------------------------------------
Vacant land owned by Dripping Springs Ranch, L.L.C., at 3975
Dripping Springs Road Winkelman, Arizona 85292, will be sold at
public auction to the highest bidder, at the front entrance to the
County Courthouse, 1400 East Ash Street, Globe, Gila County,
Arizona, on June 12, 2014 at 10:00 a.m.

The sale will be made for cash or other form satisfactory to the
Trustee.

Sale proceeds will be used to pay down debt in the original
principal balance of $1,566,567 owed to:

     Bank of America, N.A.
     222 N. LaSalle Street, 17th Floor
     Chicago, IL 60601

The current Trustee may be reached at:

     Jason D. Curry, Esq.
     QUARLES & BRADY LLP
     Renaissance One Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200


DUCOMMUN INC: S&P Affirms 'B+' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Ducommun Inc.  The outlook is stable.
S&P also affirmed the 'BB' issue rating on the company's first-
lien revolving credit facility and term loan.  The '1' recovery
rating on the debt remains unchanged, indicating S&P's expectation
for very high recovery (90%-100%) in the event of a payment
default.  At the same time, S&P raised the issue-level rating on
the company's unsecured notes to 'B' from 'B-' and revised the
recovery rating on this debt to '5' from '6', reflecting S&P's
expectation for modest recovery (10%-30%) in the event of a
payment default.

The rating on Ducommun reflects S&P's expectation that the
company's credit measures will improve modestly over the next
12-24 months, largely due to debt repayment, as well as improving
margins.  S&P expects debt to EBITDA of 3.5x-4x and funds from
operations (FFO) to debt of 15%-17% in 2014.  The rating actions
on the company's unsecured debt reflect the improved recovery
prospects for lenders.

The outlook is stable.  "We expect the company's revenue to be
relatively flat over the next two years as U.S. defense spending
cuts and weakness in the company's industrial and natural resource
segments offset strong demand in the commercial aerospace
segment," said Standard & Poor's credit analyst Christopher
Denicolo.  "However, we believe Ducommun's use of free cash flow
to reduce debt should enable it to maintain credit protection
measures that are appropriate for the rating, with gradual
improvement likely over the next 12-24 months."

S&P does not expect to raise its rating on Ducommun over the next
year, but it could do so if the company's earnings and cash flows
increase more than it expects, resulting in debt to EBITDA below
3.5x and FFO to debt above 20%.

A downgrade is also unlikely during the next 12 months, but S&P
could lower the rating if the company makes additional large debt-
financed acquisitions, if its key markets weaken more than S&P
expects, or if any significant, adverse changes in U.S. defense
spending priorities lead to FFO to total debt consistently less
than 12% and debt to EBITDA increasing more than 5x.


EL MIRAGE MARKET: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: El Mirage Market Place, LLC
        1428 E Villa Maria DR
        Phoenix, AZ 85022

Case No.: 14-07114

Chapter 11 Petition Date: May 12, 2014

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

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: 602-482-0123
                  Fax: 602-482-4068
                  Email: arboledac@abfirm.com

Total Assets: $4.51 million

Total Liabilities: $15.63 million

The petition was signed by Joseph A. David, managing member.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-07114.pdf


ELEPHANT TALK: Amends 2013 Annual Report
----------------------------------------
Elephant Talk Communications Corp. amended its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2013, which was
originally filed on March 31, 2014, to amend and restate parts of
Part I (Risk factors), Part II (Item 5, Item 7 and Item 8), and
incorporates in its entirety Part III (Items 10, 11, 12 and 13).
A copy of the Form 10-K/A is available at http://is.gd/OPeWpy

                        About Elephant Talk

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

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.  As of Dec. 31, 2013, the Company had $43.31 million in
total assets, $19.58 million in total liabilities and $23.73
million in total stockholders' equity.


EMPIRE RESORTS: Top Stockholder Exercises Subscription Rights
-------------------------------------------------------------
Kien Huat Realty III Limited, Empire Resorts, Inc.'s largest
stockholder, exercised the basic subscription rights it was
granted in the Company's ongoing rights offering on Monday,
April 28, 2014.  That exercise would result in proceeds of
approximately $9.8 million to Empire when the rights offering is
consummated.  The consummation of the rights offering is subject
to customary closing conditions.

Kien Huat's Director, Gerard Lim, stated, "As Empire's largest
shareholder, Kien Huat is pleased to have this opportunity to
exercise its rights under Empire's rights offering.  Kien Huat has
a substantial investment in Empire and fully supports Empire's
plans to build a resort destination at Adelaar, a new world-class
destination resort that, if awarded a license, will deliver
significant economic benefits for local businesses, create
dependable local employment and will have a positive impact on
tourism in Sullivan County, New York."

The Company distributed to its common stock holders and Series B
Preferred Stock holders one non-transferable right to purchase one
share of common stock at a subscription price of $6.25 per share
for each fifteen shares of common stock owned, or into which their
Series B Preferred Stock was convertible, on March 31, 2014, the
record date for the offering.  In addition to being able to
purchase their pro rata portion of the shares offered based on
their ownership as of March 31, 2014, stockholders may
oversubscribe for additional shares of common stock.  Holders of
rights may exercise their subscription rights to purchase
additional shares of the Company's common stock at the
subscription price per share until prior to 5:00 p.m., New York
City time, on April 30, 2014, the expected expiration date of the
rights offering.  Subscription rights not exercised by the
expiration time and date will expire and have no value.

                       About Empire Resorts

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

Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 followin a net loss applicable to common
shares of $2.26 million in 2012.  As of Dec. 31, 2013, the Company
had $39.04 million in total assets, $48.82 million in total
liabilities and a $9.77 million total stockholders' deficit.


ENERGY FUTURE: 7-Member Committee Named for TCEH Debtors & EFHCS
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, on
Tuesday named a seven-member official committee of unsecured
creditors in the Chapter 11 cases of Energy Future Competitive
Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive
Electric Holdings Company LLC; and EFH Corporate Services Company.
The Committee represents the interests of the unsecured creditors
of ONLY the TCEH Debtors and EFH Corporate Services, and of no
other debtors.

The Committee members are:

     1. Pension Benefit Guaranty Corporation
        Attn: Craig Yamaoka
        Senior Financial Analyst
        1200 K Street NW
        Washington, DC 20005
        Tel: 202-234-4070
        Fax: 202-842-2643

     2. HCL America Inc.
        Attn: Raghu Raman Lakshmanan
        330 Potrero Avenue
        Sunnyvale, CA 94085
        Tel: 408-523-8331
        Fax: 408-733-0482

     3. The Bank of New York Mellon
        Attn: Dennis J. Roemlein
        601 Travis, 16th Floor
        Houston, TX 77002
        Tel: 713-483-6531
        Fax: 713-483-6979

     4. Law Debenture Trust Company of New York
        Attn: Frank Godino, VP
        400 Madison Avenue, NY 10017
        Tel: 646-747-1251
        Fax: 212-750-1361

     5. Holt Texas LTD, dba Holt Cat
        Attn: Michael Puryear, Esq.
        General Counsel
        3302 South W.W. White Road
        San Antonio, TX 78222
        Tel: 210-648-8921
        Fax: 210-648-3559

     6. ADA Carbon Solutions (Red River)
        Attn: Peter Hansen, Esq.
        General Counsel
        1460 W. Canal Court, Suit 100
        Littleton, CO 80120
        Tel: 303-962-1988
        Fax: 303-962-1970

     7. Wilmington Savings Fund Society
        Attn: Patrick J. Healy
        500 Delaware Avenue
        Wilmington, DE 19801
        Tel: 302-888-7420

Meanwhile, there's a meeting of creditors in accordance with
section 341 of the Bankruptcy Code for Wednesday June 4, 2014 at
1:00 p.m. (Eastern Daylight Time) at the Double Tree Hotel, Salon
C, 700 North King Street, Wilmington, Delaware 19801.

           About Energy Future Holdings, fka TXU Corp.

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

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

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

The TCEH first lien lenders supporting the restructuring agreement
are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP
as legal advisor, and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.


ENERGY FUTURE: May 22 Hearing on Wilmington Savings Discovery Bid
-----------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware, will hold a Status
Conference in connection with "Motion of Wilmington Savings Fund
Society, FSB for Leave to Conduct Discovery Pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure of Energy Future
Holdings Corporation, its Affiliates, and Certain Third Parties"
for May 22 at 9:30 a.m.

Energy Future Holdings Corp. and its affiliates commenced
bankruptcy cases with a deal with senior creditors that would
reduce debt by $23 billion but Wilmington Savings Fund Society,
FSB, the successor trustee for the second-lien noteholders owed
about $1.6 billion, wants (i) a probe into previous transactions
by Energy Future and (ii) to move the Chapter 11 cases to Dallas,
Texas.

On the day Energy Future sought bankruptcy protection, Wilmington
Savings promptly filed a motion asking the bankruptcy court in
Delaware to order a venue transfer of the Chapter 11 cases to the
Northern District of Texas.

Wilmington Savings points out that the Debtors' only connection to
Delaware is that certain of the Debtors were formed under Delaware
law.  On the other hand, the Debtors' operations and customers are
all in Texas.  It notes that the Debtors' headquarters in Energy
Plaza in Dallas is merely a 9-minute walk from the Bankruptcy
Court in Dallas.  By contrast, Energy Plaza, where substantially
all of the Debtors' key management members are located, is
approximately 1,436 miles from the Bankruptcy Court in Wilmington.

Counsel for Wilmington Savings, William P. Bowden, Esq., at Ashby
& Geddes, P.A., avers that the facts and circumstances of the
Chapter 11 cases make clear that transfer to the Northern District
of Texas would benefit substantially all parties in interest other
than, perhaps, professionals or senior lenders based in the
Northeast, who would incur modest additional travel burdens.

Mr. Bowden argues that if the Chapter 11 cases remain in Delaware,
critical management personnel will be required to spend extended
periods away from their offices when they should be focused on
addressing business issues critical to maximizing value for all
creditors (not just senior lenders with whom management has
elected to negotiate).

Wilmington Savings also filed a motion under Rule 2004 of the
Federal Rules of Bankruptcy Procedure for an order directing
discovery relating to, inter alia:

  (a) historic and ongoing mismanagement of the Debtors;

  (b) disabling conflicts of interest affecting management and
      the Chapter 11 cases; and

  (c) potential efforts by the Debtors' senior management, for
      the benefit of senior lenders, to artificially depress
      enterprise value for restructuring purposes -- at the
      expense of holders of second liens and other parties in
      interest.

The Debtors are the product of the $45 billion 2007 leveraged
buyout of TXU Corporation -- the largest leveraged buyout
transaction in this country's history -- led by GS Capital
Partners, TPG Capital and KKR & Co., L.P.  That transaction was
predicated on acquisition indebtedness that was acknowledged at
the time as record-breaking and has proved to be unsustainable.
Since the close of the LBO, and despite TCEH's admitted
insolvency, the Sponsor Group and management have materially
increased the Debtors' risks through their subsequent actions and
inactions, Wilmington Savings tells the Court.

According to Wilmington Savings, through negotiating a series of
debt amendments and extensions that have further increased debt,
the Debtors are now devoting virtually all free cash from
operations to debt service and have a record level of debt per
megawatt of nameplate capacity.  In addition, the Debtors'
management has, inter alia, failed (a) to effectively address a
significant decline post-LBO in the Debtors' once commanding
retail market share (where even relatively modest recoveries would
result in meaningful improvements to cash flows and a resulting
increase of measurable enterprise value); and (b) to take prudent
and necessary steps to bring overhead in line with comparable
metrics (including by shedding the approximate $50 million/year in
fees paid to the Sponsor Group).  The failure to resolve these
business imperatives has resulted in lost cash flow and, coupled
with the current debt burden, impairs the Debtors' competitive
posture and potentially, long term viability.

"Having ineptly 'kicked the can down the road' for the past six
years, management has now steered the Debtors into chapter 11 with
pending deals with Senior Lenders and creditors of the Debtors'
regulated business segment. These Debtors effectively wasted
nearly a year and many hundreds of millions of dollars pursuing
their doomed 'Project Olympus,' a proposal aimed at retaining
value for the Sponsor Group by keeping the Debtors' merchant power
and transmission businesses together under the EFH banner.  With
the failure of that effort and faced with the inevitable split of
the regulated business from the non-regulated business, the
Sponsors and the Debtors' management have shifted gears and appear
to have refused to meaningfully consider any restructuring that
would expose EFH (the Sponsors' investment vehicle) to tax
liabilities that might result from a separation of the merchant
power and transmission business, despite the unambiguous economic
interests of subsidiary creditor groups.  This refusal appears
designed to avoid the reputational repercussions to the Sponsors
from having massive tax liabilities go unfunded at EFH. Instead of
addressing fiduciary responsibility of TCEH's management to TCEH's
creditors, the Debtors now appear, with the approval of Senior
Lenders, intent on saddling TCEH with future tax liabilities --
via a 'tax free spinoff' of the unregulated business that would be
to the direct detriment of the Second Liens and other junior
creditors largely excluded from restructuring discussions to date.
With expected recoveries in excess of their claims, the Senior
Lenders appear all too willing to accept such future tax liability
in exchange for a quick trip through Chapter 11 that would
extinguish junior interests," Mr. Bowden argues.

The Debtors have defended their move to file in Delaware,
according to a Wall Street Journal report, saying the case should
stay in the small state, familiar territory to bankers and
bankruptcy professionals.  Energy Future said its focus "is on
rehabilitation of the . . . balance sheet, not a liquidation where
employees would be out of a job." The big creditors, and the big
professional firms working on the bankruptcy, are far from Texas,
Energy Future's lawyers said.

The Debotrs also have served a "First Set of Interrogatories and
Document Requests to Wilmington Savings Fund Society, FSB and the
Ad Hoc Group of TCEH Unsecured Noteholders Pursuant to Federal
Rules of Civil Procedure 26 and 34.

           About Energy Future Holdings, fka TXU Corp.

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

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

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

The TCEH first lien lenders supporting the restructuring agreement
are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP
as legal advisor, and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

The United States Trustee for Region 3 has appointed a seven-
member official committee of unsecured creditors in the Chapter 11
cases of Energy Future Competitive Holdings Company LLC; EFCH's
direct subsidiary, Texas Competitive Electric Holdings Company
LLC; and EFH Corporate Services Company.  The Committee represents
the interests of the unsecured creditors of ONLY the TCEH Debtors
and EFH Corporate Services, and of no other debtors.


ENERGY FUTURE: Bankruptcy's Silver Lining for Coal Power Plants
---------------------------------------------------------------
Mark Chediak and Harry R. Weber, writing for Bloomberg News,
reported that bankruptcy may be the best thing to happen to Energy
Future Holdings' coal-burning power plants.

According to the report, saddled with $49.7 billion in debt under
the stewardship of private-equity firms that included KKR & Co.,
the Texas electricity generator is poised for a turnaround after
emerging from bankruptcy court.  Its five coal plants, some at
risk for closure, will have more staying power as debt gets
slashed, higher natural gas prices boost profits and concerns
about grid reliability increase their value.

"Those plants are going to continue to run as long as they make
money and they will be even more profitable if gas prices rise,"
Joseph DeSapri, a credit analyst for Morningstar Inc., told
Bloomberg.

Coal-fueled plants owned by Energy Future's generating unit,
Luminant, make up almost 11 percent of total power supplies in
Texas and are considered a key safety margin in the state where
booming demand threatens to outstrip capacity, the report related.
Creditors including hedge funds and other investors stand to take
over the units -- some more than 40 years old -- for cents on the
dollar after KKR, TPG Capital and Goldman Sachs lost billions on
them in the biggest leveraged buyout in history.

            About Energy Future Holdings, fka TXU Corp.

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

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

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.  The EFIH
unsecured creditors supporting the restructuring agreement are
represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor.  The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.


ENERGY XXI: S&P Assigns 'B' Rating to $300MM Sr. Unsecured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue
rating to the proposed $300 million senior unsecured debt due 2024
to be issued by Energy XXI Gulf Coast Inc.  The recovery rating on
this debt is '5', indicating S&P's expectation for modest recovery
(10% to 30%) in the event of a payment default.

At the same time, S&P lowered its issue ratings on subsidiary
Energy XXI Gulf Coast Inc.'s existing senior unsecured debt to 'B'
from 'B+' and removed them from CreditWatch, where S&P had placed
them with negative implications on March 13, 2014.  S&P revised
the recovery rating on the debt to '5' from '4', indicating its
expectation for modest (10% to 30%) recovery in the event of a
payment default.

S&P also affirmed its 'B+' corporate credit rating on Energy XXI
(Bermuda) Ltd. and its 'B-' issue-level rating on its convertible
debt.  The recovery rating on this debt remains '6', indicating
S&P's expectation for negligible (0%-10%) recovery in the event of
a payment default.  The rating outlook is stable.

"Despite weaker credit measures attributed to higher debt levels
used to fund the EPL acquisition, the stable outlook reflects our
expectation that EXXI will prudently manage its capital spending
in fiscal 2015, enabling the company to generate positive cash
flow and reduce debt levels," said Standard & Poor's credit
analyst Mark Salierno.  "We estimate the company's FFO to debt
will be in the low-20% area and that debt to EBITDA will be in the
low-3x area by the end of fiscal 2015."

S&P could lower the ratings if credit measures weakened from
current pro forma levels, including EXXI's FFO to debt falling
below 20% for a prolonged period.  S&P believes this could occur
if oil prices dropped meaningfully from current levels or if lower
capital spending or an operational disruption in the Gulf of
Mexico lead to a shortfall in production.  S&P believes such a
disruption would likely reduce cash flow and necessitate increased
borrowings and cause leverage to approach 4x.  S&P would also
consider a lower rating if liquidity deteriorated, which could
occur if the company does not term out revolving credit facility
borrowings in a timely manner over the next year, or if capital
spending in fiscal 2015 is meaningfully higher than S&P's
forecast.

Given S&P's weaker projected credit measures in light of the EPL
transaction, it currently do not expect to raise the ratings over
the next 12 months.  An upgrade would require EXXI to further
expand its reserve base while maintaining debt leverage at or
below 3x on a sustained basis.  Since EXXI remains narrowly
focused within the hurricane-prone Gulf of Mexico, S&P would also
need EXXI to improve its geographic diversity, which could come
from expanding its producing base into the deeper waters of the
Gulf of Mexico or outside of the Gulf region.


ENVISION HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised all ratings on Greenwood
Village, Co.-based Envision Healthcare Corp., including the
corporate credit rating to 'BB-', from 'B+'.  The outlook is
stable.

S&P raised its ratings because the company's leverage has improved
as a result of debt repayment and EBITDA growth.  S&P revised its
financial profile assessment to "aggressive" from "highly
leveraged".

"The ratings are based on our business risk profile assessment of
"fair" and our financial risk profile assessment of "aggressive,"
which reflects the company's ownership by financial sponsors and
our expectation that the company's growth strategy will likely
prevent sustained deleveraging below 4x," said credit analyst
Tulip Lim.

The outlook is stable.  Despite S&P's expectation of high revenue
and EBITDA growth, it do not expect sustained deleveraging below
4x because of the company's growth strategy and its control by
financial sponsors.

Upside scenario

S&P could raise the rating if the sponsors were clearly on a path
to divest their ownership and relinquish control and the company
articulates a financial policy such that S&P become convinced that
leverage would remain below 4x.

Downside scenario

S&P believes a downgrade is unlikely because the company has
meaningful debt capacity at the current rating level, but it could
lower the ratings if it expects the company's leverage would rise
and remain above 5x.  This could occur if the company funded more
than $1 billion in acquisitions with debt.


EVANS & SUTHERLAND: Incurs $551,000 Net Loss in 1st Quarter
-----------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $551,000 on $6.67 million of sales
for the three months ended March 28, 2014, as compared with a net
loss of $1.35 million on $4.70 million of sales for the three
months ended March 29, 2013.

The Company's balance sheet at March 28, 2014, the Company had
$25.59 million in total assets, $39.44 million in total
liabilities and a $13.84 million total stockholders' deficit.

"Recurring losses prior to 2013 have been accompanied by negative
cash flows from operating activities.  Furthermore, as of March
28, 2014, the unfunded obligation of the Company's qualified
defined benefit pension plan ("Pension Plan"), as measured for
accounting purposes, amounted to $19,012, contributing to a total
stockholders? deficit of $13,842 as of March 28, 2014.  Aided by
prior cost reduction efforts and improved 2013 sales volume the
Company reported net income for 2013 and a loss of $551 for the
first quarter of 2014.  The Company does not believe it can
sustain and improve annual profitability at sufficient levels to
fund its existing Pension Plan obligation.  In order to preserve
the liquid resources required to operate the business, the Company
stopped making cash payments due to the Pension Plan trust
beginning in October 2012.  The Company initiated an application
process for the distress termination of the Pension Plan in
accordance with provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA") which it believes will result in a
settlement of its Pension Plan liabilities on terms that are
feasible for the Company to continue in business as a going
concern through 2014 and beyond," the Company said in the
Quarterly Report.

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

                        http://is.gd/Qyw1y6

                      About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $793,000 on $18.42 million of sales as compared with a
net loss of $2.19 million on $17.92 million of sales for the nine
months ended Sept. 28, 2012.


FAMILY MEMORIALS: Delays Filing; OSC Issues Temporary MCTO
----------------------------------------------------------
Family Memorials Inc. on May 12 disclosed that it is providing
this bi-weekly Default Status Report in accordance with National
Policy 12-203 Cease Trade Orders for Continuous Disclosure
Defaults.  On April 28, 2014, the Corporation disclosed that it
would be unable to file its audited financial statements,
management's discussion and analysis and related Chief Executive
Officer and Chief Financial Officer certificates for the year
ended December 31, 2013 before the April 30, 2014 filing deadline
for the reason disclosed within that announcement.

In accordance with NP 12-203, and as previously announced, the
Corporation applied to the Ontario Securities Commission to
approve a temporary management cease trade order to prohibit
trading in securities of the Corporation, whether direct or
indirect, by certain insiders of the Corporation.  On May 2, 2014,
the OSC issued a temporary MCTO.

The Corporation is working on the Required Filings and anticipates
that it will be in a position to remedy the default by filing the
Required Filings by May 30, 2014.

Pursuant to the requirements of section 4.4 of NP 12-203 -
Alternative Information Guidelines, the Corporation reports that
since the issuance of the Default Notice, there have not been any
material changes to the information provided therein nor has there
been any failure by the Corporation in fulfilling its stated
intentions with respect to satisfying the AIG.  In addition, there
has not been any other specified default by the Corporation under
NP 12-203 nor are any anticipated and there is no other material
information concerning the affairs of the Corporation that has not
otherwise been reported.

                     About Family Memorials

The Corporation is a Canadian public company operating in the
death care industry retailing monuments and memorials through
wholly owned subsidiaries and with agency and sales agreements
with funeral homes.  The Corporation currently trades on the TSX
Venture Exchange under the symbol "FAM".


FINJAN HOLDINGS: Annual Stockholders' Meeting Set on July 10
------------------------------------------------------------
Finjan Holdings, Inc.'s Board of Directors has established a
record date for its 2014 annual meeting of stockholders.   The
annual meeting is scheduled to be held at 9 a.m. Eastern Time at
575 Madison Avenue, New York, NY 10022, on July 10, 2014.

Finjan Holdings stockholders of record at the close of business on
May 15, 2014, will be entitled to notice of the annual meeting and
to vote upon matters considered at the meeting.  The Company will
make available to all stockholders of record the proxy statement
containing the meeting details and admission procedures.
Stockholders are encouraged to review this information when it
becomes available.

                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012.  As of Dec. 31,
2013, the Company had $27.94 million in total assets, $924,000 in
total liabilities and $27.02 million in total stockholders'
equity.


FIRST PHYSICIANS: Posts $3.6 Million Net Income in First Quarter
----------------------------------------------------------------
First Physicians Capital Group, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $3.66 million on $6.93 million of
net revenue from services for the three months ended March 31,
2014, as compared with net income of $2.72 million on $6.06
million of net revenue from services for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $42.32
million in total assets, $27.45 million in total liabilities,
$191,000 in total non-redeeemable preferred stock, $12.21 million
in redeemable preferred stock and $2.46 million in total
stockholders' equity.

As of March 31, 2014, the Company had working capital of $13.2
million compared with working capital of $7.9 million at Sept. 30,
2013, an increase of $5.3 million.  The working capital increase
was primarily the result of a $3.1 million increase in cash, a
$1.6 million increase in trade accounts receivable and a $1.1
million reduction in accrued expenses.

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

                        http://is.gd/HgLJlR

                       About First Physicians

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

                            *    *     *


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


FIRSTPLUS FINANCIAL: Judge Trims Attys' Fees in Racketeering Case
-----------------------------------------------------------------
Law360 reported that a New Jersey federal judge on Wednesday
declined to toss racketeering charges against a pair of reputed
Lucchese crime family associates accused of draining $12 million
from a mortgage lender and forcing its bankruptcy but dismissed
counts against two attorneys and another defendant.

According to the report, in a brief order, U.S. District Judge
Robert B. Kugler declined to dismiss any of a host of charges,
including racketeering conspiracy, securities fraud, wire fraud,
mail fraud, bank fraud, extortion and money laundering, against
Nicodemo Scarfo and Salvatore Pelullo.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FISKER AUTOMOTIVE: Seeks More Time To Finalize Ch. 11 Plan
----------------------------------------------------------
Law360 reported that Fisker Automotive Holdings Inc. sought more
time to finalize its Chapter 11 plan before a judge considers
sending it to creditors for a vote, saying that even with a $150
million sale to Wanxiang Group Corp. in place, certain creditors
are still not quite on board.

According to the report, the bankrupt electric-car maker said in
court filings that it wants to push out a May 6 hearing to
consider its disclosure statement that is distributed to creditors
for voting purposes to May 20.

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FOUNDATION HEALTHCARE: To Hold "Say-on-Pay" Votes Every 3 Years
---------------------------------------------------------------
Foundation Healthcare, Inc., on Dec. 4, 2013, filed a current
report on Form 8-K with U.S. Securities and Exchange Commission
reporting, among other things, the voting results from its annual
meeting of stockholders held on Dec. 2, 2013.  The Company amended
Current Report to disclose the Company's decision regarding how
frequently it will hold an advisory vote on compensation of its
named executive officers.

A majority of the votes cast by shareholders was in line with the
recommendation of the Company's board of directors to hold an
advisory vote on the compensation of named executive officers
every three years.  In light of that vote, the Company will
include an advisory vote on the compensation of named executive
officers in its proxy materials every three years until the next
required advisory vote on the frequency of advisory votes on the
compensation of named executive officers.

                   About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.42 million on $93.14
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $52.97 million of revenues in 2012.  The
Company's balance sheet at Dec. 31, 2013, shows $55.27 million
in total assets, $61.85 million in total liabiities, $8.70 million
in preferred noncontrolling interests and a $15.27 million total
deficit.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


GENERAL MOTORS: U.S. Lost $11.2-Bil. in Bailout, TARP Report Says
-----------------------------------------------------------------
Tim Higgins, writing for Bloomberg News, reported that the U.S.
Treasury's bailout fund lost $11.2 billion on the rescue of
General Motors Co. with the government's exit of the largest U.S.
automaker, a report said.

According to the report, the total includes $826 million that the
Treasury wrote off in March for its remaining claim in old GM, the
special inspector general for the Troubled Asset Relief Program
said in a report to Congress on April 30.  In December, the
government had put the loss at about $10.5 billion on its $49.5
billion investment.

The Treasury sold its remaining shares in GM in December,
signaling the end of Government Motors, as the Detroit-based
automaker was derisively labeled by some critics after the U.S.
government stepped in with emergency funding in 2008, the report
related.  Bailouts from the George W. Bush and Barack Obama
administrations helped GM avoid liquidation and reorganize in a
2009 bankruptcy that has given new life to the company.

"The goal of Treasury's investment in GM was never to make a
profit, but to help save the American auto industry, and by any
measure that effort was successful," Adam Hodge, a Treasury
spokesman, said in an to Bloomberg.

Buoyed by lower debt, reduced labor costs and a focus on only its
strongest brands, GM is emblematic of a revitalized U.S. auto
industry, the report further related.  While the government lost
money, its exit paved the way for an influx of fresh investor
capital.

                     About Motors Liquidation

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

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

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

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


GENERAL MOTORS: Wants Ignition Switch Suits Stayed
--------------------------------------------------
Law360 reported that General Motors Co. said that class action
plaintiffs in ignition switch defect suits should voluntarily
pause the suits while a New York bankruptcy court rules on whether
the suits are allowed under the 2009 sale order that allowed it to
exit bankruptcy.

According to the report, GM wrote in a letter to U.S. Bankruptcy
Judge Robert E. Gerber that plaintiffs should enter "voluntary
stipulations" staying their suits within the next 10 days. The
letter comes as attorneys for the plaintiffs prepare to make their
case before Judge Gerber, the report related.

                     About Motors Liquidation

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

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

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

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


GENESIS ENERGY: S&P Rates $300MM Sr. Unsecured Notes 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Genesis Energy L.P.'s and Genesis Energy
Finance Corp.'s proposed $300 million senior unsecured notes due
2024.  S&P also assigned its '6' recovery rating to the debt,
indicating negligible (0% to 10%) recovery of principal.

The partnership intends to use net proceeds to repay outstanding
borrowings under its revolving credit facility, which had about
$641 million outstanding as of March 31, 2014, and for general
partnership purposes.

Houston-based Genesis is a midstream energy partnership active in
the Gulf Coast area, specializing in pipeline transportation,
refinery services relating to sulfur, and supply and logistics.
S&P's corporate credit rating on Genesis is 'BB-', and the outlook
is stable.  As of March 31, 2014, Genesis had about $1.3 billion
in debt.

RATINGS LIST

Genesis Energy L.P.
Corp credit rating              BB-/Stable/--

New Rating
Genesis Energy L.P.
Genesis Energy Finance Corp.
$300 mil sr unsecd notes        B
Recovery rating                 6


GLOBAL AVIATION: Gets Nod For Ch. 11 Forbearance Deal
-----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to approve
a forbearance agreement between Global Aviation Holdings Inc. and
debtor-in-possession lender Cerberus Business Finance LLC, a deal
that lets the charter air service provider draw on cash collateral
to finance its Chapter 11 case.

According to the report, Global Aviation, which had been operating
under a $51 million DIP package from Cerberus before receiving a
default notice March 25, reached a deal with the lender allowing
the company to tap proceeds from a proposed $13 million sale and
other incoming cash to fund the case.

The forbearance agreement drew flak from a number of sources, but
Global Aviation attorney Kenric D. Kattner told the court that all
objections to the pact had been resolved, the report related.
World (DE) QRS 16-95 Inc., the landlord of Global Aviation's
Peachtree City, Ga., headquarters took aim at the forbearance
agreement, saying the pact fails to account for postpetition lease
payments, a separate Law360 report related.

At a hearing in Wilmington, U.S. Bankruptcy Judge Mary F. Walrath
said she would sign off on the deal as soon as finalized form of
order was submitted, the report further related.

Revisions to the agreement and accompanying budget provide
payments to objecting parties, which include the landlord of
Global Aviation's headquarters, the official committee of
unsecured creditors and the U.S. trustee, among others, the report
added.

Global Aviation's motion drew fire from additional sources,
including the U.S. trustee's office and the Teamsters union.  The
U.S. Trustee objected to the forbearance agreement on the grounds
that Global Aviation hasn't filed its February operating report or
paid trustee's fees for the fourth quarter of 2013, Law360
related.  The Teamsters launched a response seeking to alert the
court to the "devastating effect that Cerberus' recent actions and
proposed wind-down budget will have upon the debtors' employees,"
Law360 further related.

                   About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.

The Deal reported that World Airways Inc. ceased operations on
March 27, 2014, after its bankrupt parent was unable to secure
necessary funding to keep the charter operator airborne.


GOODMAN NETWORKS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Goodman Networks Inc. to negative from stable.  At the same time,
S&P affirmed all ratings on the company, including the 'B'
corporate credit rating.

"The outlook revision is based on our view that there is a one-
third or greater chance of a downgrade over the next year due to
factors that could lead to adjusted leverage sustained above 5x
(including the present value of operating leases in our debt
calculation)," said Standard & Poor's credit analyst Michael
Weinstein.

These factors are:

   -- Goodman may be unable to materially improve its
      infrastructure services gross margin if demand for tower
      crew labor remains elevated due to network upgrades that are
      ongoing across the U.S. wireless industry.

   -- AT&T, the company's largest customer, which generates
      approximately 58% of revenue, pro forma for the Multiband
      acquisition, could delay or change its network upgrade
      plans.

The negative outlook reflects the possibility that the company may
be unable to meaningfully improve profitability in 2014 and reduce
leverage to below 5x on a sustained basis, a parameter that would
be supportive of the current rating.

A downgrade could occur if the company is unable to improve the
gross margin in its infrastructure services segment, or if AT&T
were to curtail capital spending for wireless projects, and this
resulted in leverage sustained above 5x.

S&P could change the outlook to stable within the next year if the
company meets the following conditions:

   -- Total leverage is sustained below 5x with positive FOCF.

   -- The EBITDA margin increases to at least 6%-7% on a sustained
      basis.


GROUP 1 AUTOMOTIVE: S&P Rates $300MM Sr. Unsecured Notes 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
and '5' recovery ratings to Houston, Texas-based auto retailer
Group 1 Automotive Inc.'s proposed $300 million senior unsecured
notes due 2022.  The '5' recovery rating indicates S&P's
expectation for modest recovery (10%-30%) in the event of a
payment default.  The company states it will use the proceeds to
fund a tender offer for its outstanding $115 million 3.0% senior
unsecured convertible notes.

The proposed debt issuance increases debt leverage and interest
expense.  However, S&P believes Group 1's credit measures will
remain appropriate for the rating in 2014, with debt to EBITDA of
4x or less and free operating cash flow to debt of 10% or better.

The rating on Group 1 reflects S&P's view of the company's
resilient business model, including the stability of EBITDA
relative to revenues (the company has a high degree of variable
costs and multiple revenue sources) and the company's very
profitable service business, which does not dependent on vehicle
sales.

RATINGS LIST

Group 1 Automotive Inc.
Corporate Credit Rating                       BB+/Stable/--

New Ratings

Group 1 Automotive Inc.
$300 mil. senior unsecured notes due 2022     BB
  Recovery Rating                              5


GYMBOREE CORP: S&P Lowers CCR to 'CCC+'; Outlook Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based children's apparel retailer The
Gymboree Corp. to 'CCC+' from 'B-'.  The outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's $820 million senior secured term loan to 'CCC+' from
'B-'.  The recovery rating on this debt instrument remains
unchanged at '3', indicating S&P's expectation for meaningful
(50%-70%) recovery in the event of default.

S&P also lowered the issue-level rating on Gymboree's $400 million
senior unsecured notes to 'CCC-' from 'CCC' and the '6' recovery
rating is unchanged on this debt issue.  The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%) recovery in
the event of default.

"Our rating action reflects continuing weak operating performance
and our expectation for further profitability erosion and
weakening liquidity in the upcoming quarters," said credit analyst
Mariola Borysiak.  "We assess Gymboree's business risk profile as
"vulnerable", reflecting its participation in a very competitive
and fragmented children apparel industry, vulnerability to cotton
price inflation, and fashion missteps."

The outlook is developing indicating S&P's belief that performance
will remain challenged at least throughout first half of fiscal
2014 (FYE February 2014).  S&P anticipates modest operational
gains toward the end of the year, resulting from improved
merchandise offering, stronger consumer confidence and inventory
management initiatives.

Downside scenario

S&P would lower the rating if the company is unable to regain
market share and turnaround its declining sales and margin trends
by the end of the fourth quarter.  Under this scenario Gymboree
would continue to be free operating cash flow negative, using its
revolver borrowings to fund its operating and financing needs.
Such significant material deficit in the company's sources of
liquidity would result in our reassessment of liquidity profile to
"weak".

Upside scenario

A positive rating action could be considered if management's
initiatives centered around its inventory position, promotional
strategies and merchandising gain traction into the fourth
quarter, leading to improving sales trends, stronger margins and
our belief that the company can fund its operating and financing
needs with internally generated cash.  Under this scenario S&P
would believe the company will generate and sustain positive
levels of free operating cash flow.  S&P calculates that about 100
basis points gross margin improvement and 3% comparable-store
sales growth will result in modestly positive free operating cash
flow for the company in 2015 (fiscal February 2016).


HAMPTON CAPITAL: Wants CCA Global to Return $180,229
----------------------------------------------------
Hampton Capital Partners, LLC, filed a complaint against CCA
Global Partners, Inc., requesting that the Bankruptcy Court:

   1. avoid and set aside the transfers to the defendant pursuant
to Section 547(b) of the Bankruptcy Code;

   2. grant judgment against defendant in the amount of $180,229
pursuant to Section 550 of the Bankruptcy Code, or in such amount
as the Court determines is due if the defendant establishes any
valid defenses pursuant to Section 547(c); and

   3. award interest on the judgment amount at the maximum legal
rate from the date of the filing of the complaint until paid, with
such recovery being for the benefit of the Debtor's estate
pursuant to Section 550(a).

According to the Debtor, the transfers were made for or on account
of an antecedent debt owed by the Debtor to the defendant before
the transfers were made.

Prior to the Petition Date, the defendant provided services to the
Debtor, and in exchange, the Debtor was obligated to pay the
defendant monetary compensation.  About 90 days prior to the
Petition Date -- the so-called Preference Period -- the Debtor
made certain transfers by check, wire transfer or its equivalent,
including transfers to or for the benefit of the defendant.

During the Preference Period, the Debtor's assets consisted
primarily of (i) its real property at Aberdeen, NC and Wagram, NC,
(ii) its work in process and finished inventory, (iii) accounts
receivable, and (iv) its equipment and other tangible and
intangible personal property.

The total value of all of the Debtor's assets during the
Preference Period was less than $30 million.   The aggregate total
of all of the Debtor's liabilities during the Preference Period
was in excess of $50 million.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C. John Paul H.
Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the
Debtor.  Getzler Henrich & Associates LLC is the financial
consultant.

The Court confirmed the Debtor's second amended plan of
liquidation dated Oct. 8, 2013.  The Plan proposes the appointment
of a trustee to wind up the affairs of the Debtor, complete the
final administration of the Debtor's bankruptcy estate, and
consummate the Plan.


HAMPTON CAPITAL: Files Avoidance Suit v. National Floorcovering
---------------------------------------------------------------
Hampton Capital Partners, LLC, filed a complaint against National
Floorcovering Alliance Corp., to avoid and recoup pre-bankruptcy
transfers of property.

National Floorcovering is an entity of which certain other carpet
or flooring retailers are members.  Prior to the Petition Date,
the defendant and the Debtor entered into a certain "National
Flooring Alliance 2012 Rebate Agreement," in which the Debtor
would pay a rebate to the NFA equal to three percent of certain
purchases made from the Debtor by the members of the NFA.  The
rebate payment would come due on a quarterly basis.

The Debtor made a payment of $87,607, by check, for amounts due
under the Rebate Agreement for the second quarter of 2012.  The
transfer cleared on Nov. 16, 2012, which was within 90 days prior
to the Petition Date.  At the time of the transfer, according to
the Debtor, the defendant had a right to payment on account of an
obligation owed to defendant by the Debtor.

In this relation, the Debtor requests that the Court:

   1. avoid and set aside the transfer to the defendant pursuant
to Section 547(b) of the Bankruptcy Code;

   2. grant judgment against the defendant in the amount of
$87,607 pursuant to Section 550 of the Bankruptcy Code, or in such
amount as the Court determines is due if the defendant establishes
any valid defenses pursuant to Section 547(c);

   3. award interest on the judgment amount at the maximum legal
rate from the date of the filing of the complaint until paid, with
such recovery being for the benefit of the Debtor's estate
pursuant to Section 550(a); and

   4. award the costs of the action against the defendant.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C. John Paul H.
Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the
Debtor.  Getzler Henrich & Associates LLC is the financial
consultant.

The Court confirmed the Debtor's second amended plan of
liquidation dated Oct. 8, 2013.  The Plan proposes the appointment
of a trustee to wind up the affairs of the Debtor, complete the
final administration of the Debtor's bankruptcy estate, and
consummate the Plan.


HARLAN LABORATORIES: S&P Withdraws 'CCC' Rating on Acquisition
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'CCC' corporate credit rating, on Harlan Laboratories Inc. at
the company's request.  This announcement follows news that the
company has been acquired by Huntingdon Laboratories.


HARRIS LAND: Secured Lender Asks Court to Dismiss Ch. 11 Case
-------------------------------------------------------------
Midwest Independent Bank asks the U.S. Bankruptcy Court for the
Western District of Missouri, Southern Division, to dismiss the
Chapter 11 case of Harris Land Development, LLC, or, in the
alternative, convert the Debtor's case to one under Chapter 7 of
the Bankruptcy Code.

MIB, a creditor of Harris Land, also asks the Bankruptcy Court to
lift the automatic stay so it can proceed with foreclosure and
other enforcement action under certain a prepetition loan
agreement.  As of Jan. 15, 2014, the amount owed by the Debtor for
principal and interest is $1,311,449.  The prepetition loan is
secured by certain properties.

MIB asserts that the Debtor cannot establish that the properties
securing its prepetition loan are essential to an effective
reorganization.  MIB tells the Court that the Debtor has failed to
perform under the plan confirmed in the 2010 case, and has failed
to make payments to MIB.  Any sale of the properties would have to
yield sufficient cash to repay the indebtedness owed to MIB, plus
other costs allowed for under the loan, and all closing costs,
commissions, title and escrow costs, before the Debtor could
realize any equity value in the properties, Jonathan C. Browning,
Esq. -- jbrowning@msblawfirm.com -- at Mariea, Sigmund, &
Browning, L.L.C., in Jefferson City, Missouri, asserts on behalf
of MIB.

Judge Arthur B. Federman, the judge overseeing Harris Land's
Chapter 11 case, noted that in the Debtor's pending prior case
(Case No. 10-62322), in which Ariel Weissberg, Esq., at Weissberg
& Associates, in Chicago, Illinois, originally represented the
debtor, but then withdrew, stating that "differences have arisen
which make it reasonably difficult to carry out ...
representation.." of his client, as such Judge Federman did not
allow Mr. Weissberg to represent the Debtor in Case No. 14-60554.
Judge Federman threatened that the case will be dismissed unless
an alternate counsel enters an appearance and files an application
to be employed.  Judge Federman ordered Mr. Weissberg to return to
the Debtor the $25,000 retainer fee paid to him, less any filing
fee which might have been paid out of that fee.

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Edgar Springs, Missouri-based
company estimated $10 million to $50 million in total assets and
liabilities.  The Debtor is represented by Ariel Weissberg, Esq.,
at Weissberg & Associates, in Chicago, Illinois.  This is Harris
Land's second trip to bankruptcy.  The first bankruptcy was in
September 2010 in In Re Harris Land Development, LLC, Case No. 10-
62322 (Bankr. W.D. Mo.).


HASHFAST TECHNOLOGIES: Facing Involuntary Chapter 7 Petition
------------------------------------------------------------
HashFast Technologies LLC, a startup Bitcoin miner manufacturer-
turned-chipmaker, is facing a petition for liquidation under
Chapter 7 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Northern District of California in San Francisco.

Five creditors, allegedly owed $330,620, filed the involuntary
petition.  The petitioning ceditors are Koi Systems of Hong Kong;
UBE Enterprises of Sandy, Utah; Timothy Lam of Temple City,
California; Edward Hammond of Austin, Texas; and Grant Pederson of
Frisco, Texas.  They are represented by Ashley M. McDow, Esq., at
Baker Hostetler LLP in Los Angeles.

Arstechnica.com reported that the involuntary petition was filed
just days after HashFast's CEO told Ars that his company was "as
poor as church mice".  Ars' recent story chronicled five
arbitration cases and two lawsuits that HashFast has pending
against it.  Many customers have accused the firm of outright
fraud.  Some are upset that when the company failed to fulfill its
orders, it refused to refund the amount in bitcoins as it
previously promised.

"There has been a motion filed to put us into involuntary
bankruptcy," Amy Abascal, the company's director of marketing,
told Ars by e-mail. "We are evaluating our options and preparing
our response. We'll provide information as it's available."

"My hope is that this transitions to a Chapter 11 and everyone
gets paid," said Ray Gallo, an attorney involved in three of the
five arbitration cases against HashFast, according to the report.
"We'd be more likely to get paid if they stay in business."

HashFast has 21 days to respond and prove its solvency.


IMH FINANCIAL: Completes Issuance of Notes and Rights Offerings
---------------------------------------------------------------
As previously reported, on or about Nov. 25, 2013, IMH Financial
Corporation received final approval of the Class Action Settlement
when the Delaware Supreme Court dismissed the last remaining
appeal in the class action lawsuit captioned In re IMH Secured
Loan Fund Unitholders.  Under the terms of the Settlement, the
Company offered to Class members:

   (1) up to $20 million of 4 percent five-year subordinated
       unsecured notes to members of the Class in exchange for up
       to approximately 2.5 million shares of the Company's
       common stock at an exchange rate of one share per $8.02 in
       subordinated notes; and

   (2) up to $10 million of convertible notes to Class members
       that are accredited investors, with the same financial
       terms as the convertible notes previously issued to NW
       Capital.  The Company commenced the Exchange Offering and
       the Rights Offering on Feb. 12, 2014, which remained open
       for 25 business days and were closed for subscription on
       March 20, 2014.

Following the review of certain documentation submitted by
participating shareholders that required additional administrative
attention, as well as the coordination and execution of final
documents, the Company completed the issuance of notes under the
Exchange Offering and the Rights Offering on April 28, 2014.  The
final amount of settlement loss resulting from these transactions
is not expected to vary materially from the amount previously
reported in Form 10-K for the period ended Dec. 31, 2013.  The
final results of the offerings were as follows:

Exchange Offering

Based on the final results of the Exchange Offering, 1,268,675
shares were exchanged by existing shareholders for Exchange
Offering notes with a face value of approximately $10.2 million
and a nominal cash payment to participants in lieu of note
issuance for fractional interests.  The amount of shares exchanged
and the related Exchange Offering Notes were recorded by the
Company at fair value.  Based on the fair value assessment
performed by management, the fair value of the Company's common
stock was deemed to be approximately $4.12, or 49 percent lower
than the $8.02 per share being paid under the Exchange Offering,
which was recorded as treasury stock.

Based on the fair value assessment performed by management, the
estimated fair value of the Exchange Offering notes was
approximately $6.4 million (as compared to the face amount of
$10.2 million), resulting in a discount of the Exchange Offering
notes of $3.8 million.  The difference between the fair value of
the Exchange Debt under GAAP and its actual face amount was
recorded as a debt discount by the Company, which will be
amortized as an adjustment to interest expense using the effective
interest method over the term of the Exchange Offering notes.

Rights Offering

Based on the final results of the Rights Offering, the Company
issued Rights Offering notes totaling approximately $70 thousand
to participating shareholders.  The notes issued under the Rights
Offering were recorded by the Company at their fair value.  Based
on the fair value assessment performed by management, the
estimated fair value of the Rights Offering Notes was $96 thousand
(as compared to the face amount of $70 thousand).  The difference
between the fair value of the Rights Offering notes and its actual
face amount totaling $26 thousand was recorded as a debt premium
by the Company which will be amortized as a reduction of interest
expense using the effective interest method over the term of the
notes.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.47 million.  IMH Financial disclosed a net loss of
$32.19 million in 2012, a net loss of $35.19 million in 2011, and
a net loss of $117.04 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $249.77 million in total assets,
$133.13 million in total liabilities and $116.63 million in total
stockholders' equity.


INTERLEUKIN GENETICS: Amends 2013 Form 10-K to Add Disclosure
-------------------------------------------------------------
Interleukin Genetics, Inc., amended its anual report on Form 10-K
for the year ended Dec. 31, 2013, as filed on March 20, 2014, to
include the disclosure required in Part III, Items 10, 11, 12, 13
and 14.  Except for Items 10, 11, 12, 13 and 14 of Part III and
Item 15(a)(3) of Part IV, no other information included in the
Original Form 10-K is amended or changed by the Amendment.  A copy
of the Form 10-K/A is available for free at http://is.gd/nt0s9T

                         About Interleukin

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

Interleukin Genetics incurred a net loss of $7.05 million on $2.42
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $5.12 million on $2.23 million of
total revenue in 2012.  As of Dec. 31, 2013, the Company had
$10.12 million in total assets, $4.87 million in total liabilities
and $5.25 million in total stockholders' equity.

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

                        Bankruptcy Warning

"The amount of cash we generate from operations is currently not
sufficient to continue to fund operations and grow our business.
We expect that our current and anticipated financial resources,
including the proceeds from the May 2013 Private Placement and
assuming the receipt of an additional $5 million in gross proceeds
from the second tranche of the May 2013 Private Placement will be
adequate to maintain our current and planned operations at least
through the next twelve months.  If we do not receive the
additional $5 million from our current investors we will be forced
to seek additional funding sources.  If we are unable to obtain
such funding, we may have to end our operations and seek
protection under bankruptcy laws," the Company said in its Annual
Report for the year ended Dec. 31, 2013.


IPC INTERNATIONAL: Asks Court to Approve Wickman and Noyes Deal
---------------------------------------------------------------
IPC International Corporation and its affiliated debtors ask the
Bankruptcy Court to approve a stipulation with Craig Wickman and
Penelope Noyes, which resolves their claims concerning a tort
action pending before the Supreme Court of New York.

In exchange for lifting the automatic stay so that the state court
action may continue to prosecute the New York case, Mr. Wickman
and Ms. Noyes agree to waive their claims to the extent that the
claims:

   (a) fall within IPC's self-insured retention under their
       applicable insurance policies; and

   (b) exceed any amounts paid or available under the applicable
       insurance coverage.

Etta R. Mayers, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, assures the Court that the stipulation is an
exercise of IPC's business judgment and is a fair and reasonable
resolution of Mr. Wickman and Ms. Noyes's claims.

                      About IPC International

Based in Bannockburn, Illinois, IPC International Corp., a
provider of security services for 350 shopping malls, filed a
petition for Chapter 11 protection (Bankr. D. Del. Case No.
13-12050) on Aug. 9, 2013, in Delaware after signing a contract
for Universal Protection Services LLC to buy the business, subject
to higher and better offers at an auction.  Bankruptcy was the
result of losses on a U.K. affiliate that was sold, as well as
competition and the cost of liability insurance.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The Debtor disclosed $21,959,100 in assets and $31,056,575 in
liabilities as of the Chapter 11 filing.  Liabilities include $6.9
million on a revolving credit and $10.4 million on term loans
owing to PrivateBank & Trust Co., as agent.

PrivateBank also provided a $12 million loan to finance the
Chapter 11 case.  The DIP loan required quick sale.

A three-member panel has been appointed as the official unsecured
creditors committee in the case.  The panel consists of Weinberg,
Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew
Eckl & Farnham, LLP.

In October 2013, IPC International won authorization to sell the
business for $25.4 million to Universal Protection Services.
Allied Security Holdings LLC, a competing bidder, forced Universal
to raise the offer at an auction early in October.  Universal
initially offered $21.3 million plus assumption of specified
liabilities.


KAISER ALUMINUM: S&P Raises Corp. Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on Foothill Ranch, Calif.-based Kaiser Aluminum
Corp. to 'BB' from 'BB-'.  The outlook is stable.  S&P
simultaneously raised its rating on Kaiser's $225 million 8.25%
senior notes due 2020 to 'BB' from 'BB-'.  The recovery rating on
the notes remains '3', reflecting S&P's expectation of a
meaningful (50%-70%) recovery in the event of a payment default.

"The stable outlook reflects our expectations that favorable
trends in the aerospace and automotive markets will increase
profitability and free cash flow generation over the next two
years," said Standard & Poor's credit analyst Amanda Buckland.
"In addition, the company's recent capacity expansion and various
upgrades should improve operational efficiency to meet near-term
demand without significant capital spending.  We also expect
management to prudently balance growth and shareholder rewards in
a manner that maintains strong liquidity."

S&P could lower the rating if Kaiser's operating performance
deteriorated sharply, causing debt to EBITDA to climb and remain
above 3x, because of an unexpected industry downturn.  S&P would
also lower its rating if leverage increased because of debt-
financed dividends or share repurchases.

S&P views a further upgrade unlikely within the next year, given
the limitations in Kaiser's business risk profile as a specialty
semifabricated aluminum products company with limited earnings
diversity given its large combined exposure to the aerospace and
automotive markets.


KRIEG FAMILY: Assets to Be Sold at June 18 Foreclosure Auction
--------------------------------------------------------------
Real and related personal property located at 520 US Highway 70,
Safford, Arizona 85546, will be sold at public auction to the
highest bidder at 1:00 p.m., on June 18, 2014, on the front steps
of the Graham County Superior Court, 800 Main Street, Safford,
Arizona 85546.

The sale is being made pursuant to the power of sale under the
Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing, made as of March 29, 2007, by Krieg Family
Limited Partnership, in favor of Safford Title Agency, Inc. (a/k/a
Sanford Title Agency, Inc.), as Trustee, originally for the
benefit of BLX Capital, LLC, the Original Lender.

The Deed of Trust was (a) assigned by Ciena Capital Funding, LLC
f/k/a BLX Capital, LLC to BLC Capital Funding, LLC pursuant to the
Assignment of Deed of Trust, dated as of November 7, 2011,; (b)
assigned by BLC to BLX Conventional Funding Trust I, pursuant to
the Assignment of Deed of Trust, executed as of November 7, 2011;
and (c) ultimately assigned by BLX to HSBC Bank USA, National
Association, not in its individual capacity but solely as
Indenture Trustee, under an Indenture dated June 1, 2007, for the
benefit of the Indenture Trustee and holders of the Business Loan
Express Business Loan-Backed Notes, Series 2007-A, as their
interests may appear, pursuant to the Assignment of Deed of Trust,
executed as of November 7, 2011.

Sale proceeds will be used to pay down debt in the original
principal balance of $2,175,000 owed to the Lender.

The current Trustee maybe reached at:

     Anthony M. Grafitti, Esq.
     BERRY RIDDELL & ROSENSTEEL LLC
     6750 East Camelback Road, Suite 100
     Scottsdale, Arizona 85251


LPATH INC: Incurs $3.3 Million Net Loss in First Quarter
--------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.30 million on $1.71 million of total revenues for the three
months ended March 31, 2014, as compared with a net loss of $1.24
million on $1.11 million of total revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $21.63
million in total assets, $6.25 million in total liabilities and
$15.37 million in total stockholders' equity.  As of March 31,
2014, Lpath had cash and cash equivalents totaling $16.1 million.

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

                        http://is.gd/z1Xmy2

                         About Lpath, Inc.

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

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.


LUCID INC: Incurs $1.8 Million Net Loss in First Quarter
--------------------------------------------------------
Lucid, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.82 million on $858,138 of revenues for the three months
ended March 31, 2014, as compared with a net loss of $1.05 million
on $1.05 million of revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2014, showed $2.21
million in total assets, $16.39 million in total liabilities and a
$14.18 million total stockholders' deficit.

"As of March 31, 2014, the Company had cash and cash equivalents
of $0.2 million and a working capital deficit of $6.8 million.
During the three months ended March 31, 2014, cash used in
operating activities totaled $0.5 million.  As a result of its
limited cash resources and working capital deficit, the Company is
delinquent in paying a number of its creditors.  Unless the
Company obtains additional financing in the coming months, it will
need to substantially curtail operations and may be unable to
continue its business," the Company said in the Report.

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

                       http://is.gd/gbhPk2

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices enabling physicians to image and diagnose skin disease in
real time without an invasive or surgical biopsy.

Lucid, Inc., reported a net loss of $5.47 million on $3.34 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $9.82 million on $2.43 million of revenues in 2012.

Marcum LLP, in Boston, Massachusetts, 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, deficit in equity,
and projected need to raise additional capital to fund operations
raise substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"As of December 31, 2013, we had approximately $12.0 million of
outstanding debt.  We cannot be sure that our future working
capital or cash flows, combined with any funds resulting from our
current fund raising efforts, will be sufficient to meet our debt
obligations and commitments.  Any failure by us to repay such debt
in accordance with its terms or to renegotiate and extend such
terms would have a negative impact on our business and financial
condition, and may result in legal claims by our creditors.  In
addition, the existence of our outstanding debt many hinder or
prevent us from raising new equity or debt financing.  Our ability
to make scheduled payments on our debt as they become due will
depend on our future performance and our ability to implement our
business strategy successfully.  Failure to pay our interest
expense or make our principal payments would result in a default.
A default, if not waived, could result in acceleration of our
indebtedness, in which case the debt would become immediately due
and payable.  If this occurs, we may be forced to sell or
liquidate assets, obtain additional equity capital or refinance or
restructure all or a portion of our outstanding debt on terms that
may be less favorable to us.  In the event that we are unable to
do so, we may be left without sufficient liquidity and we may not
be able to repay our debt and the lenders may be able to foreclose
on our assets or force us into bankruptcy proceedings or
involuntary receivership," the Company said in the 2013 Annual
Report.


LUCID INC: Amends 2013 Annual Report
------------------------------------
Lucid, Inc., operating as Caliber Imaging & Diagnostics or Caliber
I.D., filed its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2013, with the U.S. Securities and Exchange
Commission on March 12, 2014.  Lucid amended the Annual Report for
the purpose of including the information required by Items 10, 11,
12, 13 and 14 of Part III of Form 10-K, as permitted under General
Instruction G(3) to Form 10-K.  A copy of the Form 10-K/A is
available for free at http://is.gd/70YsDc

In March 2014, the Board of Directors of Lucid authorized the
Company to issue up to approximately $0.9 million in convertible
debt and common stock to provide funding to the Company pending
completion of a private placement of equity securities.  All
convertible debt issued pursuant to the Bridge Loan Program will
be payable on demand after Nov. 20, 2014, and will bear interest
at a rate of 7 percent per annum payable upon maturity.  Upon
closing of a financing in which the Company raises at least $6
million, the principal and accrued interest on the convertible
debt will be automatically converted into identical equity
securities as those issued in the Qualified Financing on the same
terms as in the Qualified Financing.

In March 2014, the Company borrowed $0.1 million from a director
of the Company pursuant to the Bridge Loan Program.  In April
2014, the Company borrowed under the Bridge Loan Program an
additional $0.2 million from other directors of the Company and
$0.2 million from an investment fund in which one of the Company's
Directors is a general partner.  Once the aggregate amount of the
financing under the Bridge Loan Program reached $0.5 million, that
financing became material contracts and became reportable on Form
8-K under the applicable rules of the U.S. Securities and Exchange
Commission.

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices enabling physicians to image and diagnose skin disease in
real time without an invasive or surgical biopsy.

Lucid reported a net loss of $5.47 million on $3.34 million of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $9.82 million on $2.43 million of revenues in 2012.  As of
Dec. 31, 2013, the Company had $2.40 million in total assets,
$14.90 million in total liabilities and a $12.49 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, 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, deficit in equity,
and projected need to raise additional capital to fund operations
raise substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"As of December 31, 2013, we had approximately $12.0 million of
outstanding debt.  We cannot be sure that our future working
capital or cash flows, combined with any funds resulting from our
current fund raising efforts, will be sufficient to meet our debt
obligations and commitments.  Any failure by us to repay such debt
in accordance with its terms or to renegotiate and extend such
terms would have a negative impact on our business and financial
condition, and may result in legal claims by our creditors.  In
addition, the existence of our outstanding debt many hinder or
prevent us from raising new equity or debt financing.  Our ability
to make scheduled payments on our debt as they become due will
depend on our future performance and our ability to implement our
business strategy successfully.  Failure to pay our interest
expense or make our principal payments would result in a default.
A default, if not waived, could result in acceleration of our
indebtedness, in which case the debt would become immediately due
and payable.  If this occurs, we may be forced to sell or
liquidate assets, obtain additional equity capital or refinance or
restructure all or a portion of our outstanding debt on terms that
may be less favorable to us.  In the event that we are unable to
do so, we may be left without sufficient liquidity and we may not
be able to repay our debt and the lenders may be able to foreclose
on our assets or force us into bankruptcy proceedings or
involuntary receivership," the Company said in the Annual Report
for the year ended Dec. 31, 2013.


METEX MFG: Supplements to Reorganization Plan Filed
---------------------------------------------------
Metex Mfg. Corporation, formerly known as Kentile Floors, Inc.,
the Asbestos Claimants Committee, and the Future Claimants'
Representative, as Plan Proponents, submitted to the Bankruptcy
Court a supplement to the Plan of Reorganization dated Dec. 23,
2013.

The supplement includes:

   1. Schedule of Executory Contracts to be Rejected or Assumed
and Assigned;

   2. Exhibit 2 Amended Certificate of Incorporation;

   3. Exhibit 3 Initial Members of the Asbestos PI Trust Advisory
Committee; and

   4. Exhibit 4 Asbestos Records Cooperation Agreement.

As reported in the Troubled Company Reporter on March 14, 2014,
Judge Cecelia G. Morris approved the adequacy of the Disclosure
Statement describing the Plan.

The Plan contemplates the establishment of Sec. 524(g) trust and
an injunction that will channel to the Asbestos PI Trust all
current claims and future demands for asbestos-related personal
injury and wrongful death based on the alleged conduct or products
of Kentile Floors, Inc., a corporation whose name was changed to
Metex Mfg. Corporation in 1998, and Metex itself.

In addition, the Asbestos PI Channeling Injunction will protect 10
insurers who have agreed to fund the Asbestos PI Trust pursuant to
an Insurance Settlement Agreement.

The Asbestos PI Trust will be funded with between $182.1 million
and $189.75 million to be paid by Settling Asbestos Insurance
Entities less sums used to fund the administrative costs of the
Chapter 11 case under an arrangement between Liberty Mutual
Insurance Company and Metex.  On the Effective Date, for its part,
Metex will issue a $250,000, 10-year promissory note to the
Asbestos PI Trust and will release to the Asbestos PI Trust
$750,000 from the NYLB Escrow.

Estimated recovery for Class 4 Asbestos PI Claims is unknown, but
the Plan contemplates an initial distribution of 18% to eligible
holders of those type of claims.

All other claim classes under the Plan are unimpaired.

The voting deadline on the Plan was May 2, 2014, at 5:00 p.m.,
prevailing Eastern Time.

A hearing to approve the Plan will be held on May 22, 2014, at
10:00 a.m. prevailing Eastern Time.

Copies of the Plan documents dated Feb. 25, 2014 are available for
free at http://bankrupt.com/misc/METEX_DSFeb25.PDF

The Debtor is represented by:

         Paul E. Breene, Esq.
         REED SMITH LLP
         599 Lexington Avenue
         New York, NY 10022
         Tel: (212) 521-5400
         Fax: (212) 521-5450

              - and -

         Paul M. Singer, Esq.
         REED SMITH LLP
         225 Fifth Avenue, Suite 1200
         Pittsburgh, PA 15222
         Tel: (412) 288-3131
         Fax: (412) 288-3063

The Asbestos Claimants Committee is represented by:

         Peter Van N. Lockwood, Esq.
         CAPLIN & DRYSDALE, CHARTERED
         One Thomas Circle, N.W.
         Washington, D.C. 20005
         Tel: (202) 862-5065
         Fax: (202) 429-3301

The Future Claimants' Representative is represented by:

         Edwin J. Harron, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6703
         Fax: (302) 576-3298

                           About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.

In connection with the case, the U.S. Trustee appointed a
committee of five individual asbestos plaintiffs asserting claims
against Kentile.  The plaintiffs are represented by five law
firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli
Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates,
PC.  The Asbestos Claimants Committee engaged Caplin & Drysdale,
Chartered, as its bankruptcy counsel, Gilbert LLP as its special
insurance counsel, Legal Analysis Systems, Inc., as its
consultant, and Charter Oak Financial Consultants, LLC, as its
financial advisor.

On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence
Fitzpatrick as the Future Claimants' Representative.  Mr.
Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his
counsel, and Analysis Research & Planning as his econometrician.


MF GLOBAL: Former Execs Again Seek $10M More For Defense Costs
--------------------------------------------------------------
Law360 reported that 14 former MF Global Inc. executives renewed
their bid for an extra $10 million in insurance proceeds to pay
for their defense against claims related to the brokerage's
downfall, telling a bankruptcy judge that the need for the
additional funds is "urgent."

According to Law360, counsel writing on behalf of the former
officials, including Jon Corzine, said in a letter to U.S.
Bankruptcy Judge Martin Glenn that the extra money is necessary
because the executives have been questioned in a wide array of
actions in federal district court. The judge had previously
approved $30 million for the defense costs, which was mostly used
up by last spring, according to the attorneys, that could be
increased at a later date if necessary.

Judge Glenn had left room for the ex-MF Global officials to make
another bid for the money after the Second Circuit rules on a
related matter, Law360 related.  But attorneys now say that in
light of the MF Global trustee's announcement that customers are
being repaid in full on their net equity claims, that appellate
matter is likely moot, and it's not clear when the court will
render a ruling.

There is now no reason to wait to approve an additional $10
million for defense costs, the executives' lawyers say. Defense
counsel's unpaid invoices now date back to February 2013,
according to the letter, Law360 further related.

"We respectfully submit that this is imposing a serious hardship
on the individual insureds," the report cited the attorneys as
saying in the letter, adding that "significant hardships are
turning into real prejudice."

Joining in the request are 25 former MF Global employees who
either faced legal claims that have since been dismissed or who
cooperated with various investigations without facing legal claims
themselves, Jacqueline Palank, writing for The Wall Street
Journal, reported.  They are likely to be called as witnesses in
the pending litigation, the Journal said, citing court papers.

Law360, in a separate report, said an MF Global Inc. customer
seeking at least $100 million in damages over the brokerage firm?s
collapse may pursue some claims against Jon Corzine and five other
top executives, Judge Marrero ruled in early April.

Judge Marrero, according to Law360, refused to dismiss Sapere CTA
Fund LP?s negligence and aiding and abetting claims against former
CEO Corzine, former operations chief Bradley Abelow, former
finance chief Henri Steenkamp and three others who worked in the
company?s treasury department.  Sapere, Law360 noted, is one of
many MF Global customers whose funds were allegedly used to prop
up the company before it collapsed in October 2011. About $1.6
billion in customer money vanished, sparking an investigation by
the U.S. Commodity Futures Trading Commission and other federal
regulators.

Jacqueline Palank, writing for The Wall Street Journal, reported
that Judge Marrero dismissed some claims against Corzine and
others related to MF Global's collapse in 2011 and dismissed all
of the customers' claims against PricewaterhouseCoopers LLP, MF
Global's former auditor.  Judge Marrero dismissed claims against
Corzine as breach of fiduciary duty, mismanagement and violation
of commodities laws.  The claims the judge allowed to move forward
include aiding and abetting violations of commodities laws, aiding
and abetting breach of fiduciary duty, and one of two counts of
negligence.

The case is DeAngelis et al. v. Corzine et al., case number 1:11-
cv-07866 in the U.S. District Court for the Southern District of
New York.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MISSION NEWENERGY: Ends March With $1 Million in Cash
-----------------------------------------------------
Mission New Energy Limited filed with the U.S. Securities and
Exchange Commission its quarterly report for entities admitted
on the basis of commitments.

The Company reported receipts from customers of A$2,000 for the
quarter ended March 31, 2014.

At the beginning of the month, the Company had A$1.74 million in
cash.  The Company reported net decrease in cash held of
A$701,000.  As a result, the Company had $1 million in cash at
March 31, 2014.

Payments to directors amounted to A$147,000 during the quarter.

A copy of the Report is available for free at:

                        http://is.gd/Wx8myF

                       About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at Dec. 31, 2013, showed $4.92 million
in total assets, $13.96 million in total liabilities and a $9.04
million total deficiency.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOBILESMITH INC: Amends 2013 Annual Report to Add Omitted Info.
---------------------------------------------------------------
MobileSmith, Inc., amended its annual report on Form 10-K for the
year ended Dec. 31, 2013, that was originally filed with the U.S.
Securities and Exchange Commission on March 27, 2014, to provide
the information required by Items 10, 11, 12, 13, and 14 of Part
III.  This information was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K, which
permits the information to be incorporated in the Form 10-K by
reference from a definitive proxy statement or definitive
information statement if that statement is filed no later than 120
days after the Company's fiscal year end.  The Company does not
expect to file a definitive information statement containing this
information before that date.  A copy of the Form 10-K/A is
available for free at http://is.gd/FSnupG

                        About MobileSmith Inc.

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

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

The Company reported a net loss of $27.53 million on $339,039 of
total revenues in 2013, compared with a net loss of $4.4 million
on $147,468 of total revenues in 2012.  The Company's balance
sheet at Dec. 31, 2013, showed $1.43 million in total assets,
$30.22 million in total liabilities, and a stockholders' deficit
of $28.79 million.


MMRGLOBAL INC: Amends 2013 Annual Report
----------------------------------------
MMRGlobal, Inc., amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2013, as originally filed with the U.S.
Securities and Exchange Commission on March 31, 2014, to include
the information required by Part III of the Original Filing
because the Company has not and will not file a definitive proxy
statement within 120 days after the end of its 2013 fiscal year.
In addition, the Form 10-K/A amended Item 15 of Part IV of the
Original Filing to include new certifications by the Company's
principal executive officer and principal financial officer under
Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended, and
certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.  A copy of the Form 10-K/A is available for free at:

                        http://is.gd/ntSRMR

                          About MMRGlobal

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

MMRGlobal reported a net loss of $7.63 million in 2013, as
compared with a net loss of $5.90 million in 2012.  As of Dec. 31,
2013, the Company's balance sheet showed $2.17 million in total
assets, $10.04 million in total liabilities and a $7.87 million
total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
December 31, 2013 and 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


MONEY CENTERS: CEO Says Ch. 11 Trustee Would Hurt Recovery
----------------------------------------------------------
Law360 reported that bankrupt casino check-cashing firm Money
Centers of America Inc.'s CEO and sole director said that
allegations of mismanagement from creditors hoping to have a
trustee appointed were inaccurate and that the court's assignment
of an outside overseer would only squash potential recoveries.

According to the report, during the second day of being questioned
on the witness stand in Delaware bankruptcy court by the corporate
commission of the Mille Lacs Band of Ojibwe, the Ho-Chunk Nation
and the U.S. Trustee's Office, MCA Chairman and CEO Christopher
Wolfington said that if the court were to appoint a trustee to
oversee the case, certain service contracts could wind up being
canceled, causing a steep drop in the value of the debtor's
assets.

If MCA is not maintained as a going concern, it's value will
quickly and dramatically fall, and an outside trustee would not
have time to get up to speed on the debtor's highly specialized
business -- cash access and guest loyalty services for land-based
and online casinos -- in order to successfully turn around a
transaction such as the bankruptcy auction the debtor is already
planning, Wolfington said, the report related.

"By the time a trustee figured out what was going on, he'd have
nothing left to manage," the CEO said on the stand, the report
further related.

The cry for a trustee first came from the Mille Lacs Band, which
is owed $5.6 million from a judgment entered in Minnesota federal
court over a contract dispute with MCA, the report added.  It
launched a multipronged argument that MCA had only only sought
court protection to avoid having a receiver appointed for its
business, that MCA had been siphoning money into a wholly owned
nondebtor subsidiary shortly before filing for bankruptcy and that
Wolfington had for years been using the debtor's assets to pay
personal expenses.

Money Centers of America, Inc. filed a Chapter 11 petition
(Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton,
New Jersey.  Kevin Scott Mann, Esq., at Cross & Simon, LLC in
Wilmington, in Delaware, serves as counsel to the Debtor.  The
Debtor estimated up to $1 million to $10 million in both assets
and liabilities.  The petition was signed by Christopher
Wolfington, Chairman & CEO.


MOTORCAR PARTS: To Sell $100 Million Worth of Securities
--------------------------------------------------------
Motorcar Parts of America, Inc., filed a Form S-3 registration
statement relating to the offer and sale, from time to time in one
or more offerings, up to $100,000,000 in the aggregate of any
combination of the securities on terms to be determined at the
time of offering.  The following are types of securities the
Company may offer and sell:

   * shares of common stock;

        * shares of preferred stock; and

   * debt securities, which may be senior debt securities or
          subordinated debt securities and may be convertible or
          non-convertible, as well as secured or unsecured.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "MPAA."

A copy of the Form S-3 is available for free at:

                        http://is.gd/IM8Gmq

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  As of Dec. 31, 2013,
the Company had $297.34 million in total assets, $191.90 million
in total liabilities and $105.43 million in total shareholders'
equity.

In their report on the consolidated financial statements for the
year ended March 31, 2013, Ernst & Young LLP, in Los Angeles,
California, noted that the Company's wholly owned subsidiary
Fenwick Automotive Products Limited has recurring operating losses
since the date of acquisition and has a working capital and an
equity deficiency.  "In addition, Fenco has not complied with
certain covenants of its loan agreements with its bank.  These
conditions relating to Fenco coupled with the significance of
Fenco to the Consolidated Companies, raise substantial doubt about
the Consolidated Companies' ability to continue as a going
concern."


NATIONAL AIRLINES: Former Exec Asks High Court to Ax Tax Liability
------------------------------------------------------------------
Law360 reported that a former officer of defunct National Airlines
Inc. asked the U.S. Supreme Court to squash a Ninth Circuit ruling
that held him liable for over $8.5 million of National Airlines'
unpaid federal excise taxes, saying there was ambiguity over what
kinds of behavior trigger the liability.

Federal law allows the government to hold a company's officers
personally liable for the company's unpaid federal tax
obligations, but the nation's circuit courts are split on whether
individuals can use reasonable cause as a defense against the
liability, according to Raymond Nakano's petition, the report
related.

Nakano says the high court should review the Ninth Circuit's
decision because a 2001 law that allowed airlines to postpone
their excise tax payments cast ambiguity on what is punishable
conduct, the report further related.

"An individual should not face punishment for violating a law
unless the nature of the prohibited conduct can be understood by a
reasonable person," the petition said, according to the report.

After the Sept. 11 terror attacks, National Airlines, like other
carriers, hit serious financial difficulties, according to the
petition, the report added.  Normally, airlines are required to
collect federal excise taxes from their passengers and send them
to the government, but in response to the industry's distress,
Congress enacted the Air Transportation Safety and System
Stabilization Act, which allowed airlines to defer sending those
taxes, according to the petition.

The case is Nakano v. Commissioner of Internal Revenue, case
number 13-1278, in the Supreme Court of the United States.

                     About National Airlines

National Airlines halted operations and dismissed most of its
1,500 employees in early November 2002.  The Las Vegas-based
carrier couldn't close on a multi-million dollar financing package
necessary to emerge from chapter 11 as a reorganized company and
was unable to rustle-up an outside equity investment.  In mid-
2002, the Air Transportation Stabilization Board declined to
provide National with any form of loan guarantee.  National, 48%
owned by Harrah's Entertainment Corp., served Chicago Midway,
Chicago O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New
York JFK, Philadelphia and San Francisco with nonstop flights to
and from its Las Vegas hub.  When the Company filed for chapter 11
protection (Bankr. Nev. Case No. 00-19258) on Dec. 6, 2000, it
disclosed $103,464,700 in assets and debts totaling $119,506,900.
National later ceased operations and, on May 7, 2003, the airline
converted its bankruptcy to Chapter 7.


NEOMEDIA TECHNOLOGIES: Posts $242.6 Million Net Income in Q1
------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $242.59 million on $1 million of revenues for the
three months ended March 31, 2014, as compared with net income of
$9.03 million on $602,000 of revenues for the same period in 2013.

As of March 31, 2014, the Company had $5.32 million in total
assets, $42 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock and a $41.84 million total
shareholders' deficit.

As of March 31, 2014, the Company had $266,000 in cash and cash
equivalents compared with $267,000 as of Dec. 31, 2013.  Cash
provided by operating activities was $27,000 for the three months
ended March 31, 2014, compared with $547,000 used in operations
for the three months ended March 31, 2013.  The improvement in
cash flows from operations is primarily due to improved operating
results from higher revenues and reduced expenses.

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

                         http://is.gd/aF77ah

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

NeoMedia reported a net loss of $214.11 million in 2013, as
compared with a net loss of $19.38 million in 2012.

Kingery & Crouse, P.A., in Tampa, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


NEONODE INC: CFO Brunton Plans to Retire
----------------------------------------
David Brunton notified Neonode Inc.'s Board of Directors of his
intention to retire within the next 12 months from his positions
as chief financial officer, vice president, finance and secretary
of the Company.  Mr. Brunton has not set any firm date for his
retirement.

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $13.08 million in 2013, a net loss
of $9.28 million in 2012 and a net loss of $17.14 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $11.47
million in total assets, $5.12 million in total liabilities and
$6.34 million in total stockholders' equity.


NII HOLDINGS: Amends 2013 Annual Report to Add Disclosure
---------------------------------------------------------
NII Holdings, Inc., filed an amendment No. 2 on Form 10-K/A
to its annual report for the fiscal year ended Dec. 31, 2013, for
the purpose of disclosing the information required in Part III
(Items 10, 11, 12, 13 and 14) of the Form 10-K, which information
was previously omitted from the Form 10-K in reliance on General
Instruction G(3) to Form 10-K.

PART III

10. Directors, Executive Officers of the Registrant and Corporate
    Governance

11. Executive Compensation

12. Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters

13. Certain Relationships and Related Transactions, and Director
    Independence

14. Principal Accountant Fees and Services

A copy of the Amended Annual Report is available at:

                        http://is.gd/GLsHmc

                        About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NORTHWIND KENNELS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor affiliates that filed for Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     IMTTO LLC                                  14-22659
     402 Old Post Road
     Bedford, NY 10506

     Northwind Kennels LLC                      14-22660
     402 Old Post Road
     Bedford, NY 10506

Chapter 11 Petition Date: May 12, 2014

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

Judge: Robert D. Drain

Debtors' Counsel: Elio Forcina, Esq.
                  ELIO FORCINA, ATTY AT LAW
                  6685 73rd Placee
                  Middle Village, NY 11379
                  Tel: 347-528-7099
                  Fax: 347-813-4985
                  Email: forcinalaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petitions were signed by Penelope Smith-Berk, authorized
individual.

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


OHCMC-OSWEGO: May 15 Hearing on Motion to Schedule Bar Date
-----------------------------------------------------------
The Bankruptcy Court continued until May 15, 2014, at 10:30 a.m.,
the hearing to consider OHCMC-Oswego, LLC's motion to set a
deadline to file proofs of claim against the Debtor.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OHCMC-OSWEGO: May 15 Status Hearing on Freeborn as Counsel
----------------------------------------------------------
The Bankruptcy Court will convene a status hearing on May 15,
2014, at 10:30 a.m., on OHCMC-OSWEGO, LLC's bid to employ Freeborn
& Peters LLP, as bankruptcy counsel effective as of the Petition
Date.  Objections, if any, are due May 14.

Richard S. Lauter, an attorney at F&P, told the Court that F&P's
billing rates for attorneys expected to work on the case range
from $325 to $745 per hour.  Time devoted by paralegal
professionals will be billed at $215 per hour.

The principal attorneys and paralegal designated to represent the
Debtor and their current standard hourly rates are:

         David C. Gustman                 $745
         Mr. Lauter                       $655
         Devon J. Eggert                  $410
         Elizabeth L. Janczak             $325
         Jacqueline E. Hazdra, paralegal) $215

Mr. Lauter added that F&P has received an advanced payment
retainer in the amount of $140,000 from the Debtor's sole member,
Oliver-Hoffmann Corporation, to be applied against anticipated
professional services and expenses charged by F&P.  The retainer
was utilized in payment of any remaining fees and expenses accrued
prior to the Petition Date.  The balance of the retainer, if any,
will be held to be applied against fees and expenses incurred
after the Petition Date if not otherwise paid by the Debtor, in
each case as, and when, approved by the Court.

Mr. Lauter assures the Court that F&P is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OHCMC-OSWEGO: Withdraws Bid to Employ Rally as Sales Agent
----------------------------------------------------------
OHCMC-Oswego, LLC, according to its case docket, has withdrawn an
application to employ Rally Capital Services, LLC to serve as sale
agent to implement the Debtor's sale process effective as of
Feb. 19, 2014.

The Debtor sought to hire Rally to assist it in overseeing the
entire sale process, including reviewing all bids for the purchase
of the Debtor's assets, making a determination of which bids
constitute qualifying bids, choosing the highest and best bid, and
conducting the auction process, if necessary.

According to court papers, the hourly rates of Rally personnel
expected to contribute significant time on the matter are:

         Howard B. Samuels                   $300
         David N. Missner                    $300
         Vicki Jones                         $195
         Gia Ormond                          $195

Rally has received an advanced payment retainer in the amount of
$10,000 to be applied against anticipated professional services
and expenses charged by Rally.  The retainer may be utilized in
payment of any remaining fees and expenses accrued prior to the
Petition Date, if any.  The balance of the retainer, if any, will
be held to be applied against fees and expenses incurred.

To the best of the Debtor's knowledge, Rally does not hold or
represent any interest adverse to the Debtor's estate.

                       Prior Hiring Attempt

OHCMC-Oswego previously sought to (i) employ Rally to provide a
chief restructuring officer for the Debtor, and (ii) designate
Howard Samuels as chief restructuring officer.  On March 26, the
Court entered an order withdrawing Rally and Howard Samuels as
chief restructuring officer.

As reported in the Troubled Company Reporter on Feb. 28, 2014,
Rally was to provide additional employees as necessary to assist
the CRO in the execution of the duties.  Among other things, the
CRO Personnel will perform these services:

  (a) review and analyze the Debtor's current financial and
      collateral position as it relates to the Debtor's secured
      financing with the Lenders;

  (b) facilitate the development and preparation of weekly or
      monthly cash flow budgets and other reporting and analyses
      that are intended for use in the continued operation,
      management and control of the Debtor's operations;

  (c) review and facilitate the development of monthly pro forma
      cash flow and financial projections/budgets and other
      reporting and analyses that are intended for use in the
      continued operation, management and control of the Debtor's
      operations; and

  (d) work on behalf of the Debtor as chief restructuring officer
      to assist in marketing and selling the Debtor's assets, in a
      reasonable fashion so as to maximize the sale value of the
      Debtor's assets.

Rally will be paid by the Debtor for the services of the CRO
Personnel at their customary hourly billing rates.  The current
hourly billing rate for Mr. Samuels is $300. The hourly rates of
the additional personnel expected to contribute significant time
on this matter are as follows:

                                   Hourly Rate
                                   -----------
           Howard B. Samuels         $300
           David N. Missner          $300
           Vicki Jones               $195
           Gia Ormond                $195

The Debtor proposed to implement these compensation guidelines:

  (a) Rally may be paid in the ordinary course so long as its fees
      and expenses for any calendar month do not exceed $25,000.

  (b) If Rally's fees and expenses exceed $25,000 for any calendar
      month, then on or before the 20th day of the immediately
      following month, Rally will file with the Court a copy of
      its invoice for the month in question.

  (c) Any party that objects to the payment of the compensation
      set forth in a fee statement must file with the Court an
      objection within ten days of the filing of the fee
      statement.  Rally may be paid all fees and expenses set
      forth in the fee statement if an objection is not timely
      filed with the court.  If an objection is filed, rally and
      the objecting party may seek to resolve any objection
      without Court intervention.  To the extent a resolution
      cannot be reached among the parties, Rally cannot be paid
      any portion of the fees or expenses at issue in the
      Objection absent further Court Order.

Rally received an advanced payment retainer in the amount of
$10,000 to be applied against anticipated professional services
and expenses charged by Rally.  The Debtor said Rally is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OMNICOMM SYSTEMS: Amends Report on 2011 Meeting Results
-------------------------------------------------------
Omnicomm Systems, Inc., amended its current report on Form 8-K
filed on Aug. 8, 2011, to correct information provided in Item
5.07 of the original Form 8-K regarding the count and percentage
of shares present and the results of the votes on Proposal 2,
Proposal 3 and Proposal 4.

The Company held its annual stockholders' meeting in Fort
Lauderdale, Florida on Aug. 4, 2011, wherein stockholders:

   (1) elected Randall G. Smith, Cornelis F. Wit, Guus van
       Kesteren and Matthew D. Veatch as directors;

   (2) ratified the appointment of Webb & Company, as the
       Company's independent auditors;
   
   (3) approved, on a non-binding advisory basis, the holding of
       future advisory vote on executive compensation every three
       years; and
   
   (4) approved, on a non-binding basis, the compensation of the
       Company's executives.

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

                        http://is.gd/WDpHs9

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $3.36 million in 2013, following a net loss
attributable to common stockholders of $8.06 million in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $4.71 million
in total assets, $36.17 million in total liabilities and a $31.46
million total shareholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced net losses and
negative cash flows from operations and has utilized debt and
equity financing to help provide working capital, capital
expenditure and R&D needs.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013
-----------------------------------------------------------
Orckit Communications Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.95 million on $8.17 million of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $6.46
million on $11.19 million of revenues in 2012.  The Company
incurred a net loss of $17.38 million net loss in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $9.03 million
in total assets, $23.01 million in total liabilities and a $13.98
million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has a capital deficiency, recurring losses,
negative cash flows from operating activities and has significant
future commitments to repay its convertible subordinated notes.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.

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

                        http://is.gd/R7Y2EV

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.


ORMET CORP: Payoff Letter Approved
----------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's motion for entry of an order to enter into a payoff letter
with respect to the revolving D.I.P. loan credit agreement.

BData related that "the Payoff Letter provides for the following:
(1) Subject to the terms and conditions contained within the
Payoff Letter, (a) the termination of the financing agreements
relating to the Revolving DIP Loan and related letters of credit,
except for certain identified continuing obligations and (b) the
termination of further obligations by the Revolving DIP Loan Agent
and Revolving DIP Loan Lenders to make or provide any loans,
letters of credit or other financial accommodations to the
Debtors. (2) The release of the Revolving D.I.P Agent and the
Revolving D.I.P. Lenders, their respective participants and their
respective successors and assigns, from all obligations to the
Debtors and their successors and assigns and other legal
representatives, for any and all claims, demands, debts, accounts,
contracts, liabilities, actions and causes of action, of every
kind, nature or description, including without limitation, any so-
called "lender liability" claims or defenses, whether in law or in
equity, whether arising pre-petition or post-petition, that any
releasor at any time had or has, or that it or its successors and
assigns hereafter can or may have against the Releases. (3) The
following to be "Continuing Obligations" of the Debtors: costs and
expenses incurred by the Revolving DIP Agent and Revolving DIP
Lenders; all indemnification obligations and other obligations in
favor of the Revolving DIP Agent and Revolving DIP Lenders that
survive the termination of the Revolving DIP Loan Documents; and
All obligations related to the Letters of Credit. (4) Cash
Collateral will be maintained to cover the Continuing Obligations
and, in the event the Cash Collateral is insufficient to cover any
of the Continuing Obligations, the Revolving DIP Agent shall have
the right to notice the Debtors in writing of such deficiency and
such deficiency shall be entitled to be secured by the Collateral
in accordance with the Revolving DIP Loan Documents."

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In October 2013, the U.S. Trustee filed papers saying the
bankruptcy instead should be converted to a liquidation in
Chapter 7.  The U.S. Trustee said there is no budget and no
financing for a wind-down in Chapter 11.

In November 2013, the Bankruptcy Court approved on an interim
basis Ormet's motion for (a) an interim plan to wind down the
Debtors' businesses and protections for certain employees
implementing the wind down, (b) authorizing the Debtors to modify
employee benefit plans consistent with the wind down plan, and (c)
authorizing the Debtors to take any and all actions necessary to
implement the wind down plan.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.

In 2014, the Bankruptcy Court issued several interim orders
related to the wind-down plan.  Those orders authorize the Debtors
to make payments through a certain date, as part of implementing
the wind-down plan.


PALM DRIVE: May 16 Hearing on Bid to Reject Unexpired Leases
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 16, 2014, at
10:00 a.m., to consider Palm Drive Health Care District's motion
for rejection of executory contracts and unexpired leases,
effective as of April 29, 2014.

On May 6, the Debtor, in its second motion, stated that its board
of directors determined that as a result of the closure of the
Palm Drive Hospital, there is no need for certain contracts and
leases.

Schedules of the leases to be rejected are available for free at:

     http://bankrupt.com/misc/PALMDRIVE_leaserej.pdf
     http://bankrupt.com/misc/PALMDRIVE_2leaserej.pdf

              About Palm Drive Health Care District

Palm Drive Health Care District, owner and operator of the Palm
Drive Hospital, in Sebastopol, California, filed a petition under
Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
14-10510) amid a "sustained reduction in patient volume and
revenue."  In its Chapter 9 petition filed April 7, 2014, in Santa
Rosa, California, the Debtor estimated $10 million to $50 million
in assets and liabilities.  The Debtor is represented by Michael
A. Sweet, Esq., at Fox Rothschild LLP, as counsel.


PALM DRIVE: Owens & Minor Wants to Set Off Claim
------------------------------------------------
The Bankruptcy Court will convene a hearing on June 12, 2014, at
9:00 a.m., to consider creditor Owens & Minor Distribution, Inc.'s
motion for relief from the automatic stay to permit the exercise
of setoff rights against Palm Drive Health Care District also
known as Palm Drive Hospital.

O&M also request that the Debtor pay its administrative claim
amounting to $26,377 for goods and products delivered to the
Debtor during the 20 days immediately prior to the bankruptcy
filing date; and to reclaim certain goods O&M provided to the
Debtor during the 45 days immediately prior to the bankruptcy
filing date.

Prior to the Petition Date, the Debtor purchased general
medical/surgical supplies from O&M.  Upon order and delivery, O&M
generated invoices indicating the amounts due and owing by the
Debtor to O&M as a result of fulfilling the orders.  As a result
of the Debtor's previous bankruptcy case, on April 6, 2007, the
Debtor and O&M entered into an agreement to provide O&M a deposit
for future purchases of general medical/surgical supplies.  The
deposit received by the Debtor prior to the Petition Date totaled
$20,000.

As of the Petition Date, O&M had not applied the deposit to the
Debtor's existing balance.  Accordingly, O&M is holding a total of
$20,000 against the deposit.

O&M's prepetition claims against the Debtor total $33,866.
Pursuant to the language of the deposit agreement, O&M has the
authority, with the Court's approval, to set off the deposit
against the prepetition claim amount.

O&M is represented by:

         Henry C. Kevane, Esq.
         John W. Lucas, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         150 California Street, 15th Floor
         San Francisco, CA 94111-4500
         Tel: (415) 263-7010

              - and -

         Robert S. Westermann, Esq
         HIRSCHLER FLEISCHER, P.C.
         2100 East Cary Street
         Richmond, VA 23223
         Tel: (804) 771-9500

              About Palm Drive Health Care District

Palm Drive Health Care District, owner and operator of the Palm
Drive Hospital, in Sebastopol, California, filed a petition under
Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
14-10510) amid a "sustained reduction in patient volume and
revenue."  In its Chapter 9 petition filed April 7, 2014, in Santa
Rosa, California, the Debtor estimated $10 million to $50 million
in assets and liabilities.  The Debtor is represented by Michael
A. Sweet, Esq., at Fox Rothschild LLP, as counsel.


PEREGRINE FINANCIAL: CFTC's $645M Fine Wins Judge's Approval
------------------------------------------------------------
Law360 reported that the U.S. Commodity Futures Trading Commission
received an Illinois federal judge's blessing to fine bankrupt
Peregrine Financial Group Inc. and its imprisoned founder $645
million for the brokerage firm's nearly 20-year fraud scheme.

According to the report, at a court hearing in Chicago, U.S.
District Judge Rebecca R. Pallmeyer signed off on the civil
monetary penalty, which is around three times the $210 million
that Peregrine and its founder, Russell Wasendorf Sr.,
misappropriated from the firm's customers.

The CFTC asked the Illinois federal court to hit Peregrine
Financial with a monetary penalty of $645 million, nearly three
times the amount of total investor losses from the brokerage
firm?s nearly 20-year fraud and embezzlement scheme, an earlier
Law360 report related.  The futures industry regulator filed a
memorandum requesting Peregrine Financial be required to pay $645
million, which is well above the $215.5 million restitution
previously determined by the court.

"The commission?s goal of effective deterrence sometimes requires
a civil penalty in excess of the net profit a respondent derived
from his wrongdoing,? CFTC prosecutors wrote in the memorandum,
the report further related.

"While $645 million is undeniably a substantial sum, the extreme
gravity and breadth of [Peregrine?s] blatant fraud surely
justifies this amount,? the memorandum says, the report added.

Joseph Checkler, writing for Daily Bankruptcy Review, reported
that the trustee unwinding Peregrine cut a deal to pay 30 cents on
the dollar to a former foreign exchange customer, a settlement he
hopes to apply to thousands of other customers.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, also
reported that Peregrine's trustee has won court approval for a
settlement with JPMorgan Chase Bank NA that will generate more
than $15 million for Peregrine customers and creditors.  The
settlements, which was in tandem with settlement of a class
lawsuit on behalf of Peregrin customers, enable JPMorgan to
release more than $14 million held in a blocked account to cover
the bank?s claim to be indemnified for expenses and losses
stemming from the customers? class-action suit, the Bloomberg
report related.

The CFTC case is U.S. Commodity Futures Trading Commission v.
Peregrine Financial Group, Inc. et al., Case No. 1:12-cv-05383
(N.D. Ill.).

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PINNACLE FOODS: S&P Puts 'B+' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BBB' corporate credit rating, on Chicago-based The Hillshire
Brands Co. on CreditWatch with negative implications, meaning that
S&P could lower or affirm the ratings following the completion of
its review.

At the same time, Standard & Poor's Ratings Services placed its
ratings, including its 'B+' corporate credit rating, on
Parsippany, N.J.-based Pinnacle Foods Inc. on CreditWatch with
positive implications, meaning that S&P could either raise or
affirm the ratings following the completion of our review.

The rating actions follow The Hillshire Brands Co. (Hillshire)
announcement that it will be acquiring Pinnacle Foods Inc. for
about $6.6 billion.

"We believe the proposed acquisition will expand Hillshire's size
and product portfolio while also significantly increasing
Hillshire's debt obligations, resulting in weaker pro forma credit
protection measures," said Standard & Poor's credit analyst Bea
Chiem.  "Concurrently, we believe that Pinnacle's credit profile
may improve with the acquisition by Hillshire," continued
Ms. Chiem.

S&P estimates that Pinnacle has roughly $2.6 billion adjusted debt
and Hillshire currently has roughly $1.2 billion in adjusted debt
outstanding.  S&P estimates that pro forma adjusted debt for the
acquisition could exceed $5.7 billion based on current financing
expectations.


PLANDAI BIOTECHNOLOGY: Amends 2013 and 2012 Annual Reports
----------------------------------------------------------
Plandai Biotechnology, Inc., has amended its its annual reports on
Form 10-K/A filed with the U.S. Securities and Exchange Commission
to include a new audit opinion letter provided by the Company's
certified public accountant resulting from a re-audit of the
fiscal years ended June 30, 2012, and 2013 and to include
additional disclosure regarding the note payable to Land and
Agriculture Bank of South Africa.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the years ended June 30, 2013, and June 30, 2012.  The
independent auditor noted that the Company has incurred losses
since inception, has a negative working capital balance at
June 30, 2013, and has an accumulated deficit, which raises
substantial doubt about its ability to continue as a going
concern.

Copies of the Amended Annual Reports are available for free at:

                        http://is.gd/cdHxLp
                        http://is.gd/m4l2Ax

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.89 million in total assets, $13.11 million in total
liabilities and a $4.22 million deficit allocated to the Company.

As reported by the TCR on Feb. 4, 2014,  Terry L. Johnson, CPA,
replaced Patrick Rodgers, CPA, P.A., as the Company's independent
accountant.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


PLC SYSTEMS: Amends 2013 Annual Report to Add Part III
------------------------------------------------------
PLC Systems Inc. amended its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2013, originally filed with the U.S.
Securities and Exchange Commission on March 31, 2014, to include
the information required by Part III of Form 10-K, which was not
included in the Original Filing because the Company planned to
include that information in a definitive Proxy Statement.
However, the Company will not file a definitive Proxy Statement
with the SEC within 120 days after the end of our fiscal year
ended Dec. 31, 2013.  Accordingly, that information is included in
our Form 10-K by the Amendment.  A copy of the Form 10-K/A is
available for free at http://is.gd/26yMmi

                          About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems reported net income of $3.49 million in 2013, as
compared with a net loss of $8.38 million in 2012.  As of Dec. 31,
2013, the Company had $1.55 million in total assets, $8.20 million
in total liabilities and a $6.64 million total stockholders'
deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations, which raises substantial doubt about its ability
to continue as a going concern.


PLUG POWER: Obtains $116.3 Million From Stock Offering
------------------------------------------------------
Plug Power Inc. completed its previously announced underwritten
public offering of 22,600,000 shares of its common stock at $5.50
per share.

Morgan Stanley & Co. LLC and Barclays Capital Inc. acted as the
book-running managers and Cowen and Company, LLC, and FBR Capital
Markets & Co. acted as co-managers for the offering.

Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power, were
approximately $116,300,000.  Plug Power intends to use the net
proceeds of the offering for working capital and other general
corporate purposes, which may include capital expenditures and
potential acquisitions.

The securities were offered by Plug Power pursuant to a shelf
registration statement on Form S-3 (No. 333-195431) including a
base prospectus, previously filed and declared effective by the
Securities and Exchange Commission (SEC).  A final prospectus
supplement related to the offering was filed with the SEC on
April 25, 2014, and is available on the SEC's Web site located at
www.sec.gov.  Copies of the final prospectus supplement and the
accompanying prospectus relating to the offered securities may
also be obtained by contacting Morgan Stanley & Co. LLC, Attn:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York, 10014, or by contacting Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, 11717, by calling (888) 603-5847 or by emailing
barclaysprospectus@broadridge.com.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


POLYPORE INTERNATIONAL: S&P Withdraws Ratings Including 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services, at the request of the company,
withdrew all of its ratings on U.S.-based filtration manufacturer
Polypore International Inc., including its 'BB-' corporate credit
rating, the 'BB+' issue-level rating and '1' recovery rating on
Polypore's $450 million first-lien credit facility due 2017, and
the 'BB-' issue-level and '4' recovery rating on its $365 million
senior unsecured notes due 2017.  All rated debt was paid in full
as part of the company's recently completed refinancing.


QUARTZ HILL: Court Reinstates Chapter 11 Cases
----------------------------------------------
On April 7, 2014, the Bankruptcy Court dismissed the Chapter 11
cases of Quartz Hill Mining, LLC, and Superior Gold, LLC for
failure to correct filing delinquency. The Court noted that the
petition was not accompanied by a balance sheet, statement of
operations, cash flow statement and federal tax return or, a
statement as to documents required under Section 1116(1)(B) of the
Bankruptcy Code.

However, a review of Court records indicates that Quartz Hill and
Superior Gold have satisfied the filing deficiency by filing a
sworn statement stating that "there are no current balance sheet,
cash-flow statement and statement of operations and that no
Federal tax return has been filed."

Accordingly, the Court reinstates the Chapter 11 cases.

                         About Quartz Hill

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

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


QUARTZ HILL: Responds to Creditors Request for Cases Dismissal
--------------------------------------------------------------
Quartz Hill Mining, LLC, and Superior Gold, LLC, oppose the
request of the estate of William B. Kemper and Marjorie Robbins
Daggett to dismiss the Chapter 11 cases.

Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin,
in Miami, Florida, points out that Mr. Kemper and Ms. Daggett
wrongly assumed that the cases are a "single asset real estate
debtor" and were filed in bad faith. Rather, it is a small
business case as defined by Section 101 of the Bankruptcy Code.

Mr. Charbonneau explains that Quartz Hill and Superior Gold
acquired their property out of bankruptcy cases that are still
pending in the Southern District of Florida. Had Mr. Kemper and
Ms. Daggett obeyed the final, non-appealable ruling of the Court
coming out of those cases, Quartz Hill and Superior Gold would
have never filed its Chapter 11 cases.

According to Mr. Charbonneau, it is only because of Mr. Kemper and
Ms. Daggett engaged in an unlawful collateral attack of the Court
orders that Quartz Hill and Superior Gold had to seek Court
protection. By filing, they prevented a levy and execution of
their properties, which would have operated as forfeiture  of all
equity to one unsecured creditor.

Mr. Charbonneau stresses that Quartz Hill and Superior Gold
preserved the equity in these properties for all creditors before
the forum that is most familiar with their acquisition of these
properties and the forum that is best situated to protect the
interest of all creditors.

                 Mr. Kemper and Ms. Daggett Respond

Mr. Kemper and Ms. Daggett insist that Quartz Hill and Superior
Gold are impermissibly attempting to re-litigate in the Court an
adverse ruling of a state court which they have now appealed.

E. Alan Hampson, Esq., in Lakewood, Colorado, argues the cases
were filed in bad faith as a substitute for a supercedeas bond
immediately after an adverse State Court ruling and on the eve of
a sheriff's sale of real property.

Mr. Hampson notes that filing of these cases in Florida violates
the law regarding venue and has not been done for the purpose of
reorganizing an existing business.

According to Mr. Hampson, the Colorado LLC, whose only assets are
Colorado real property, has no principal place of business, nerve
center, assets or presence in Florida. There are no officers or
directors in Florida nor has any business been run from Florida.
There are no employees. They have no personal property, business
financial records, bank accounts nor tax forms.

The Debtors' counsel may be reached at:

     Robert P. Charbonneau, Esq.
     EHRENSTEIN CHARBONNEAU CALDERIN
     Miami, FL 33131
     Tel: 305-722-2002
     Fax: 305-722-2001
     E-mail: rpc@ecclgal.com

Counsel to Mr. Kemper and Ms. Daggett may be reached at:

     E. Alan Hampson, Esq.
     Colorado Bar No. 3438
     1420 Vance Street #200
     Lakewood, CO 80214
     Tel: 303-233-8997
     Fax: 303-233-1995

                         About Quartz Hill

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

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


QUIZNOS: Bankruptcy Court Confirms Pre-Pack Reorganization Plan
---------------------------------------------------------------
Quiznos, one of North America's premier quick-service restaurant
chains and pioneer of the toasted sub, on May 12 disclosed that
the U.S. Bankruptcy Court in Wilmington, Delaware confirmed the
Company's prepackaged plan of reorganization.

"We are pleased to have reached this important milestone and look
forward to completing the financial restructuring process, which
has created a stronger foundation for us to execute our
comprehensive strategic plan," said Stuart K. Mathis, Quiznos
Chief Executive Officer.  "As we near the completion of the
court-supervised process, we are looking forward to implementing
initiatives to enhance the customer experience, elevate our brand
and increase sales and profitability for our franchise owners.  I
want to thank our franchisees for their continued support
throughout this process and our employees for their efforts.  I
also want to thank our vendors for their cooperation throughout
this process.  We look forward to continuing to provide our
customers with high-quality menu offerings and superior service."

The prepackaged restructuring plan that has been confirmed by the
Court is intended to increase the Company's flexibility as it
executes operational enhancements designed to strengthen
performance, revitalize the Quiznos brand and reinforce its
promise as a fresh, high-quality and great-tasting alternative to
traditional fast food offerings.

Mr. Mathis added, "We thank our senior lenders, as well as the
committee representing our general unsecured creditors and their
advisors, who worked with us constructively to position us to
complete our financial restructuring in an expedited manner."

Quiznos has established a Restructuring Information Hotline for
interested parties at (855) 388-4579 in North America, or
internationally at (646) 795-6978.  Additional information can be
found on the Quiznos website at www.quiznos.com/restructuring
Court filings and information about the claims process can be
found at a separate website maintained by Quiznos' claims agent,
PrimeClerk, at http://cases.primeclerk.com/quiznos

Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor,
Lazard Freres & Co. LLC is serving as financial advisor and
Alvarez & Marsal is serving as restructuring advisor to Quiznos.

                          About Quiznos

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

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

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

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.


RAMS ASSOCIATE: Court Confirms 2nd Modified Reorganization Plan
---------------------------------------------------------------
According to amended minutes for the hearing held May 6, 2014, the
Bankruptcy Court confirmed Rams Associates, L.P.'s Second Modified
Plan of Reorganization.

The Court instructed the Debtor's counsel to submit a revised form
of order.

In a prior docket entry, the Court rescheduled the Plan hearing
for May 20.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has objected to
the confirmation of the Debtor's Plan.  Jeffrey M. Sponder, Esq.,
on behalf of the U.S. Trustee, stated that the Debtor failed to
comply with the U.S. Trustee Operating Guidelines and Reporting
Requirements for Chapter 11 cases.  The Debtor has not filed its
monthly operating report for the month of March 2014, which report
was due by April 20, 2014.

The Bankruptcy Judge approved the adequacy of the Second Modified
Disclosure Statement describing the Plan on March 18, 2014.  A
copy of the Disclosure Statement is available for free at:

      http://bankrupt.com/misc/RAMSASSOCIATES_2ndDSmar18.pdf

                      About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Morris S.
Bauer, Esq. And Larry K. Lesnik, Esq., of McLaughlin & Marcus,
P.A., serves as the Debtor's counsel.

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


REFCO PUBLIC COMMODITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Refco Public Commodity Pool, L.P.
        c/o MAA, LLC
        55 West Monroe Street, Suite 2500
        Chicago, IL 60603

Case No.: 14-11216

Type of Business: The Debtor is a fund that was set up to permit
                  public investors to invest in a vehicle that
                  placed substantially all of its assets in SPhiX
                  Managed Futures Fund, SPC, a Cayman Islands
                  special purpose company.

Chapter 11 Petition Date: May 13, 2014

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

Judge: Hon. Brendan Linehan Shannon

Debtor's General
Counsel:          Dennis J. Connolly, Esq.
                  William S. Sugden, Esq.
                  Suzanne N. Boyd, Esq.
                  ALSTON & BIRD LLP
                  1201 West Peachtree Street
                  Atlanta, Georgia 30309
                  Tel: (404) 881-7000
                  Fax: (404) 881-7777
                  Email: dennis.connolly@alston.com
                         will.sugden@alston.com
                         suzanne.boyd@alston.com

Debtor's Local    Russell C. Silberglied, Esq.
Counsel           Paul N. Heath, Esq.
                  Amanda R. Steele, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  USA
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: silberglied@rlf.com

                        heath@rlf.com
                        steele@rlf.com

Debtors'
Financial
Advisor:          MORRIS ANDERSON & ASSOCIATES, LTD.

Debtor's
Cayman Islands
Counsel:          MAPLES & CALDER

Estimated Assets: $17 million as of May 13, 2014

Total Debt: $0 as of May 13, 2014

The petition was signed by Daniel F. Dooley, managing member of
MAA, LLC.

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


RESPONSE BIOMEDICAL: Stockholders Elect 8 Directors
---------------------------------------------------
Response Biomedical Corp. held its annual meeting of stockholders
on May 8, 2014, to consider and vote on two proposals.  The
shareholders approved the proposal setting the size of the Board
at eight.  Anthony F. Holler, M.D., Joseph D. Keegan, Ph.D.,
Jeffrey L. Purvin, Clinton H. Severson, Lewis J. Shuster, Peter A.
Thompson, M.D., David G. Wang, M.D., and Jonathan J. Wang, Ph.D.,
were each elected to serve as the Company's directors until its
next annual meeting of shareholders.  The audit committee of the
Board approved the appointment of PricewaterhouseCoopers, LLP, as
the Company's independent registered accounting firm and the
Board's request to be authorized to set its remuneration.

                    About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.  As of Dec. 31, 2013, the Company had $14.20
million in total assets, $15.68 million in total liabilities and a
$1.48 million total shareholders' deficit.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, 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 recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, that
raises substantial doubt about its ability to continue as a going
concern.


RESTORA HEALTHCARE: Court Approves Additional Executive Officers
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the supplementary application of
Restora Healthcare Holdings and its debtor-affiliates to retain
Alvarez & Marsal Healthcare Industry Group, LLC to provide a chief
restructuring officer and additional personnel.

The Court also approved Debtors' application to designate certain
additional personnel of Alvarez & Marsal as executive officers,
nunc pro tunc to Mar. 17, 2014.

On Mar. 19, 2014, the Court entered an order approving the Alvarez
& Marsal application.  The A&M Retention Order provides that "in
the event the Debtors seek to have A&M personnel assume executive
officer positions, different than the position disclosed in the
A&M Retention Order application, a motion or application to modify
the retention shall be filed."

On Mar. 17, 2014, the Debtors designated these Additional
Personnel of A&M to the following executive officer positions:

       Additional Personnel       Executive Officer Position
       --------------------       --------------------------
       Ronald Winters             Vice Chief Restructuring Officer
       Steven Kraus Vice          Chief Restructuring Officer
       Steven Kotarba Vice        Chief Restructuring Officer
       Erica Lister               Vice President
       Diane Rafferty             Vice President

The Debtors designated the Additional Personnel as executive
officers to, among other things, provide key leadership for the
Debtors and clearly identify to external parties the key
individuals who have management responsibility for the business
affairs of the Debtors and who are authorized to act on behalf of
the Debtors during the pendency of these chapter 11 cases.

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.


RESTORA HEALTHCARE: Ombudsman Hires Vernon Consulting as Advisor
----------------------------------------------------------------
Laura W. Patt, the patient care ombudsman of Restora Healthcare
Holdings and its debtor-affiliates, seeks authorization from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to employ Vernon Consulting, Inc. as medical
operations advisor for the Ombudsman, nunc pro tunc to Apr. 18,
2014.

The Ombudsman requires Vernon Consulting to:

   (a) conduct interviews of patients and facility staff as
       required;

   (b) review license and governmental permits;

   (c) review adequacy of staffing, supplies and equipment;

   (d) review safety standards;

   (e) review facility maintenance issues or reports;

   (f) review patient, family, staff or employee complaints;

   (g) review risk management reports;

   (h) review litigation relating to the Debtors;

   (i) review patient records;

   (j) review the proposed sale of the Debtors with respect to how
       it impacts patients;

   (k) review other various information, including if applicable,
       without limitation, violations, deficiencies, plans of
       corrections, lists of death and hospital codes, in-patient
       and out-patient surgery schedules, surgery cancellations,
       patient satisfaction survey results, regulatory or JCAHO
       reports, utilization review reports, discharged and
       transferred patient reports, staff recruitment plans and
       nurse/patient/acuity staffing plans;

   (l) review various financial information, including, without
       limitation, current financial statements, cash projections,
       accounts receivable reports and accounts payable reports;
       and

   (m) assist the Ombudsman with such other services as may be
       required under the circumstances of these cases, including
       any diligence or investigation required for the reports to
       be submitted by the Ombudsman.

Vernon Consulting will be paid at these hourly rates:

       Patient Care Ombudsman                $425
       Medical Operations-Managing Director  $400
       Medical Operations-Director           $375
       Medical Operations
         Sr. Managing Consultant             $325
       Medical Operations-Analyst            $150

From time to time, other Vernon Consulting professionals may be
involved in these cases as needed.  Hourly rates for these
professionals range as follows: $150-$425.

Vernon Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Laura W. Patt 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.

Vernon Consulting can be reached at:

       VERNON CONSULTING, INC.
       344 E 65th St.
       New York, NY 10065
       Tel: (917) 822-7578

                      About Restora Healthcare

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.

DLA Piper LLP (US) serves as the Debtors' counsel.  The Debtors
tapped George D. Pillari, a managing director of Alvarez & Marsal
Healthcare Industry Group, LLC, as chief restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.


RESTORGENEX CORP: Obtains $11.1 Million From Private Placement
--------------------------------------------------------------
RestorGenex Corporation, on April 29, 2014, closed the initial
round in the aggregate sum of $11,106,000 of a private placement
pursuant to those certain Subscription Agreements, dated as of
April 29, 2014, the Company entered into with each of the
accredited investors identified therein.  At the closing, the
Company issued (i) 2,776,500 shares of the Company's common stock,
and (ii) warrants to purchase a total of 832,950 shares of Common
Stock.  The purchasers of Common Stock received warrants to
purchase three shares of Common Stock for every ten shares of
Common Stock such Investors purchased in the Private Placement.
The purchase price of each share of Common Stock was $4.00.  The
aggregate purchase price of the securities sold in the Private
Placement was $11,106,000.  In connection with the Private
Placement, the Company paid to Maxim Group LLC commissions of
$1,180,600 and $100,000 for expenses.  Additionally, the Company
issued to the Placement Agent Warrants to purchase 277,650 shares
of Common Stock.

Additional information is available for free at:

                       http://is.gd/2w1sxv

                        About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
March 31, 2013, showed $2.18 million in total assets, $21.92
million in total liabilities and a $19.73 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


REVSTONE INDUSTRIES: PBGC Rips 'Wasteful' Bid to Oust It
--------------------------------------------------------
Law360 reported that the Pension Benefit Guaranty Corp. pushed
back against an attempt to kick it off the unsecured creditors
committee for its proposed deal to settle $95 million in pension-
related claims in the Revstone Industries LLC bankruptcy, calling
the move "wasteful and unproductive."

According to the report, in a motion before the Delaware
bankruptcy court, PBGC said that if its settlement with the auto
parts conglomerate to resolve the pension claims gets the go-
ahead, PBGC is going to resign from the committee anyway, mooting
any internal conflict that would hamper the body from effectively
challenging the debtor's Chapter 11 plan if the committee chooses.

But if the court doesn't approve the deal, PBGC said it wants to
remain on the committee since it's one of the largest unsecured
creditors in Revstone's case, the report related.  If the
settlement deal is squashed, then PBGC would be no more or less at
odds with the other unsecured creditors, and bankruptcy rules
don't expect all committee members to be perfectly aligned in all
of their interests, according to the court filing.

"The motion [to remove PBGC from the committee] is yet another
instance of wasteful and unproductive litigation in this case,
irresponsibly adding to administrative expenses in a case that is
currently administratively insolvent," the agency's motion said,
the report further related.  "Simply put, there is no defensible
reason for the motion to be heard at this time."

As previously reported by The Troubled Company Reporter, the
Official Committee of Unsecured Creditors wants the U.S. Trustee
to reconstitute the Committee by removing PBGC, asserting that a
conflict of interest has arisen following the PBGC's entry into a
$95 million settlement with the Debtors to resolve its claims
related to four pension plans.  The Committee said it does not
believe the settlement is in the best interest of the estates.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RICEBRAN TECHNOLOGIES: Amends 2013 Annual Report
------------------------------------------------
RiceBran Technologies amended its annual report on Form 10-K for
the year ended Dec. 31, 2013, as filed with the Securities and
Exchange Commission on March 31, 2014, to:

    (i) include the information required by Part III of Form 10-K;

   (ii) reflect the correct number of shares of common stock
        outstanding on March 25, 2014, as listed on the cover
        page; and

  (iii) update the exhibit list.

The Part III information was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K, which
permits the information in the above referenced items to be
incorporated in the Form 10-K by reference from the Company's
definitive proxy statement if that statement is filed no later
than 120 days after the Company's fiscal year-end.  The
information required by Items 10-14 of Part III is no longer being
incorporated by reference to the proxy statement relating to the
Company's 2014 Annual Meeting of Shareholders.

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

                        http://is.gd/lf0m0Z

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company's balance sheet at Sept. 30, 2013, showed $41.82
million in total assets, $38.16 million in total liabilities,
$7.86 million in temporary equity and a $4.22 million total
deficit attributable to the Company's shareholders.


RIVERWALK JACKSONVILLE: Taps Aaronson Schantz as Counsel
--------------------------------------------------------
Riverwalk Jacksonville Development, LLC, seeks authority from the
U.S. Bankruptcy Court for the Southern District of Florida, Miami
Division, to employ Geoffrey S. Aaronson, Esq., of the law firm
Aaronson Schantz P.A. to represent it in its Chapter 11 case.

The professional services the attorney will render are as follows:

   (a) To give advice to the Debtor with respect to its powers and
       duties as a Debtor in Possession and the continued
       management of its financial affairs and business
       operations;

   (b) To advise the Debtor with respect to its responsibilities
       in complying with the U.S. Trustee's Operating Guidelines
       and Reporting Requirements and with the rules of the Court;

   (c) To prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the case;

   (d) To protect the interests of the Debtors in all matters
       pending before the Court in the Chapter 11 case; and

   (e) To represent the Debtor in negotiation with its creditors
       in the preparation of a plan and disclosure statement.

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

Mr. Aaronson, however, discloses that the firm represented and
continues to represent Howard Kaplan, in a personal Chapter 7
bankruptcy, and various related dischargeability proceedings.  In
regard to the Kaplan case, commencing in or about 2005, Steven M.
Pardo, the managing member of Riverwalk Jacksonville, and Kaplan
were promoters and co-owners of two senior living business
developments in South Florida, unrelated to the Debtor.

Riverwalk Jacksonville Development, LLC, owner of the land and
parking surrounding the Wyndham RiverWalk Jacksonville, filed a
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014, in Miami.  Stevan J. Pardo signed the petition as
managing member.  The Debtor estimated assets of at least $10
million and debts of at least $1 million.  Geoffrey S. Aaronson,
Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel.
Judge Laurel M Isicoff oversees the case.


SCH-TRIDENT LTD: Section 341(a) Meeting Set on May 30
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of SCH-Trident,
Ltd., will be held on May 30, 2014, at 1:30 p.m. at Dallas, Room
976.  Creditors have until Aug. 28, 2014, to submit their proofs
of claim.

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

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

SCH-Trident, Ltd., operator of a shopping center located on Harry
Hines Blvd. in Dallas, Texas, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 14-32277) in Dallas on May 6,
2014.  The petition was signed by Rajinder Singh as manager of
SCH-Trident, G.P.  The Debtor estimated $10 million to $50 million
in assets and liabilities.  Joyce W. Lindauer, Esq., at Joyce W.
Lindauer, attorney at law, in Dallas, serves as the Debtor's
counsel.  Judge Harlin DeWayne Hale presides over the case.


SEANERGY MARITIME: Signs Agreement for Equity Contribution
----------------------------------------------------------
Seanergy Maritime Holdings Corp. has entered into an agreement
with entities affiliated with certain members of the Restis family
for the contribution of four Capesize vessels as equity, in
exchange for newly issued shares of the Company's common stock.
Pursuant to the agreement, certain of the Company's Major
Shareholders will contribute to the Company four Capesize vessels
with a current market value appraised at approximately $178
million and estimated net asset value of approximately $86
million.

The transaction remains subject to certain closing conditions,
including Sellers' lenders' approval and other standard legal
documentation and is expected to be completed by June 30, 2014.
The Company's Board of Directors will obtain a fairness opinion
from a reputable financial firm for this transaction.

Following the completion of the transaction, the Company will have
a modern fleet of four Capesize dry bulk carriers with a combined
cargo-carrying capacity of approximately 682,723 dwt and an
average fleet age of about 7.5 years.  Upon delivery, the vessels
are expected to be employed in the spot market or under index-
linked charter agreements and consequently the Company will start
earning revenue immediately upon completion of the transaction.
As a result, indicatively, based on current consensus estimates by
research analysts for 2014 and 2015 charter rates, these vessels
are expected to generate aggregate revenues of approximately $36
million and aggregate EBITDA of approximately $25 million during
the 12-month period following the closing of the transaction.  The
Company will evaluate future employment options based on
prevailing spot and period rates.

As of March 31, 2014, the Company's shareholders' equity was
approximately $2.6 million.  The exact amount of the increase in
the Company's shareholders' equity as a result of this transaction
will be determined on the closing date of the transaction.

Stamatis Tsantanis, the Company's Chairman and chief executive
officer, stated: "This transaction represents a new era for
Seanergy as we rebuild our fleet starting with four modern
Capesize vessels that will immediately generate cash flows.
Moreover, this contribution represents a strong vote of confidence
in our business plan, which we have successfully implemented so
far.  Our objective is to grow the Company through accretive
transactions and deliver substantial shareholder returns for the
long term."

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Seanergy Maritime reported net income of $10.90 million on $23.07
million of net vessel revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $193.76 million on $55.61 million of
net vessel revenue for the year ended Dec. 31, 2012.  As of Dec.
31, 2013, the Company had $66.35 million in total assets, $157.04
million in total liabilities and a $90.69 million total
shareholders' deficit.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company, as of
December 31, 2013 continued to be in breach of certain terms and
covenants of the loan facility with its remaining lender, and had
a working capital deficit and an accumulated deficit.  Following
the disposal of its entire fleet subsequent to December 31, 2013
in the context of its restructuring plan, the Company is unable to
generate sufficient cash flow to meet its obligations and sustain
its continuing operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


SECUREALERT INC: Elli Sabag May Sell 236,469 Common Shares
----------------------------------------------------------
SecureAlert, Inc., filed a registration statement with the U.S.
Securities and Exchange Commission relating to the offer and
resale by Eli Sabag of up to 236,469 shares of the common stock,
par value $0.0001, of the Company issued in connection with the
acquisition by SecureAlert of GPS Global Tracking and Surveillance
System Ltd., from the Selling Shareholder.  Certain of the Shares
are held in escrow and to be delivered to Eli Sabag upon
satisfaction of certain conditions contained in the escrow
agreement among SecureAlert, Selling Shareholder and the escrow
agent identified in that agreement.  Closing of the acquisition of
GPS Global occurred on April 1, 2014.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale or other
disposition of the Shares by the Selling Shareholder.

The Company will pay the expenses incurred in registering the
Shares, including legal and accounting fees.

The Company's Common Stock is currently quoted on the OTC Markets
(OTCQB) under the symbol "SCRA."  On April 28, 2014, the last
reported sale price of the Company's Common Stock was $18.00 per
share.

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

                        http://is.gd/heVJMX

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.  As of Dec. 31, 2013, the Company had $28.57 million in
total assets, $5.72 million in total liabilities and $22.84
million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


SOLAR POWER: Amends 2013 Annual Report to Add Part III
------------------------------------------------------
Solar Power, Inc., amended its annual report on Form 10-K for the
year ended Dec. 31, 2013, as filed with the U.S. Securities and
Exchange Commission on April 15, 2014, to include the information
required by Part III of Form 10-K.  This information was
previously omitted from the Original Filing in reliance on General
Instruction G(3) to Form 10-K, which permits the information to be
incorporated in the Form 10-K by reference from the Company's
definitive proxy statement if that statement is filed no later
than 120 days after the Company's fiscal year-end.  The
information required by Items 10-14 of Part III is no longer being
incorporated by reference to the proxy statement relating to the
Company's 2014 Annual Meeting of Shareholders.  A copy of the Form
10-K/A is available for free at http://is.gd/Zm393R

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of Dec. 31,
2013, the Company had $70.96 million in total assets, $73.83
million in total liabilities and a $2.86 million total
stockholders' deficit.

Crowe Horwath LLP, in San Francisco, 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 has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SOUTH FLORIDA SOD: Orange Hammock Ranch Purchases Real Property
---------------------------------------------------------------
Orange Hammock Ranch, LLC, emerged as the buyer of South Florida
Sod, Inc.'s real property in Sarasota County, Florida known as
McCall Ranch.

Bankruptcy Judge Cynthia C. Jackson, on March 27, 2014, authorized
the Debtor to sell the property to OHR.  The Court declared OHR as
the highest bidder at the auction of the property.

OHR is the holder of the first mortgage on the property.

At a March 24 hearing, OHR's counsel clarified that OHR was
bidding (i) its credit bid; and (ii) a cash bid of $731,297.

The Debtor previously sought court approval to close on the sale
of the McCall Ranch pursuant to the proposal from the Southwest
Florida Water Management District.  SFWMD proposed to acquire
McCall Ranch for $15 million which, the company said, would be
enough to pay real property taxes as well as claims including
OHR's $14.4 million claim.  The balance of the proceeds from the
sale could be used to pay creditors of the bankruptcy estate,
South Florida Sod said in the filing.

South Florida Sod also revised its Chapter 11 reorganization plan,
which was confirmed on Feb. 12 by the bankruptcy judge, to conform
to the new proposal.  Under the revised plan, the provision
concerning the secured claim of OHR was deleted.  It was replaced
with a new provision, which allows OHR to retain its lien on the
property.  The claimant will also receive full payment once the
property is sold to SFWMD.

The revised plan also proposes to pay in full the administrative
claim of Wauchula State Bank.  The bank asserts $202,508 in
administrative claim against the company.

OHR objected, however, and asked Judge Jackson to deny the
proposed sale, saying SWFWMD makes a "highly contingent" offer
to buy the property.

"Instead of attaching a non-contingent, executed purchase and sale
agreement to support its motion, debtor attaches a proposal from
SWFWMD in which SWFWMD makes a highly contingent offer to purchase
McCall Ranch," said its lawyer, Robert Davis Jr., Esq., at Holland
& Knight LLP, in Orlando, Florida.

According to Mr. Davis, the offer is contingent upon certain
events, which include getting government approvals, obtaining a
boundary survey and title policy, and conducting environmental
site assessments.

Mr. Davis also said the proceeds would only partially pay Wauchula
Bank's claim and would leave nothing for the unsecured creditors.

A copy of the Amended Disclosure Statement and Amendment to Plan
are available for free at:

     http://bankrupt.com/misc/SOUTHFLORIDASODamendedds.pdf
     http://bankrupt.com/misc/SOUTHFLORIDASODamendmenttoplan.pdf

                    About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.  South Florida Sod hired National
Auction Group, Inc., as auctioneer and real estate broker to sell
the McCall Ranch.

Orange Hammock Ranch, LLC, the principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.

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


SOUTHGOBI RESOURCES: Coal Prices Remain Under Pressure in 2014
--------------------------------------------------------------
SouthGobi Resources Ltd. on May 12 disclosed that the Company
anticipates that coal prices in China will remain under pressure
in 2014, which will continue to impact the Company's margins and
liquidity.  The Company is in discussions with various parties
regarding a potential loan; however, there is no guarantee that an
agreement will be reached.  As of the date hereof, the Company
expects to be able to secure such funding in order to pay the
interest due under the China Investment Corporation convertible
debenture on May 19, 2014.  If it does not do so, or if it fails
to secure additional capital or otherwise restructure or refinance
its business in order to address its cash requirements through
March 31, 2015, then the Company is unlikely to have sufficient
capital resources or cash flows from mining operations in order to
satisfy its ongoing obligations and future contractual
commitments, including cash interest payments due on the CIC
convertible debenture.  As a result, the Company may not be able
to continue as a going concern.  Therefore, the Company is
actively seeking additional sources of financing to continue
operating and meet its objectives.

Several adverse conditions and material uncertainties cast
significant doubt upon the going concern assumption.  The Company
had cash of $9.9 million and working capital of $28.9 million at
March 31, 2014.  The Company's consolidated financial statements
have been prepared on a going concern basis which assumes that the
Company will continue operating until at least March 31, 2015 and
will be able to realize its assets and discharge its liabilities
in the normal course of operations as they come due; however, in
order to continue as a going concern, the Company must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  If the
Company fails to generate sufficient operating cash flows, secure
additional capital or otherwise restructure or refinance its
business in order to pay the interest due under the CIC
convertible debenture on May 19, 2014, or if it fails to generate
sufficient operating cash flows, secure additional capital or
otherwise restructure or refinance its business in order to
address its cash requirements through March 31, 2015, it will not
have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), it may not
be able to continue as a going concern.

If for any reason, the Company is unable to secure the additional
sources of financing and continue as a going concern, then this
could result in adjustments to the amounts and classifications of
assets and liabilities in the Company's consolidated financial
statements and such adjustments could be material.

While the Company intends to secure additional sources of
financing as soon as possible, a continued delay in securing
additional financing could ultimately result in an event of
default of the $250.0 million CIC convertible debenture, which if
not cured within applicable cure periods in accordance with the
terms of such debenture, may result in the principal amount owing
and all accrued and unpaid interest becoming immediately due and
payable upon notice to the Company by CIC.

The Company is focused on securing additional sources of financing
and continues to minimize uncommitted capital expenditures while
preserving the Company's growth options.  Factors that impact the
Company's liquidity are being closely monitored and include, but
are not limited to, Chinese economic growth, market prices of
coal, production levels, operating cash costs, capital costs,
exchange rates of currencies of countries where the Company
operates and exploration and discretionary expenditures.

In the first quarter of 2013, the Company was subject to orders
imposed by Mongolia's Independent Authority against Corruption
(the "IAAC") which placed restrictions on certain of the Company's
Mongolian assets.  The orders were imposed on the Company in
connection with the IAAC's investigation of the Company. The
Mongolian State Investigation Office (the "SIA") also continues to
enforce the orders on the Company.

The orders placing restrictions on certain of the Company's
Mongolian assets could ultimately result in an event of default of
the Company's CIC convertible debenture.  Following a review by
the Company and its advisers, it is the Company's view that this
does not result in an event of default as defined under the CIC
convertible debenture terms.  However, if an event of default of
the CIC convertible debenture occurs that remains uncured for ten
business days, the principal amount owing and all accrued and
unpaid interest will become immediately due and payable upon
notice to the Company by CIC.

The orders relate to certain items of operating equipment and
infrastructure and the Company's Mongolian bank accounts.  The
orders related to the operating equipment and infrastructure
restricts the sale of these items; however, the orders do not
restrict the use of these items in the Company's mining
activities.  The orders related to the Company's Mongolian bank
accounts restrict the use of in-country funds.  While the orders
restrict the use of in-country funds pending outcome of the
investigation, they are not expected to have any material impact
on the Company's activities.

                         About SouthGobi

SouthGobi is listed on the Toronto and Hong Kong stock exchanges,
in which Turquoise Hill Resources Ltd. ("Turquoise Hill"), also
publicly listed in Toronto and New York, has a 56% shareholding.
Turquoise Hill took management control of SouthGobi in September
2012 and made changes to the board and senior management. Rio
Tinto has a majority shareholding in Turquoise Hill.

SouthGobi is focused on exploration and development of its
metallurgical and thermal coal deposits in Mongolia's South Gobi
Region.  It has a 100% shareholding in SouthGobi Sands LLC, the
Mongolian registered company that holds the mining and exploration
licenses in Mongolia and operates the flagship Ovoot Tolgoi coal
mine.  Ovoot Tolgoi produces and sells coal to customers in China.


SPECIALTY HOSPITAL: Petitioning Creditors Want Ch. 11 Trustee
-------------------------------------------------------------
Capitol Hill Group; CMH Inc. d/b/a CroppMetcalfe; JFW Services,
LLC; J-Don Enterprises, LLC; Metropolitan Medical Group, LLC; and
Amalgamated Capital Partners, LLP (the "Petitioning Creditors") of
ask the U.S. Bankruptcy Court for the District of Delaware to
appoint a Chapter 11 trustee for Specialty Hospital of Washington,
LLC.

The Petitioning Creditors state, "Given the Putative Debtor
management?s track record, the Petitioning Creditors assert that
the Putative Debtor?s management is incapable of operating the
Putative Debtor?s business as a debtor-in-possession.  Allowing it
to do so will only further diminish the value of the Putative
Debtor?s estate.  While the Putative Debtor had previously
informed the Petitioning Creditors that it intended to file its
own Chapter 11 bankruptcy, months have passed without the Putative
Debtor taking any such action."

In a subsequent filing, Metropolitan Medical notified the Court
that it is withdrawing as petitioning creditor of Specialty
Hospital.

The Petitioning Creditors are Stephen W. Spence, Esq., and Lisa C.
McLaughlin, Esq., at Phillips, Goldman & Spence, P.A., in
Wilmington, Delaware.

                    About Specialty Hospital

Six alleged creditors of Specialty Hospital of Washington, LLC,
are seeking to send the hospital to Chapter 11 bankruptcy.  The
involuntary bankruptcy case (Bankr. D. Del. Case No. 14-10935) was
filed in Wilmington, Delaware on April 23, 2014.

Led by Capitol Hill Group, the creditors are represented by
Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in
Wilmington, Delaware.

Capitol Hill Group claims to be owed $1.66 million on a lease for
non-residential real property while another creditor, Metropolitan
Medical Group, LLC, claims $837,000 for physician services.  The
petitioners assert $2.69 million in total claims.

According to Web site
http://www.specialtyhospitalofwashington.com/capitol-hill/the
SHW Capitol Hill Campus provides 60 beds in private rooms for
extended stay critical care patients, plus 120 nursing center
beds.  The hospital has 24-hour in-house physician, nursing and
respiratory therapy coverage.


SPENDSMART PAYMENTS: Isaac Blech Reports 14.3% Equity Stake
-----------------------------------------------------------
Isaac Blech and his affiliates disclosed in an amended Schedule
13D filed with the U.S. Securities and Exchange Commission that as
of March 19, 2014, they beneficially owned 2,358,148 shares of
common stock of The SpendSmart Payments Company representing 14.3
percent of the shares outstanding.

On March 19, 2014, the Company entered into a stock option
agreement, pursuant to which it issued a stock option to Isaac
Blech to purchase up to an aggregate of 500,000 shares of Common
Stock at a purchase price of $0.87 per share.  Fifty percent of
the options are currently exercisable, and the remaining options
vest on the first anniversary of the date of grant.  On the same
date, the Issuer also granted an additional stock option to Mr.
Blech to purchase up to an aggregate of 45,000 shares of Common
Stock at a purchase price of $0.87 per share.  These options were
vested upon issuance.

A copy of the regulatory filing is available for free at
http://is.gd/xC3g10

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $709,198 in total assets,
$1.32 million in total liabilities, all current, and a $612,228
total stockholders' deficit.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


STANADYNE HOLDINGS: Has Deal to Sell Filtration Business
--------------------------------------------------------
Stanadyne Corporation signed a definitive agreement to sell its
Filtration business to Clarcor, Inc., for approximately $325
million.  Proceeds of the sale will be used to retire debt and pay
expenses related to the transaction.

Filtration includes a manufacturing facility in Washington, North
Carolina, as well as engineering and administrative operations in
Windsor, Connecticut.

Robert G. Isaman, CEO of Stanadyne, commented, "This is truly an
extraordinary opportunity to contribute Filtration to a leading,
dedicated filter company that will deliver lasting value to
customers, employees and to the communities in which it operates,
and for us to focus exclusively on our growing fuel systems
businesses."

Seth H. Hollander, a partner at Kohlberg & Company, whose
affiliated funds own Stanadyne, commented, "We are pleased that
our efforts to broaden Filtration's product offering and to build
a world-class organization have positioned the business to make
this next step in its evolution.  We look forward to operating
Stanadyne as a focused leader in its fuel systems end markets
around the world and continuing to grow those businesses through
technical innovation and new market development."

Joseph M. Vorih, senior vice president of Filtration, commented,
"Our team is thrilled to be joining one of the world's leading
filtration companies.  By combining our filters business with
Clarcor's large and broad filtration offering, we are establishing
a unique growth platform in attractive, growing market segments
around the world."

Closing of the transaction, which is subject to customary closing
conditions, is expected to occur in early-May.  Robert W. Baird &
Co. and Ropes & Gray LLP served as exclusive financial and legal
advisors, respectively, to Stanadyne.  XMS Capital Partners served
as exclusive financial advisor and Bass Berry & Sims PLC served as
lead legal advisor to CLARCOR in connection with the transaction.

A copy of the Stock Purchase Agreement is available for free at:

                        http://is.gd/7yMwzo

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings reported a net loss of $8.83 million in 2013,
a net loss of $11.50 million in 2012 and a net loss of $32.50
million in 2011.  As of Dec. 31, 2013, the Company had $374.87
million in total assets, $431.99 million in total liabilities,
$691,000 in redeemable non-controlling interest and a $57.80
million total stockholders' deficit.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that Stanadyne has a significant amount of
outstanding debt maturing in the next twelve months that raises
substantial doubt regarding its ability to continue as a going
concern.

                           *     *     *

As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STEINWAY MUSICAL: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Waltham, Mass.-based Steinway Musical Instruments Inc.
at 'B'.  The outlook is stable.

The company intends to refinance the outstanding balance on the
$110 million second-lien loan with the existing $200 million
first-lien term loan due 2019 in addition to about $11 million of
cash.  S&P has affirmed the issue-level rating on the pro forma
$305 million first-lien term loan at 'B'.  However, S&P has
revised the recovery rating on the term loan to '4' from '3',
reflecting its expectations for average (30% to 50%) recovery in
the event of payment default.  The company also has a $75 million
asset-based lending facility due 2018 (ABL, unrated).

Standard & Poor's will withdraw the ratings on Steinway's $110
million second-lien term loan due 2020 following the full
repayment upon the close of the transaction.  Pro forma for the
refinancing, approximately $360 million of adjusted debt will be
outstanding.  The ratings are subject to review upon final
documentation.

The ratings on Steinway reflect S&P's view of its "highly
leveraged" financial risk profile and "weak" business risk
profile.  S&P's anchor of 'b', given two potential outcomes ('b'
or 'b-'), reflects its assessment of Steinway's stronger cash flow
and leverage ratios relative to its 'b-' rated peers.  For the 12
months ended March 31, 2014, S&P estimates (pro forma for the
refinancing) adjusted total debt to EBITDA of about 5.2x, which is
slightly lower than fiscal year-end 2013 results.  Similarly, the
ratio of funds from operations to total debt has improved to about
11%.

The outlook is stable, reflecting the company's improving
operating trends and S&P's expectation that Steinway will maintain
credit measures and adequate liquidity.


SUBURBAN PROPANE: S&P Assigns 'BB-' Rating to $525MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '4' recovery rating to Suburban Propane
Partners L.P.'s proposed $525 million senior unsecured notes due
2024.  The '4' recovery rating indicates S&P's expectation of
average (30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds of the offering to
refinance the 7.5% senior unsecured notes due 2018.

Whippany, N.J.-based Suburban Propane Partners specializes in the
propane distribution business.  S&P's corporate credit rating on
Suburban is 'BB-', and the outlook is stable.

RATINGS LIST

Suburban Propane Partners L.P.
Corp credit rating         BB-/Stable/--

New rating
$525 mil sr unsecd notes   BB-
Recovery rating            4


SUN GROVE SENIOR: Foreclosure Auction Set for June 13
-----------------------------------------------------
Real and personal property of Sun Grove Senior Living, LLC,
located at 10134 W. Mohawk Lane Peoria, Arizona 85382, will be
sold at public auction to the highest bidder, at the law offices
of Quarles & Brady LLP, Two North Central Avenue, Phoenix,
Maricopa County, Arizona, on June 13, 2014 at 10:00 a.m.

The beneficial interest under the Deed of Trust was assigned to
Fannie Mae - Multifamily Loss Mitigation, at 14221 Dallas Parkway
Suite 1000 Dallas, Texas 75254-2916, the current Beneficiary,
pursuant to an Assignment of Deed of Trust executed as of July 23,
2008.  Quarles & Brady serves as Trustee.

The assets are located at 10134 West Mohawk Lane, Peoria, Arizona
85382.  Proceeds of the sale will be used to pay down debt under a
Promissory Note in the original principal balance of $3,573,100.
The Trustee will sell all collateral for cash or other form
satisfactory to the Trustee.

The Trustee may be reached at:

     James L. Ugalde, Esq.
     QUARLES & BRADY LLP
     Renaissance One Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200
     E-mail: elizabeth.hibbs@quarles.com


SURTRONICS INC: Case Dismissal Bid Denied
-----------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied Surtronics,
Inc.'s motion to dismiss its Chapter 11 case.  The Court said that
it has not found cause to dismiss the case.

Creditor Smith & Wade objected to the Dismissal motion, stating
that, among other things:

   1. the Debtor has not surrendered the property and vacated the
premises as required by Section 364(d)(4) of the Bankruptcy Code;

   2. an adversary proceeding between Smith & Wade and the Debtor,
initiated by Smith & Wade, is pending that must be resolved by the
Court to enable Smith & Wade to enforce its rights;

   3. conversion over dismissal will likely be in the best
interests of the creditors and the estate if Smith & Wade is
successful in its adversary proceeding;

   4. the Debtor has failed to designate Smith & Wade as a named
insured under the fire insurance policy, as required by the lease;
and

   5. Smith & Wade has outstanding claims against the Debtor.

Smith & Wade said that it entered into a lease agreement with the
Debtor on Oct. 1, 2003, pursuant to which Smith & Wade, as
landlord, leased the property to Surtronics, Inc., as tenant.

                       About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


THERMOENEGY CORP: Amends 2013 Form 10-K to Add Part III
-------------------------------------------------------
ThermoEnergy Corporation amended its annual report on Form 10-K,
filed with the U.S. Securities and Exchange Commission on
March 31, 2014, to replace in its entirety the information
provided in Part III of the Original Filing, which was previously
expected to be incorporated by reference to the definitive Proxy
Statement for the Company's 2014 Annual Meeting of Shareholders.
The Amendment No. 1 also corrects a scrivener's error on the cover
page of the Original Filing, by removing the check mark that had
indicated that disclosure of delinquent filers pursuant to Item
405 of Regulation S-K would not be contained in that Proxy
Statement or in any amendment to the Original Filing.  A copy of
the Form 10-K/A is available for free at http://is.gd/4SjGjn

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on July 15, 2013, the Audit Committee of
ThermoEnergy Corporation's Board of Directors voted to dismiss
Grant Thornton LLP as the Company's independent registered public
accounting firm and, on the same day, engaged Moody, Famiglietti &
Andronico, LLP, as the Company's new independent registered public
accounting firm.  The dismissal was not a result of any
disagreement with the former accounting firm.

ThermoEnergy incurred a net loss of $1.61 million on $2.81 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $7.38 million on $6.97 million of revenue in 2012.
The Company's balance sheet at Dec. 31, 2013, shows $4.29 million
in total assets, $9.19 million in total liabilities, $8.97 million
in series C convertible redeemable preferred stock and a $13.86
million total stockholders' deficiency.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 significant
operating losses raise substantial doubt about its ability to
continue as a going concern


THINKFILM LLC: Investor Can't Ditch Aramid Contract Claims
----------------------------------------------------------
Law360 reported that a California judge rejected film investor
David Bergstein's attempt to toss Aramid Entertainment Fund Ltd.'s
breach of contract claims over tens of millions of dollars in
loans it made to Bergstein, saying the claims aren't precluded by
a release agreement between the parties over a different set of
loans.

According to the report, Los Angeles Superior Court Judge Yvette
Palazuelos said she was confirming her tentative ruling to deny
Bergstein's motion for summary judgment on the grounds that
Aramid's claims are barred by issue preclusion, because a federal
bankruptcy court already ruled on the issue of the release
agreement. Judge Palazuelos said the bankruptcy court dismissed
some Aramid claims as barred by the release agreement, but
specifically left out of the breach of contract allegation.

"It seems like the intent of the bankruptcy court was to carve out
the breach of contract claims, so that's the intent of my order,"
she said, the report cited.  "If the bankruptcy judge basically
set it aside and said 'I'm not going to deal with it,' then there
wasn't any actual litigation of the claim or the issue."

The case is part of sprawling litigation that erupted between
Bergstein, Aramid and others over tens of millions of dollars in
loans for films like "Love Ranch" and "Black Water Transit," the
report related. Aramid and Cayman Film Holdings Ltd. filed the
suit in May 2010, claiming Bergstein created numerous film
entities with the intention of defrauding investors.

Bergstein and a number of film entities responded with a cross-
complaint against Aramid and others in October 2010, alleging
Aramid principal David Molner conducted a "multiprong attack" on
him that included recruiting his attorney and using her to provide
information she had learned while representing Bergstein, the
report further related.

The case is Aramid Entertainment BV et al. v. Bontempo Holdings
LLC et al., case number BC437131 in the Superior Court of the
State of California, County of Los Angeles.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TRANS ENERGY: Defaults Under ASD Credit Agreement
-------------------------------------------------
Trans Energy, Inc., notified Chambers Energy Management, LP, that
it was not in compliance with the Collateral Ratio Covenant under
the credit agreement between the Company's subsidiary American
Shale Development, Inc., the lenders and Chambers Energy
Management, LP, as the administrative agent (the "ASD Credit
Agreement").

In addition, the Company has determined that it will not be able
to timely deliver to Chambers financial statements for the year
ended Dec. 31, 2013, for American Shale.  If these defaults under
the ASD Credit Agreement are not waived or otherwise resolved
within the cure periods provided, Chambers will have the right to
accelerate all of the outstanding indebtedness under the ASD
Credit Facility.  If Chambers were to accelerate all of the
obligations outstanding under the ASD Credit Facility, the Company
estimates that it would be required to pay approximately
$94,908,102 to Chambers and the lenders.

The Company is currently in discussions regarding a financing
that, if completed, is intended to refinance its existing debt,
including the ASD Credit Agreement, and to provide funding for an
expansion of the Company's development program.

"While we hope to close the financing as soon as possible,
definitive documentation is subject to negotiation.  Additionally,
we can provide no assurances that we will be able to obtain such
additional capital, that the terms of any such financing will be
acceptable to us or the timing or closing of such financing," the
Company said.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $83.06 million in total
assets, $85.46 million in total liabilities and a $2.40 million
total stockholders' deficit.


TREEHOUSE FOODS: S&P Assigns 'BB' Rating to $1.2BB Loan Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured issue-level ratings and '3' recovery ratings to Oak
Brook, Ill.-based TreeHouse Foods Inc.'s $1.2 billion unsecured
credit facility consisting of a $900 million unsecured revolving
credit facility due 2019 and a $300 million term loan due 2021.
The '3' recovery ratings reflect S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.  Proceeds
along with a draw on the new revolving credit facility were used
to repay the company's outstanding revolver balances under its
prior $750 million unsecured revolving credit facility (unrated).
We expect the company will use the new revolving credit facility
to fund working capital needs and acquisitions.

The ratings on TreeHouse Foods Inc. reflect S&P's assessment of
the company's "fair" business risk profile and "significant"
financial risk profile.  Key credit factors considered include the
company's continued growth as one of the largest manufacturers of
private-label products, proven innovation and manufacturing
capabilities, and stable profitability, despite exposure to
commodity cost volatility.  S&P expects the company will maintain
credit protection measures within its "significant" core
indicative ratio ranges, with leverage in the 3x to 4x area and
funds from operations to total debt above 20%.

Ratings List

TreeHouse Foods Inc.
Corporate Credit Rating                            BB/Stable/--

New Rating

TreeHouse Foods Inc.
$900 mil unsec revolving credit facility due 2019  BB
  Recovery Rating                                   3
$300 mil term loan due 2021                        BB
  Recovery Ratings                                  3


TRUE RELIGION: S&P Lowers CCR to 'B-' On Weak Performance
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Vernon, Calif.-based True Religion Apparel Inc. to 'B-'
from 'B'.  The outlook is stable.  At the same time, S&P lowered
its issue-level rating on the company's first-lien term loan to
'B-' from 'B', with a '3' recovery rating.  S&P' also lowered its
issue-level rating on the company's second-lien term loan to 'CCC'
from 'CCC+', with a '6' recovery rating.

"The downgrade reflects our expectation that sales and earnings
trends will continue to be weak in fiscal 2014," said credit
analyst Helena Song.  "We believe the specialty apparel industry
will remain difficult and highly promotional because of
competition and consumer caution and that True Religion may not be
able to adequately offset these trends.  The company's credit
measures have weakened in recent quarters and we believe they will
further deteriorate in the next 12 months."

The stable outlook reflects S&P's expectation that despite some
further weakening in operating performance and credit metrics in
2014, the company will continue to generate moderate free
operating cash flow and liquidity will remain "adequate".  S&P
also expects credit metrics will remain in line with a "highly
leveraged" financial risk profile.

Downside scenario

S&P could lower the ratings if weaker-than-expected performance,
because of highly promotional activities or strategic failures
under new management, result in negative free operating cash flow
and a redcution the company's liquidity.  This could occur, for
example, if fashion missteps coupled with highly promotional
environment result in flat revenue and a margin contraction of 550
bps.

Upside scenario

On the other hand, S&P would raise the ratings if the company
improves its operations with positive comparable-store sales and
improved credit metrics, including debt to EBITDA of about 5x on a
sustained basis, and the trend is supported by the company's
financial policy.  This could happen if the company expands its
EBITDA by 15% and reduces debt by about $30 million.


US AIRWAYS: Pilots Ask High Court To Review ERISA Appeal
--------------------------------------------------------
Law360 reported that a group of former U.S. Airways pilots told
the U.S. Supreme Court that the D.C. Circuit wrongly ruled against
them in a dispute over the Pension Benefit Guaranty Corp., which
allegedly illegally cut their benefits short when it went bankrupt
in 2002.

According to the report, the approximately 1,700 retired pilots
alleged that when PBGC assumed responsibility for the US Airways
retirement plan at issue, it had the duty as a guarantor to make
the payments due under the plan, but that it instead acted in its
own self-interest by paying itself with funds intended for the
retirees.

The PBGC was created by the Employee Retirement Income Security
Act of 1974 as an "insurer of last resort" for retirees whose
pension plans face distress, but has since evolved into a "much
different entity" that runs an "elaborate, time-consuming
administrative apparatus" intended to prevent unsophisticated
pensioners from getting their money, the pilots said, the report
related.

"The PBGC, once it became the trustee of the petitioners' plan,
took more than five years to resolve their claims to the plan's
assets, during which time many of those aggrieved died or
otherwise might have been inclined to give up," the pilots'
petition for writ of certiorari says, the report further related.

The dispute dates back to 2003, when PBGC began making payments to
the pilots after the US Airways retirement plan had been
terminated, the report added.

                        About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date.


VICTORY ENERGY: Intends to Acquire Fairway Project for $6-Mil.
--------------------------------------------------------------
Victory Energy Corporation has agreed to purchase a 10 percent
non-operated Working Interest ownership of "The Fairway Prospect"
from a wholly-owned subsidiary of Target Energy Limited for a
total cash consideration of approximately $6 million.

The sale is subject to the prior approval of the holders of
Target's 2014 Convertible Notes and to the completion of due
diligence and of a Sale & Purchase Agreement to the satisfaction
of both parties.  The deal is expected to close on or before
June 5, 2014, with an effective date of May 1, 2014.  Target will
remain as the largest interest?holder in the project, retaining a
50 percent Working Interest in all leases other than Wagga Wagga
(35 percent WI).

"We are extremely excited to be working with Target Energy and the
world class operator that has developed this property to date,"
said Kenny Hill, Victory's CEO.  "The completion of this
acquisition will add nine producing wells to the portfolio and
enough undeveloped acreage to drill for at least three years.  Net
new production to the company interest is approximately 64 BOE/PD,
more than doubling the current 61 BOE/PD of the company.
Production is occurring from the Wolfberry and the highly sought
after Fusselman formations.  Eight additional development wells a
currently scheduled in the 2014 development plan on approximately
4,560 gross acres in our growing portfolio of Permian Basin
assets.  The acquisition is strongly in line with our focus on
creating shareholder value by rapidly growing unconventional oil,
and liquids-rich natural gas reserves on existing properties and
through the acquisition of new resource properties."

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $2.47 million
in total assets, $628,127 in total liabilities and $1.84 million
in total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, 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 experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


VIGGLE INC: Closes $35 Million Public Offering of Common Stock
--------------------------------------------------------------
Viggle Inc. closed an underwritten public offering of 4,375,000
shares of its common stock at a price to the public of $8.00 per
share, raising gross proceeds of $35 million.  The shares are
listed on the NASDAQ Capital Market under the ticker symbol
"VGGL".  Viggle has granted the underwriters a 45-day option to
purchase up to 656,250 additional shares at the public offering
price less the underwriting discount to cover over-allotments, if
any.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc., acted as sole book-running manager and
Roth Capital Partners acted as joint book-runner in connection
with the offering.

The offering was made pursuant to a registration statement
previously filed with the Securities and Exchange Commission which
became effective on April 24, 2014.

                           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.


VISION INDUSTRIES: Acting Chief Financial Officer Quits
-------------------------------------------------------
David Moreno tendered his resignation as acting chief financial
officer of Vision Industries Corp. on April 24, 2014.

Mr. Moreno's resignation is not the result of any disagreement
with the Company regarding the operations, policies or practices.

The Company has not made a decision for a replacement CFO at this
time but has begun pursuing candidates for the vacant position.

                      About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

The Company's balance sheet at Sept. 30, 2013, showed $1.06
million in total assets, $2.89 million in total liabilities, and
stockholders' deficit of $1.83 million.  Vision Industries
reported a net loss of $5.28 million on $26,545 of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$6.44 million on $764,157 of total revenue for the year ended
Dec. 31, 2011.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's cash and available credit are
not sufficient to support its operations for the next year.
Accordingly, management needs to seek additional financing that
raises substantial doubt about its ability to continue as a going
concern.


VYCOR MEDICAL: Completes Offering of $929,860 in Units
------------------------------------------------------
Vycor Medical, Inc., completed the sale of $929,860 in units
comprising common stock and warrants to accredited investors.  The
Units were issued pursuant to the terms of separate Stock Purchase
Agreements between the Company and each of the Investors.  This
sale is the final closing of an offering, resulting in total gross
proceeds of $5,000,000.  The Offering initially had a maximum of
$3,000,000 but the Company and the Placement Agent exercised their
option to increase the size of the Offering to a maximum of
$5,000,000 to accommodate investor demand.

Each Unit was priced at $1.80 and comprised one share of Common
Stock, a Series A Warrant to purchase 0.5 shares of Common Stock
at $2.05 per share and a Series B Warrant to purchase 0.5 shares
of Common Stock at $3.08 per share, both exercisable for a period
of three years.  A total of 2,777,808 shares of Common Stock and
Warrants to purchase 2,777,838 shares of the Company's Common
Stock were issued to Investors in the Offering.

Fountainhead Capital Partners Limited, the Company's largest
shareholder with approximately 41 percent of the Common Stock
following the Offering, additionally converted a total of
$1,426,542 of accrued consulting fees into an investment in Units
under the Offering.

Peter Zachariou, chief executive officer of Vycor, commented: "We
are delighted to have accomplished this significant milestone,
Vycor's largest fundraising to date.  The Company is now well
placed to execute on its clearly articulated strategic plan for
both divisions.  Vycor Medical's plan centers around: increasing
U.S. market penetration; provision of more clinical and scientific
data; international market growth; and new product development, in
particular two smaller VBAS models to facilitate endoscopic
ventricular procedures, and a suite of image-guided system fully
compatible VBAS devices.  NovaVision's strategy is centered around
enabling penetration of the business's very significant target
market, by: reducing cost and achieve greater scalability by re-
engineering the delivery mechanism and business processing of its
VRT therapy; introducing a new therapy module, NeuroEyeCoach, into
the patient's overall visual therapy rehabilitation regime; and
rolling out a VRT diagnostic licensing model with rehabilitation
centers."

Garden State Securities, Inc. (FINRA member) acted as the sole
exclusive placement agent for the Offering.

Additional information is available for free at:

                        http://is.gd/pAA4rW

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical reported a net loss of $2.47 million on $1.08
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $2.93 million on $1.20 million of revenue for
the year ended Dec. 31, 2012.  The Company's balance sheet at
Dec. 31, 2013, shows $2.11 million in total assets, $5.43 million
in total liabilities, all current, and a $3.31 million total
stockholders' deficiency.

Paritz & Company, P.A., did not issue a "going concern"
qualification in their report on the consolidated financial
statements for the year ended Dec. 31, 2013.  Paritz & Company
previously expressed substantial doubt about the Company's ability
to continue as a going concern following the 2012 financial
results.  The independent auditors noted that the Company has
incurred a loss since inception, has a net accumulated deficit and
may be unable to raise further equity which factors raise
substantial doubt about its ability to continue as a going
concern.


WAVE SYSTEMS: Reduces Q1 Net Loss to $3.3 Million
-------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.29 million on $5.33 million of total net revenues for the
three months ended March 31, 2014, as compared with a net loss of
$10.21 million on $5.79 million of total net revenues for the same
period last year.

As of March 31, 2014, the Company had $12.53 million in total
assets, $19.07 million in total liabilities and a $6.53 million
total stockholders' deficit.

"The first quarter of 2014 saw modest but welcome increases in
software license billings and revenues over Q1 2013.  Combined
with significant reductions in our operating expenses from a year
ago, the execution of multiple new licensing and marketing
agreements with partners that are leading to new revenue streams
and the replacement of several key members of the Wave management
team, Wave is now showing visible signs of progress in
implementing our strategic transition plan.  As I said during our
last quarterly call, our objectives won't be accomplished in a
single quarter or two -- this will be a longer-term proposition --
but I believe we are on track to achieve our goals," said Wave CEO
Bill Solms.

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

                        http://is.gd/3qVhhF

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $20.32 million in 2013, a net
loss of $33.96 million in 2012 and a net loss of $10.79 million in
2011.

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WM SIX FORKS: Asks Court for Final Decree Closing Case
------------------------------------------------------
On February 15, 2013, the Bankruptcy Court confirmed WM Six Forks,
LLC's plan of liquidation dated December 10, 2012, as amended on
February 5, 2013.

Vicki L. Parrott, Esq., at Northern Blue LLP, in Chapel Hill,
North Carolina, relates that the plan has been fully consummated
and that no other matters in the case remain for consideration or
disposition by the Court.

Ms. Parrott adds that WM Six Forks has filed its final report and
has disbursed funds in full satisfaction of all allowed claims as
required by the terms of the plan.

Accordingly, WM Six Forks asks the Court to enter a final decree
closing its Chapter 11 case.

                       About WM Six Forks

WM Six Forks LLC was the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.  The
luxury apartment project was sold to secured lender Lenox Mortgage
XVII LLC in exchange for $37.1 million in mortgage debt.  There
were no acceptable competing bids, so the auction was canceled.

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


WORLDCOM INC: Verizon Urges High Court To Review IRS' Claim
-----------------------------------------------------------
Law360 reported that a Verizon Communications Inc. unit has asked
the U.S. Supreme Court to review an Internal Revenue Service claim
for millions in excise taxes filed against against WorldCom Inc.'s
bankruptcy estate, arguing the claim defied both legal and IRS
precedent.

According to the report, Verizon Business Global LLC, the
successor-in-interest to MCI Inc., itself the successor to
WorldCom, argued in a petition filed April 18 that the Second
Circuit's decision to uphold an IRS claim for $26 million in
excise taxes and interest on WorldCom's central office-based
remote access, or COBRA, dial-up Internet service as a "local
telephone service" was contrary to Federal Circuit precedent and
the underlying principles of tax law.

"In rejecting the Federal Circuit's rule -- which is the same rule
the IRS itself had long applied -- the Second Circuit adopted a
rule that conflicts with core principles of tax law that tax
liability follows from what the taxpayer actually did, not from
what the taxpayer might have done," Verizon said, the report
related.

To access the Internet through the now-obsolete COBRA, a
subscriber's modem would call the COBRA access number over their
telephone line, the report further related.  Local exchange
carriers, receiving those data calls, would route them to WorldCom
and its subsidiaries via dedicated lines, and the aggregated data
stream would be routed to and from the Internet by WorldCom, via
an Internet service provider.

This fits within the Federal Circuit rule, which holds that a
service purchased for data transmission is only liable for the
local phone excise if it can also be used to complete voice calls,
the historical position the IRS had also previously taken,
according to the petition, the report added.

The case is WorldCom Inc. v. IRS, case number 13-1269, in the U.S.
Supreme Court.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


* Ga. Justices Urged to Say Bank Dirs. Can Be Personally Liable
---------------------------------------------------------------
R. Robin McDonald, writing for American Lawyer, reported that the
Supreme Court of Georgia is considering whether a Georgia law
protects the corporate officers and former executives of a
Buckhead bank that failed under their watch from personal
liability for the bank's losses even if they neglected their
corporate duties.

According to the report, the justices heard oral arguments because
U.S. District Judge Thomas Thrash sought their interpretation of
the state's business judgment rule and how it may apply to bank
directors and officers in a suit brought by the FDIC against them.

The business judgment rule, in general, protects company officers
from liability when they make "good faith business decisions in an
informed and deliberate manner," the report explained, citing a
2009 ruling by the Georgia Court of Appeals (Brock Built v. Blake,
300 Ga. App. 816). The presumption behind the rule, according to
the appeals court, is that a company's corporate officers have
acted on an informed basis, in good faith, and with the belief
that any actions they took were in the best interests of the
company. As a result, they can't be held personally liable for
managerial decisions that turned out badly, caused harm or led to
a company's collapse, and the state courts shouldn't second-guess
those decisions.

The report further related that Judge Thrash certified this
question to the state Supreme Court: "Does the business judgment
rule in Georgia preclude as a matter of law a claim for ordinary
negligence against the officers and directors of a bank in a
lawsuit brought by the FDIC as receiver for the bank?" The judge
said he had been unable to find any clear precedent set by the
Georgia high court that the rule applies to bank officers and
directors, whose conduct is governed by separate state statutes.

During oral arguments, J. Scott Watson of the FDIC in Washington
urged the high court to answer Thrash with a resounding no, "and
decline an invitation to create a rule to let bankers be less
accountable," the report said.


* Judges Consider What Defines Insider Trading
----------------------------------------------
Christopher M. Matthews, writing for The Wall Street Journal,
reported that federal prosecutors were peppered with tough
questions on the legal underpinnings of their near-perfect record
in insider-trading cases, raising the prospect that some
convictions could be overturned.

According to the report, in an hour-long hearing in Manhattan,
judges of the U.S. Court of Appeals for the Second Circuit
signaled that federal prosecutors may have taken too broad a view
of insider trading, saying Wall Street needs more of a "bright
line" about what constitutes a crime.

At issue is whether a trader, to be guilty of insider trading,
must have known a tip was illegally disclosed in exchange for a
reward, the report related.  Prosecutors have argued they need
only show that people who used insider information knew it had
been disclosed in breach of a fiduciary duty.

The comments, during an appeal brought by two former hedge-fund
managers, raised the first doubts about what has been a high-
profile and otherwise highly successful campaign by prosecutors to
deal with misdeeds in the stock markets, the report further
related.

A successful appeal wouldn't affect most of the 80 convictions or
guilty pleas for insider trading won by Manhattan federal
prosecutors over the past five years, the report said.  But it
would narrow the definition of what constitutes insider trading
and give defense lawyers new ammunition to try to overturn a
handful of marquee convictions.


* Chartis Can't Dodge Suit Over Losses on $103M Hotel Loan
----------------------------------------------------------
Law360 reported that a New York judge refused to dismiss a suit
accusing Chartis Specialty Insurance Co. of failing to cover an
investment firm for losses from a $103 million loan to a Mexican
hotel venture that went belly-up, saying she suspects the Mexican
borrowers are shielding themselves through a sham bankruptcy
proceeding.

According to the report, in a brief order, Judge Shirley Werner
Kornreich denied the insurer's renewed motion to dismiss CT
Investment Management Co. LLC's suit -- which alleges that Chartis
did not honor a political risk policy.


* Pacific Oil Gets Approval for 67 Oil Well Acquisition
-------------------------------------------------------
Pacific Oil Company on May 12 disclosed that its bid to purchase
67 wells located on 9 properties has received approval from Court
of Queen's Bench.  This approval was required as the assets are
being purchased out of bankruptcy at a significant discount to
market.

Ed Loven, Vice president of Pacific Oil, said, "The court's
decision to allow this purchase to take place is great news for
our company.  The path is now clear for the deal to be completed
which in turn will immediately increase our company's overall
value by adding to our portfolio significant assets, production
and revenue.  As previously stated we plan on working the projects
in close proximity to existing assets and divesting for profit
those assets that would be more valuable to other companies."

Now that this final regulatory hurdle has been met, Pacific Oil is
in a position to close the transaction this week.  A press release
will be issued once this is complete.

                    About Pacific Oil Company

A Nevada based corporation, Pacific Oil Company is a dynamic
junior energy company with both established assets and production
within the energy rich province of Saskatchewan Canada.


* Senators Delay Action on Fannie Mae Amid Democrats' Rift
----------------------------------------------------------
Cheyenne Hopkins and Clea Benson, writing for Bloomberg News,
reported that prospects for a bipartisan housing-finance overhaul
dimmed as Democrats on a U.S. Senate panel struggled to reach
consensus on how to replace Fannie Mae and Freddie Mac.

According to the report, after a year of delicate bipartisan
negotiations on a bill, Democrats on the 22-member Senate Banking
Committee remained divided on issues including lending in
disadvantaged communities, big-bank dominance of the mortgage
market and the powers of a new regulator.

Senator Tim Johnson, the South Dakota Democrat who leads the
committee, and Senator Mike Crapo of Idaho, the top Republican,
postponed a vote on the housing measure after negotiating its
provisions, the report related.  A lobbying visit to the Senate
floor by U.S. Housing and Urban Development Secretary Shaun
Donovan also failed to produce more commitments from the panel's
six undecided Democrats.

"If we don't get this right, we'll create major disturbances in
the housing market which will have a profound impact on families,
on homeownership and certainly on our national economy," Oregon
Democrat Jeff Merkley, who is among the undecided, said in an
interview, the report further related.  Merkley described himself
as "still in negotiations" with the bill's sponsors.

The delay is a "bad sign" for enacting a housing-finance overhaul
while President Barack Obama is in the White House, the report
cited Tim Rood, chairman of Washington-based housing-policy
consulting firm Collingwood Group LLC, as saying.


* Stress Tests Forecast $190B in Losses at Fannie Mae, Freddie Mac
------------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
Fannie Mae and Freddie Mac could require another $190 billion in
government support under a worst-case economic scenario, according
to stress test results made public by the firms' federal
regulator.

According to the report, the stress tests, mandated by the Dodd-
Frank financial-regulatory overhaul, are designed to forecast
potential losses in a "severely adverse" economic environment. The
projections released by the Federal Housing Finance Agency "are
not expected outcomes," the regulator said in its report.

The stress tests are designed to be similar to those conducted by
the Federal Reserve to measure the capital adequacy of large banks
and insurance companies, the report noted.

Fannie and Freddie were seized by the U.S. government in 2008
through a legal process known as conservatorship as losses
threatened to wipe out thin capital reserves, the report related.
The Treasury agreed to inject vast sums of aid to keep the
companies afloat, and it ultimately provided $188 billion in
infusions. The rebound in home prices since 2012 has boosted the
fortunes of the companies, which have returned $203 billion to the
Treasury in the form of dividend payments.

Under their existing contracts with the government, Fannie and
Freddie aren't allowed to retain most of their earnings, which are
instead sent to the Treasury, the report further related.  While
those arrangements have helped the companies to make taxpayers
whole on their 2008 bailouts, they also prevent the companies from
having any further buffer against losses.


* Two Giant Banks, Seen as Immune, Become Targets
-------------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for The New York
Times' DealBook, reported that federal prosecutors are nearing
criminal charges against some of the world's biggest banks,
according to lawyers briefed on the matter, a development that
could produce the first guilty plea from a major bank in more than
two decades.

According to the report, in doing so, prosecutors are confronting
the popular belief that Wall Street institutions have grown so
important to the economy that they cannot be charged. A lack of
criminal prosecutions of banks and their leaders fueled a public
outcry over the perception that Wall Street giants are "too big to
jail."

Addressing those concerns, prosecutors in Washington and New York
have met with regulators about how to criminally punish banks
without putting them out of business and damaging the economy,
interviews with lawyers and records reviewed by The New York Times
show.

The new strategy underpins the decision to seek guilty pleas in
two of the most advanced investigations: one into Credit Suisse
for offering tax shelters to Americans, and the other against
France's largest bank, BNP Paribas, over doing business with
countries like Sudan that the United States has blacklisted, the
report related.  The approach applies to American banks, though
those investigations are at an earlier stage.

In the talks with BNP, which has a huge investment bank in New
York, prosecutors in Manhattan and Washington have outlined plans
to extract a criminal guilty plea from the bank's parent company,
according to the lawyers, who were not authorized to speak
publicly, the report further related.  If BNP is unable to
negotiate a lesser punishment -- the bank has enlisted the support
of high-ranking French officials to pressure prosecutors -- the
case could counter congressional criticism that arose after the
British bank HSBC escaped similar charges two years ago.


* U.S. Wins $1.2-Mil. Penalty Against Bank for Aiding Payday Loans
------------------------------------------------------------------
Reuters reported that a U.S. court ordered North Carolina's Four
Oaks Bank to pay a penalty of $1.2 million over claims it failed
to protect consumers' bank accounts in a win for federal
prosecutors investigating banks doing business with payday
lenders.

According to the report, the civil penalty was the result of a
complaint filed in January in U.S. District Court in eastern North
Carolina that said the bank had been "deliberately ignorant" when
dealing with merchants who were defrauding customers.

A settlement, including the payment, was proposed when the
complaint was filed, the report related.  The bank said in a
statement in January that as part of the deal it did not admit to
the allegations or to any liability.

In their complaint, U.S. prosecutors alleged Four Oaks Bank
allowed a privately owned third-party payment processor in Texas
to illegally process around $2.4 billion in return for more than
$850,000 in fees, the report further related.

Almost all of the Texas processor's business was with Internet
payday lenders, the complaint said, the report added.  The payday
lenders offer fast cash on the web -- usually a few hundred
dollars -- at often exorbitant interest rates that can range from
400 percent to 1,800 percent or more, it said.


* Global And Domestic Hurdles May Rattle Auto Parts Sector
----------------------------------------------------------
Law360 reported that auto parts maker bankruptcies have largely
dwindled since the 2009 industry crisis, but experts say that
growing global competition and long-standing pension obligations
could lead to a shake-up in the parts manufacturing sector.

According to the report, analyst reports indicate that the auto
parts sector will experience a revenue boost annually over the
next few years and that there's little chance of a repeat crisis
on the scale of five years ago. Still, experts say more
consolidation and restructuring among auto parts makers could be
coming because of international competition.


* Jobless Claims Rise More Than Forecast in Easter Holiday Week
---------------------------------------------------------------
Jonathan House, writing for The Wall Street Journal, reported that
the number of Americans filing new claims for unemployment
benefits rose in the Easter holiday week, though distortions
caused by the Easter holidays makes the underlying trend hard to
read.

According to the report, citing the Labor Department, initial
claims for jobless benefits, a measure of layoffs, rose 14,000 to
a seasonally adjusted 344,000 in the week ended April 26.  That
was more than the 320,000 new claims forecast by economists
surveyed by the Journal and brought them to their highest level
since late February.

A Labor Department analyst said the shifting date of Easter makes
seasonal adjustments difficult around this time of year and many
economists said they believed the underlying fundamentals of the
labor market likely continued to improve as the impact of
unusually harsh winter weather recedes, the report related.

"Easter adjustment [is] likely responsible for [the] rotten egg in
improving jobless claims trend," said Bricklin Dwyer, economist at
BNP Paribas, the report further related.

The four-week moving average of claims, which smooths out weekly
fluctuations, ticked up 3,000 to 320,000, though it remained close
to seven-year lows, the report added.  "This latest figure is
still one of the more favorable readings reported during this
expansion so far," said Daniel Silver, economist at J.P. Morgan
Chase.


* Ratings Firms Ride Bond Resurgence
------------------------------------
Timothy W. Martin, writing for The Wall Street Journal, reported
that six years after getting a failing grade for their role in the
financial crisis, credit-rating firms are at the top of the class.

According to the report, riding a global bond boom, the two
biggest U.S. firms, Standard & Poor's Ratings Services and Moody's
Investors Service, in April posted record first-quarter profits.
Fitch Ratings said in its annual filing this month that 2013 was
"one of its best years ever."

Beyond the spike in bond deals, the resurgence is due largely to
the absence of major changes to the industry since the crisis: The
business model, in which debt issuers pay for ratings, remains in
place; regulations proposed years ago are yet to be implemented;
and new competitors have gotten little more than a toehold, the
Journal related.

This is despite heated rhetoric from regulators and legislators in
the wake of the crisis, in which they castigated the firms for
giving elevated ratings to mortgage-related bonds that later
soured, the Journal further related.  The industry's ability to
escape relatively unscathed is in contrast to others, most notably
big Wall Street banks, that have been the target of a wave of
regulation designed to change behavior that contributed to the
meltdown.

"There was a lot of talk, but there wasn't a lot of action," said
Marc Joffe, a former senior director at Moody's and now principal
consultant at Public Sector Credit Solutions in Walnut Creek,
Calif., who has been critical over the lack of major changes to
the ratings world, the report added.


* Scott Rose Joins Parker Ibrahim as Securities Litigation Chair
----------------------------------------------------------------
Parker Ibrahim & Berg LLC on May 12 disclosed that Scott S. Rose,
formerly a partner at Willkie Farr & Gallagher LLP, a top tier
international law firm in New York City, has joined the firm as a
partner and Chair of the firm's Complex Commercial and Securities
Litigation practice group.

The addition of Mr. Rose continues the rapid expansion of the New
Jersey-based firm that was founded three years ago.  "While I will
miss my longtime friends and colleagues at Willkie, I am excited
to join a thriving firm with a solid infrastructure that continues
to grow each day," said Mr. Rose.  "The real key is that most of
the lawyers at the firm are from national firms and have in-house
counsel experience, which provides me with a deep and
sophisticated bench to service our clients.  I share the vision of
my partners in growing a best in class, national complex
commercial and securities litigation practice at Parker Ibrahim &
Berg."

"Having Scott on board is a game changer for us," said Sanjay
Ibrahim, the firm's managing partner.  "His talent and experience
further enhance our mission to deliver outstanding service in a
broad array of sophisticated litigation.  We targeted Scott not
just for his leadership qualities, but also because Scott's
personality is a great fit with our firm's culture.  We are well
aware of Willkie's collegial atmosphere and the type of attorney
they look for, which mirrors what we look for in a top-notch
attorney.  Scott is a natural fit for us, and we are all thrilled
to call him our colleague and partner."

Mr. Rose specializes in complex commercial litigation, securities
litigation, SEC and other governmental and regulatory
investigations, accounting irregularities, internal
investigations, and employment litigation and counseling. He has
extensive experience representing public and private companies,
officers and directors, hedge funds, and accounting firms in
federal, state, and bankruptcy courts throughout the United
States.  Mr. Rose has represented clients in various industries,
including financial services, health care, insurance and
reinsurance, media and entertainment, manufacturing, and real
estate.  He has earned the honor and distinction of being listed
as a "Rising Star in Business Litigation" in New York Super
Lawyers?Metro Edition on multiple occasions.

While at Willkie, where Mr. Rose spent 17 years, he was a member
of the Litigation department and the Securities Litigation and
Enforcement practice group.  He previously served as a law clerk
for the Honorable Frederic Block in the United States District
Court for the Eastern District of New York.  Mr. Rose received his
J.D. from Cornell Law School, magna cum laude, where he was
selected to the Order of the Coif and was Senior Notes Editor of
the Cornell Law Review.  He received his B.A. from Bates College
in Lewiston, Maine.

                 About Parker Ibrahim & Berg LLC

Parker Ibrahim & Berg LLC is a multi-service law firm that focuses
on litigation, arbitration and the full range of enforcement,
transactional and regulatory issues confronting businesses
nationwide.  The firm represents a wide array of corporate
clients, including Fortune 500 companies, national banks,
retailers, reinsurers, mortgage lenders, and financial services
companies.  Its practice areas include mortgage banking,
bankruptcy, commercial litigation, securities litigation,
employment litigation and counseling, reinsurance/insurance,
regulatory consulting, regulatory enforcement, consumer finance,
fair lending, and corporate transactional matters.  Based in
Somerset, New Jersey, the firm also has offices in New York City
and Philadelphia.  The firm has more than thirty attorneys, and
was ranked by the New Jersey Law Journal among the top five large
New Jersey law firms in terms of hiring in 2012 and 2013.  In
March 2014, the firm was named one of the 2014 Best Places to Work
in New Jerseyby NJBIZ, New Jersey's only statewide business
journal.



                             *********

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.
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                  *** End of Transmission ***