TCR_Public/140521.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 21, 2014, Vol. 18, No. 139

                            Headlines

90 RIVER STREET: Case Summary & 4 Largest Unsecured Creditors
AAA QUALITY CARS: Case Summary & 17 Largest Unsecured Creditors
ADVANCED MICRO: S&P Revises Outlook to Positive & Affirms 'B' CCR
AGFEED USA: Files Amended Liquidating Plan Disclosures
ALION SCIENCE: Commences Exchange Offer, Consent Solicitation

ALLIED IRISH: Issues 2.2 Billion Ordinary Shares to NPRFC
ALLIED SYSTEMS: Linden Lease Settlement Approved
AMERICAN NATURAL: Incurs $3.1 Million Net Loss in 2013
APOLLO MEDICAL: BDO USA Replaces Kabani as Accountants
APTALIS PHARMA: S&P Withdraws 'B+' CCR Following Acquisition Deal

ARKANOVA ENERGY: Reports $791,000 Net Loss in March 31 Quarter
ASSURED PHARMACY: Incurs $787,000 Net Loss in First Quarter
ATLANTIC COAST: Files Form 10-Q, Posts $206,000 Net Income in Q1
AURORA DIAGNOSTICS: Reports $6.5 Million Net Loss in Q1
AXION INTERNATIONAL: Posts $3.2 Million Net Income in Q1

B&G FOODS: S&P Affirms 'BB-' CCR & Rates $800MM Facilities 'BB+'
BERRY PLASTICS: Closes Offering, Receives Tender Offer Consents
BG MEDICINE: Incurs $2.2 Million Net Loss in First Quarter
BIOFUELS POWER: Incurs $182,000 Net Loss in First Quarter
BLUE BIRD: Moody's Rates $300MM 1st Lien Secured Debt 'B2'

BOOMERANG SYSTEMS: Posts $7.1-Mil. Net Income in March 31 Quarter
BROADWAY FINANCIAL: Earns $989,000 in First Quarter
BROOKSTONE HOLDINGS: Creditors to Start Voting on Plan
BROWNIE'S MARINE: Incurs $38,000 Net Loss in First Quarter
C-1 HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative

CATASYS INC: Posts $2.1 Million Net Income in First Quarter
CENTRAL ENERGY: Incurs $312,000 Net Loss in First Quarter
CHINA SHIANYUN: Incurs $710,000 Net Loss in First Quarter
COMMUNICATION INTELLIGENCE: Incurs $2 Million Net Loss in Q1
COMMSCOPE INC: S&P Assigns 'B+' Rating to $550MM 7-Yr. Sr. Notes

COMPETITIVE TECHNOLOGIES: Incurs $726,000 Net Loss in 1st Quarter
COMSTOCK MINING: Completes $11.9 Million Public Offering
CYCLONE POWER: Delays First Quarter Form 10-Q for Review
DDR CORP: Fitch Affirms 'BB' Rating on $350MM Preferred Stock
DOTS LLC: Exclusive Plan Filing Period Extended to Sept. 17

DR. TATTOFF: Incurs $1.4 Million Net Loss in First Quarter
ECO BUILDING: Delays Form 10-Q for First Quarter
ENDEAVOUR INTERNATIONAL: Stockholder Files Suit vs. Talisman
ENTRAVISION COMMUNICATIONS: S&P Revises Outlook & Affirms 'B+' CCR
EPAZZ INC: Delays First Quarter Form 10-Q

EVERYWARE GLOBAL: Moody's Cuts Corp. Family Rating to 'Caa1'
FANNIE MAE: FHFA Releases 2014 Corporate Performance Goals
FOREVERGREEN WORLDWIDE: Posts $181,000 Net Income in Q1
FUEL PERFORMANCE: Incurs $1.4 Million Net Loss in 2013
FUSION TELECOMMUNICATIONS: Posts $1 Million Net Income in Q1

FOUNDATION HEALTHCARE: Five Directors Elected at Annual Meeting
GENCO SHIPPING: Hires Kramer Levin as Counsel
GENCO SHIPPING: Taps Blackstone as Financial Advisor
GENCO SHIPPING: Wants to Hire GCG Inc as Administrative Agent
GENCO SHIPPING: Hires Curtis Mallet-Prevost as Conflicts Counsel

GENERAL MOTORS: To Recall Another 2.4 Million Vehicles
GLOBAL GEOPHYSICAL: Panel Hires Greenberg Traurig as Counsel
GLYECO INC: Incurs $3.4 Million Net Loss in First Quarter
GLYECO INC: Revenues Increased 34% Year-Over-Year
GREENBRIER COS: S&P Raises CCR to 'BB-'; Outlook Stable

GREEN EARTH: Incurs $5.5 Million Net Loss in March 31 Quarter
GREYSTONE LOGISTICS: William Pritchard Holds 6.8% Equity Stake
GSE ENVIRONMENTAL: U.S. Trustee Appoints 3-Member Creditors' Panel
GUIDED THERAPEUTICS: Incurs $1.6 Million Net Loss in 1st Quarter
HALLWOOD GROUP: Incurs $4.8 Million Net Loss in First Quarter

HARVEST MONROVIA: Voluntary Chapter 11 Case Summary
HILLMAN GROUP: Hillman Acquisition No Impact on Moody's B2 CFR
HOLLAND HOME: Fitch Affirms BB+ Rating on Kentwood Revenue Bonds
HOSTESS BRANDS: Rejects Contracts Not Part of Wind-Down Plan
ICTS INTERNATIONAL: Incurs $3.4 Million Net Loss in 2013

IKANOS COMMUNICATIONS: Has $10.3-Mil. Loss for Q1 Ended Mar. 30
IMPLANT SCIENCES: Incurs $4.9 Million Net Loss in March 31 Qtr.
INTERNATIONAL LEASE: S&P Lowers Unsecured Debt Rating to 'BB+'
IRONSTONE GROUP: Shea Ventures Exercises 187,296 Shares Warrant
IZEA INC: Incurs $569,000 Net Loss in First Quarter

J.C. PENNEY: Secures Commitment for $2.35 Billion Credit Facility
J.C. PENNEY: Fitch Affirms 'CCC' Issuer Default Ratings
JAMES RIVER: Court Okays KPMG LLP as Auditor
JAMES RIVER: Court Approves Deutsche Bank as Investment Banker
LATTICE INC: Incurs $477,000 Net Loss in First Quarter

LEO MOTORS: Incurs $1.3 Million Net Loss in First Quarter
LIQUIDNET HOLDINGS: S&P Assigns 'B' Rating to $175MM 1st Lien Loan
LIVE NATION: Moody's Rates New $250MM Sr. Unsecured Notes 'B3'
LONG BEACH MEDICAL: Court Okays DTBA as Panel's Financial Advisor
MARINA BIOTECH: Wolf & Company Replaces KPMG LLP as Accountants

MARTIFER SOLAR: Hires Foley & Lardner as Special Counsel
MEDEXPRESS AMBULANCE: Case Summary & 20 Top Unsecured Creditors
MEDICAL ALARM: Files Form 10-Q for Q4 of 2012
MILESTONE SCIENTIFIC: Posts $195,000 Net Income in 1st Quarter
MJC AMERICA: Can Enter Into Insurance Premium Financing Agreement

MJC AMERICA: Court Approves Hiring of Winston & Strawn as Counsel
MMRGLOBAL INC: Reports $1.6 Million Net Loss in First Quarter
MOBILESMITH INC: Incurs $1.6 Million Net Loss in First Quarter
MOMENTIVE PERFORMANCE: Moody's Rates $300MM Term Loan 'Ba3'
MOMENTIVE SPECIALTY: Incurs $27 Million Net Loss in 1st Quarter

MOUNTAIN PROVINCE: Files Gahcho Kue Project Feasibility Report
MONARCH COMMUNITY: Files Form 10-Q, Posts $17,000 Income in Q1
NETWORK CN: Had $1.5 Million Net Loss in First Quarter
OAK VALLEY HOSP: S&P Lowers $17.460MM Revenue Bonds Rating to 'BB'
OSAGE EXPLORATION: Incurs $935,000 Net Loss in First Quarter

OXYSURE SYSTEMS: Incurs $376,000 Net Loss in First Quarter
OTTER PRODUCTS: S&P Affirms 'B+' CCR After Leveraged Dividend
PACIFIC GOLD: Reports $290,000 Net Loss in First Quarter
PGI INCORPORATED: Incurs $1.8 Million Net Loss in First Quarter
PHYSICAL PROPERTY: Had HK$178,000 Net Loss in First Quarter

PRESIDENTIAL REALTY: Incurs $265,000 Net Loss in First Quarter
PRINTPACK HOLDINGS: Moody's Rates 2nd Lien Senior Debt 'Caa1'
QUANTUM FUEL: Incurs $3.2 Million Net Loss in First Quarter
RESPONSE BIOMEDICAL: Incurs C$1.5 Million Net Loss in 1st Qtr.
SAAB CARS: National Electric Vehicle Pulls the Plug on Auto Brand

SANUWAVE HEALTH: Incurs $2.5 Million Net Loss in First Quarter
SB PARTNERS: Reports $284,000 Net Loss in First Quarter
SCIENTIFIC GAMES: Moody's Cuts Corporate Family Rating to 'B1'
SIMON WORLDWIDE: Amends LLC Agreement of Three Lions
SKYLINE MANOR: U.S. Trustee Appoints 5-Member Creditors' Panel

SKYLINE MANOR: Secured Lender Wants A Trustee to Take Over
SWIFT ENERGY: S&P Revises Outlook to Negative & Affirms 'B+' CCR
SYNTROLEUM CORP: Incurs $6.48-Mil. Net Loss in March 31 Quarter
TELKONET INC: Incurs $814,000 Net Loss in First Quarter
THAD DEVIER HOLDING: Case Summary & Largest Unsecured Creditors

THERMOENERGY CORP: Reports $1.6 Million Net Loss in First Quarter
TLO LLC: Hiring Furr and Cohen as Attorney
TLO LLC: Seeks Court Approval to Continue Akerman Engagement
TLO LLC: Wants to Continue Marcum LLP Engagement
TRANS-LUX CORP: Incurs $1.8 Million Net Loss in 2013

TRANSGENOMIC INC: Files Form 10-Q, Had $4.2-Mil. Net Loss in Q1
TRISTAR WELLNESS: Delays Form 10-Q for First Quarter
TRIUMPH GROUP: Moody's Affirms B2 CFR & Rates New Sr. Notes Ba3
TUSCANY INTERNATIONAL: Judge Confirms Sale to Lenders
UNITEK GLOBAL: Incurs $19.6 Million Net Loss in First Quarter

UNIVERSAL BIOENERGY: Delays Form 10-Q for First Quarter
UNIVERSAL BIOENERGY: Inks Joint Venture Agreement with GEG
VERMILLION INC: Incurs $4 Million Net Loss in First Quarter
VERITEQ CORP: Posts $3.5 Million Net Income in First Quarter
VERTICAL COMPUTER: Incurs $550,257 Net Loss in First Quarter

VHGI HOLDINGS: CEO Risinger Quits
VISION INDUSTRIES: Delays Q1 Form 10-Q Over CFO's Departure
VUZIX CORP: Posts $1.5 Million Net Income in First Quarter
WAFERGEN BIO-SYSTEMS: Conference Call Held to Discuss Results
WINCHESTER PARTNERS: Voluntary Chapter 11 Case Summary

WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in First Quarter


                             *********


90 RIVER STREET: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 90 River Street, LLC
        90 River Street
        New Haven, CT 06513

Case No.: 14-30939

Chapter 11 Petition Date: May 16, 2014

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Hon. Julie A. Manning

Debtor's Counsel: James M. Nugent, Esq.
                  HARLOW, ADAMS, & FRIEDMAN, P.C.
                  One New Haven Ave, Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  Email: jmn@quidproquo.com

Total Assets: $2.51 million

Total Debts: $2.14 million

The petition was signed by Bruno F. Suraci, Jr., manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-30939.pdf


AAA QUALITY CARS: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AAA Quality Cars, LLC
        Domestic Limited Liability Company
        4400 Arrow Head Ave. NW
        Albuquerque, NM 87114

Case No.: 14-11498

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  Anne Goodman, Esq.
                  Nephi D Hardman, Esq.
                  Vashti A. Lowe, Esq.
                  WILLIAM F. DAVIS & ASSOC., P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.com
                         nhardman@nmbankruptcy.com
                         vlowe@nmbankruptcy.com

Total Assets: $1.21 million

Total Liabilities: $1.77 million

The petition was signed by William Melad, managing member.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-11498.pdf


ADVANCED MICRO: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Sunnyvale, Calif.-based Advanced Micro Devices Inc. to positive
from negative.  S&P also affirmed its 'B' corporate credit rating
on the company.  S&P's 'B' issue-level rating on the company's
unsecured debt and '3' recovery rating, indicating its expectation
of substantial (70%-90%) recovery in the event of payment default,
remain unchanged.

"The outlook revision to positive reflects AMD's prospects for
revenue and earnings growth," said Standard & Poor's credit
analyst John Moore.  "We now expect revenues will strengthen over
2014, with improving gaming console and PC product sales, in
contrast to our prior expectation for less robust sequential
performance."

Standard & Poor's assesses AMD's business risk profile as "weak"
and its financial risk profile as "highly leveraged."  The
company's business risk profile reflects intense competition from
Intel Corp., as well as prospects for tablet computing to continue
to pressure PC industry growth and AMD's revenues over the coming
year.

S&P regards AMD's profitability as improving, but with EBITDA
margins of about 10%, below average compared with the 20% to 30%
average range for the semiconductor sector.  S&P views industry
risk as "intermediate," the country risk as "very low," and the
company's management and governance as "fair."

S&P's financial risk profile of "highly leveraged" for AMD
reflects the company's high cash flow volatility, modest ratio of
free cash flow to debt, and sizable leverage, which S&P expects
will improve to mid-single-digit percentages and to under 4x,
respectively, over the coming year.


AGFEED USA: Files Amended Liquidating Plan Disclosures
------------------------------------------------------
Agfeed USA, LLC, and its debtor-affiliates filed a disclosure
statement in support of their First Amended Chapter 11 Plan of
Liquidation.  The Plan is supported by the Official Committee of
Equity Security Holders.

The Plan provides for substantive consolidation of the AgFeed USA
Debtors and the liquidation of the Debtors' assets.  The majority
of the Debtors' assets have been liquidated pursuant to the AgFeed
USA Sale and the AgFeed Industries Stock Sale.  The Plan further
provides for the Estates' Assets to be allocated in accordance
with the terms of the Plan and distributed to holders of the
Allowed Claims and Interests.  On the Effective Date, all of the
Estates' Assets will vest in and be transferred to the Liquidating
Trust.  The Liquidating Trust will be administered by the
Liquidating Trustee who will, among other things, liquidate the
remaining Estates' Assets, resolve any disputed Claims, wind-down
the affairs of the Debtors, and make initial and final
Distributions pursuant to the Plan.

The Plan incorporates a settlement, by and between the Debtors and
the Equity Holders' Committee on the allocation of Cash and future
recoveries between the Holders of Subordinated Claims and
Interests.

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

            http://bankrupt.com/misc/Agfeed_1076_DS.PDF

                       About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

In December 2013, AgFeed filed a proposed plan of liquidation
showing all creditors as being paid in full, with interest.  The
Plan proposes to create a trust to prosecute lawsuits and collect
remaining assets.


ALION SCIENCE: Commences Exchange Offer, Consent Solicitation
-------------------------------------------------------------
Alion Science and Technology Corporation commenced an exchange
offer, consent solicitation and a unit offering relating to its
10.25 percent Senior Notes due 2015.  The transactions are part of
the previously announced transaction in which the Company is
seeking to refinance its existing indebtedness.

Under the terms and subject to the conditions set forth in the
prospectus, the Company:

   1. is offering to exchange all of its Unsecured Notes and the
      related guarantees for, at the election of the holders of
      the Unsecured Notes, either the New Securities Option;
      subject to proration, the Cash Option; or, for holders
      wishing to participate in the Unit Offering, the New
      Securities Plus Unit Offering Option, each as described
      below; and

   2. will apply the proceeds generated from the offering of Units
      to finance the purchase of a portion of the Unsecured Notes
      accepted for exchange pursuant to the Cash Option, if any.

In addition, the Company is soliciting consents from holders of
Unsecured Notes to certain proposed amendments to the indenture
governing the Unsecured Notes.  The proposed amendments would
eliminate substantially all of the affirmative and negative
covenants and eliminate certain events of default contained in the
indenture governing the Unsecured Notes.

Holders of approximately 71.1 percent of the outstanding principal
amount of the Unsecured Notes have committed to tender their
Unsecured Notes and deliver related consents into the Exchange
Offer and Consent Solicitation for the New Securities Option and
agreed not to withdraw their tenders (or revoke related consents)
pursuant to, and subject to conditions set forth in, a support
agreement described in the prospectus.

The New Securities Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the
following:

  * $1,000 principal amount of the Company's Third-Lien Senior
    Secured Notes due 5.5 years after the Settlement Date and the
    related guarantees;

  * One immediately exercisable warrant to purchase no less than
    5.9701768 shares of the Company's common stock at an exercise
    price of $0.01 per share; and

  * Three warrants, each to purchase no less than 2.3880707 shares
    of the Company's common stock.

"Settlement Date" means the settlement date of the Exchange Offer,
which is expected to occur on the third business day following the
Expiration Date.

The Cash Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the
following:

   * $600 in cash.  If the cash required to purchase all Unsecured
     Notes validly tendered pursuant to the Cash Option (excluding
     accrued and unpaid interest and the Early Tender Payment
     exceeds $20,000,400, each holder who elected the Cash Option
     will have the amount of its Unsecured Notes accepted for
     exchange into the Cash Option prorated as described in the
     Prospectus, with the balance of its Unsecured Notes being
     exchanged into New Securities as if that holder elected the
     New Securities Option with respect to the balance of that
     holder's Unsecured Notes.

The New Securities Plus Unit Offering Option

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the Exchange Offer, holders may elect to receive the
same securities offered in the New Securities Option plus purchase
Units in the Unit Offering.  Upon the terms and subject to the
conditions described in the prospectus, depending on the principal
amount of Unsecured Notes held, holders of Unsecured Notes may be
able to purchase Units in the Unit Offering at a purchase price
equal to $600 per Unit, or the "Unit Price."  Each Unit consists
of the same package of New Securities being offered pursuant to
the New Securities Option in the Exchange Offer per $1,000
principal amount of Unsecured Notes tendered.

The Exchange Offer and Consent Solicitation will expire at 9:00
a.m., New York City time, on June 12, 2014, unless extended by the
Company.  Tenders of outstanding Unsecured Notes may be withdrawn
at or prior to 5:00 p.m., New York City time, on May 28, 2014,
unless extended by the Company.  The Unit Offering will expire at
5:00 p.m., New York City time, on May 28, 2014, unless extended by
the Company.  The election to purchase Units in the Unit Offering
cannot be revoked except that a valid withdrawal of Unsecured
Notes in the Exchange Offer will be deemed to have revoked any
election to purchase Units in the Unit Offering.

The offer is being made only by means of a prospectus.  Copies of
the prospectus and the transmittal materials may be obtained free
of charge, by contacting the Information and Exchange Agent at the
following address:

     Global Bondholder Services
     By Facsimile (for eligible institutions only): (212) 430-
     3775/3779
     Confirmation: (212) 430-3774
     By Phone:  866-470-3900 (toll free)
     By Mail, Overnight Courier Hand Delivery:
     65 Broadway, Suite 404
     New York, New York 10006
     Attn: Corporate Actions

Goldman, Sachs & Co. has been retained to act as the dealer
manager and solicitation agent in connection with the exchange
offer and consent solicitation.  The information and exchange
agent for the Transactions is Global Bondholder Services
Corporation.  Questions regarding the procedures for participating
in the Transactions, requests for assistance regarding the
process, and requests for additional copies of the prospectus and
transmittal materials governing the Transactions may be directed
to Global Bondholder Services at its address set forth below.

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

                        http://is.gd/BG5c99

                        About Alion Science

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

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

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

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

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

                        Bankruptcy Warning

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

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

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

                           *     *     *

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


ALLIED IRISH: Issues 2.2 Billion Ordinary Shares to NPRFC
---------------------------------------------------------
Allied Irish Banks, p.l.c., has issued and allotted 2,177,293,934
ordinary shares to the National Pensions Reserve Fund Commission
(NPRFC) by way of bonus issue.  This number of shares is equal to
the annual dividend of EUR280m on the NPRFC's holding of EUR3.5
billion 2009 Non Cumulative Preference Shares, divided by the
average price per share in the 30 trading days prior to May 13,
2014.

Application will be made in due course for the listing of these
new shares.  The total number of AIB ordinary shares in issue post
this bonus issue is 523,438,445,437*.  The Irish State, through
the NPRFC, owns 99.8 percent of the ordinary shares of AIB.

The 2009 Preference Shares may be purchased or redeemed at the
option of AIB, in whole or in part, from distributable profits or
the proceeds of an issue of shares constituting core tier 1
capital, for the first five years after the date of issue for the
subscription price of EUR1.00 per share and thereafter at a
redemption or purchase price of 125 per cent of the subscription
price, subject at all times to the consent of the Central Bank of
Ireland.  This subscription price step-up is effective from
May 13, 2014.

*Excludes treasury shares

                     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 in 2013, a loss of
EUR3.55 billion in 2012 and 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.


ALLIED SYSTEMS: Linden Lease Settlement Approved
------------------------------------------------
Allied Systems Holdings Inc., sought and obtained approval from
the Bankruptcy Court of a release and settlement agreement
resolving dispute related to a lease in Linden, N.J.

Under the settlement agreement between Manheim Remarketing, Inc.,
as tenant, the Debtors, as subtenant, and Blancke P.W., LLC, as
landlord, the Debtor will vacate the leased premises and the lease
will be terminated.

In addition, the following payments will be made to Landlord by
certified check or wire transfer:

     A. Tenant will pay to Landlord the sum of $108,750.
     B. Subtenant will pay to Landlord the sum of $91,250.

Subtenant waives any right that it may have to the return of the
security deposit paid by Subtenant to Tenant in the amount of
$35,000; and Tenant may retain said security deposit as its sole
property free of any claim by Subtenant.

Subtenant agrees to promptly apply to the United States Bankruptcy
Court for the District of Delaware in Case No. 12-11564 (CSS) for
the payment and waiver of deposit.

Landlord, Tenant and Subtenant acknowledge and agree that all
obligations and liabilities under the Lease Agreement and Sublease
are deemed fully discharged and satisfied in full in all respects.

                About Allied Systems Holdings, Inc.

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

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

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

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

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

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

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

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

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

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

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


AMERICAN NATURAL: Incurs $3.1 Million Net Loss in 2013
------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.14 million on $3.32 million of total revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $3.31
million on $2.09 million of total revenues for the year ended
Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $19.32
million in total assets, $16.17 million in total liabilities and
$3.14 million in total stockholders' equity.

The Company said it has substantial needs for funds to pay its
outstanding payables and debt due during 2013.

"We have substantial need for capital to develop our oil and gas
prospects.  Since 2001, we have funded our capital expenditures
and operating activities through a series of debt and equity
capital-raising transactions, drilling participations and through
an increase in notes payable.  We expect additional funding will
be funded from the sale of drilling participations and equity
capital.  It is our intention to raise additional capital through
the sale of interests in our drilling activities or other
strategic transactions; however, we currently have no firm
commitment from any potential investors and such additional
capital may not be available to us in the future," the Company
said in the Annual Report.

MaloneBailey, LLP, in Houston, 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 incurred a net loss in 2013 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2013.

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

                         http://is.gd/AVjfas

                        Delays Q1 Form 10-Q

American Natural filed with the SEC a Notification of Late Filing
on Form 12b-25 with respect to its quarterly report on Form 10-Q
for the quarter ended March 31, 2014.  The Company said it is
actively seeking additional financing to replace and repay
existing indebtedness and expand its assets.  This has delayed
assembly and completion information required to complete its
annual report on Form 10-Q.

                      About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.


APOLLO MEDICAL: BDO USA Replaces Kabani as Accountants
------------------------------------------------------
Apollo Medical Holdings, Inc.'s principal accountant, Kabani &
Company, Inc., was dismissed as the Company's independent
registered public accounting firm.

Kabani's issued report on the Company's financial statements for
the fiscal year ended Jan. 31, 2014, did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.
Kabani's issued report on the Company's financial statements for
the fiscal year ended Jan. 31, 2013, did not contain an adverse
opinion or disclaimer of opinion, and was prepared using U.S.
generally accepted accounting principles applicable to a going
concern.

The Company's decision to change accountants was recommended and
approved by the Board of Directors of the Company on May 12, 2014.

In connection with the audit of the Company's consolidated
financial statements for the years ended Jan. 31, 2014, and 2013,
and through the subsequent interim period preceding the dismissal
of Kabani, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Kabani, would have caused it to make
reference to the subject matter of the disagreements in connection
with its report.

The Company has requested Kabani to furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether or not Kabani agrees with those statements.

"We have read the statements that we understand Apollo Medical
Holdings, Inc. will include in Item 4.01 of Form 8K dated May 12,
2014 that it will file regarding the recent change of auditors.
We agree with such statements made regarding our firm," Kabana
stated in the letter.

Effective on May 12, 2014, the Board of Directors recommended,
approved and directed the selection of BDO USA, LLP, as the
Company's new independent registered public accounting firm.

During the two most recent fiscal years, and the subsequent
interim period prior to the engagement of BDO, neither the
Company, nor anyone on its behalf, consulted BDO regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements, where either a written report was provided to the
Company or oral advice was provided, that BDO concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million on $10.48
million of net revenues for the year ended Jan. 31, 2014, as
compared with a net loss of $8.90 million on $7.77 million of net
revenues in 2013.  As of Jan. 31, 2014, the Company's balance
sheet showed $3.95 million in total assets, $5.65 million in total
liabilities and a $1.69 million total stockholders' deficit.

The Company had $1,451,407 in cash and cash equivalents at
Jan. 31, 2014.

Kabani & Company, Inc., in Los Angeles, California, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2014.  Kabani & Company
expressed substantial doubt about the Company's ability to
continue as a going concern in their report on the Company's
consolidated financial statements for the year ended Jan. 31,
2013.  The independent auditors noted that the Company had a loss
from operations of $2,078,487 for the year ended Jan. 31, 2013,
and had an accumulated deficit of $11,022,272 as of Jan. 31, 2013.


APTALIS PHARMA: S&P Withdraws 'B+' CCR Following Acquisition Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Aptalis Pharma Inc., including its 'B+' long-term corporate credit
rating on the company, following Forest Laboratories Inc.'s
(BB+/Stable/--) completion of its acquisition of Aptalis, and the
subsequent repayment of all amounts outstanding under existing
credit facilities.


ARKANOVA ENERGY: Reports $791,000 Net Loss in March 31 Quarter
--------------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $791,004 on $192,300 of total revenue for the three
months ended March 31, 2014, as compared with a net loss of
$408,377 on $209,839 of total revenue for the same period last
year.

For the six months ended March 31, 2014, the Company had a net
loss of $1.43 million on $425,818 of total revenue as compared
with a net loss of $892,564 on $420,681 of total revenue for the
same period during the prior year.

As of March 31, 2014, the Company had $4.09 million in total
assets, $14.15 million in total liabilities and a $10.06 million
total stockholders' deficit.

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

                        http://is.gd/asPXvb

                          About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In their report on the consolidated financial statements for the
fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed
substantial doubt about its ability to continue as a going
concern, citing that the Company has incurred cumulative losses
since inception and has negative working capital.


ASSURED PHARMACY: Incurs $787,000 Net Loss in First Quarter
-----------------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common stock of $787,313 on $1.62 million
of sales for the three months ended March 31, 2014, as compared
with a net loss applicable to common stock of $1.13 million on
$1.69 million of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.19
million in total assets, $9.09 million in total liabilities, $3.17
million in series D redeemable convertible preferred stock and a
$11.07 milion stockholders' deficit.

As of March 31, 2014, the Company had a cash balance of $257,415,
an increase from a balance of $2,856 at Dec. 31, 2013.  At
March 31, 2014, the Company had a working capital deficit of
$5,180,801, an increase from a working capital deficit of
$5,151,054 of Dec. 31, 2013.  The increase in the Company's
working capital deficit was primarily attributable to an increase
in current liabilities attributable to an increase in notes
payable and unsecured debentures which was partially offset by an
increase in cash from the sale of account receivable.

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

                       http://goo.gl/WCqcm4

                      About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, BDO USA, LLP, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of $3.36 million on $5.19 million
of sales in 2013, compared with a net loss of $4 million on $5.64
million of sales in 2012.


ATLANTIC COAST: Files Form 10-Q, Posts $206,000 Net Income in Q1
----------------------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $206,000 on $6.92 million of total
interest and dividend income for the three months ended March 31,
2014, as compared with a net loss of $2.03 million on $7.53
million of total interest and dividend income for the same period
during the prior year.

As of March 31, 2014, the Company's balance sheet showed $708.75
million in total assets, $640.55 million in total liabilities and
$68.20 million in total stockholders' equity.

Cash and cash equivalents decreased $40.5 million to $73.7 million
at March 31, 2014, from $114.2 million at Dec. 31, 2013.  Prior to
the Company's successful completion of its capital raise on
Dec. 3, 2013, the Bank increased its cash and cash equivalent
holdings in order to raise the amount of immediately available
liquidity sources in response to reduced contingent sources of
liquidity from the Federal Home Loan Bank of Atlanta (FHLB) and
the Federal Reserve Bank of Atlanta (FRB).

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

                        http://is.gd/ctURQ1

                       About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

Atlantic Coast reported a net loss of $11.40 million in 2013, a
net loss of $6.66 million in 2012 and a net loss of $10.28
million in 2011.


AURORA DIAGNOSTICS: Reports $6.5 Million Net Loss in Q1
-------------------------------------------------------
Aurora Diagnostics Holdings, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $6.57 million on $57.04 million of net
revenue for the three months ended March 31, 2014, as compared
with a net loss of $7.67 million on $60.96 million of net revenue
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $330.84
million in total assets, $389.78 million in total liabilities and
$58.93 million members' deficit.

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

                         http://is.gd/vaCdxV

                       About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers. The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

Aurora Diagnostics reported a net loss of $73.01 million on
$248.16 million of net revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $160.85 million on $277.88 million
of net revenue for the year ended Dec. 31, 2012.

                             *   *   *

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD. Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora). Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA. This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions. This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aurora to 'CCC+'
from 'B-'.  "We downgraded the company because we believe 2014
Medicare payment rates, signaled by recent proposals from the
Centers for Medicare & Medicaid Services, are likely to be more
onerous than we previously expected," said Standard & Poor's
credit analyst Gail Hessol.  "In addition, we doubt Aurora's
ability to stem erosion of its competitive position and we expect
limited benefits from Aurora's cost reduction efforts.  Therefore,
we expect its EBITDA and discretionary cash flow to decline
significantly in 2014, compared with 2013."


AXION INTERNATIONAL: Posts $3.2 Million Net Income in Q1
--------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income attributable to common shareholders of $3.18
million on $4.85 million of revenue for the three months ended
March 31, 2014, as compared with a net loss attributable to common
shareholders of $7.28 million on $1.75 million of revenue for the
same period last year.

As of March 31, 2014, the Companyhad $16.53 million in total
assets, $34.37 million in total liabilities, $6.94 million in 10%
convertible preferred stock and a $24.78 million total
stockholders' deficit.

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

                       http://goo.gl/osl3ar

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

AXION International reported a net loss of $24.19 million on $6.63
million of revenue in 2013, compared to a net loss of $5.43
million on $5.34 million of revenue in 2012.

Following the 2013 results, BDO USA, 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 working capital and net capital deficiencies.
BDO USA, LLP also issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.


B&G FOODS: S&P Affirms 'BB-' CCR & Rates $800MM Facilities 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Parsippany, N.J.-based B&G Foods Inc., including its 'BB-'
corporate credit rating.  The outlook is stable.

"We also assigned our 'BB+' issue-level rating to B&G's proposed
$800 million senior secured credit facilities, consisting of a
$500 million revolving credit facility maturing in 2019 and a $300
million term loan A due 2019.  The recovery rating on the proposed
facilities is '1', indicating our expectation for very high
recovery (90% to 100%) in the event of default.  We affirmed our
'BB-' issue-level rating on the company's existing 4.625% senior
unsecured notes.  We revised the recovery ratings on those senior
unsecured notes to '4' from '3', indicating our expectation for
average recovery (30% to 50%).  In our view, this is a leverage-
neutral transaction," S&Ps said.

"The ratings on B&G reflect our view of the company's
participation in highly competitive end markets within the
packaged food industry and limited geographic diversity, yet well-
recognized brands with good market positions and above-average
operating margins," said Standard & Poor's credit analyst Bea
Chiem.

S&P expects the company will use proceeds from the new term loan
to repay $203 million outstanding on its existing revolving credit
facility and refinance its $122 million term loan A.  The
outstanding borrowings on the company's revolver reflect its $155
million purchase of Specialty Brands of America and working
capital borrowings.


BERRY PLASTICS: Closes Offering, Receives Tender Offer Consents
---------------------------------------------------------------
Berry Plastics Corporation, Berry Group, Inc.'s wholly owned
subsidiary, issued $500,000,000 in aggregate principal amount of
5.500 percent Second Priority Senior Secured Notes due 2022
pursuant to an indenture, dated as of May 12, 2014, by and among
the Issuer, the guarantors and U.S. Bank National Association, as
trustee.

In addition, pursuant to a previously announced cash tender offer
and consent solicitation by the Issuer, 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, approximately 83.95 percent of the Notes had
been tendered as of 5 p.m., New York City time, on May 9, 2014,
the expiration of the consent payment deadline.  The consents
received exceeded the number needed to approve the proposed
amendments to the Indenture and the Issuer has elected to exercise
its right to accept for early payment all of the Notes validly
tendered prior to the Consent Date.  Each of the holders who
validly tendered its Notes and delivered consents prior to the
Consent Date will receive 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
Issuer currently expects these payments will be made on May 12,
2014.  The complete terms and conditions of the tender offer and
consent solicitation for the Notes are detailed in the Issuer's
Offer to Purchase and Consent Solicitation Statement dated
April 28, 2014 and the related Consent and Letter of Transmittal.

Under the terms of the tender offer, the Issuer and the trustee
under the Indenture have entered into a supplemental indenture
that effects the Proposed Amendments to the Indenture.  The
Proposed Amendments eliminate substantially all of the material
restrictive covenants, eliminate or modify certain events of
default and eliminate or modify related provisions in the
Indenture.  The supplemental indenture became effective upon the
Issuer's acceptance of a majority in principal amount of the Notes
for payment under the early acceptance terms in the Offer.

Notwithstanding the Issuer's exercise of its early acceptance
rights, the tender offer will remain open and is scheduled to
expire at 12 midnight, New York City time, on May 23, 2014, unless
extended.  Because the Consent Date has passed, tendered Notes may
no longer be withdrawn and consents may no longer be revoked at
any time, subject to limited exceptions.  Holders who validly
tender their Notes and deliver their consents after the Consent
Date and prior to the Expiration 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.  In addition, as disclosed in the Tender Offer
Documents, the Issuer intends to redeem any of the Notes that
remain outstanding after the completion of the Offer in accordance
with the terms of the Indenture.  On May 12, 2014, the Issuer
provided notice to the trustee under the Indenture of such
redemptions and irrevocably deposited cash with the trustee in
respect of those Notes in an amount sufficient to redeem any Notes
outstanding on such redemption date.

Credit Suisse Securities (USA) LLC is acting 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.


BG MEDICINE: Incurs $2.2 Million Net Loss in First Quarter
----------------------------------------------------------
BG Medicine, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.17 million on $739,000 of total revenues for the three
months ended March 31, 2014, as compared with a net loss of $5.41
million on $888,000 of total revenues for the same period last
year.  The decrease in total revenues reflected an $81,000
decrease in product revenues and a $68,000 decrease in service
revenues.

As of March 31, 2014, the Company had $6.17 million in total
assets, $9.24 million in total liabilities and a $3.07 million
total stockholders' deficit.

"We continue to rigorously manage our finances and remain focused
on delivering on what we believe are the critical catalysts for
our growth," said Paul R. Sohmer, M.D., president and chief
executive officer of BG Medicine.  "Thus far this year, the nearly
70% increase in the analyte-specific CPT(R) Code for our BGM
Galectin-3(R) Test first took effect, we raised $10mm through a
public offering of common stock, we regained compliance with the
requirements for continued listing on the NASDAQ Capital Market,
patent claims were granted to us by the United States Patent and
Trademark Office for methods predicting responsiveness to cardiac
resynchronization by the measurement of galectin-3, and certain of
our automated partners made significant progress in advancing the
automation of their galectin-3 tests."

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

                         http://is.gd/sWh4sn

                          About BG Medicine

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

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

Deloitte & Touche 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, recurring
cash used in operating cash flows and stockholders' deficit raise
substantial doubt about its ability to continue as a going
concern.


BIOFUELS POWER: Incurs $182,000 Net Loss in First Quarter
---------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $182,223 on $0 of sales for the three months ended
March 31, 2014, as compared with a net loss of $126,122 on $0 of
sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.21
million in total assets, $6.24 million in total liabilities and a
$5.03 million total stockholders' deficit.

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

                       http://goo.gl/SrUd55

                           Biofuels Power

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

Biofuels Power reported a net loss of $606,556 on $0 of sales for
the year ended Dec. 31, 2013, as compared with net income of
$342,456 on $0 of sales in 2012.

Clay Thomas, P.C., in Abilene, 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 suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its  working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


BLUE BIRD: Moody's Rates $300MM 1st Lien Secured Debt 'B2'
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Blue Bird
Body Company (Blue Bird). The ratings assigned include: Corporate
Family Rating (CFR) of B2; Probability of Default Rating (PDR) of
B2-PD; and long-term debt rating of B2, LGD 3, 45% to the
company's $250 million first-lien secured term loan and $50
million first-lien secured revolving credit facility. Proceeds of
the term loan will fund a $250 million distribution to the equity
sponsor Cerberus Capital Management which acquired Blue Bird in
2006. The rating outlook is stable.

Ratings Rationale

Pro-forma for the transaction Blue Bird will have total funded
debt of about $250 million. Leverage, measured as debt-to-EBITDA
and reflecting Moody's standard adjustments, will approximate 4x.
This level of leverage, and the company's other key credit
metrics, should provide ample support for the B2 CFR. The B2
rating will also reflect the company's sound competitive position
in the US school bus industry. Blue Bird, with a 30% market share,
is one of only three principal manufacturers of school busses. The
other two manufacturers are Thomas Bus (34% share) owned by
Daimler Benz, and IC Bus (36% share) owned by Navistar
International Inc. Blue Bird's competitive and operating position
are supported by it focus almost exclusively on the school bus
sector, and by its flexible work force. In addition, the company
has made progress in lowering costs and gaining market share.

Importantly, Blue Bird was the first to market with a line of
propane-powered busses. Propane-fueled busses can afford
considerable cost advantages to operators relative to gas, diesel
and compressed natural gas busses. Consequently they have enjoyed
a growing degree of acceptance among the state and local school
board purchasers of school busses. Moody's expect that the
position of propane vehicles, which represented about 7.5% of 2013
industry wide school bus purchases (up from about 3.5% in 2012),
will continue to grow.

Blue Bird's operating performance improved substantially during
the fiscal year ended September 2013. This improvement was due
largely to the sharp rebound in industry-wide purchases of school
bus and to the unexpected surge in demand for propane busses,
which Moody's estimate carry significantly higher margins than
Blue Bird's diesel vehicles. Favorable industry demand
fundamentals should be supported by several factors including: the
improved financial position of many local governments; rising home
prices that support many school budgets; growing student
populations; and, an aging bus fleet.

Notwithstanding these strengths, the B2 CFR also recognizes a
number of risks facing Blue Bird. The school bus sector will
remain highly cyclical and characterized by profit margins that
are relatively modest in the heavy manufacturing sector. The
company also faces an additional degree of volatility due to its
dependence on state and local budgetary processes. Moody's also
note that absent the considerable rebound in school bus demand and
the surge in demand for propane-powered busses, Blue Bird's
operating performance and return measures would have been weak. In
addition, despite the current attractiveness of propane as a fuel
for school busses, the technological and economic landscape for
alternative fuels continues to evolve. Blue Bird must consequently
contend with the possibility that future demand for propane-fueled
busses could decline or that profit margins could narrow.

Blue Bird's liquidity position will be supported by cash flow
generation that should be solidly positive on an annual basis,
cash balances maintained following the distribution to
shareholders, and the $50 million revolver which will be undrawn
at closing. The company will have minimal amounts of debt coming
due during the coming months, however, its operating model is
highly seasonal with sizable cash outflows during the first and
third fiscal quarters. Nevertheless, these outflows should be
readily accommodated by existing cash balances. This should enable
the revolver to remain undrawn. Overall liquidity should remain
adequate.

The stable rating outlook anticipates that recent positive trends
for municipal budgets, school bus purchases, and demand for
propane busses will continue through 2015. Moreover, Blue Bird's
very low breakeven point relative to current production levels and
its flexible work force afford the company some flexibility to
adjust to potential softening in demand. The stable outlook also
considers the company's adequate liquidity position.

Favorable industry fundamentals combined with Blue Bird's cash
generation ability could support improvement in credit metrics.
However, an upgrade would be unlikely in the absence of a
commitment by the equity sponsors to manage future equity
distributions in a manner that allows for a sustained improvement
in capitalization.

Pressure on the rating could result from a slowdown in bus demand
or from disruption in planned expansion in Blue Bird's propane bus
sales. Rating pressure could also result from near-term
shareholder distributions that increase leverage or from a
weakening in the company's liquidity position.


BOOMERANG SYSTEMS: Posts $7.1-Mil. Net Income in March 31 Quarter
-----------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $7.12 million on $2.29 million of total revenues for
the three months ended March 31, 2014, as compared with a net loss
of $3.45 million on $57,678 of total revenues for the same period
in 2013.

For the six months ended March 31, 2014, the Company reported net
income of $5.28 million on $3.33 million of total revenues as
compared with a net loss of $6 million on $289,234 of total
revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $6.19
million in total assets, $21.51 million in total liabilities and a
$15.31 million total stockholders' deficit.

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

                       http://goo.gl/AdK5nO

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems incurred a net loss of $11.22 million for the
year ended Sept. 30, 2013, following a net loss of $17.42 million
for the year ended Sept. 30, 2012.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the annual report for the year ended
Sept. 30, 2013.


BROADWAY FINANCIAL: Earns $989,000 in First Quarter
---------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $989,000 on $3.79 million of total interest income
for the three months ended March 31, 2014, as compared with a net
loss of $616,000 on $4.02 million of total interest income for the
same period last year.

The Company's balance sheet at March 31, 2014, the Company had
$335.07 million in total assets, $308.51 million in total
liabilities and $26.56 million in total stockholders' equity.

Chief Executive Officer, Wayne Bradshaw stated, "During the first
quarter we continued our trend of improving operating results,
which are demonstrating that Broadway is a strong financial
institution with a clear strategy for achieving profitable growth.
We increased our loan originations significantly from a year ago,
and generated a profit for stockholders.  Moreover, our management
team is executing our strategy to be the leader in financing
affordable housing in the large, growing low-to-moderate income
communities throughout Southern California.  We believe that the
combination of our strong capital base and ability to lend to
experienced owners of smaller multi-family residential properties
will allow Broadway to resume its historical leadership in serving
low-to-moderate income communities."

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

                        http://is.gd/0FKDYk

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.


BROOKSTONE HOLDINGS: Creditors to Start Voting on Plan
------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Brookstone Holdings Corp.'s creditors can begin voting on a
bankruptcy-exit plan that relies on the sale of the specialty
retailer at an upcoming auction.

The voting follows the May 19 approval of Brookstone's disclosure
statement, a plain-language version of its bankruptcy plan, by
Judge Brendan Shannon in Wilmington, Del., the Journal said.

Brookstone has received bankruptcy-court approval to sell
ownership of the restructured company at auction, with a $146.3
million offer from a Spencer Spirit Holdings Inc. affiliate
setting the floor price.  Judge Shannon has approved the rules to
govern the Brookstone auction, including a $3.7 million breakup
fee and up to $500,000 in expense reimbursement to Spencer's if it
is bested by another offer.  The Spencer's offer is worth $120
million in cash plus $75 million in notes and assumption of
liabilities.

The auction is scheduled for June 2, and competing bids are due
May 28.  Those bids must be worth at least $250,000 more than the
Spencer's offer and cover the cost of Spencer's breakup fee and
expense reimbursement. The Journal previously reported that
Blucora Inc., which owns e-commerce retailer Monoprice, is
preparing an all-cash bid for Brookstone.

Under Brookstone's proposed plan, unsecured creditors will receive
at least $1.25 million, plus a chance to collect as much as $1.5
million more, depending on the success of the auction, the Journal
said.  The distributions will cover between 11.4% and 30.5% of
what those creditors are owed, the Journal added, citing court
filings.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


BROWNIE'S MARINE: Incurs $38,000 Net Loss in First Quarter
----------------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $38,399 on $588,383 of total net revenues for the
three months ended March 31, 2014, as compared with a net loss of
$1.19 million on $588,663 of total net revenues for the same
period last year.

As of March 31, 2014, the Company had $1.11 million in total
assets, $1.72 million in total liabilities and a $613,098 of total
stockholders' deficit.

                  Liquidity and Capital Resources

As of March 31, 2014, the Company had cash and current assets
(primarily consisting of inventory) of $1,012,251 and current
liabilities of $1,725,977, or a current ratio of .59 to 1.  This
represents a working capital deficit of $713,726.  As of
December 31, 2013, the Company had cash and current assets of
$1,057,967 and current liabilities of $1,760,058, or a current
ratio of .60 to 1.  As of December 31, 2012, the Company had cash
and current assets of $894,573 and current liabilities of
$1,770,503, or a current ratio of .51 to 1.

The consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the
normal course of business for the twelve-month period following
the date of these financial statements.  The Company has incurred
losses since 2009, and expects to have losses through 2014. The
Company has had a working capital deficit since 2009.

The Company is behind on payments due for payroll taxes and
withholding, matured convertible debentures, related party notes
payable, accrued liabilities and interest ? related parties, and
certain vendor payables.  The Company is handling delinquencies on
a case by case basis.  However, there can be no assurance that
cooperation the Company has received thus far will continue.

The Company closed and ceased operations at its retail facility.
The Company is still involved in the joint venture.  As a result,
the Company does not expect that existing cash flow will be
sufficient to fund presently anticipated operations beyond the
second quarter of 2043.  This raises substantial doubt about
BWMG's ability to continue as a going concern.  The Company will
need to raise additional funds and is currently exploring
alternative sources of financing.

"We have issued a number of convertible debentures as an interim
measure to finance our working capital needs.  We have
historically paid for many legal and consulting services with
restricted stock to maximize working capital.  We intend to
continue this practice in the future when possible.  We have
implemented some cost saving measures and will continue to explore
more to reduce operating expenses.

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in the Quarterly Reprt.

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

                        http://is.gd/skSBOM

                      About Brownie's Marine

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


C-1 HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on C-1 Holdings LLC on CreditWatch with negative
implications.

"The CreditWatch listing follows the announcement that C-1 will be
acquired by Clearlake Capital Group L.P. from Genstar," said
Standard & Poor's credit analyst Katarzyna Nolan.

Terms and financing plans have not been disclosed, but S&P expects
the acquisition will be predominantly debt financed and could
result in increased pro-forma leverage.  S&P also expects that all
existing debt of ConvergeOne Holdings Corp. will be repaid as a
result of this transaction.

S&P will monitor the progress of the acquisition and resolve the
CreditWatch placement accordingly following its assessment of the
new capital structure and business strategy.  If the transaction
is completed, S&P will withdraw the existing issue ratings on
ConvergeOne Holdings Corp.'s senior secured debt.  If C-1 Holdings
LLC is not the parent in the new corporate structure, S&P will
withdraw the rating on C-1 as well.


CATASYS INC: Posts $2.1 Million Net Income in First Quarter
-----------------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.13 million on $218,000 of total revenues for the three
months ended March 31, 2014, as compared with net income of $2.61
million on $135,000 of total revenues for the same period in 2013.

As of March 31, 2014, the Company had $2.09 million in total
assets, $17.98 million in total liabilities and a $15.89 million
total stockholders' deficit.

                   Liquidity and Going Concern

"As of May 14, 2014, we had a balance of approximately $352,000
cash on hand. We had working capital deficit of approximately $2.9
million at March 31, 2014.  We have incurred significant operating
losses and negative operating cash flows since our inception. We
could continue to incur negative cash flows and operating losses
for the next twelve months.  Our current cash burn rate is
approximately $500,000 per month, excluding non-current accrued
liability payments. We expect our current cash resources to cover
expenses until the end of May 2014, however delays in cash
collections, revenue, or unforeseen expenditures, could impact
this estimate.  We are in need of additional capital and while we
are currently in discussions with our existing stockholders
regarding additional financing there is no assurance that
additional capital can be raised in an amount which is sufficient
for us or on terms favorable to us and our stockholders, if at
all.  If we do not obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders," the
Company said in the Quarterly Report.

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

                       http://goo.gl/wKpF2j

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys reported a net loss of $4.67 million on $866,000 of total
revenues for the 12 months ended Dec. 31, 2013, as compared with a
net loss of $11.64 million on $541,000 of total revenues during
the prior year.

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 year ended Dec. 31,
2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


CENTRAL ENERGY: Incurs $312,000 Net Loss in First Quarter
---------------------------------------------------------
Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $312,000 on $1.29 million of revenues for the three
months ended March 31, 2014, as compared with a net loss of
$485,000 on $1.31 million of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $8.39
million in total assets, $9.03 million in total liabilities and a
$638,000 total partners' deficit.

                        Bankruptcy Warning

"There is no assurance that we will have sufficient working
capital to cover ongoing cash requirements for the period of time
we believe is necessary to complete an acquisition that will
provide additional working capital for us.  If we do not have
sufficient cash reserves, our ability to pursue additional
acquisition transactions will be adversely impacted.  Furthermore,
despite significant effort, we have thus far been unsuccessful in
completing an acquisition transaction.  There can be no assurance
that we will be able to complete an accretive acquisition or
otherwise find additional sources of working capital.  If an
acquisition transaction cannot be completed or if additional funds
cannot be raised and cash flow is inadequate, we would be required
to seek other alternatives which could include the sale of assets,
closure of operations, and/or protection under the U.S. bankruptcy
laws," the Company stated in the Report.

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

                        http://goo.gl/ol1Nc1

                    About Central Energy Partners

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

Central Energy reported a net loss of $521,000 on $4.75 million of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $1.02 million on $5.47 million of revenues in 2012.

Montgomery Coscia Greiich, LLP, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Central has incurred recurring losses and has a deficit in working
capital that raise substantial doubt about its ability to continue
as a going concern.


CHINA SHIANYUN: Incurs $710,000 Net Loss in First Quarter
---------------------------------------------------------
China Shianyun Group Corp., Ltd., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $710,091 on $100,967 of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$177,275 on $247,968 of revenues for the same period last year.

As of March 31, 2014, the Company had $4.34 million in total
assets, $5.92 million in total liabilities and a $1.58 million
total stockholders' deficit.

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

                         http://is.gd/af9WrK

                        About China Shianyun

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

China Shianyun reported a net loss of $381,508 on $2 million of
revenues for the year ended Dec. 31, 2013, as compared with net
income of $635,873 on $6.87 million of revenues in 2012.

Albert Wong & Co., in Hong Kong, China, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a significant accumulated deficits and negative
working capital that raise substantial doubt about the Company's
ability to continue as a going concern.


COMMUNICATION INTELLIGENCE: Incurs $2 Million Net Loss in Q1
------------------------------------------------------------
Communication Intelligence Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to common stockholders of
$2.05 million on $301,000 of total revenue for the three months
ended March 31, 2014, as compared witha net loss attributable to
common stockholders of $1.73 million on $235,000 of total revenue
for the same period last year.

The Company's balance sheet at March 31, 2014, showed $2.73
million in total assets, $1.36 million in total liabilities and
$1.36 million in total stockholders' equity.

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

                       http://goo.gl/OYkK6t

                   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.

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.


COMMSCOPE INC: S&P Assigns 'B+' Rating to $550MM 7-Yr. Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '5' recovery rating to CommScope Inc.'s proposed $550
million seven-year senior unsecured notes and $550 million 10-year
senior unsecured notes.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%) recovery in the event of a
payment default.

The company will use proceeds from the new debt to refinance its
existing $1.1 billion 8.25% senior unsecured notes due January
2019.  The existing senior secured bank loan ratings and the
holding company's pay-in-kind toggle notes rating are unaffected
by this transaction.  S&P will withdraw the ratings on the
existing 8.25% senior notes once the deal closes.

S&P's corporate credit rating and outlook on the company are
unchanged by the proposed transaction.  Although the company will
be required to pay a call premium of approximately $94 million due
to the early repayment of the existing 8.25% senior unsecured
notes, its future cash flow should improve substantially given the
lower expected interest expense.

The ratings on CommScope reflect the company's "fair" business
risk profile, characterized by its participation in a highly
competitive industry and its limited revenue visibility, offset by
a leading market position in most of its product niches and its
diverse customer base.  The rating also reflects the company's
"aggressive" financial risk profile characterized by its adjusted
leverage in the mid-3x area and funds from operations to debt in
the mid-teen area (as of March 31, 2014), as well as its financial
sponsor control, along with "adequate" liquidity and good cash
flow characteristics.

RATINGS LIST

CommScope Inc.
Corporate Credit Rating     BB-/Stable/--

New Rating
CommScope Inc.
Senior Unsecured
$550 million 7-year notes      B+
   Recovery Rating              5
$550 million 10-year notes     B+
   Recovery Rating              5


COMPETITIVE TECHNOLOGIES: Incurs $726,000 Net Loss in 1st Quarter
-----------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $726,306 on $221,080 of product sales for the three
months ended March 31, 2014, as compared with a net loss of
$781,834 on $0 of product sales for the same period in 2013.

As of March 31, 2014, the Company had $4.75 million in total
assets, $10.74 million in total liabilities and a $5.99 million
total shareholders' deficit.

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

                       http://goo.gl/cb8RFB

                   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.

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.


COMSTOCK MINING: Completes $11.9 Million Public Offering
--------------------------------------------------------
Comstock Mining Inc. completed its previously announced public
offering of 6.5 million shares of its common stock at a price of
$1.59 per share.  The Company also announced that the underwriters
exercised their over-allotment option to purchase an additional
975,000 shares.

The net proceeds to the Company from the offering and the over-
allotment will be approximately $11 million, after deducting
underwriting discounts, commissions and estimated offering
expenses.  The Company intends to use the net proceeds from the
offering for production expansion, exploration and development
drilling and general corporate purposes.

H.C. Wainwright & Co., LLC, and National Securities Corporation, a
wholly owned subsidiary of National Holdings, Inc. (NHLD), acted
as Joint Book-Running Managers for the offering.

                       About Comstock Mining

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

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


CYCLONE POWER: Delays First Quarter Form 10-Q for Review
--------------------------------------------------------
Cyclone Power Technologies, Inc., was unable to file its quarterly
report on Form 10-Q for the period ended March 31, 2014, by the
prescribed date without unreasonable effort or expense because the
Company's financial review with its auditors is in process and has
not been completed.  The Company believes that the Quarterly
Report will be completed within the five day extension period
provided under Rule 12b-25 of the Securities Exchange Act of 1934.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power reported a net loss of $3.79 million on $715,382 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.  As of Dec. 31, 2013, the Company had $1.31 million
in total assets, $6.60 million in total liabilities and a $5.29
million total stockholders' deficit.

Mallah Furman, in Fort Lauderdale, 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's dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.


DDR CORP: Fitch Affirms 'BB' Rating on $350MM Preferred Stock
-------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings for DDR Corp. (NYSE:
DDR) as follows:

-- Issuer Default Rating (IDR) at 'BBB-';
-- $815 million unsecured revolving credit facilities at 'BBB-';
-- $350 million senior unsecured term loans at 'BBB-';
-- $331.5 million senior unsecured convertible notes at 'BBB-';
-- $2.4 billion senior unsecured notes at 'BBB-';
-- $350 million preferred stock at 'BB'.

The Rating Outlook is Stable.

Key Rating Drivers

The affirmation of DDR's IDR at 'BBB-' takes into account credit
strengths including DDR's improving asset quality via non-core
asset sales and re-development, strong expected fixed-charge
coverage for the rating, granular tenant roster with select strong
credit tenants and improving financial flexibility, featuring a
growing unencumbered pool that will further increase following the
repayment of the company's Term Asset-Backed Securities Loan
Facility (TALF) mortgage loan in July 2014.  Balancing these
factors is leverage that remains appropriate for the 'BBB-' rating
and heavy 2015 debt maturities, although liquidity coverage is
adequate. The company's strong access to capital, limited cost to
complete development, and low adjusted funds from operations
(AFFO) payout ratio also mitigate near-term liquidity risk.

Improving Asset Quality

DDR continues to execute on its strategic plan, which entails
investing in market-dominant power centers in select markets with
favorable population demographics and thereby generating
consistent cash flow.  Portfolio transformation is evidenced by a
lower asset count of 396 as of March 31, 2014, down from 702 in
2008, and DDR's goal is reducing the portfolio to approximately
350 assets.  The average asset size increased to 278,000 square
feet in 2013 from 217,000 in 2008 with a target of 350,000 square
feet on average.  Leasing and rental rates have both improved
substantially, with the leased rate of 95.1% as of March 31, 2014,
up from 92.2% in 2008 (goal of 96.5%) and average rent per square
foot of $13.44 per square foot in the first quarter of 2014
(1Q'14) from $12.60 in 2008 (goal of more than $16 per square
foot).

Brazil Investment Sale Enhances Portfolio Focus

On April 28, 2014, affiliates of DDR closed on the sale of a 50%
interest in Sonae Sierra Brazil BV Sarl (SSB BV Sarl), which owned
an approximate 66% interest in a publicly traded company in
Brazil, Sonae Sierra Brasil, S.A., and an indirect interest in the
Parque Dom Pedro shopping center to Alexander Otto and certain of
his affiliates for $343.6 million.  The Otto family owned 15.4% of
DDR's common shares as of the filing of DDR's most recent proxy
statement Feb. 24, 2014.  This transaction simplifies DDR's
business by reducing joint venture cash flow and is emblematic of
the company's investment thesis that centers on U.S. power
centers.  After the SSB BV Sarl investment sale, top geographical
regions are Florida (10.8% of base rent), Georgia (9.2%), Puerto
Rico (8.6%), North Carolina (7.6%) and Ohio (7.5%).

Active Re-Leasing

The company is creatively and proactively re-leasing space.
Examples of recent re-leasing activities include consolidation
(Ulta in Richmond, VA), downsizing (Old Navy in Atlanta), small
shop consolidation (Nordstrom Rack in Columbia, South Carolina)
and lease terminations (K-Mart in Westlake, Ohio), resulting in
incremental cash flow.  Going forward, lease expirations through
2017 include 85 anchors with naked leases (tenants have no option
to control the lease beyond the natural expiration date) that
provide mark-to-market growth, while Barnes & Noble has various
leases with DDR expiring through 2016 that present tenant
replacement opportunities.

Strong Leasing Spreads; CapEx Weighs on Effective Rents

Blended leasing spreads on new and renewal leases were 7.5% in
1Q'14 following 8.3% growth in 2013, 6.7% growth in 2012 and 6.1%
growth in 2011.  Looking forward, 1Q'14 average per square foot
new leases on comparable space was $16.22, exceeding the weighted
average for remaining of 2014, as well as 2015-2016 lease
expirations, indicative of future positive leasing spreads.  As of
March 31, 2014, 5% of leases expire for the remainder of 2014
followed by 12.2% in 2015 and 14% in 2016.  Capital expenditures
continue to weigh on cash flow growth, as evidenced by net
effective rents of $12.21 psf in 1Q'14 and $14.18 psf in 2013 on
new deals, and $14.42 psf in 1Q'14 from $14.60 psf in 2013 on
renewal deals.

Solid Fixed-Charge Coverage

DDR's fixed-charge coverage ratio was 2.4x for the 1Q'14 pro forma
for the Brazil investment sale, TALF loan repayment and redemption
of series H preferred stock (2.3x for the trailing 12 months [TTM]
ended March 31, 2014), up from 2.2x for 2013 and 2.0x in 2012.
Growth in organic and re-development EBITDA were the primary
contributors to the improvement.  Under Fitch's base case whereby
the company generates 3% same-store net operation income (SSNOI)
growth in 2014 (due to positive releasing spreads and minor
improvements in occupancy) followed by a slight moderation in
2015, fixed charge coverage would be in the low-to-mid-2x range
over the next 12-to-24 months, which would be strong for the
'BBB-' rating.

In a stress case not anticipated by Fitch in which SSNOI declines
by levels experienced in 2009, fixed-charge coverage would remain
just above 2x, which would remain adequate for the 'BBB-' rating.
Fitch defines fixed-charge coverage as recurring operating EBITDA
including recurring cash distributions from unconsolidated
entities less recurring capital expenditures and straight-line
rent adjustments, divided by total interest incurred and preferred
stock dividends.

Granular Tenant Base

DDR has limited tenant concentration and quality credit tenants
including TJX Companies (3% of rental revenues in 1Q'14), Wal-Mart
Stores, Inc. (IDR of 'AA' with a Stable Outlook at 2.8%), Bed Bath
& Beyond (2.7%), PetSmart (2.5%) and Kohl's Corporation (IDR of
'BBB+' with a Stable Outlook at 2.3%) and no other tenant exceeds
2% of total rental revenues.

Growing Unencumbered Asset Pool

As of March 31, 2014, the company's unencumbered assets (1Q'14
annualized unencumbered NOI divided by a stressed 8%
capitalization rate) covered net unsecured debt by 1.7x, which is
weak for the rating.  However, pro forma for the repayment of the
TALF mortgage loan on 27 assets, which matures in October 2014 but
has a 90-day prepayment window, unencumbered asset coverage
improves to 2.0x, which is appropriate for the 'BBB-' rating.

Appropriate Leverage

Leverage was 7.1x in 1Q'14 pro forma for the Brazil investment
sale, TALF loan repayment and redemption of series H preferred
stock (7.7x for the TTM ended March 31, 2014), down from 8.3x in
2013 and 7.8x in 2012.  Leverage was skewed upward for full-year
2013 due to the timing of the company's October 2013 acquisition
of a portfolio of 30 power centers previously owned by a joint
venture with Blackstone Real Estate Partners VII L.P. for $1.46
billion.

Fitch projects that leverage will approach 7.0x over the next 12-
to-24 months principally due to EBITDA growth, which would remain
appropriate for the 'BBB-' rating. In the above-mentioned stress
case not anticipated by Fitch, leverage would exceed 7.5x, which
would be weak for the 'BBB-' rating.  Fitch defines leverage as
net debt to recurring operating EBITDA including recurring cash
distributions from unconsolidated entities.

Adequate Liquidity Coverage, Heavy 2015 Debt Maturities

Liquidity coverage is adequate at 1.1x for the period April 1,
2014 to Dec. 31, 2015.  Fitch defines liquidity coverage as
sources divided by uses.  Liquidity sources include unrestricted
cash (pro forma for the Brazil investment sale, TALF loan
repayment, Puerto Rico mortgage, and redemption of remaining
series H preferred stock), availability under the company's
unsecured revolving credit facilities, and projected retained cash
flows from operating activities.  Liquidity uses include pro rata
debt maturities, projected recurring capital expenditures and
remaining cost to complete development.

DDR has heavy 2015 debt maturities, when 17.6% of pro forma debt
matures. If 80% of secured debt maturities during 2014-2015 are
refinanced, liquidity coverage would improve to 1.7x, however,
Fitch does not view this as a likely scenario since the company
intends to continue unencumbering the portfolio.

Mitigating liquidity risk is DDR's strong access to capital and
low AFFO payout ratio. DDR funded the Blackstone joint venture
portfolio acquisition with a combination of proceeds from the
issuance of new common equity and unsecured debt that priced in
May 2013, preferred equity and mezzanine loan repayments, and the
assumption of existing mortgage debt.  In November 2013, DDR
issued $300 million aggregate principal amount of 3.50% senior
unsecured notes due January 2021 to repay mortgage debt assumed
from the acquisition of assets from the Blackstone joint venture.

The company's AFFO payout ratio was 57.5% in 1Q'14, up slightly
from 52.5% in 2013 and 47.5% in 2012 but still reflective of good
internally generated liquidity of over $140 million annually based
on a 1Q'14 run rate, which will be used to fund the company's
redevelopment projects.  In addition, the covenants in the
company's unsecured credit agreements do not limit DDR's financial
flexibility.

Active Redevelopment Pipeline

Cost-to-complete to development represented 0.7% of undepreciated
assets as of March 31, 2014, up slightly from 2009-2011 levels but
still below 3.5% as of year-end 2007. Two new development projects
in Kansas City, KS and Seabrook, NH are largely complete and
expected to open in 3Q'14 and 2Q'14, respectively.

DDR has eight re-development projects underway and has identified
approximately $635 million of active and redevelopment
opportunities.  The company could potentially grow the
redevelopment pipeline to $1 billion.  For example, the company
redeveloped Brookside Marketplace in Chicago, IL adding Ross Dress
for Less, Panera Bread and Pier 1 Imports through development and
T.J. Maxx through small shop consolidation, generating an
unlevered cash on cost of 10.3%.  These improvements should
improve asset quality and cash flow growth as DDR generally
targets an unlevered cash on cost in excess of 10%.

Puerto Rico Exposure

Puerto Rico accounts for 8.6% of DDR's annualized base rent. On
Feb. 11, 2014, Fitch downgraded the ratings for the Commonwealth
of Puerto Rico debt to 'BB' from 'BBB-'. The Rating Outlook is
Negative. The commonwealth continues to have challenges
maintaining financial flexibility in light of the deterioration in
capital markets access. The commonwealth's economy has been in
recession since 2006. Initial signs of recovery in 2012 appear to
have been more a reflection of economic stimulus than underlying
growth and subsequent economic performance has been weak. Despite
economic weakness, DDR's portfolio in Puerto Rico has performed
well with 4% SSNOI growth in 2013, blended rents PSF up 21% since
2010, spurred by demand from relationship tenants.

Strong Management Team Executing Strategic Plan

DDR's management team is strong and continues to execute on
various elements of DDR's strategic plan. The plan entails factors
related to portfolio quality (asset count, demographic
information, base rents, asset size, leasing levels), transactions
(acquisition and disposition volumes and funding sources),
operations (SSNOI growth, company-defined prime NOI percentages),
and balance sheet metrics.

Preferred Stock Notching

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

Stable Outlook

The Stable Outlook centers on Fitch's expectation of leverage
around 7.0x, which is appropriate for the rating, fixed-charge
coverage in the mid-2x range, which is strong for the rating, and
weak liquidity coverage for the rating (offset by a growing
unencumbered pool).

Rating Sensitivities

-- Fitch's expectation of leverage sustaining below 6.5x is the
    primary ratings sensitivity for positive momentum on the
    ratings and/or outlook since this metric is more consistent
    through interest rate cycles (pro forma leverage is 7.1x);

-- Fitch's expectation of growth in the size and quality of the
    unencumbered pool post-TALF with unencumbered assets
    (unencumbered NOI divided by a stressed capitalization rate of
    8.0%) to net unsecured debt of 2.5x is another important
    positive ratings sensitivity (this metric is 2.0x pro forma);

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.3x is a less meaningful ratings sensitivity for positive
    ratings and/or outlook momentum as it is less consistent
    through interest rate cycles (pro forma fixed-charge coverage
    is 2.4x).

The following factors may have a negative impact on DDR's ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.5x;

-- Fitch's expectation of fixed-charge coverage sustaining below
    2.0x;

-- Base case liquidity coverage sustaining below 1.0x (this ratio
    is 1.1x for April 1, 2014 to Dec. 31, 2015).


DOTS LLC: Exclusive Plan Filing Period Extended to Sept. 17
-----------------------------------------------------------
The Bankruptcy Court has extended the time within which Dots, LLC,
have the exclusive period to file a plan of reorganization to
Sept. 17, 2014.  In addition, the exclusive solicitation period is
extended to Nov. 17, 2014.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DR. TATTOFF: Incurs $1.4 Million Net Loss in First Quarter
----------------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.44 million on $1.07 million of revenues for the three months
ended March 31, 2014, as compared with a net loss of $1.25 million
on $910,138 of revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $2.62
million in total assets, $8.05 million in total liabilities and a
$5.43 million total shareholders' deficit.

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

                         http://goo.gl/tpFxDF

                           About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff reported a net loss of $4.30 million on $3.65 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $2.83 million on $3.20 million of revenues during the
prior year.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $5,435,000, has shareholders' deficit of
approximately $4,013,000, has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $11,708,000 at Dec. 31, 2013.  This
raises substantial doubt about the Company's ability to continue
as a going concern.


ECO BUILDING: Delays Form 10-Q for First Quarter
------------------------------------------------
Eco Building Products Inc. was unable, without unreasonable effort
or expense, to file its quarterly report on Form 10-Q for the
period ended March 31, 2014, by the May 15, 2014, filing date
applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Quarterly Report.  As a result, the
Company is still in the process of compiling required information
to complete the Quarterly Report and its independent registered
public accounting firm requires additional time to complete its
review of the financial statements for the period ended March 31,
2014, to be incorporated in the Quarterly Report.  The Company
anticipates that it will file the Quarterly Report no later than
the fifth calendar day following the prescribed filing date.

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.12
million in total assets, $18.65 million in total liabilities and a
$16.52 million total stockholders' deficit.

Sam Kan & Company, in Alameda, California, 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 generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ENDEAVOUR INTERNATIONAL: Stockholder Files Suit vs. Talisman
------------------------------------------------------------
Andrew E. Roth, a stockholder of Endeavour International
Corporation, filed a derivative suit against Talisman Realty
Capital Master, L.P., Talisman Group Investments, L.L.C., The
Talisman Group, L.L.C., Talisman Group Partners, L.L.C., Talisman
Family, L.L.C. and Jason Taubman Kalisman, alleging that Talisman
violated Sections 13 and 16 of the Securities Exchange Act of
1934.

The lawsuit alleges, inter alia, that Talisman failed to file a
Schedule 13D when it first acquired a 5 percent beneficial
ownership stake of the Company's common stock on July 10, 2013,
and that Talisman kept its stake a secret from the public and from
the Company for six months in violation of Section 13(d) of the
Exchange Act before it filed a Schedule 13D on Feb. 10, 2014.
Furthermore, the plaintiff claims that Talisman became the
beneficial owner of 10 percent of the Company's common stock on
Dec. 23, 2013, but until Feb. 11, 2014, failed to file a Form 3 as
required by Section 16(a) of the Exchange Act.  The lawsuit
alleges that Talisman garnered short-swing profits of at least
$1.5 million that are subject to disgorgement.

The Company is not affiliated or associated with the plaintiff.
The case is Roth v. Talisman Realty Capital Master, L.P., et al.,
Docket No. 1:14-cv-03440 (S.D.N.Y. May 12, 2014).

                    About Endeavour International

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

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.  As of March 31, 2014, the Company had
$1.53 billion in total assets, $1.49 billion in total liabilities,
$43.70 million in series C convertible preferred stock and a $5.93
million stockholders' deficit.

                           *     *     *

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

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


ENTRAVISION COMMUNICATIONS: S&P Revises Outlook & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Santa Monica, Calif.-based Spanish-language media company
Entravision Communications Corp. to positive from stable, and
affirmed its 'B+' corporate credit rating on the company.

Also, S&P raised its issue-level rating on the company's $30
million revolving bank loan due 2018 and $375 million term loan B
due 2020 to 'BB-' from 'B+'.  At the same time, S&P raised the
recovery rating on these debts to '2' from '3', indicating its
expectation of substantial (70%-90%) recovery for noteholders in
the event of a payment default.

"The outlook revision reflects the potential for an upgrade over
the upcoming 12 months if the company's leverage continues to
decline as a result of higher EBITDA and debt reduction," said
Standard & Poor's credit analyst Elton Cerda.

Standard & Poor's now assesses Entravision's financial risk
profile as "aggressive" rather than "highly leveraged" based on
S&P's expectation that debt leverage will stay between 4x to 5x
over the intermediate term.  S&P believes the company will
maintain "adequate" liquidity over the intermediate term,
supplemented by healthy cash balances.

Factors supporting S&P's assessment of Entravision's business risk
profile as "fair" include the company's exclusive long-term TV
affiliation agreements with Univision Communications Inc., its low
programming costs, favorable Hispanic demographic trends, and its
diversified portfolio of TV and radio station assets, which have
healthy audience ratings in top Hispanic markets.


EPAZZ INC: Delays First Quarter Form 10-Q
-----------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2014.

The Company has been unable to complete its Quarterly Report
within the prescribed time because of delays in completing the
preparation of its financial statements and its management
discussion and analysis.  Therefore, the Company requires
additional time in order to prepare and file its Form 10-Q.

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.19 million in total assets, $2.03 million in total
liabilities and a $842,019 total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


EVERYWARE GLOBAL: Moody's Cuts Corp. Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service downgraded Everyware Global, Inc.'s
Corporate Family and Probability of Default ratings to Caa1 from
B2, and Caa2-PD from B2-PD, respectively. Concurrently, Moody's
downgraded the senior secured credit facility rating to Caa1 from
B2. The rating outlook is negative. The speculative-grade
liquidity rating is affirmed at SGL-4. This completes the review
initiated on March 25.

The downgrade reflects the heightened probability of a near-term
default, given the company's weak liquidity, high leverage at 8
times (Moody's-adjusted) as of March 2014, and near-term need for
term lender forbearance on covenant default and ABL lender consent
to access additional liquidity.

EveryWare needs lender concessions to continue operations. The
company is in technical default on its covenants as of May 15,
2014 and has 10 business days to cure. The company also expects
not to be in compliance through 2014, and the credit agreement
currently allows for 2 consecutive equity cures. In addition, the
private equity sponsor's willingness to commit the full amount of
capital required for the cures (in addition to the $12 million
commitment already made) is uncertain, since Moody's anticipate
more than one cure will be needed (including $18.9 million for Q1
2014). Moreover, the company has only $4 million remaining ABL
availability (before triggering the fixed charge coverage ratio
test), which will not be sufficient to cover operating needs in
2014. In order to allow additional borrowing on the revolver,
EveryWare will need ABL lender consent to obtain an incremental
$20 million accordion as well as to waive the springing covenant.

Issuer: EveryWare Global, Inc.

Corporate Family Rating, downgraded to Caa1 from B2

Probability of Default Rating, downgraded to Caa2-PD from B2-PD

Speculative-grade liquidity, affirmed at SGL-4

Negative outlook

Anchor Hocking, LLC and Oneida, Ltd

$250 million senior secured term loan maturing in 2020,
downgraded to Caa1 (LGD 4, 56%) from B2 (LGD 4, 54%)

Ratings Rationale

The Caa1 CFR reflects the heightened probability of default given
the company's weak liquidity, high leverage at 8 times as of March
2014, and its failure to obtain a covenant amendment or waiver
over the past several months. Moody's expects that industry
challenges including high input costs and weak demand - which
resulted in negative EBITDA in Q1 2014 - will continue, causing
high leverage and weak liquidity in the next 12 months despite the
company's efforts to cut expenses. The rating also incorporates
EveryWare's small scale with revenue of under $450 million and
limited geographic diversification, as well as the high degree of
competition in the table top segment in the US. In addition, the
rating reflects the company's sensitivity to discretionary
consumer spending - and to the casual dining and leisure sectors
in particular -- and high fixed cost structure. These risk factors
are partially mitigated by EveryWare's recurring revenue model
through replacement purchases and portfolio of well-recognized
brands.

The negative outlook reflects Moody's expectation that liquidity
and operating performance will remain weak in 2014.

The ratings could be downgraded if EveryWare defaults, or if the
probability of default increases due to adverse developments in
its lender negotiations or further deterioration in operating
performance.

A ratings upgrade is unlikely in the near term in view of the
company's liquidity and operating performance. The outlook could
be stabilized if the company obtains a covenant amendment and
additional ABL availability on terms that would allow it to
achieve earnings growth and positive free cash flow generation
through operational restructuring and cost cuts over the next 12-
18 months.

EveryWare Global Inc. ("EveryWare") sells tableware, including
glasses, dishes, eating utensils, and cookware, primarily to the
mass retail and foodservice industries. The company's portfolio of
brands includes Anchor, Oneida, Sant'Andrea, Stolzle, Spiegelau,
Viners, Buffalo China and Sch"nwald. EveryWare is publicly traded
but majority-owned by private equity firm Monomoy Capital
Partners. Net sales for the twelve months ending March 31, 2014
were approximately $440 million.


FANNIE MAE: FHFA Releases 2014 Corporate Performance Goals
----------------------------------------------------------
Federal Housing Finance Agency Director Melvin L. Watt released
the 2014 corporate performance goals and related targets for
Fannie Mae and Freddie Mac, including the relative weighting of
each goal.  These corporate performance goals and targets are
referred to as the 2014 conservatorship scorecard.

A principal element of compensation for each of Fannie Mae's
officers who is identified as an "executive officer" in the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2013, other than Fannie Mae's Chief Executive Officer is deferred
salary, a portion of which is subject to reduction, or "at-risk,"
based on performance.  One half of Fannie Mae's executives' at-
risk deferred salary is subject to reduction based on the
company's performance against the 2014 conservatorship scorecard.
FHFA will have the primary role in determining whether Fannie Mae
has achieved the goals set forth in the 2014 conservatorship
scorecard, with input from management and the Company's Board of
Directors.

2014 Conservatorship Scorecard (Corporate Performance Goals)

For all Scorecard items, Fannie Mae & Freddie Mac (the
Enterprises) will be assessed based on the following criteria:
   * The extent to which the initiatives are undertaken in a safe
     and sound manner;
   * The quality, thoroughness, creativity, effectiveness, and
     timeliness of their work products;
   * Cooperation and collaboration with FHFA, Common
     Securitization Solutions, each other, and the industry;
   * The extent to which the outcomes of their activities support
     a competitive and resilient secondary mortgage market to
     support homeowners and renters;

   * The quality of the input provided to FHFA for periodic
     progress reports to the public.

A full-text copy of the 2014 Corporate Performance Goals is
availabel for free at http://is.gd/BroZKe

                          About Fannie Mae

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

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

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.


FOREVERGREEN WORLDWIDE: Posts $181,000 Net Income in Q1
-------------------------------------------------------
ForeverGreen Worldwide Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $181,052 on $10.53 million of net
revenues for the three months ended March 31, 2014, as compared
with a net loss of $211,455 on $2.69 million of net revenues for
the same period during the prior year.

As of March 31, 2014, the Company had $5.41 million in total
assets, $6.81 million in total liabilities and a $1.40 million
total stockholders' deficit.

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

                        http://goo.gl/pyM4IO

                   About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Forevergreen reported net income of $116,843 on $17.46 million of
net product revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $790,199 on $12.49 million of net product
revenues in 2012.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, 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 accumulated losses of
$35,247,620 and a working capital deficit of $2,366,781 at
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.


FUEL PERFORMANCE: Incurs $1.4 Million Net Loss in 2013
------------------------------------------------------
Fuel Performance Solutions, Inc., formerly known as International
Fuel Technology, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.39 million on $704,189 of net revenues for the year ended Dec.
31, 2013, as compared with a net loss of $1.92 million on $335,096
of net revenues during the prior year.

As of Dec. 31, 2013, the Company had $2.50 million in total
assets, $5.56 million in total liabilities and a $3.06 million
total stockholders' deficit.

MaloneBailey, LLP, in Houston, 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 suffered recurring loss from operations and has a
working capital deficit.  This factor raises substantial doubt
about the Company's ability to continue as a going concern.

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

                       http://is.gd/XkBqYl

Fuel Performance was unable to file its quarterly report on Form
10-Q for the period ended March 31, 2014, in a timely manner
without unreasonable effort or expense due to the Company's
limited labor resources and those resources being allocated to
completing a comprehensive annual report on Form 10-K for the
fiscal years ended Dec. 31, 2013, and 2012.

                      About Fuel Performance

Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion
engines, especially with respect to fuel economy and engine
cleanliness.  After the Company's incorporation, its initial focus
was product research and development, but over the past few years,
the Company's efforts have been directed to commercializing its
product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-
Series, for use with diesel fuel and bio-diesel fuel blends, by
focusing on marketing, sales and distribution efforts in
conjunction with our distribution partners.  On Feb. 5, 2014, the
Company changed its name from International Fuel Technology, Inc.,
to Fuel Performance Solutions, Inc.


FUSION TELECOMMUNICATIONS: Posts $1 Million Net Income in Q1
------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income applicable to common stockholders of
$1.02 million on $22.90 million of revenues for the three months
ended March 31, 2014, as compared with a net loss applicable to
commonstockholders of $1.69 million on $16.16 million of revenues
for the same period last year.

As of March 31, 2014, the Company had $69.69 million in total
assets, $58.51 million in total assets, and 11.18 million in total
stockholders' equity.

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

                        http://is.gd/Hqc8Ce

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.


FOUNDATION HEALTHCARE: Five Directors Elected at Annual Meeting
---------------------------------------------------------------
Foundation Healthcare, Inc.'s 2014 annual meeting of shareholders
was held on May 12, 2014, at which the shareholders:

   (1) elected Thomas Michaud, Stanton Nelson, Joseph Harroz, Jr.,
       Steven L. List, Robert A. Moreno, M.D., and Scott R.
       Mueller as directors;

   (2) approved an amendment of the Company's Restated Certificate
       of Incorporation to effect reverse stock split of the
       Company's outstanding common stock, par value $0.0001 per
       share, in the range of 1-for-3 to 1-for-10 shares, such
       ratio to be determined in the discretion of the Company's
       Board of Directors;

   (3) approve an amendment and restatement of the Company's 2008
       Long-Term Incentive Plan; and

   (4) approved the ratification of Hein & Associates LLP to serve
       as the independent registered public accounting firm of the
       Company for the year 2014.

                    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.


GENCO SHIPPING: Hires Kramer Levin as Counsel
---------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates seek
authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy
Court for the Southern District of New York to employ Kramer Levin
Naftalis & Frankel LLP as counsel, nunc pro tunc to Apr. 21, 2014
petition date.

Kramer Levin's services in connection with the Engagement will
include, without limitation, assisting, advising and representing
the Company with respect to these matters:

   (a) the administration of these cases and the exercise of
       oversight with respect to the Company's affairs, including
       all issues arising from or impacting the Company or the
       Chapter 11 Cases;

   (b) the preparation on behalf of the Company of necessary
       applications, motions, memoranda, orders, reports and other
       legal pleadings;

   (c) appearances in Court and at various meetings to represent
       the interests of the Company;

   (d) negotiating with the Company's secured lenders, as well as
       any creditors' committee appointed in the Chapter 11 Cases,
       other creditors, and third parties, for the benefit of the
       Company's estates;

   (e) communications with creditors and others as the Company may
       consider desirable or necessary; and

   (f) the performance of all other legal services for the Company
       in connection with the Chapter 11 Cases, as required under
       the Bankruptcy Code, the Bankruptcy Rules and the Local
       Rules, and the performance of such other services as are in
       the interests of the Company, including, without
       limitation, any general corporate legal services.

Kramer Levin will be paid at these hourly rates:

       Partners                $745-$1,100
       Counsel                 $805-$1,075
       Special Counsel         $745-$820
       Associates              $440-$815
       Legal Assistants        $280-$335

Kramer Levin will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Additionally, consistent with past practice and in recognition of
its long-standing relationship with the Debtors, Kramer Levin will
apply a voluntary 10% discount to its applicable standard hourly
billing rates for services provided during the Chapter 11 Cases.

In connection with the services Kramer Levin agreed to provide the
Company, Kramer Levin is holding a $500,000 retainer.

Adam C. Rogoff, Esq., partner of Kramer Levin, 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.

Kramer Levin can be reached at:

       Adam C. Rogoff, Esq.
       KRAMER LEVIN NAFTALIS & FRANKEL LLP
       1177 Avenue of the Americas
       New York, NY 10036
       Tel: (212) 715-9100
       Fax: (212) 715-8000

                   About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.


GENCO SHIPPING: Taps Blackstone as Financial Advisor
----------------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates seek
authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy
Court for the Southern District of New York to employ Blackstone
Advisory Partners L.P. as financial advisor, nunc pro tunc to Apr.
21, 2014 petition date.

The Debtors require Blackstone Advisory to:

   (a) assist in the evaluation of the Company's businesses and
       prospects;

   (b) assist in the development of the Company's long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Company's Board of Directors, various
       creditors and other third parties;

   (d) analyze the Company's financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of those
       stakeholders impacted by the Restructuring;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Company's Obligations;

   (g) evaluate the Company's debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Company and its
       creditors, suppliers, lessors and other interested parties;

   (i) value securities offered by the Company in connection
       with a Restructuring;

   (j) advise the Company and negotiate with lenders with
       respect to potential waivers or amendments of various
       credit facilities;

   (k) assist in arranging financing for the Company, as
       requested;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services; and

   (m) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation of
       a Restructuring, as requested and mutually agreed.

Blackstone Advisory's Engagement Letter provides for this
compensation structure:

   -- Monthly Fee.  The Company shall pay the Advisor a
      monthly advisory fee (the "Monthly Fee") of $175,000 in
      cash, with the first Monthly Fee paid upon the execution of
      the Engagement Letter by both parties and such additional
      installments of such Monthly Fee payable in advance on
      each monthly anniversary of the "Effective Date"
      (Dec. 10, 2013). Commencing with the fourth Monthly Fee, 50%
      of the Monthly Fee shall be credited against the
      Restructuring Fee when and if paid and commencing with the
      seventh Monthly Fee, 100% of the Monthly Fee shall be
      credited against the Restructuring Fee when and if paid (the
      "Crediting Mechanism").

   -- Capital Raising Fee.  The Company shall pay the Advisor a
      capital raising fee (the "Capital Raising Fee") calculated
      as 1.0% of the total issuance size for an affirmative debtor
      in possession financing facility and 5.0% of the issuance
      amount for an equity financing on new money raised from
      external parties who are not creditors of the Company.

   -- Restructuring Fee.  The Company shall pay a restructuring
      fee of $5,750,000 (the "Restructuring Fee") upon the
      consummation of a Restructuring and subject to the Crediting
      Mechanism.

   -- Expense Reimbursements.

      (1) In addition to the fees described above, the Company
          agrees to reimburse the Advisor for all reasonable and
          documented out-of-pocket expenses incurred during this
          engagement, including, but not limited to, travel and
          lodging, direct identifiable data processing, document
          production, publishing services and communication
          charges, courier services, working meals, reasonable
          fees and expenses of Advisor's external legal counsel
          (not to exceed $75,000 except as provided in the
          Indemnification Agreement without the Company's prior
          consent in its sole discretion) and other necessary
          expenditures, payable upon rendition of invoices setting
          forth in reasonable detail the nature and amount of such
          expenses.

      (2) Further, in connection with the reimbursement,
          contribution and indemnification provisions set forth in
          the Engagement Letter and Attachment A of the Engagement
          Letter (the "Indemnification Agreement"), which is
          incorporated herein by reference, the Company agrees to
          reimburse each Indemnified Party for all actual,
          reasonable and documented out-of-pocket expenses
          as they are incurred in connection with investigating,
          preparing, pursuing, defending, or otherwise responding
          to, or assisting in the defense of any action, claim,
          suit, investigation or proceeding related to, arising
          out of or in connection with the Engagement or the
          Indemnification Agreement, whether or not pending or
          threatened, whether or not any Indemnified Party is a
          party, whether or not resulting in any liability and
          whether or not such action, claim, suit, investigation
          or proceeding is initiated or brought by us.

As of the Petition Date, the Company does not owe the Advisor any
fees for services performed or expenses incurred under the
Engagement Letter.  According to the books and records of the
Company, during the 90-day period before the Petition Date, the
Advisor received approximately $885,637 for professional services
performed and expenses incurred.  Pursuant to the terms of the
Engagement Letter, the Advisor is paid monthly, in advance.  As of
the Petition Date, the Company had a credit balance of
approximately $110,833; such credit balance will be applied
against the Company's first post-petition invoice.

John James O'Connell III, senior managing director of Blackstone
Advisory, 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.

Blackstone Advisory can be reached at:

       John James O'Connell III
       THE BLACKSTON GROUP L.P.
       345 Park Avenue
       New York, NY 10154
       Tel: (212) 583-5000

                   About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.


GENCO SHIPPING: Wants to Hire GCG Inc as Administrative Agent
-------------------------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates ask
permission from the Hon. Sean H. Lane of the U.S. Bankruptcy Court
for the Southern District of New York to employ GCG, Inc. as
administrative agent, nunc pro tunc to Apr. 21, 2014 petition
date.

Pursuant to the Retention Agreement, subject to the Court's
approval, GCG will, among other things, if and to the extent
requested:

   (a) manage the preparation, compilation, and mailing of
       documents to creditors and other parties-in-interest in
       connection with the solicitation of a chapter 11 prepacked
       plan (a "Prepack Plan");

   (b) manage the publication of legal notices, as requested;

   (c) collect and tabulate votes in connection with any Prepack
       Plan filed by the Company and provide ballot reports to the
       Company and their professionals;

   (d) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (e) act as the Debtors' Subscription Agent for the rights
       offering under the Plan, including, but not limited to,
       coordinating with the Depository Trust Company and its
       participant brokers, collecting and processing
       subscriptions instructions and payments, opening and
       maintaining a bank account for the rights offering,
       coordinating the distribution of entitlement securities
       and cash, and any and all other services related to the
       rights offering; and

   (f) provide such other administrative services as the Court,
       the Clerk's Office, and the Company may require in
       connection with these Chapter 11 Cases.

GCG Inc will be paid at these hourly rates:

       Administrative, Mailroom and Claims Control     $45-$55
       Project Administrators                          $70-$85
       Project Supervisors                             $95-$110
       Graphic Support & Technology Staff              $100-$200
       Project Managers and Senior Project Managers    $125-$175
       Directors and Asst. Vice Presidents             $200-$295
       Vice Presidents and above                          $295

For this engagement, GCG Inc agrees to provide discounted hourly
rates as reflected above and to capt its highest hourly rate at
$295.  Expert services provided by Angela Ferrante and Craig
Johnson, the latter in connection with solicitation and tabulation
will be at a rate of $310 per hour.

GCG Inc will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Angela Ferrante, vice president of GCG Inc, 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.

GCG Inc can be reached at:

       Angela Ferrante
       GCG INC.
       1985 Marcus Ave.
       Lake Success, NY 11042
       Tel: (631) 470-1852
       E-mail: angela.ferrante@gcginc.com

                   About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.


GENCO SHIPPING: Hires Curtis Mallet-Prevost as Conflicts Counsel
----------------------------------------------------------------
Genco Shipping & Trading Limited and its debtor-affiliates ask for
permission from the Hon. Sean H. Lane of the U.S. Bankruptcy Court
for the Southern District of New York to employ Curtis Mallet-
Prevost, Colt & Mosle LLP ("Curtis") as conflicts counsel, nunc
pro tunc to Apr. 21, 2014 petition date.

Curtis' role in the Chapter 11 cases is limited to discrete
matters where it is inappropriate for Kramer Levin to assist the
Debtors due to the existence of an actual or potential conflict of
interest:

   (a) take necessary action to protect and preserve the Company's
       estates including prosecuting actions on behalf of the
       Company, defending any action commenced against the Company
       and representing the Company's interests in negotiations
       concerning litigation in which the Company is involved,
       including objections to claims filed against the Company's
       estates;

   (b) prepare, on behalf of the Company, applications, motions
       memoranda, orders, reports and other legal pleadings on
       matters as necessary for the Company;

   (c) appearance in Court and at various meetings on matters
       handled by Curtis;

   (d) to the extent not already handled by Kramer Levin, take any
       necessary action on behalf of the Company to resolve issues
       in connection with obtaining approval of a disclosure
       statement and confirmation of one or more chapter 11 plans;
       and

   (e) communications with creditors and other parties in interest
       on matters that the Company or Kramer Levin considers
       necessary for Curtis to handle.

Curtis will be paid at these hourly rates:

       Partners                   $650-$860
       Of Counsel                 $510-$730
       Associates                 $280-$600
       Legal Assistants           $180-$240
       Managing Clerk                $480
       Other Support Personnel    $70-$325

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

As set forth in a Declaration filed by Steven J. Reisman, member
of Curtis, the firm on Mar. 10, 2014, received an evergreen
retainer in the amount of $100,000 from the Company for services
to be performed in connection with the commencement and
prosecution of the Chapter 11 Cases and for the reimbursement of
reasonable and necessary expenses incurred in connection
therewith.  On Apr. 18, 2014, Curtis received $128,649.39 from the
Company for fees and expenses incurred in connection with
professional services rendered to the Company prior to the
petition date.  The amount of the retainer that Curtis continues
to hold as of the petition date is approximately $100,000.  Any
unused portion of the Retainer will be applied to Curtis' post-
petition fees and expenses incurred by Curtis in the Chapter 11
cases.

Mr. Reisman 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.

Curtis can be reached at:

       Steven J. Reisman, Esq.
       CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
       101 Park Avenue
       New York, NY 10178-0061
       Tel: (212) 696-6000
       Fax: (212) 697-1559

                   About Genco Shipping & Trading

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

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

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

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.


GENERAL MOTORS: To Recall Another 2.4 Million Vehicles
------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co.'s costs for repairing faulty vehicles hit $1.7
billion after the auto maker added another 2.4 million cars,
sport-utility vehicles and pickup trucks to this year's list of
recent safety recalls.

According to the report, the nation's largest auto maker has
disclosed 29 separate recalls since the start of the year covering
nearly 15.4 million vehicles world-wide -- equivalent to about
150% of its 2013 production.  Among the vehicles in the latest
recall are a small number of 2015 models, the report said.

GM shares fell 3.4% on May 20 as the company offered no answer to
whether it has completed its safety reviews and whether it would
have additional charges to earnings to clean up the quality
problems, the report related.  It finished off $1.18 at $33.07 in
4 p.m. trading on the same day, pennies above its $33 initial
public offering price, the report further 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.


GLOBAL GEOPHYSICAL: Panel Hires Greenberg Traurig as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Global
Geophysical Services Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to retain Greenberg Traurig, LLP as counsel to
the Committee, effective Apr. 9, 2014.

The professional services that the Committee expects that
Greenberg Traurig will be called upon to render include, but shall
not be limited to:

   (a) consulting with the Debtors' professionals or
       representatives concerning the administration of these
       cases;

   (b) preparing and reviewing pleadings, motions and
       correspondence;

   (c) appearing and being involved in proceeding before the
       Court;

   (d) providing legal counsel to the Committee in its
       investigation of the acts, conduct, assets, liabilities,
       and financial condition of the Debtors, the operation of
       the Debtors' businesses, and any other matters relevant to
       these cases;

   (e) analyzing the Debtors' proposed use of cash collateral and
       debtor-in-possession financing;

   (f) advising the Committee with respect to its rights, duties,
       and powers in these cases;

   (g) assisting the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such creditors;

   (h) assisting the Committee in its analysis of and negotiations
       with the Debtors or any third party concerning matters
       related to, among other things, the terms of a sale, plan
       of reorganization, or other conclusion of these cases;

   (i) assisting and advising the Committee as to its
       communications to the general creditor body regarding
       significant matters in these cases;

   (j) assisting the Committee in determining a course of action
       that best serves the interests of the unsecured creditors;
       and

   (k) performing such other legal services as may be required
       under the circumstances of these cases and are deemed to be
       in the interests of the Committee in accordance with the
       Committee's powers and duties as set forth in the
       Bankruptcy Code.

Greenberg Traurig will be paid at these hourly rates:

       Clifton R. Jessup, Jr.           $860
       Shari L. Heyen                   $725
       Bryan L. Elwood                  $580
       David R. Eastlake                $400
       Paralegals                       $265

Greenberg Traurig will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Greenberg Traurig has agreed to reduce its standard hourly rates
charged in these cases by 10%, which is a significant and
substantial discount.  Other attorneys and paralegals will render
services to the Committee as needed but on a limited basis at
their then standard hourly rates, subject to the above-mentioned
10% discount

Clifton R. Jessup, Jr., shareholder of Greenberg Traurig, 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.

Greenberg Traurig can be reached at:

       Clifton R. Jessup, Jr., Esq.
       GREENBERG TRAURIG, LLP
       2200 Ross Avenue, Suite 5200
       Dallas, TX 75201
       Tel: +1 (214) 665-3638
       Fax: +1 (214) 665-5938
       E-mail: jessupc@gtlaw.com

             About Global Geophysical, Autoseis et al.

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

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

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

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

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GLYECO INC: Incurs $3.4 Million Net Loss in First Quarter
---------------------------------------------------------
Glyeco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
available to common stockholders of $3.43 million on $1.65 million
of net sales for the three months ended March 31, 2014, as
compared with a net loss available to common stockholders of
$478,928 on $1.23 million of net sales for the same period last
year.

As of March 31, 2014, the Company had $14.51 million in total
assets, $2.67 million in total liabilities and $11.84 million in
total stockholders' equity.

"We're pleased to report yet another great quarter of revenue
growth," stated John Lorenz, CEO of GlyEco.  "A main focus for us
remains expansion of our infrastructure, and while the severe
weather during the first quarter in many regions slowed this
progress, we continued to move forward upgrading our facilities as
efficiently as circumstances allowed."

Lorenz continued, "One of our major infrastructure accomplishments
in the first quarter was the completed relocation and initial
build-out of our Minneapolis processing center.  We now have a
state-of-the-art facility employing GlyEco Technology(TM) to
service a diversity of waste glycol, including used anti-freeze,
used heat transfer fluids, used aircraft de-icing fluids and waste
ethylene oxide from medical sterilization.  We have increased the
plants processing capacity 248%, and with enhancements underway,
we anticipate boosting capacity an additional 800% during second
quarter."

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

                        http://goo.gl/Rh7tl7

                         About GlyEco, Inc.

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

GlyeCo reported a net loss of $4.01 million on $5.53 million of
net sales for the year ended Dec. 31, 2013, as compared with a net
loss of $1.86 million on $1.26 million of net sales in 2012.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


GLYECO INC: Revenues Increased 34% Year-Over-Year
-------------------------------------------------
GlyEco, Inc., announced its financial results for the first
quarter ended March 31, 2014.

"We're pleased to report yet another great quarter of revenue
growth," stated John Lorenz, CEO of GlyEco.  "A main focus for us
remains expansion of our infrastructure, and while the severe
weather during the first quarter in many regions slowed this
progress, we continued to move forward upgrading our facilities as
efficiently as circumstances allowed."

Lorenz continued, "One of our major infrastructure accomplishments
in the first quarter was the completed relocation and initial
build-out of our Minneapolis processing center.  We now have a
state-of-the-art facility employing GlyEco Technology(TM) to
service a diversity of waste glycol, including used anti-freeze,
used heat transfer fluids, used aircraft de-icing fluids and waste
ethylene oxide from medical sterilization.  We have increased the
plants processing capacity 248%, and with enhancements underway,
we anticipate boosting capacity an additional 800% during second
quarter."

Consolidated revenues increased 34% to approximately $1.7 million
in the first quarter, up from revenues of approximately $1.2
million in year-ago period, while gross profit decreased 113% to a
loss of $8,000.  The decrease in gross profit was due in part to
equipment purchases related to plant upgrades that were expensed
in the quarter. The Company anticipates gross margins will
increase to historical averages moving forward.

Net equipment assets increased 31% to $7.2 million (after
depreciation) for the quarter ended March 31, 2014, compared to
net equipment assets of approximately $5.5 million for the year
ended Dec. 31, 2013.

Total stockholders' equity increased 6% to $11.9 million for the
quarter ended March 31, 2014, compared to $11.2 million for the
year ended Dec. 31, 2013.

GlyEco hosted a conference call on Thursday, May 15th, with CEO
John Lorenz and CFO Alicia Williams Young at 1:15 p.m. Eastern
time (10:15 a.m. Pacific time).

A replay of the call will be available for two weeks from 7:30
p.m. ET on May 15, 2014, until 11:59 p.m. ET on May 29, 2014.  The
number for the replay is (877) 870-5176, or (858) 384-5517 for
international calls; the passcode for the replay is 4683754.

                          About GlyEco, Inc.

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

GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012.and a net loss of $592,171 in 2011.  As of
Dec. 31, 2013, the Company had $15.69 million in total assets,
$3.34 million in total liabilities, $1.17 million in mandatorily
redeemable series AA convertible preferred stock, and $11.18
million in total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


GREENBRIER COS: S&P Raises CCR to 'BB-'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Lake Oswego, Ore.-based Greenbrier Cos.
Inc. (Greenbrier) to 'BB-' from 'B+'.  The outlook is stable.

"The upgrade reflects Greenbrier's good operating performance and
improved credit measures," said Standard & Poor's credit analyst
Svetlana Olsha.

Although S&P believes that Greenbrier's exposure to the highly
cyclical railcar manufacturing industry will continue to result in
volatile revenues and profits over the business cycle, a somewhat
broadened product mix could help reduce profit volatility in the
next industry downturn.  S&P expects debt to EBITDA for the
company's manufacturing operations will remain less than 3x in
periods of relatively favorable market conditions.

S&P distinguishes between Greenbrier's manufacturing and leasing
activities, and determine separate business risk and financial
risk assessments. Greenbrier is exposed to the highly cyclical and
competitive railcar manufacturing industry, pricing pressures,
high customer concentration, and lower profitability than that of
peers.  It's one of the major railcar manufacturers in North
America, with an approximately 20% market share, and in Europe,
with a 10%-15% market share.  In North America, the company has a
strong position in the double-stack intermodal segment, a good
position in conventional railcars, and expanding tank car
capabilities.  Key competitors include Trinity Industries Inc. and
American Railcar Industries Inc.


GREEN EARTH: Incurs $5.5 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $5.51 million on $1.39 million of net sales for the
three months ended March 31, 2014, as compared with a net loss of
$2.17 million on $2.03 million of net sales for the same period
during the prior year.

For the nine months ended March 31, 2014, the Company reported a
net loss of $5.61 million on $3.15 million of net sales as
compared with a net loss of $7.15 million on $5.39 million of net
sales for the same period last year.

The Company's balance sheet at March 31, 2014, showed $10.30
million in total assets, $26.76 million in total liabilities and a
$16.46 million total stockholders' deficit.

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

                        http://goo.gl/N0CJv1

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.  The Company's balance sheet at Dec. 31, 2013,
showed $8.44 million in total assets, $21.40 million in total
liabilities and a $12.95 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.


GREYSTONE LOGISTICS: William Pritchard Holds 6.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, William W. Pritchard disclosed that as of May 6, 2014,
he beneficially owned 1,832,503 shares of common stock of
Greystone Logistics, Inc., representing 6.88 percent of the shares
outstanding.  On May 6, 2014, Mr. Pritchard was issued 125,000
shares of the Company's Common Stock.  The shares were issued in
connection with options exercised by Mr. Pritchard at a strike
price of $0.40 per share.  A copy of the regulatory filing is
available for free at http://is.gd/whd4CS

                    About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.79 million on $24.08 million
of sales for the year ended May 31, 2013, as compared with net
income of $2.49 million on $24.15 million of sales during the
prior fiscal year.  As of May 31, 2013, the Company had $12.04
million in total assets, $16.08 million in total liabilities and a
$4.03 million total deficit.


GSE ENVIRONMENTAL: U.S. Trustee Appoints 3-Member Creditors' Panel
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that she has
appointed an official committee of unsecured creditors in the
Chapter 11 cases of GSE Environmental, Inc., and its debtor
affiliates.

The Committee members are:

   (1) Ralph and Sonya Brown
       c/o Jeffrey V. Mansell, Esq.
       GOLDBERG, PERSKY & WHITE, P.C.
       1030 Fifth Avenue
       Pittsburgh, PA 15219
       Phone: (412) 471-3980
       Fax: (412) 471-8308

   (2) Formosa Plastic Corp. USA
       Attn: John Rocktoff
       9 Peach Tree Hill Road
       Livingston, NJ 07039
       Phone: (973) 716-7294
       Fax: (973) 716-745

   (3) Total Petrochemicals & Refining USA, Inc.
       Attn: Lisa Carpenter
       1201 Louisiana Street, Suite 1800
       Houston, TX 77002
       Phone: (713) 483-5000
       Fax: (713) 483-5466

Formosa Plastic and Total Petrochemicals are owed about $4 million
and $770,000, respectively, according to the Debtors' list of
largest unsecured creditors.

The Committee's proposed counsel are:

       Kurt F. Gwynne, Esq.
       Kimberly E. C. Lawson, Esq.
       Joseph M. Grieco, Esq.
       REED SMITH LLP
       1201 N. Market Street, Suite 1500
       Wilmington, DE 19801
       Telephone: (302) 778-7500
       Facsimile: (302) 778-7575
       Email: kgwynne@reedsmith.com
              klawson@reedsmith.com
              jgrieco@reedsmith.com

          -- and --

       Claudia Z. Springer, Esq.
       REED SMITH LLP
       Three Logan Square
       Suite 3100
       1717 Arch Street
       Philadelphia, PA 19103
       Phone: (215) 851-8100
       Facsimile: (215) 851-1420
       Email: cspringer@reedsmith.com

                     About GSE Environmental

GSE Environmental -- http://www.gseworld.com-- is a global
manufacturer and marketer of geosynthetic lining solutions,
products and services used in the containment and management of
solids, liquids and gases for organizations engaged in waste
management, mining, water, wastewater and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the US,
Chile, Germany, Thailand, China and Egypt.

GSE Environmental, Inc. and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on
May 4, 2014 as part of a restructuring support agreement with
their lenders.  The Debtors are seeking joint administration of
their Chapter 11 cases.

GSE announced an agreement with its lenders to restructure its
balance sheet by converting all of its outstanding first lien debt
to equity, leaving the Company well-positioned for long-term
growth and profitability.

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent.

Cantor Fitzgerald Securities as agent for a consortium of DIP
lenders is represented by Nathan Z. Plotkin, Esq., at Shipman &
Goodwin LLP, in Hartford, Connecticut.  The DIP Lenders are
represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and
and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in
New York.  The local Delaware counsel to the DIP Lenders and the
DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

GSE Environmental's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.


GUIDED THERAPEUTICS: Incurs $1.6 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.56 million on $19,000 of contract and grant
revenue for the three months ended March 31, 2014, as compared
with a net loss of $1.81 million on $167,000 of contract and grant
revenue for the same period during the prior year.

As of March 31, 2014, the Company had $2.59 million in total
assets, $3.86 million in total liabilities and a $1.27 million
total stockholders' deficit.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q.

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

                        http://goo.gl/FZo1n8

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


HALLWOOD GROUP: Incurs $4.8 Million Net Loss in First Quarter
-------------------------------------------------------------
The Hallwood Group Incorporated reported a net loss of $4.81
million on $24.12 million of revenue for the three months ended
March 31, 2014, as compared with a net loss of $1.34 million on
$31.28 million of revenue for the same period in 2013.

Merger Update

The Company previously reported that it entered into an Agreement
and Plan of Merger, dated as of June 4, 2013, by and among the
Company, Hallwood Financial Limited, and HFL Merger Corporation,
as amended.

As reported on Feb. 7, 2014, the Company had reached a settlement
in a purported class and derivative action relating to the
transactions contemplated by the Merger Agreement which, subject
to court approval, increased the merger consideration by $3.00 per
share, from $10.00 per share to $13.00 per share, less any
incentive fee and attorneys' fees that may be awarded by the
Court.

On March 25, 2014, a public hearing was held at which the Delaware
Court of Chancery considered the fairness and adequacy of the
settlement and the applications of the plaintiff and his counsel
for an incentive fee and attorney's fee awards.  On March 28,
2014, the Delaware Court issued an order approving the settlement,
including an incentive fee of $10,000 and attorneys' fees of
$310,000, which is deducted from the $13.00 per share merger
consideration, resulting in a final merger consideration of $12.39
per share.

The Company's stockholders will be asked to consider and vote on a
proposal to adopt the Merger Agreement at a special meeting of
stockholders scheduled for May 15, 2014.  In connection therewith,
in April 2014, the Company filed with the Securities and Exchange
Commission and furnished to the Company's stockholders a proxy
statement and other relevant documents.  The Company expects that
the Merger will close in the second quarter of 2014.

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

                         http://is.gd/MQSSlF

                         About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

The Hallwood Group incurred net loss of $2.40 million on $129.23
million of textile products sales for the year ended Dec. 31,
2013, as compared with a net loss of $17.94 million on $130.52
million of textile products sales in 2012.  The Company incurred a
net loss of $6.33 million in 2011.

The Company's balance sheet at Dec. 31, 2013, shows $62.12 million
in total assets, $23.33 million in total liabilities and $38.78
million in total stockholders' equity.

Deloittee & Touche LLP, in Dallas, Texas, issued a "going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to fund the Company's ongoing operations and
obligations.  These conditions raise substantial doubt about its
ability to continue as a going concern.


HARVEST MONROVIA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Harvest Monrovia Business Center, LLC
        7762 Wall Triana Hwy
        Harvest, AL 35749

Case No.: 14-81348

Chapter 11 Petition Date: May 15, 2014

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

Judge: Hon. Jack Caddell

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

Total Assets: $1.01 million

Total Liabilities: $376,848

The petition was signed by Wayne Self, member.

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


HILLMAN GROUP: Hillman Acquisition No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's says CCMP Capital Advisors' acquisition of Hillman Group,
Inc. is potentially credit negative, to the extent it results in
increased leverage. However, it does not immediately impact the
company's B2 corporate family rating or stable outlook as the
structure of the transaction, including terms and conditions of
any related financing, has not yet been announced.

The Hillman Group, Inc., headquartered in Cincinnati, OH, is a
product and services provider in the hardware and home improvement
industry. The company sells hardware including fasteners, rods,
keys, tags and signs to retailers in the North and South Americas
as well as in Australia, and provides related services including
installing and maintaining key duplication and engraving machines.
Since the May 28, 2010 buyout, Hillman has been owned by private
equity firm Oak Hill Capital Partners. In the last twelve months
ended March 31, 2014, the company generated approximately $713
million in revenues.


HOLLAND HOME: Fitch Affirms BB+ Rating on Kentwood Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Kentwood Economic Development Corporation (MI) revenue bonds
issued on behalf of Holland Home Obligated Group:

-- $50.23 million, series 2012;
-- $34.04 million series 2006A.

The Rating Outlook has been revised to Positive from Stable.

Key Rating Drivers

Continued Financial Strengthening: The Positive Outlook reflects
the improvement in Holland Home's financial profile, specifically
capital and liquidity ratios as well as sustained improvements in
occupancy and entrance fee generation in its independent living
units (ILUs).  An upgrade is possible over the next one to two
years if liquidity continues to improve and debt service coverage
remains at 'BBB' category levels.

Stable Operating Performance: Holland Home's operating trend over
the past three years has been very stable with incremental
improvement in operating profitability metrics.  Net entrance fee
receipts increased in 2013, reflecting an improving real estate
market and increased activity and interest from potential
residents.  Focus on managing expenses and diversifying its
revenue stream, including home health and hospice care; have also
led to solid operations.

Improving But Light Liquidity Metrics: Holland Home's liquidity
indicators remain light but are approaching the 'BBB' category
medians. At March 31, 2014, days cash on hand of 205.8, cash to
debt of 36% and cushion ratio of 5.1x are approaching the 'BBB'
category medians.

MANAGEABLE DEBT BURDEN: While maximum annual debt service (MADS)
increases to $8.5 million in 2033, debt service is level at about
$7.6 million from 2014 through 2032, which equates to a moderate
9.5% of fiscal 2013 total revenues and coverage of 2.4x in fiscal
2013.

Rating Sensitivities

Further Improvement In Liquidity: Upward rating movement is
possible over the next two years if liquidity metrics continue to
improve and move closer to the 'BBB' category level.  In addition,
Fitch expects Holland Home to maintain solid profitability and
debt service coverage ratios in line with the 'BBB' category
median.

Security

Debt payments are secured by a revenue pledge of the obligated
group (OG), a first mortgage lien on certain property, and a debt
service reserve fund.

Credit Profile

Holland Home is a type-B CCRC that operates three campuses of
multi-level senior housing in Grand Rapids, MI, providing a total
of 723 ILUs and cottages, 435 assisted living and dementia units,
20 residential hospice units and 241 nursing beds.  Total
operating revenues in fiscal 2013 were $75.3 million (December 30
fiscal year-end).

The Positive Outlook reflects Holland Home's improved occupancy,
which has led to better liquidity and debt metrics.   The 'BB+'
rating reflects Holland Home's good operating performance,
moderate debt burden and adequate debt service coverage, which are
somewhat tempered by weak liquidity metrics.

Stable Operating Performance

Over the last four fiscal years, Holland Home has maintained
steady operating performance.  Operating ratio and net adjusted
operating margin improved in fiscal 2013 compared to the prior
year reflecting improved occupancy, focus on expenses and improved
payor mix. Adjusted net operating margin in fiscal 2013 was 15.4%,
up from 13.1% in fiscal 2012 and 11.9% in fiscal 2011.  Net
entrance fees in fiscal 2013 were improved to $8.02 million from
$6.07 million in fiscal 2012 and $3.40 million in fiscal 2011.
The improved entrance fee receipts reflect stabilization in the
area real estate market.  Management reported 79 sales in fiscal
2013. Although net entrance fee receipts are down at March 31,
2014 at $730,000 versus $1.1 million the same time the prior year,
management reports 28 sales as of May 2014 and expects to sell 70
units in fiscal 2014.  ILU occupancy has stabilized and was solid
at 91.6% at March 31, 2014, compared to average occupancy of 90%
in fiscal 2012 and 89.7% in fiscal 2011.  Holland Home is
budgeting $7.2 million in entrance fee receipts in fiscal 2014 and
a 16.7% adjusted net operating margin ratio.

Manageable Debt Burden

Holland Home's debt burden is moderate. While MADS increases to
$8.5 million in 2033, Fitch uses $7.6 million for analytical
purposes, which reflects level debt service from 2014-2032 and
equates to a moderate 9.5% of fiscal 2013 revenue compared to the
'BBB' category median of 12.4%.  In 2013, Holland Home generated
2.1x coverage of MADS and 2.4x actual annual debt service
coverage, which is an improvement from 1.7x in fiscal 2012 and
1.4x in fiscal 2011.  Revenue only actual debt service coverage in
fiscal 2013 was strong at 1.3x reflecting Holland Home's
diversified revenue stream.  Debt service coverage at March 31,
2014 (three month interim) is down slightly to 1.4x but Holland
Home is budgeting 2.16x debt service coverage ratio for fiscal
2014, which Fitch believes is manageable.  However, Fitch does not
believe Holland Home has additional debt capacity at a higher
rating level.

At March 31, 2014 Holland Home's unrestricted cash and investments
equaled $38.9 million, which equates to 205.8 days cash on hand,
36% cash to debt and 5.1x cushion ratio, which are still light but
getting closer to the respective 'BBB' category medians of 371.3
days, 58.9% and 6.9x.  Fitch acknowledges debt to expenses is
light compared to the 'BBB' median but continued improvement to
cash to debt and cushion ratio over the near term would position
Holland Home for positive rating movement.

Holland Home is in the process of long-term planning and is
assessing how to keep up with the changing healthcare market.
Plans for ALU construction on the Breton Woods Campus are underway
and will likely occur in the near term.  Management expects the
project to cost about $9-10 million, which will be financed by a
combination of donations and cash.  Management expects to spend
about $1-2 million per year for the next few years in addition to
the $4.5 million on routine capital if this project is approved by
the board.  Fitch does not expect this project to significantly
affect financial metrics.

Holland Home's debt structure consists of 77% natural fixed-rate
and 23% direct bank-placed variable-rate bonds.  The series 2012
financing moderated Holland Home's capital structure risk by
replacing certain variable-rate debt with natural fixed-rate debt.
However, Fitch believes the $24.9 million of bank-placed mandatory
tender bonds subjects the organization to an elevated level of
remarketing and interest rate risk because of its light liquidity.
The swap portfolio consists of seven separate swap transactions
including three floating- to fixed-rate swap agreements and four
basis swap agreements with three different counterparties.  The
floating- to fixed-rate swaps are structured as hedges to convert
Holland Home's variable-rate debt to a synthetic fixed-rate
obligation.

The total notional value of the swaps is approximately $86.5
million, and each of the amortizations on the swaps matches a
specific series of bonds.  At March 31, 2014, the mark-to-market
on all the swaps was negative $9.5 million with the largest
individual swap valuation being negative $3.1 million.  There is
no collateral posting requirement but under certain of the swap
agreements, Holland Home is exposed to involuntary termination as
a result of a below 'BB' rating.

Continuing Disclosure

Under the Continuing Disclosure Agreement, Holland Home covenants
to provide audited financial statements and utilization statistics
within 180 days of each fiscal year-end and quarterly interim
financial statements and utilizations within 60 days of each
fiscal quarter-end.  Holland Home's disclosure to Fitch has been
excellent in terms of content and timeliness.


HOSTESS BRANDS: Rejects Contracts Not Part of Wind-Down Plan
------------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain has issued an order
authorizing Old HB Inc., formerly known as Hostess Brands, Inc.,
to reject executory contracts and unexpired leases deemed
unnecessary to implement the wind-down plan.  A copy of the list
of rejected contracts and leases is available for free at:

                        http://is.gd/62sbPP

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


ICTS INTERNATIONAL: Incurs $3.4 Million Net Loss in 2013
--------------------------------------------------------
ICTS International, N.V., filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing a
net loss of $3.43 million on $125.70 million of revenue for the
year ended Dec. 31, 2013, as compared with a net loss of $9.01
million on $96.75 million of revenue during the prior year.

As of Dec. 31, 2013, the Company had $29.13 million in total
assets, $69.49 million in total liabilities and a $40.35 million
total shareholders' deficit.

Management believes that the Company's operating cash flows and
related party/third party financing activities will provide it
with sufficient funds to meet its obligations and execute its
business plan for the next twelve months.

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 a history of recurring losses from continuing
operations, negative cash flows from operations and a working
capital and shareholders' deficit.  Collectively, these conditions
raise substantial doubt about 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/PyzQt2

                     About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.


IKANOS COMMUNICATIONS: Has $10.3-Mil. Loss for Q1 Ended Mar. 30
---------------------------------------------------------------
Ikanos Communications, Inc., filed a quarterly report on Form 10-
Q, disclosing a net loss of $10.3 million on $14.51 million of
revenue for the three months ended March 30, 2014, compared with a
net loss of $4.42 million on $26.15 million of revenue for the
quarter ended March 31, 2013.

The Company's balance sheet at March 30, 2014, showed $60.22
million in total assets, $24.03 million in total liabilities, and
stockholders' equity of $36.19 million.

As a result of the Company's recurring losses from operations, the
need to stay in compliance with certain debt covenants, and the
potential need for additional financing to fund its operating and
capital requirements, there is uncertainty regarding the Company's
ability to maintain liquidity sufficient to operate its business
effectively, which raises substantial doubt as to the Company's
ability to continue as a going concern.

A copy of the Form 10-Q is available:

                       http://is.gd/DvI9Hc

                   About Ikanos Communications

Ikanos Communications, Inc. (Ikanos) is a provider of advanced
broadband semiconductor and integrated firmware products for the
digital home.  The Company's broadband digital subscriber line
(DSL), communications processors and other offerings power access
infrastructure and customer premises equipment (CPE) for many of
the network equipment manufacturers and telecommunications service
providers.  The Company's products are at the core of digital
subscriber line access multiplexers (DSLAMs), optical network
terminals (ONTs), concentrators, modems, voice over Internet
Protocol (VoIP) terminal adapters, integrated access devices
(IADs) and residential gateways (RGs).  The Company's products
have been deployed by service providers in Asia, Europe and North
and South America.


IMPLANT SCIENCES: Incurs $4.9 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.93 million on $2.70 million of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$5.33 million on $1.26 million of revenues for the same period in
2013.

For the nine months ended March 31, 2014, the Company reported a
net loss of $15.34 million on $7.02 million of revenues as
compared with a net loss of $21.81 million on $9.61 million of
revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $5.84
million in total assets, $62.12 million in total liabilities and a
$56.28 million total stockholders' deficit.

                         Bankruptcy Warning

"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources.  There can be no assurances that we
will achieve our forecasted financial results or that we will be
able to raise additional capital to operate our business.  Any
such failure would have a material adverse impact on our liquidity
and financial condition and could force us to curtail or
discontinue operations entirely.  Further, upon the occurrence of
an event of default under certain provisions of our agreements
with DMRJ and BAM, we could be required to pay default rate
interest equal to the lesser of 2.5% per month and the maximum
applicable legal rate per annum on the outstanding principal
balance outstanding.  The failure to refinance or otherwise
negotiate further extensions of our obligations to DMRJ and under
the senior secured promissory notes for which BAM is the agent
would have a material adverse impact on our liquidity and
financial condition and could force us to curtail or discontinue
operations entirely and/or file for protection under bankruptcy
laws," the Company said in the Quarterly Report.

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

                         http://is.gd/sgSbUj

                       About Implant Sciences

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

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 23, 2013, the
Company's principal obligation to its primary lender was
approximately $42,297,000 and accrued interest of approximately
$6,562,000.  The Company is required to repay all borrowings and
accrued interest to this lender on March 31, 2014.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


INTERNATIONAL LEASE: S&P Lowers Unsecured Debt Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
International Lease Finance Corp. (ILFC) after its May 14, 2014,
acquisition by competitor AerCap Holdings N.V. (BB+/Stable/--).
S&P lowered its issue-level ratings on ILFC's unsecured debt to
'BB+' from 'BBB-' and assigned a '3' recovery rating, reflecting
AerCap as the new obligor, and lowered S&P's preferred stock
rating to 'B+' from 'BB'.  S&P also affirmed its 'BBB-' issue-
level ratings on ILFC's secured debt and assigned a '2' recovery
rating.  S&P removed all ratings from CreditWatch, where it placed
them with negative implications on Dec. 16, 2013.  At the same
time, S&P withdrew its 'BBB-' corporate credit rating on ILFC.

"The rating actions reflect ILFC's becoming a wholly owned
subsidiary of AerCap and AerCap assuming and guaranteeing ILFC's
outstanding debt," said Standard & Poor's credit analyst Betsy
Snyder.


IRONSTONE GROUP: Shea Ventures Exercises 187,296 Shares Warrant
---------------------------------------------------------------
Shea Ventures, LLC, exercised its March 31, 2012, warrant to
purchase 187,296 shares of Ironstone Group, Inc., for a total
price of $1.

                       About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.

The Company's balance sheet at Sept. 30, 2013, showed
$1.10 million in total assets, $1.59 million in total liabilities
and a $488,769 total stockholders' deficit.

Madsen & Associates CPA's, Inc., in Murray, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have the necessary working capital for
its planned activity, which raises substantial doubt about its
ability to continue as a going concern.

As reported by the TCR on Jan. 14, 2014, Madsen & Associates was
dismissed by Ironstone.  The Company engaged Burr Pilger Mayer,
Inc., as its new independent registered public accounting firm.


IZEA INC: Incurs $569,000 Net Loss in First Quarter
---------------------------------------------------
Izea, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$569,311 on $1.95 million of revenue for the three months ended
March 31, 2014, as compared with a net loss of $883,830 on $1.38
million of revenue for the same period during the previous year.

The Company's balance sheet at March 31, 2014, showed $13.16
million in total assets, $16.44 million in total liabilities and a
$3.27 million total stockholders' deficit.

"Our cash position was $11,249,931 as of March 31, 2014 as
compared to $530,052 as of December 31, 2013, an increase of
$10,719,879 primarily as a result of proceeds received from a
private placement we completed in February 2014.

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

                        http://goo.gl/Tvzi1q

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA, Inc., reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during the
prior year.

Revenue increased 82 percent to a record $1.96 million during the
fourth quarter of 2013 compared to the same quarter in 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, did not issue
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  Cross, Fernandez &
Riley, in their report on the consolidated financial statements
for the year ended Dec. 31, 2012, expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and had a negative working capital and
an accumulated deficit at Dec. 31, 2012.


J.C. PENNEY: Secures Commitment for $2.35 Billion Credit Facility
-----------------------------------------------------------------
Erin McCarthy, writing for The Wall Street Journal, reported that
J.C. Penney Co. provided additional details Monday on its new
credit facility, a step aimed at further shoring up its cash.

According to the report, citing a regulatory filing with the
Securities and Exchange Commission, the company said that its
subsidiary J.C. Penney Corp. Inc. had entered into a commitment
letter with several banks for a $2.35 billion senior secured
revolving credit and term loan facility.

The company had announced that it had obtained the credit facility
to replace an existing $1.85 billion bank line, the report
related.  The new facility will give the company an additional
$500 million in borrowing capacity, it said, the report further
related.  Penney expects to end the year with more than $2 billion
in cash, the report said.

The banks providing the credit facility include Wells Fargo
Securities LLC; Wells Fargo Bank; National Association; Bank of
America; Merrill Lynch, Pierce, Fenner & Smith Incorporated; J.P.
Morgan Securities LLC; JPMorgan Chase Bank; Barclays Bank PLC and
Goldman Sachs Bank USA, the Journal added, citing the filing.

                         About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

The Troubled Company Reporter, on March 5, 2014, reported that
Standard & Poor's Ratings Services revised its outlook on J.C.
Penney Co. Inc. to stable from negative.  At the same time, S&P
affirmed all other ratings, including the 'CCC+' corporate credit
rating, on the company.


J.C. PENNEY: Fitch Affirms 'CCC' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'CCC'
and assigned a Positive Outlook.

Key Rating Drivers

The ratings continue to reflect the material deterioration in J.C.
Penney's business over the past two years with revenue down over
30% to $11.9 billion and operating EBITDA loss of $630 million
versus a revenue base of $17.3 billion and positive EBITDA of $1.3
billion in 2011.  While the business is beginning to show some
positive traction, the road to recovery remains highly uncertain
and it is too early to ascertain whether the company will see a
sustainable improvement in its business over the next 24 months to
36 months to a level where it can internally fund its operations
and debt maturities.

The Positive Outlook reflects J.C. Penney's recently improved
liquidity profile following a number of actions it has taken over
the past few months.  On May 15, 2014, J.C. Penney announced it is
upsizing its credit facility from $1,850 million to $2,350 million
during 2Q'14, providing another $0.5 billion liquidity cushion
during peak seasonal needs.

In addition, the company reduced SG&A expenses by almost $300
million in the fourth quarter of 2013 (4Q'13) versus Fitch's
expectation that expenses would be flat.  Overall expenses are
expected to be flat in 2014 relative to the lower 2013 expense
structure.  Finally, capex is projected at $250 million in 2014.
While the $250 million level is not sustainable over the long
term, Fitch views the projected level of $250 million to $300
million level as adequate for the next two to three years given
the uplift of the entire store base from the major remodels
conducted in 2012/2013.

First-quarter comps came in at +6.2%, providing early indications
that J.C. Penney's business is beginning to turn the corner with
the reintroduction of promotions, key private brands and other
remerchandising initiatives such as beefing up the basics offering
and revamping the home department.  However, the recovery is
expected to remain slow given the overall weak sales and pricing
environment.  Gross margin at 33.1% improved sequentially and was
up over 220 basis points (bps) versus the year ago period but
remains well below pre-2012 levels of 40%-41%.

For 2014, Fitch expects mid-single digit comps and gross margin in
the mid-30%.  Given the lower expense structure, Fitch expects
J.C. Penney to generate EBITDA in the $250 million to $300 million
range.  With EBITDA expected to be negative the first three
quarters, the ability to generate projected EBITDA will be
dependent on sustaining mid-single digit comps and 35% to 36%
gross margin during the important holiday season in 4Q.

Free cash flow (FCF) is expected to be in the range of negative
$200 million to $250 million in 2014 assuming a working capital
benefit of approximately $100 million.  However, worse-than-
expected comps and/or high inventory levels could result in a
lower-than-expected gross margin and working capital being a use
of funds.

Trough liquidity (between cash on hand and availability on the
revolver) in late October to mid-November is expected to be around
$1.3 billion with year-end liquidity of approximately $1.9 billion
to $2.1 billion.

This should provide sufficient liquidity to fund the 2015 holiday
season on Fitch's expectations of 2015 EBITDA of approximately
$550 million to $600 million on low single digit comps and mid-
single EBITDA margins.  However, J.C. Penney would need to
generate EBITDA of about $800 million in 2015 and 2016 to cover
interest expense of $330 million to $350 million, capex of $250
million to $300 million, and debt maturities of $200 million
annually.  This implies that J.C. Penney would still need to draw
down on its revolver to fund a portion of its ongoing obligations.

Achieving a run rate of $800 million in EBITDA would require J.C.
Penney to produce a combination of 3% to 5% comps growth and gross
margin in the 37% to 38% range assuming a relatively flat expense
structure.  Achieving this is likely to remain challenging given
the overall secular decline in department store sales.

Issue Ratings Based On Recovery Analysis

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer.  The issue
ratings are derived from the IDR and the relevant Recovery Rating
and notching, based on Fitch's recovery analysis, that places a
liquidation value under a distressed scenario of approximately
$5.7 billion as of May 3, 2014 for J.C. Penney.

J.C. Penney's $1.85 billion senior secured asset-based credit
facility (ABL) that matures in April 2016 is expected to be
replaced with a $2.35 billion facility in the second quarter and
is rated 'B/RR1', which indicates outstanding recovery prospects
(91%-100%) in a distressed scenario. The new $2.35 billion
facility will comprise a revolving component estimated at $1.7
billion to $1.8 billion and is expected to have a five year
maturity and a fixed $550 million to $650 million term loan
facility. The facility is secured by first lien priority on
inventory and receivables with borrowings subject to a borrowing
base; therefore, J.C Penney should have access the full revolver
during peak seasonal needs.

The current facility is subject to a springing covenant of
maintaining fixed-charge coverage of 1.0x if the availability
falls below the greater of (i) 10% of line cap (the lesser of
total commitment or borrowing base) and (ii) $125 million.  As of
the end of 1Q'14, the company had approximately $690 million
available for future borrowings (after taking into account $650
million in borrowings and approximately $500 million in LOCs), of
which $500 million is currently accessible due to the limitation
of the fixed charge coverage ratio.

The $2.25 billion term loan facility due May 2018 is also rated
'B/RR1'.  The term loan facility is secured by (a) first lien
mortgages on owned and ground leased stores (subject to certain
restrictions primarily related to Principal Property owned by J.C.
Penney Corporation, Inc.), the company's headquarters and related
land, and nine owned distribution centers; (b) a first lien on
intellectual property (trademarks including J.C. Penney, Liz
Claiborne, St. John's Bay, and Arizona), machinery, and equipment;
(c) a stock pledge of J.C. Penney Corporation and all of its
material subsidiaries and all intercompany debt; and (d) second
lien on inventory and accounts receivable that back the $1.85
billion ABL facility.

The $2.6 billion of senior unsecured notes are rated 'CCC/RR4',
indicating average recovery prospects (31%-50%).

Rating Sensitivities

A Negative Rating action could occur if the recovery in comps and
margin trends stalls, indicating J.C Penney is not stabilizing its
business, and leading to concerns around the company's liquidity
position.

A Positive Rating action could occur if the company generates
sufficient EBITDA to cover its projected capex and interest
expense at a total of $600 million to $650 million and has enough
liquidity to manage debt maturities of $200 million annually in
2015 and 2016.

Fitch has affirmed J.C. Penney's ratings as follows:

J.C. Penney Co., Inc.

-- IDR at 'CCC'.

J.C. Penney Corporation, Inc.

-- IDR at 'CCC';
-- Senior secured bank credit facility at 'B/RR1';
-- Senior secured term loan at 'B/RR1'; and
-- Senior unsecured notes and debentures at 'CCC/RR4'.


JAMES RIVER: Court Okays KPMG LLP as Auditor
--------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ KPMG LLP as auditor, retroactive to
Apr. 7, 2014 petition date.

The Debtors anticipate that KPMG LLP may render certain audit
services during these chapter 11 cases:

   (a) Audit of the consolidated balance sheets of the Debtors as
       of Dec. 31, 2013 and 2012, the related consolidated
       statements of operations, comprehensive income (loss),
       stockholders' equity, and cash flows for each of the years
       in the three-year period ended Dec. 31, 2013; including but
       not limited to the following:

       - perform tests of the accounting records and such other
         procedures, as KPMG considers necessary in the
         circumstances, to provide a reasonable basis for an
         opinion;

       - assess the accounting principles used and significant
         estimates made by the Debtors, and evaluate the overall
         consolidated financial statement presentation;

       - provide reports to be addressed to the Debtors' Board of
         Directors based on KPMG's Integrated Audit regarding:

         i. The consolidated financial statements of the Debtors;
            and

        ii. The effectiveness of internal control over financial
            reporting.

       - read minutes of audit committee meetings for consistency
         With KPMG's understanding of the communications made to
         the audit committee and determine the audit committee has
         received copies of all material written communications
         between KPMG and the Debtors.

       - read information in Debtors' annual report and consider
         information within the annual report.

   (b) Audit of internal control over financial reporting as of
       Dec. 31, 2013 including, but not limited to the following:

       - obtaining an understanding of internal control over
         financial reporting;

       - testing and evaluating the design and operating
         effectiveness of internal control over financial
         reporting; and

       - performing such other procedures as KPMG considers
         necessary in the circumstances.

   (c) Quarterly reviews, including but not limited to the
       following:

       - review the condensed consolidated balance sheets of the
         Debtors and the related condensed consolidated statements
         of operations, shareholder's equity and comprehensive
         income (loss) and cash flows for the quarterly and year-
         to-date periods.

       - review the selected quarterly financial data specified by
         Item 302 of Regulation S-K.

       - conduct reviews for a basis for communicating any
         material modifications that should be made to financial
         information.

       - perform analytical procedures applied to financial data
         and making inquiries of the Debtors' personnel
         responsible for financial and accounting matters.

   (d) Research and consultation on special business or financial
       issues regarding special audit-related projects.

KPMG LLP will be paid at these hourly rates:

         Audit, Audit-Related and            Discounted
         Other Services                      Rate
         ------------------------            ----------
         Partners/Directors                  $560-$785
         Senior Managers                     $455-$560
         Managers                            $385-$510
         Senior Associates                   $315-$400
         Staff                               $200-$275

KPMG LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

According to KPMG's books and records, during the 90-day period
prior to the petition date, KPMG LLP received approximately
$192,103 from the Debtors for professional services performed.

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

KPMG LLP can be reached at:

       Daniel J. Scarvey
       KPMG LLP
       1021 E Cary Street, Ste. 2000
       Richmond, VA 23219-4023
       Tel: (804) 782-4200
       Fax: (804) 782-4300

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


JAMES RIVER: Court Approves Deutsche Bank as Investment Banker
--------------------------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ Deutsche Bank Securities Inc. as
investment banker and M&A advisor, retroactive to Apr. 7, 2014
petition date.

The Debtors require Deutsche Bank to:

   (a) become familiar with the business, operations, financial
       condition and prospects of the Debtors;

   (b) assist in performing a financial analysis of all the
       Debtors' assets in connection with any Transaction;

   (c) assist the Debtors in analyzing the viability of the
       Debtors' business plan scenarios to assess capital markets'
       receptivity and availability of a Financing;

   (d) assist with the arrangement of any Financing, including
       advice with respect to bankruptcy court approval of any
       debtor-in-possession or exit financing;

   (e) assist the Debtors in identifying and evaluating candidates
       (i) as purchasers in any potential Sale, whether out of
       court or as part of a Bankruptcy Code section 363 or plan
       sale process and (ii) as arrangers, lenders, underwriters,
       placement agents, investors or other participants in any
       Financing;

   (f) assist the Debtors in preparing and implementing a
       marketing plan and, working with the management of and
       assembling information provided by the Debtors, in
       preparing a memorandum (i) describing the Debtors for
       distribution to potential parties to a Sale and (ii)
       describing the Debtors and any proposed Financing for
       distribution to potential parties to a Financing;

   (g) contact potential candidates that Deutsche Bank and the
       Debtors have agreed may be appropriate for any potential
       Sale or Financing.  In rendering such services, Deutsche
       Bank may meet with representatives of such candidates and
       provide such representatives with such information about
       the Debtors as may be appropriate and acceptable to the
       Debtors, subject to customary business confidentiality;

   (h) advise and assist the Debtors in considering the
       desirability of effecting any Transaction, and, if the
       Debtors believe such a Transaction to be desirable, in
       developing and implementing a general strategy for
       accomplishing such Transaction;

   (i) advise and assist senior management of the Debtors in
       making presentations to the Board of Directors of the
       Debtors concerning any proposed Transaction, as
       appropriate;

   (j) advise and assist the Debtors in the course of its
       negotiation of a Transaction and participate in such
       negotiations as requested; and

   (k) provide testimony in these cases, as reasonably necessary
       or advisable, in connection with the foregoing.

Deutsche Bank will be paid in cash according to this fee
structure:

   -- The Debtors shall pay Deutsche Bank a fee in an amount equal
      to (i) 2.43% in the case of any debtor-in-possession
      Financing and (ii) 2.5% in the case of any other type of
      Financing, in each case, of the gross cash proceeds raised
      in any Financing minus any fees payable to any other
      underwriter, arranger, agent or backstop party in connection
      with such Financing, payable in full on the closing date in
      respect of such Financing; provided that, in the event that
      the Debtors are debtors under chapter 11 of the Bankruptcy
      Code on such closing date, such fee shall be payable on the
      later of (1) such closing date and (2) the date on which the
      Court approves the retention of Deutsche Bank pursuant to
      the Engagement Letter (a "Capital Raise Fee"); and

   -- (i) in the event of a Sale of 50% or more of the voting
      power of the Debtors, or all or substantially all of their
      businesses or assets, a fee in an amount equal to the
      greater of (x) $2,000,000 (the "Minimum Fee") minus the
      amount of any Complex Sale Success Fees paid and (y) (A)
      1.5% of the gross cash proceeds received by the Debtors in
      respect of such Sale and all Sales as to which a Complex
      Sale Success Fee was paid minus (B) the amount of any
      Complex Sale Success Fees paid or (ii) in the event of a
      Sale of any Complex that occurs prior to a Sale under the
      foregoing clause (i), a fee in an amount equal to the
      greater of (x) 1/3 of the Minimum Fee and (y) 1.5% of the
      gross cash proceeds received by the Debtors in respect of
      such Sale, in each case which shall be paid in full on the
      closing date of such Sale; provided that, in each case, if a
      Sale is effected in a series of transactions, the closing
      date of such Sale shall be deemed to have occurred upon the
      closing of the transaction that, when taken together with
      any other transaction in the series that has been
      consummated prior thereto, constitutes a Sale; provided,
      further, that, in the event that the Debtors are debtors
      under chapter 11 of the Bankruptcy Code on such closing
      date, such fee shall be payable on the later of (1) such
      closing date and (2) the date on which the Court approves
      the retention of Deutsche Bank pursuant to the Engagement
      Letter (a "M&A Success Fee").

Notwithstanding, (i) in no event shall a Capital Raise Fee and a
M&A Success Fee be payable to Deutsche Bank in respect of the same
Transaction and (ii) in no event shall a Capital Raise Fee or M&A
Success Fee be paid to Deutsche Bank until the date on which all
outstanding claims arising under the Debtors' existing credit
facility with General Electric Capital Corporation and UBS AG and
either of their affiliates and all outstanding claims held by such
parties arising under any debtor-in-possession financing are paid
in cash in full, unless otherwise consented to by such parties.

   -- Expense Reimbursements:

      (i) In addition to any fees that may be payable to
          Deutsche Bank under the Engagement Letter and
          regardless of whether any Transaction is proposed
          or consummated, the Debtors will reimburse Deutsche Bank
          for (i) all reasonable and documented fees, expenses and
          disbursements of Deutsche Bank's counsel and (ii) all of
          Deutsche Bank's reasonable and documented travel and
          other out-of-pocket expenses in an amount not to exceed
          $20,000 without the Debtors' consent, such consent
          not to be unreasonably withheld, conditioned or delayed,
          in each case incurred in connection with any actual or
          proposed Transaction or otherwise arising directly out
          of Deutsche Bank's engagement hereunder.

     (ii) Further, in connection with the Indemnity Provisions,
          the Debtors agree to reimburse each Indemnified Person
          for reasonable and documented expenses arising out of or
          related to any actual or proposed Transaction or the
          Engagement.

Jerrod Freund, financial advisor of Deutsche Bank, 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.

Deutsche Bank can be reached at:

       Jerrod Freund
       DEUTSCHE BANK SECURITIES INC.
       60 Wall St Office
       New York, NY 10005-2836
       Tel: (212) 250-2500

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


LATTICE INC: Incurs $477,000 Net Loss in First Quarter
------------------------------------------------------
Lattice Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $476,792 on $2.33 million of revenue for the three months ended
March 31, 2014, as compared with a net loss of $116,826 on $2.18
million of revenue for the same period in 2013.

As of March 31, 2014, the Company had $5.12 million in total
assets, $6.89 million in total liabilities and a $1.77 million
deficit attributable to shareowners of the Company.

Cash and cash equivalents increased to $712,306 at March 31, 2014,
from $312,703 at December 31, 2013.

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

                        http://goo.gl/3eF8Kk

                         About Lattice Inc.

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

Lattice Incorporated reported a net loss of $1 million on $8.26
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $570,772 on $7.53 million of revenue during the
prior year.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
in Somerset, 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 has a
history of operating losses, has a working capital deficit and
requires additional working capital to meet its current
liabilities.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


LEO MOTORS: Incurs $1.3 Million Net Loss in First Quarter
---------------------------------------------------------
Leo Motors, Inc., reported that net loss for the quarter ending
March 31, 2014, increased to $1.26 million from $206,170 for the
three months ending March 31, 2013, an increase of $1,060,298.

The Company's balance sheet at March 31, 2014, showed $1.14
million in total assets, $1.80 million in total liabilities and a
$656,382 total deficit.

"Our liquidity and capital resources are limited.  Accordingly,
our ability to initiate our plan of operations and continue as a
going concern is currently dependent on our ability to either
generate significant new revenues or raise external capital," the
Company stated in the filing.

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/ucAKFl

                           About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

Leo Motors reported a net loss of $1.24 million on $0 of revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$1.88 million on $25,605 of revenues during the prior year.

John Scrudato CPA, in Califon, 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 has incurred significant losses since inception
of $16,871,850.  This and other factors raise substantial doubt
about the Company's ability to continue as a going concern.


LIQUIDNET HOLDINGS: S&P Assigns 'B' Rating to $175MM 1st Lien Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' senior
secured debt rating on Liquidnet Holdings Inc.'s proposed $175
million first-lien term loan due in 2019.  Liquidnet is planning
to use the proceeds to refinance its existing first-lien term
loan, which had approximately $142.5 million outstanding as of
March 31, 2014, and will use the remainder of the proceeds for
general corporate purposes, including financing the Vega-Chi
acquisition.

Although the pro forma leverage ratio will increase to
approximately 3.4x from 2.7x, based on last-12-months EBITDA as of
March 31, 2014, leverage would remain below 3.5x.  (S&P has
previously stated that if Liquidnet's leverage increases to 3.5x
or higher, that could lead to a downgrade.)  As the company is
increasing its total debt outstanding, S&P do not expect any
material reduction in its interest expense, although it could
achieve better pricing because of favorable market conditions.

S&P's 'B' issuer credit rating on Liquidnet remains unchanged and
reflects the company's dependence on U.S. equity securities
trading volume to generate revenues, as well as its low
profitability.  Additionally, S&P believes that Liquidnet has high
exposure to operational, regulatory, and reputational risks.  The
company's status as the leading alternative trading system
provider that facilitates large block equity trades, primarily for
buy-side institutional investors, and its well-diversified
customer base only partly offset these weaknesses.

RATINGS LIST

Liquidnet Holdings Inc.
Issuer Credit Rating                         B/Stable/--

New Rating

Liquidnet Holdings Inc.
Senior Secured
  $175 mil. first-lien term loan due 2019     B


LIVE NATION: Moody's Rates New $250MM Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service rated Live Nation Entertainment Inc.'s
new $250 million 8-year senior unsecured notes B3. At the same
time, the rating on the company's existing senior secured credit
facility was upgraded to Ba2 from Ba3 and Live Nation's ratings
outlook was revised to stable from positive. Live Nation's B1
corporate family rating (CFR) and B1-PD probability of default
rating (PDR) remain unchanged and were affirmed as was the B3
rating on the company's existing senior unsecured notes. Live
Nation's SGL-1 speculative grade liquidity rating (indicating very
good liquidity) was affirmed.

Proceeds from the new $250 million senior unsecured notes, as well
as the proceeds from a new $250 million convertible notes
(unrated) issue, will be used to refinance the existing (unrated)
2.875% $220 million convertible notes due 2027, which becomes
callable on 20 July 2014, with the unused proceeds used to pay
fees and expenses and for general corporate expenses. Since the
transaction increases leverage by almost 0.5x and given the opaque
use of surplus proceeds coupled with Moody's expectation of tepid
EBITDA growth over the next couple of years, the rating outlook
was revised to stable from positive (the outlook was revised to
positive from stable on 26 March 2014, with expectations of
potential de-levering through the repayment of the company's $220
million convertible notes with cash on hand). Pro-forma for this
transaction, Moody's expects Debt/EBITDA leverage to be in the
high 4x range (on a Moody's adjusted-basis), which is similar to
leverage seen during 2011/2012. Since the company will rely on
EBITDA growth to de-lever and given Moody's tepid EBITDA growth
forecasts, Moody's expect leverage to remain in the mid-to-high 4x
through 2015 (all figures incorporate Moody's standard
adjustments).

The existing senior secured credit facility's (consisting of a
$335 million revolver, a $115 million term loan A and a $950
million term loan B) upgrade stems from the additional loss-
absorption capacity provided by the new junior-ranking debt (the
$250 million senior unsecured notes and the incremental $30
million from the new $250 million convertible notes vs. the
existing $220 million).

The SGL rating remains SGL-1 (very good liquidity) based on
expectations of good covenant compliance cushion, good free cash
flow generation (expected to generate between $150 million-to-$200
million over the next 12-to-18 months) and strong internal cash
flow ($363 million of free cash on hand at 31 March 2014 and $335
million undrawn revolver).

The following summarizes Moody's ratings and the rating actions
for Live Nation:

Issuer: Live Nation Entertainment, Inc.

Senior Unsecured Regular Bond/Debenture: Assigned B3 (LGD5, 77%)

Senior Secured Credit Facility: Upgraded to Ba2 (LGD2, 28%) from
Ba3 (LGD3, 32%)

Outlook: Changed to Stable from Positive

Corporate Family Rating: Affirmed at B1

Probability of Default Rating: Affirmed at B1-PD

Speculative Grade Liquidity Rating: Affirmed at SGL-1

Senior Unsecured Regular Bond/Debenture: Affirmed at B3 with the
loss given default estimate revised to (LGD5, 77%) from (LGD5,
81%)

Ratings Rationale

Live Nation's B1 corporate family rating is influenced primarily
by expectations of mid-to-high 4x Debt-to-EBITDA leverage, and
modest organic growth prospects given participation in a mature
industry which depends on consumer discretionary spending. The
rating is supported by Live Nation's strong position as a live
entertainment promoter, a position bolstered through a large
portfolio of relationships with artists and control of venues
through both ownership and leases, coupled with a ticketing
platform, all of which allows the company to generate sustainable
cash flow.

Rating Outlook

Given expectations of relatively stable credit metrics with
leverage expected to be in the mid-to-high 4x range over the next
12-to-18 months, the ratings outlook is stable.

What Could Change the Rating ? UP

Live Nation's rating could be upgraded if Debt/EBITDA was expected
to trend towards 4x with Free Cash Flow to Debt trending above 5%
and towards 10% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). An upgrade would also
depend on favorable business conditions and solid liquidity.

What Could Change the Rating - DOWN

Live Nation's rating could be downgraded if Debt/EBITDA was
expected trend towards 5x, with Free Cash Flow to Debt declining
below 5% (in both cases, on a sustained basis and incorporating
Moody's standard adjustments).

Corporate Profile

Live Nation Entertainment, Inc., headquartered in Beverly Hills,
California, operates a leading live entertainment ticketing and
marketing company, owns, operates and/or exclusively books live
entertainment venues in the U.S. and Europe, and owns the rights
to several globally recognized performing artists under contracts
of varying scope and duration.


LONG BEACH MEDICAL: Court Okays DTBA as Panel's Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Long Beach
Medical Center and its debtor-affiliates sought and obtained
permission from the Hon. Alan S. Trust of the U.S. Bankruptcy
Court for the Eastern District of New York to retain Deloitte
Transactions and Business Analytics LLP as financial advisor to
the Committee, nunc pro tunc to Feb. 28, 2014.

The Committee requires DTBA to:

   (a) assist the Committee in connection with its assessment of
       the Debtors' cash and liquidity requirements, as well as
       debtor-in-possession financing requirements;

   (b) assist the Committee in connection with its evaluation of
       the Debtors' key employee retention plans, compensation and
       benefit plans and other incentive or bonus plans, if any;

   (c) assist the Committee in connection with its evaluation of
       the Debtors' Schedules of Assets and Liabilities and
       Statements of Financial Affairs and supporting schedules,
       related executory contracts and claims;

   (d) assist the Committee in connection with its evaluation of
       restructuring-related alternatives for the Debtors;

   (e) assist the Committee in connection with its analysis of
       issues related to claims filed against the Debtors
       including reclamation issues, administrative, priority
       and unsecured claims, case litigation and contract
       rejection damages;

   (f) consistent with the scope of services set forth herein,
       attend and participate in hearings before the Court on an
       as-needed basis as requested by the Committee and agreed to
       by DTBA;

   (g) assist the Committee, where appropriate, in its analysis of
       the books and records of the Debtors in connection with
       potential for recovery of funds to the estates from
       voidable transactions including related party transactions,
       preference payments, fraudulent transfers and unenforceable
       claims;

   (h) advise the Committee in connection with its negotiations
       and due diligence efforts with other parties relating to
       its identification, development, and implementation of
       strategies related to the Debtors' sale plan and other
       matters, as agreed, relating to the sale of the Debtors'
       business operations and real property of the Debtors;

   (i) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of liquidation and
       related disclosure statements; and

   (j) DTBA shall provide such other services as may be agreed to
       by DTBA and the Committee in writing based on discussions
       with you as the engagement progresses and additional
       information is obtained during the course of the
       engagement.

DTBA will be paid at these hourly rates:

       Partner/Principal/Director     $500
       Senior Manager                 $400
       Manager                        $300
       Staff and Senior Associates    $200
       Paraprofessionals              $125

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

Daniel S. Polsky, director of DTBA, 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.

DTBA can be reached at:

       Daniel S. Polsky
       DELOITTE TRANSACTIONS AND
       BUSINESS ANALYTICS LLP
       1633 Broadway, 35th Floor
       New York, NY 10019
       Tel: +1 (212) 436-5668
       Fax: +1 (212) 653-2952


                   About Long Beach Medical Center

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

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

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

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

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

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

As reported by the Troubled Company Reporter on May 20, 2014, Long
Beach Medical Center was sold at auction to two buyers.  South
Nassau Communities Hospital originally offered $21 million for
both the hospital and the affiliated 200-bed Komanoff nursing
home.  South Nassau still won the hospital auction with a bid of
$10.25 million, plus assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  Meanwhile, the nursing
home went to several individuals for $15.6 million, plus
assumption of employee liabilities and as much as $1.1 million in
known or unknown health-care program debt.


MARINA BIOTECH: Wolf & Company Replaces KPMG LLP as Accountants
---------------------------------------------------------------
KPMG LLP was informed of its dismissal as the principal
accountants for Marina Biotech, Inc., and Wolf & Company, P.C.,
had been engaged as principal accountants.  The decision to change
accountants was authorized by the Company's Board of Directors.

During the two fiscal years ended Dec. 31, 2011, and the
subsequent period through May 6, 2014, there were no: (1)
disagreements with KPMG LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the
disagreement, or (2) reportable events, except that KPMG LLP
advised the Company of the following material weaknesses:

   * Financial Reporting Process: The Company did not maintain a
     financial reporting process which would have enabled the
     Company to issue timely financial statements as required by
     the rules of the SEC.

   * Qualified Personnel: Processes and controls over timely
     impairment testing of long-lived assets were inadequate
     primarily because the Company lacked the resources to acquire
     the necessary valuation expertise to operate effective
     processes and controls over the impairment testing of long-
     lived assets.  As a result, a reasonable possibility exists
     that a material misstatement in the Company's financial
     statements will not be prevented or detected on a timely
     basis.

The audit reports of KPMG LLP on the consolidated financial
statements of the Company as of and for the years ended Dec. 31,
2011, and 2010 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except as follows:

KPMG LLP's report on the consolidated financial statements of the
Company as of and for the years ended Dec. 31, 2011, and 2010,
contained a separate paragraph stating that: "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in
Note 1 to the consolidated financial statements, the Company has
ceased substantially all day-to-day operations, including most
research and development activities, has incurred recurring
losses, has a working capital and accumulated deficit and has had
recurring negative cash flows from operations, that raise
substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 1.  The consolidated financial statements do not
include any adjustments that might result from this uncertainty."

During the two fiscal years ended Dec. 31, 2011, and the
subsequent period through April 25, 2014, the Company did not
consult with Wolf regarding (i) the application of accounting
principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Company's
consolidated financial statements, and no written report or oral
advice was provided by Wolf that was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or (ii) any
matter that was either the subject of a disagreement or reportable
event, as each term is defined in Item 304(a)(1)(iv) or Item
304(a)(1)(v) of Regulation S-K.

Prior to the closing of the merger contemplated by that certain
Agreement and Plan of Merger, dated as of March 31, 2010, by and
among the Company, Cequent Pharmaceuticals, Inc., Calais
Acquisition Corp. and a representative of the stockholders of
Cequent, pursuant to which Cequent became a wholly-owned
subsidiary of the Company, Wolf served as the principal
accountants for Cequent, with the most recent audit having been
performed with respect to the fiscal year ended Dec. 31, 2009.

"We have read Marina Biotech, Inc.'s statements included under
Item 4.01(a) of its Form 8-K dated May 12, 2014, and we agree with
such statements, except that we are not in a position to agree or
disagree with Marina Biotech's statement that the Company engaged
Wolf & Company as principal accountants or that the change was
authorized by the Board of Directors," KPMG said in a letter
addressed to the U.S. Securities and Exchange Commission.

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MARTIFER SOLAR: Hires Foley & Lardner as Special Counsel
--------------------------------------------------------
Martifer Solar USA, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Foley &
Lardner LLP as special counsel, nunc pro tunc to Apr. 29, 2014.

The Debtor proposes to employ Foley & Lardner as special solar
counsel to the Debtor in connection with project development,
review and analysis of solar specific contracts, construction and
acquisition contracts and due diligence, tax structuring, and
acquisition and disposition of solar contracts.

Foley & Lardner will be paid at these hourly rates:

       Jeff Atkin, Partner                $725
       Jason Barglow, Partner             $705
       Bill DuFour, Associate             $500
       Justus Britt, Special Counsel      $250
       John Eliason, Tax Partner          $725
       Jason Allen, Mergers and
       Acquisitions Partner               $640
       Matt Riopelle, Associate           $525
       Kevin Lewman, Paralegal            $305
       Cristy Townsend, Paralegal         $165
       Partners                        $500-$725
       Associates                      $250-$525
       Paralegals                      $100-$305

Foley & Lardner will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jeff Atkin, Esq., partner of Foley & Lardner, 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.

Foley & Lardner can be reached at:

       Jeffery R. Atkin, Esq.
       FOLEY & LARDNER, LLP
       555 South Flower Street, Suite 3500
       Los Angeles, CA 90071-2411
       Tel: (213) 972-4557
       E-mail: jatkin@foley.com

                       About Martifer Solar

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

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

The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.

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

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

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.

                           *     *     *

Martifer Aurora Solar LLC intends to emerge from reorganization by
mid-July by selling the business.  According to a Bloomberg News
report, the Company has said it hopes to have a so-called
stalking-horse bidder signed to a contract in time for an auction
in mid-June.


MEDEXPRESS AMBULANCE: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: MedExpress Ambulance Service, Inc.
        7525 Hwy. 71 South
        Alexandria, LA 71302

Case No.: 14-80510

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Hon. Henley A. Hunter

Debtor's Counsel: Bradley L. Drell, Esq.
                  GOLD, WEEMS, BRUSER, SUES & RUNDELL
                  POB 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  Email: bdrell@goldweems.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Majors, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb14-80510.pdf


MEDICAL ALARM: Files Form 10-Q for Q4 of 2012
---------------------------------------------
Medical Alarm Concepts Holding, Inc., recently filed its quarterly
report on Form 10-Q for three months ended Dec. 31, 2012.  A copy
of document is available: http://is.gd/QxeSCk

During the period, the company posted net income of $3.37 million
on $140,713 of revenue for the three months ended Dec. 31, 2012.
The Company's balance sheet at Dec. 31, 2012, showed $1.29 million
in total assets, $7.25 million in total liabilities and a
stockholders' deficit of $5.96 million.

"As of Dec. 31, 2012, the Company has working capital deficit of
$4.45 million, did not generate cash from its operations, and had
operating loss for past three years.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern," according to the regulatory filing.

                       About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.


MILESTONE SCIENTIFIC: Posts $195,000 Net Income in 1st Quarter
--------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $194,834 on $2.62 million of net sales for the three
months ended March 31, 2014, as compared with net income of
$150,746 on $2.48 million of net sales for the same period last
year.

The Company's balance sheet at March 31, 2014, showed $8.09
million in total assets, $2.20 million in total liabilities, all
current and $5.88 million in total stockholders' equity.

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

                        http://is.gd/P4Gn0c

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

Milestone Scientific reported net income of $1.46 million in 2013,
as compared with a net loss of $870,306 in 2012.

Baker Tilly Virchow Krause, LLP, in New York, issued "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
since inception, which raises substantial doubt about its ability
to continue as a going concern.


MJC AMERICA: Can Enter Into Insurance Premium Financing Agreement
-----------------------------------------------------------------
The Bankruptcy Court has authorized MJC America, Ltd., to enter
into a Post-Petition Insurance Premium Financing Agreement with
Great American Insurance Group.

Since its inception, the Debtor has carried general liability
insurance which includes products liability insurance.  The
Debtor's current policy will expire by its own terms on March 5,
2014.

Without insurance, the Debtor would be forced to cease operations.
The Debtor cannot afford to pay the $258,000 premium in one
installment and proposes to finance the premium.  The terms of the
proposed financing are consistent with the terms in prior years
and the financing terms are commercially fair and reasonable.

For the last few years, Capital Premium Financing of California
("CPF") has provided financing and has agreed to provide the
necessary financing for this year as well pursuant to the terms of
a Commercial Insurance Premium Finance and Security Agreement.

In summary, Debtor will pay a $70,500 down payment with 10
consecutive monthly payments of $19,178.02 due thereafter
commencing April 5, 2014.  The effective interest rate is 4.95%
and the total finance charge is $4,280.20.  CPF has also requested
a security interest as follows:

      "Insured assigns to CAPITAL as security for the total amount
       payable hereunder all sums payable to the Insured under the
       Policies, including, among other things, any gross unearned
       premiums, dividend payments, and any payment on account of
       loss which results in a reduction of unearned premium in
       accordance with the terms of said policies."

                         About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

David A. Tilem, Esq., is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MJC AMERICA: Court Approves Hiring of Winston & Strawn as Counsel
-----------------------------------------------------------------
MJC America, Ltd. sought and obtained permission from the Hon.
Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California to employ Neal R. Marder and Winston &
Strawn, LLP as special litigation counsel.

The Debtor requires the assistance of Winston & Strawn for these
proceedings:

   (a) The lawsuit MJC America, Ltd., et al. v. Gree Electric
       Appliances, Inc. of Zhuhai, et al., No. 2:13-cv-04264-SJO-
       (CWx), United States District Court, Central District of
       California (the "Federal Case");

   (b) The lawsuit Hong Kong Gree Electric Appliances Sales, Ltd.,
       et al. v. MJC Supply, LLC, et al., No. KC 066119G, Superior
       Court of California, County of Los Angeles (the "State
       Case"); and

   (c) Consumer Product Safety Commission proceedings and
       investigation in connection with certain allegedly
       defective dehumidifiers and a related product recall (the
       "CPSC Proceedings").

MJC America Holdings Co. ("MJC Holdings") and MJC Supply, LLC
("MJC Supply") are related entities which are also involved in
those actions.

Winston & Strawn will be paid at these hourly rates:

       Neal R. Marder                      $825
       John Moss                           $705
       Partners/Of Counsel               $600-$1,220
       Associates                        $370-$695
       Legal Assistants                  $160-$335
       Litigation Support Personnel      $130-$510

Winston & Strawn will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The revised engagement letter sets forth a schedule of hourly
rates for work to be done and provides a professional courtesy of
a 10% discount off their standard hourly rates.  The cash retainer
has been paid.

The Debtor has not made any of the retainer payments.  The
retainer payments were made by the MJC-related entities.  There
are three retainers in total:

   (a) Federal Case: $20,000 retainer paid on Jun. 12, 2013;
       $2,691.23 has been applied to payment of fees and expenses
       on Jun. 13, 2013.  There remains $17,308.77 in trust.

   (b) State Case: $25,000 retainer paid on Jul. 15, 2013; the
       full amount remains in trust.

   (c) CPSC Proceedings: $30,000 retainer paid on Jul. 19, 2013;
       the full amount remains in trust.

Neal R. Marder, Esq., partner of Winston & Strawn, 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.

Winston & Strawn can be reached at:

       Neal R. Marder, Esq.
       WINSTON & STRAWN LLP
       333 South Grand Avenue
       Los Angeles, CA 90071
       Tel: +1 (213) 615-1728
       Fax: +1 (213) 615-1750
       E-mail: nmarder@winston.com

                      About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

David A. Tilem, Esq., is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MMRGLOBAL INC: Reports $1.6 Million Net Loss in First Quarter
-------------------------------------------------------------
MMRGlobal, Inc., reported a net loss of $1.64 million on $485,494
of total revenues for the three months ended March 31, 2014, as
compared with a net loss of $1.51 million on $122,028 of total
revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $2.23
million in total assets, $10.30 million in total liabilities and a
$8.07 million total stockholders' deficit.

As of March 31, 2014, the Company had cash and cash equivalents of
$103,985, compared to $70,966 as of March 31, 2013.

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

                       http://goo.gl/oaLr4e

                         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.

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.


MOBILESMITH INC: Incurs $1.6 Million Net Loss in First Quarter
--------------------------------------------------------------
Mobilesmith, Inc., recorded a net loss of $1.59 million on
$187,945 of total revenues for the three months ended March 31,
2014, as compared with a net loss of $1.42 million on $64,456 of
total revenues for the same period in 2013.

As of March 31, 2014, the Company had $1.52 million of total
assets, $30.25 million of total liabilities and a $28.72 million
total stockholders' deficit.

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

                       http://goo.gl/Wjgdz9

                       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.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Cherry Bekaert LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2013.

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


MOMENTIVE PERFORMANCE: Moody's Rates $300MM Term Loan 'Ba3'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $300
million debtor-in-possession term loan ("DIP term loan") of
Momentive Performance Materials Inc. ("MPM"). The ratings
primarily reflect the collateral coverage available to the DIP
lenders and the structural features of the DIP term loan.

The $300 million DIP term loan along with a $270 million DIP ABL
revolving credit facility (together the "DIP facilities") will be
used to provide liquidity to MPM during bankruptcy. The bankruptcy
court approved access to $430 million of the $570 million in DIP
facilities ($300 million term loan plus $130 million of the ABL
facility) on an interim basis on April 14, 2014. Proceeds from the
term loan were used to refinance outstanding debt under MPM's
prepetition $270 million ABL revolver ($166 million) and provide
additional cash to the balance sheet, which will be used for
working capital and general corporate purposes. The term loan will
expire in April 2015 or earlier if certain milestones are not
achieved. The $270 million DIP ABL facility remains undrawn.

Ratings Assigned:

Issuer: Momentive Performance Materials Inc. (DIP)

Senior Secured Term Loan Bank Credit Facility at Ba3

The rating on the DIP term loan is being assigned on a "point-in-
time" basis and will not be monitored going forward and therefore
no outlook was assigned to the rating. Moody's withdrew all
previous ratings for MPM on April 25, 2014 following MPM's Chapter
11 bankruptcy filing on April 14, 2014.

Ratings Rationale

The Ba3 rating on the term loan reflects its first lien on MPM's
US fixed assets (book value of roughly $430 million at March 31,
2014) and intellectual property, a second lien on the US working
capital that support the ABL facility (book value of $257 million
at March 31, 2014), upstream guarantees from material US
subsidiaries, 65% of the equity in foreign subsidiaries and a
super priority claim under the Bankruptcy Code. The ratings also
consider the size of the DIP facilities as a percentage of pre-
petition debt and the nature of the bankruptcy and reorganization.

Moody's estimates that collateral coverage in the event of
liquidation (assumes a discounted value for the collateral) will
be more than sufficient to cover the $300 million term loan, even
if MPM does not emerge from bankruptcy prior to the end of 2014.
The collateral coverage available to the DIP term loan is subject
to a wide range of outcomes given the illiquid nature of the fixed
assets and intellectual property, especially in the event of a
liquidation. While normal haircuts to the value of domestic assets
were assumed, the value of international assets (arising from the
pledge of 65% equity in international subsidiaries) was given
larger discounts.

Bankruptcy court protection will greatly reduce the cash burn at
MPM as it will only be paying interest on the DIP facilities and
its 1st lien and 1.5 lien notes during bankruptcy (the next
interest payment on the notes of $61.3 million is due on October
15, 2014). Proceeds from the term loan increased MPM's cash
balance to over $150 million subsequent to the interest payment on
April 15, 2014. If MPM is able to emerge from bankruptcy in the
third quarter as planned there should be minimal outstandings
under the revolver. However, if the bankruptcy process is
extended, drawings under the ABL would reduce the collateral
available to the term loan. As a result, Moody's estimated the
total collateral coverage of DIP term loan was in the range of 1
to 2 times.

In Moody's view, the structural features of the DIP facilities
provide the term loan lenders with a reasonable degree of
protection. Furthermore, the term loan agreement contains two
financial covenants that are tested on a monthly basis: i) a
minimum liquidity covenant of $50 million; and ii) a minimum
EBITDA covenant starting on August 31, 2014 of $230 million. There
should be reasonable amount of headroom under these covenants in
2014. The agreement lacks a limitation on capital expenditures,
but the liquidity covenant effectively governs this concern.

Although Moody's assumed a potential liquidation in its collateral
valuation analysis, MPM may be able to emerge from bankruptcy
fairly rapidly due to the Restructuring Support Agreement (RSA) it
has signed with key creditors who own roughly 85% of the second
lien debt. The RSA contemplates the repayment of the DIP
facilities, the repayment of the first lien and 1.5 lien notes,
the conversion of the second lien debt into one-third of the post
emergence equity of the company, the elimination of the
subordinated and holdco notes, a rights offering of $600 million
and a new post-bankruptcy credit facility of $1.3 billion. The
agreement also indicates that all trade claims will be fully
satisfied and that all pension liabilities and commercial
relationships will remain intact. Debt would be reduced by $2.9-
3.0 billion ($1.37 billion of second lien notes, $378 million of
subordinated notes, roughly $850 million of holdco notes, plus any
amounts outstanding under the DIP facility). While holders of the
subordinated notes are likely to object to the plan, the agreement
of creditors who control 85% of the second lien debt,
significantly increases the likelihood that this plan or a similar
plan will be approved by the court.

Momentive Performance Materials Inc. (MPM), headquartered in
Albany, New York, is the second largest producer of silicones and
silicone derivatives worldwide. The company has two divisions:
silicones (which accounted for >90% of revenues) and quartz.
Silicones, or more accurately polymerized siloxanes or
polysiloxanes, are mixed inorganic-organic polymers that are used
in a wide variety of industrial and consumer applications
including agriculture, automotive, electronics, healthcare, paper,
personal care, textiles and sealants (the most recognizable
application is for bathroom, kitchen and window sealants around
the home). Revenues for the year ended December 31, 2013 were $2.4
billion.


MOMENTIVE SPECIALTY: Incurs $27 Million Net Loss in 1st Quarter
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. reported a net loss of $27
million on $1.29 billion of net sales for the three months ended
March 31, 2014, as compared with a net loss of $4 million on $1.19
billion of net sales for the same period in 2013.

As of March 31, 2014, the Company had $2.95 billion in total
assets, $5.05 billion in total liabilities and a $2.10 billion
total deficit.

"Our improved first quarter 2014 results reflect our strategy of
leveraging our specialty portfolio, pursuing targeted growth
opportunities and maintaining aggressive cost controls," said
Craig Morrison, Chairman, president and CEO.  "We were pleased by
the broad-based improvement in volumes we experienced in the
majority of our businesses driving both topline and Segment EBITDA
gains in the first quarter of 2014 compared to the prior year.
Our forest products business continued to reflect positive demand
from North American housing despite temporary weather-related
issues and continued strength in Latin America.  In addition, our
Epoxy, Phenolic and Coatings Resins segment benefitted from strong
performances in oilfield, specialty epoxy resins and VersaticTM
Acids, as well as volume gains from our new oilfield plant in
Shreveport that we acquired in January."

"In the first quarter of 2014, we invested approximately $200
million between the expansion of our leading oilfield business and
working capital to meet improving global demand," Morrison added.
"Going forward, we remain focused on investing in the growth of
MSC's specialty product portfolio, driving productivity gains and
maintaining our strong balance sheet."

At March 31, 2014, Momentive Specialty Chemicals had total debt of
approximately $3.8 billion, unchanged from Dec. 31, 2013.  In
addition, at March 31, 2014, the Company had $624 million in
liquidity comprised of $197 million of unrestricted cash and cash
equivalents, $4 million of short-term investments, $369 million of
borrowings available under the Company's asset-backed loan
facility and $54 million of borrowings available under credit
facilities at certain international subsidiaries.

Momentive Specialty Chemicals expects to have adequate liquidity
to fund its ongoing operations for the next twelve months from
cash on its balance sheet, cash flows provided by operating
activities and amounts available for borrowings under its credit
facilities.

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

                        http://is.gd/jPRLxN

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported a net loss of $634 million on $4.89
billion of net sales for the year ended Dec. 31, 2013, as compared
with net income of $346 million on $4.75 billion of net sales for
the year ended Dec. 31, 2012.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported by the TCR on May 5, 2014, Moody's Investors Service
affirmed Momentive Specialty Chemicals Inc's (MSC) corporate
family rating (CFR) at B3 but changed the ratings outlook to
negative due to weak credit metrics and the expectation that
credit metrics will not return to levels fully supportive of the
B3 Corporate Family Rating in 2014.


MOUNTAIN PROVINCE: Files Gahcho Kue Project Feasibility Report
--------------------------------------------------------------
Mountain Province Diamonds Inc. announced that the Gahcho Kue
Project - 2014 Feasibility Study Report has been filed and will be
available on SEDAR, EDGAR and the Company's Web site.

The Gahcho Kue Project is a Joint Venture between Mountain
Province (49 percent) and DeBeers Canada (51 percent).  As
previously announced, the Gahcho Kue Project, 2014 Feasibility
Study Report project highlights are as follows:

Financial and project highlights:

* IRR (excluding sunk costs)                         32.6%*
* NPV @ 10%                                          Cdn$1.005B
* Capital to completion (2013$ unescalated)          Cdn$858.5M**
* Working capital                                    Cdn$80.1
* Ramp up operating costs through Jan '17            Cdn$82.0M
* Sustaining capital LOM (including closure cost)    Cdn$92.7M
* Operating costs (per tonne processed, incl.sorting)Cdn$72.51
* Mine operational life                              12 years
* Average annual production                          3 million
                                                     tonnes
* Total diamond production                53.4 million carats
* Average annual diamond production        4.45 million carat
* Diamond revenue                         US$149.66 per carat***

*After taxes/royalties and unleveraged

**Including Cdn$75.6M contingency

***Diamond revenue for the Feasibility Study is derived from the
modeled diamond price estimate provided by WWW International
Diamond Consultants (February 2014 price book) exclusive of any
marketing fees post government valuation.  Price forecasting is
inclusive of a real 1.5% escalation over LOM.  Average modeled
diamond price in 2014$ is US$118.38

The average annual production for the first three years of full
production (2017 - 2019) is estimated at 5.6 million carats.  The
ramp up costs of Cnd$82.0M noted above does not take into
consideration the revenue expected from the estimated production
of approx. 1 million  attributable carats during the production
ramp-up period between September 2016 through January 2017.

"The feasibility study report confirms an economically robust,
technically credible and environmentally sound development plan
for the Gahcho Ku' mine", said Mountain Province CEO Patrick
Evans.

Mountain Province is also pleased to announce the appointment of
Mr. George Rogers, CEO of Rockface Capital Ltd., as financial
advisor to the Company in respect of the arrangement of a debt
facility required for the completion of the development of the
Gahcho Kue Project.

Patrick Evans noted: "The Company has received indicative term
sheets from a number of potential bank and non-bank lenders. With
the support of Mr. Rogers we will be evaluating these proposals
with a view to selected a preferred lender in the near future and
completing loan agreements prior to the end of 2014".

A copy of the Gahcho Kue Project 2014 Feasibility Study Report
is available for free at

                      http://is.gd/Gd5ijR

                 About Mountain Province Diamonds

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

Mountain Province reported a net loss of C$26.60 million for the
year ended Dec. 31, 2013, as compared with a net loss of C$3.33
million for the year ended Dec. 31, 2012.  The Company incurred a
net loss of C$11.53 million in 2011.

As of Dec. 31, 2013, the Company had C$110.36 million in total
assets, C$19.17 million in total liabilities and C$91.19 million
in total shareholders' equity.

                           Going Concern

"The Company currently has no source of revenues.  In the years
ended December 31, 2013, 2012 and 2011, the Company incurred
losses, had negative cash flows from operating activities, and
will be required to obtain additional sources of financing to
complete its business plans going into the future.  Although the
Company had working capital of $35,133,368 at December 31, 2013,
including $35,687,694 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
(Note 8) over the next 12 months.  The Company is currently
investigating various sources of additional funding to increase
the cash balances required for ongoing operations over the
foreseeable future.  These additional sources include, but are not
limited to, share offerings, private placements, rights offerings,
credit and debt facilities, as well as the exercise of outstanding
options.  However, there is no certainty that the Company will be
able to obtain financing from any of those sources.  These
conditions indicate the existence of a material uncertainty that
results in substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the Annual
Report.


MONARCH COMMUNITY: Files Form 10-Q, Posts $17,000 Income in Q1
--------------------------------------------------------------
Monarch Community Bancorp, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $17,000 on $1.86 million of total
interest income for the three months ended March 31, 2014, as
compared with a net loss of $328,000 on $1.95 million of total
interest income for the same period last year.

The Company's balance sheet at March 31, 2014, showed $183.54
million in total assets, $163.67 million in total liabilities and
$19.87 million in total stockholders' equity.

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

                        http://is.gd/L1thnw

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern in their report on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Corporation has suffered recurring losses
from operations and as of Dec. 31, 2011, did not meet the minimum
capital requirements as established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.


NETWORK CN: Had $1.5 Million Net Loss in First Quarter
------------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.55 million on $244,002 of advertising services revenues for
the three months ended March 31, 2014, as compared with a net loss
of $1.02 million on $406,637 of advertising services revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, the Company had
$1.43 million in total assets, $9.82 million in total liabilities
and a $8.38 million total stockholders' deficit.

"As of March 31, 2014, we had cash of $8,356, as compared to
$111,889 as of December 31, 2013, a decrease of $103,533.  The
decrease was mainly attributable to the cash used in operating
activities as a result of prepayments for advertising operating
rights made, delay of collection of accounts receivable and
decreased receipts in advance from customers during the current
quarter offset by the cash provided by short-term loans and
private placement," the Company said in the Form 10-Q.

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/g6NqJ1

                          About Network CN

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.


Network CN recorded a net loss of $3.89 million on $891,366 of
advertising revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $1.21 million on $1.83 million of advertising
revenues in 2012.

Union Power Hong Kong CPA, Limited, in Hong Kong SAR, 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 net losses of
$3,883,493, $1,210,629 and $2,102,548 for the years ended
December 31, 2013, 2012 and 2011 respectively.  Additionally, the
Company used net cash in operating activities of $680,424,
$582,753 and $388,278 for the years ended December 31, 2013, 2012
and 2011 respectively.  As of December 31, 2013 and 2012, the
Company recorded stockholders' deficit of $7,656,871 and
$4,032,289 respectively.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


OAK VALLEY HOSP: S&P Lowers $17.460MM Revenue Bonds Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on Oak Valley Hospital District (OVHD), Calif.'s
$17.460 million series 2010A and 2010B hospital revenue bonds.
The outlook is stable.

"This analysis reflects the entirety of the OVHD organization, and
the 'BB' rating is based on our view of OVHD's group credit
profile and the obligated group's core status," said Standard &
Poor's credit analyst Kevin Holloran.  "Accordingly, we rate the
bonds at the same level as the group credit profile," Mr. Holloran
added.

The 'BB' rating reflects S&P's view of the district's:

   -- Diluted operational liquidity;
   -- Operational losses in fiscal 2014;
   -- Relatively small revenue base; and
   -- Location in Stanislaus County, which has a predominantly
      agriculture-based economy and unemployment rates above the
      state's average, contributing to a weak payor mix.

The stable outlook reflects S&P's opinion that OVHD's liquidity
spending has ceased now that construction on its new facility and
subsequent occupancy of that facility is completed.


OSAGE EXPLORATION: Incurs $935,000 Net Loss in First Quarter
------------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q recording a net loss of $935,127 on $2.63 million of total
operating revenues for the three months ended March 31, 2014, as
compared with a net loss of $73,425 on $1.21 million of total
operating revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $41.27
million in total assets, $23.43 million in total liabilities and
$17.83 million in total stockholders' equity.

                         Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy," the Company said in the filing.

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

                        http://goo.gl/jPqwj2

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Osage Exploration reported net income of $3.85 million on $8.02
million of total operating revenues for the year ended Dec. 31,
2013, as compared with a net loss of $516,706 on $2.26 million of
total operating revenues for the year ended Dec. 31, 2012.

Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has incurred recurring losses from
operations and, as of December 31, 2013, has current liabilities
significantly in excess of current assets.  These conditions,
among other things, raise substantial doubt about its ability to
continue as a going concern.


OXYSURE SYSTEMS: Incurs $376,000 Net Loss in First Quarter
----------------------------------------------------------
Oxysure Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $376,320 on $356,229 of net revenues for the three months ended
March 31, 2014, as compared with a net loss of $242,152 on
$240,420 of net revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $2.08
million in total assets, $1.06 million in total liabilities and
$1.01 million in total stockholders' equity.

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/qBnPxW

                        About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company incurred a net loss of $712,452 in 2013 as compared
with a net loss of $1.14 million in 2012.

Sadler, Gibb & Associates, LLC, in Salt Lake, UT, 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 accumulated losses of $15,287,647 as of
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.


OTTER PRODUCTS: S&P Affirms 'B+' CCR After Leveraged Dividend
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Fort Collins, Colorado-based Otter Products LLC at 'B+'.
The outlook is stable.

The company intends to refinance the outstanding balance on the
$400 million senior secured term loan with a senior secured
facility that consists of a $100 million revolving credit facility
due 2019 and a $625 million term loan B due 2020.  Proceeds from
the issuance will pay an estimated $263.4 million dividend to
owners.  S&P has assigned the proposed senior secured facility a
'B+' issue-level rating.  The recovery rating is '3', reflecting
S&P's expectations for meaningful (50% to 70%) recovery in the
event of payment default.

S&P will withdraw the ratings on Otter's existing $400 million
senior secured term loan due 2019 following the full repayment
upon the close of the transaction.  The ratings are subject to
review upon final documentation.

"For the 12 months ended March 31, 2014, we estimate pro forma
adjusted total debt-to-EBITDA of about 2.6x, from about 1.8x
excluding the transaction, given the sizable addition of debt
arising from the proposed leveraged dividend.  We also estimate
that the ratio of funds from operations (FFO) to total debt is
about 30%, compared to about 51% absent the proposed transaction.
Both ratios are stronger than Standard & Poor's indicative ratios
of debt to EBITDA of 3x to 4x and FFO to debt of 20% to 30% for a
"significant" financial risk profile.  However, we believe the
company's earnings could be volatile during the cyclical lows of
consumer discretionary spending," S&P said.

The ratings on Otter also reflect the company's narrow business
focus, limited geographic presence, and susceptibility to reduced
discretionary spending during an economic downturn given the
premium pricing on the majority of its case products.  However,
the ratings also reflect Otter's leading market position and brand
recognition within the $5.7 billion North American mobile device
accessories market.

The outlook is stable, reflecting the company's improving
operating trends and S&P's expectation that Otter will maintain
credit measures and adequate liquidity.


PACIFIC GOLD: Reports $290,000 Net Loss in First Quarter
--------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $290,703
on $0 of total revenue for the three months ended March 31, 2014,
as compared with a net loss of $220,885 on $0 of total revenue for
the same peirod last year.

The Company's balance sheet at March 31, 2014, showed $1.68
million in total assets, $4 million in total liabilities and a
$2.32 million total stockholders' deficit.

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

                       http://goo.gl/QKY8zW

                        About Pacific Gold

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

Pacific Gold reported a net loss of $463,422 in 2013 following a
net loss of $16.62 million in 2012.

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


PGI INCORPORATED: Incurs $1.8 Million Net Loss in First Quarter
---------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.85 million on $4,000 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $1.65 million on
$4,000 of revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $1.23
million in total assets, $79.70 million in total liabilities and a
$78.76 million stockholders' deficiency.

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

                       http://is.gd/NW6wg8

                      About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.

PGI Incorporated reported a net loss of $6.90 million on $16,000
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $6.24 million on $29,000 of revenues in 2012.

BKD, LLP, in BKD, LLP, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has a
significant accumulated deficit, and is in default on its primary
debt, certain sinking fund and interest payments on its
convertible subordinated debentures and its convertible
debentures.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


PHYSICAL PROPERTY: Had HK$178,000 Net Loss in First Quarter
-----------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and total comprehensive loss of HK$178,000 on HK$277,000
of total operating revenues for the three months ended March 31,
2014, as compared with a net loss and total comprehensive loss of
HK$137,000 on HK$228,000 of total operating revenues for the same
period during the prior year.

As of March 31, 2014, the Company had HK$9.61 million in total
assets, HK$11.78 million in total liabilties, all current, and a
HK$2.16 million total stockholders' deficit.

"The Company had negative working capital of HK$11,686,000 as of
March 31, 2014 and incurred losses of HK$178,000 and HK$137,000
for the three months ended March 31, 2014 and 2013 respectively.
These conditions raised substantial doubt about the Company's
ability to continue as a going concern," the Company stated in the
filing.

Cash and cash equivalent balances as of March 31, 2014, and
Dec. 31, 2013, were HK$71,000 (US$9,000) and HK$29,000,
respectively.

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

                        http://goo.gl/SLj5iu

                      About Physical Property

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.  The Company was
incorporated in the State of Delaware.


PRESIDENTIAL REALTY: Incurs $265,000 Net Loss in First Quarter
--------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $264,902 on $219,657 of total revenues for the three
months ended March 31, 2014, as compared with a net loss of
$542,015 on $214,105 of total revenues for the same period last
year.

As of March 31, 2014, the Company had $1.26 million in total
assets, $1.81 million in total liabilities and a $547,224 total
deficit.

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

                        http://is.gd/URrlLV

                    About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Presidential Realty reported net income of $2.47 million on
$846,878 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $2.33 million on $779,547 of total
revenues in 2012.

Baker Tilly Virchow Krause, LLP, in Melville, 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 suffered recurring losses from
operations and has a working capital deficiency.  These factors
raise substantial doubt about its ability to continue as a going
concern.


PRINTPACK HOLDINGS: Moody's Rates 2nd Lien Senior Debt 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
senior secured 2nd lien term loan B and a B3 rating to the
proposed senior secured 1st lien term loan B of Printpack
Holdings, Inc. ("Printpack"). Additionally, Moody's affirmed the
company's B3 Corporate Family, B3-PD Probability of Default, and
other instrument ratings. The rating outlook is stable. This
rating action reflects the change to the original deal which was
rated April 16, 2014. Proceeds from the new debt raised will be
used to refinance existing debt, pay fees and expenses associated
with the transaction, and fund general corporate purposes
including working capital needs, acquisitions, capital
expenditures and dividends and distributions.

Moody's took the following actions:

Printpack Holdings, Inc.

Affirmed corporate family rating, B3

Affirmed probability of default rating, B3-PD

Affirmed $350 million senior secured 1st Lien Term Loan B due
2021, B3 (LGD4, 60%) (to be withdrawn at the close of the
transaction)

Assigned $225 million senior secured 1st Lien Term Loan B due
2020, B3 (LGD4, 58%)

Assigned $75 million senior secured 2nd Lien Term Loan B due
2021, Caa1 (LGD5, 78%)

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The B3 corporate family rating reflects the projected negative
free cash flow over the rating horizon resulting from
restructuring initiatives and the execution risk inherent in these
initiatives. The rating also reflects the company's weak operating
margins, high concentration of sales and fragmented and
competitive industry structure. Printpack has undertaken
significant restructuring initiatives which are projected to
continue to require excess capital spending and result in negative
free cash flow over the rating horizon. Additionally, the
company's operating margins are weak for the rating category and
are expected to remain so even after the completion of the
initiatives. The company also has a high concentration of sales,
lengthy lags on raw material cost pass-throughs and no cost pass-
throughs for costs other than raw materials.

Strengths in the company's profile include a high percentage of
sales from food packaging, long standing relationships with blue
chip customers and some exposure to faster growing markets.
Additionally, approximately 85% of business, on a dollar weighted
basis, is under contract and a high percentage of business has
contractual cost pass-throughs for raw materials. Currently,
Printpack has some exposure to faster growing markets such as pet
food and medical products, however, both markets account for a
small percentage of sales. The company also spends approximately
1%-2% of sales annually on R&D and new product development.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
fails to execute on its restructuring initiatives. Specifically,
the ratings could be downgraded if debt to EBITDA increased to
above 6.8 times, EBIT to interest expense declined below 1.0
times, and free cash flow to debt remained below 1.0%.

The rating could be upgraded if Printpack sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity.
Specifically, the company would need to improve debt to EBITDA to
below 6.0 times, EBIT to interest expense to over 1.4 times, free
cash flow to debt to above 4.5%, and the EBIT margin to the mid-
single digits.

Printpack Holdings, Inc. ("Printpack"), headquartered in Atlanta,
GA, is a manufacturer of flexible and specialty rigid packaging,
supplying nearly all food and many non-food categories. The
company manufactures an array of packaging products, including
flexible rollstock, rigid containers and sheets, bags, labels, and
pouches, serving various end markets. The company has long
standing relationships with blue chip customers, with the top ten
customers accounting for approximately 56% of sales in 2013. As of
the twelve months ended December 31, 2013, Printpack generated
approximately $1.4 billion of revenue.


QUANTUM FUEL: Incurs $3.2 Million Net Loss in First Quarter
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss attributable to stockholders of
$3.20 million on $7.95 million of revenue for the three months
ended March 31, 2014, as compared with a net loss attributable to
stockholders of $6.90 million on $4.40 million of revenue for the
same period in 2013

As of March 31, 2014, the Company had $75.07 million in total
assets, $40.28 million in total liabilities and $34.79 million in
total stockholders' equity.

The Company's principal sources of liquidity as of March 31, 2014,
consisted of consolidated cash and cash equivalents of $16.9
million and $5 million of availability under its line of credit.

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

                        http://is.gd/JvremR

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.


RESPONSE BIOMEDICAL: Incurs C$1.5 Million Net Loss in 1st Qtr.
--------------------------------------------------------------
Response Biomedical Corp. reported a net loss and comprehensive
loss of C$1.52 million on C$2.55 million of product sales for the
three months ended March 31, 2014, as compared with a net loss and
comprehensive loss of C$9.96 million on C$3.56 million of product
sales for the same period last year.

Cash and cash equivalents as of March 31, 2014, were $4.05 million
compared to $2.96 million as of Dec. 31, 2013.  During the
quarter, the Company received US$1.5 million of the total US$2.5
million term loan from Silicon Valley Bank that it had secured
during the quarter.

Response's Chief Executive Officer, Jeff Purvin, commented on
Response's Q1 2014 performance, saying, "Our transition away from
our two former distributors to our two new distributors in China,
which started late last year, is continuing.  Our new distributors
purchased approximately $1.5 million in Q1, up 17% from the fourth
quarter of 2013 but approximately $600 thousand less than what our
previous distributors purchased from us in the comparable quarter
in 2013.  Our new distributors are now fully trained and are
selling to both new and existing customers.  As with any new
distributors, we believe they will need some time to get
accustomed to selling our product.  Yet, we are encouraged that
they are already demonstrating the ability to find and sell to our
previous distributors' hospital customers as well as establishing
a base of new customers from which to grow.  We expect to add an
additional source of increased distribution in China that will
target a different tier of hospital than our two new Chinese
distributors, further increasing our growth potential in China."

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

                        http://is.gd/vHZ3dG

                      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.


SAAB CARS: National Electric Vehicle Pulls the Plug on Auto Brand
-----------------------------------------------------------------
John Stoll, writing for Daily Bankruptcy Review, reported that the
Chinese-backed company working to revive Sweden's Saab automobile
brand has been forced to halt production and pare back staff as
one of its shareholders allegedly backed out of financing
commitments, creating the need to find new investors.

According to the report, National Electric Vehicle Sweden AB
bought the Saab brand out of bankruptcy in 2012 and restarted
production of the Saab 9-3 sedan on Sweden's west coast late last
year.  Producing a half-dozen vehicles a day and selling them
online, the company had plans to build an electric car for sale in
China as early as 2014, the report related.  It eventually hoped
to launch a range of new models based on the so-called Phoenix
vehicle architecture, development of which began when General
Motors Co. owned Saab, the report further related.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, in consideration of the petition
filed on Jan. 30, 2012, granted Saab Cars North America, Inc.,
relief under Chapter 11 of the Bankruptcy Code.

Attorneys Stevens & Lee, P.C., and Butzel Long, represent the
Debtors as counsel.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli PC as its
Delaware counsel.

As of July 16, 2013, all conditions to consummation of the Third
Amended Plan of Liquidation of Saab North America, Inc., set forth
in Article 6.1 of the Plan were either satisfied or waived,
according to papers filed with the Bankruptcy Court on July 18,
2013.  Accordingly, on July 18, 2013, counsel for the Liquidating
Trustee sent notice that the Effective Date occurred with respect
to the Plan.


SANUWAVE HEALTH: Incurs $2.5 Million Net Loss in First Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $2.56 million on
$145,098 of revenue for the three months ended March 31, 2014, as
compared with a net loss of $5.36 million on $201,234 of revenue
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $8.56
million in total assets, $6.85 million in total liabilities and
$1.71 million total stockholders' equity.

"We have achieved two significant milestones for SANUWAVE in the
last two months," stated Kevin A. Richardson, Chairman of the
board of directors.  "First we completed a private placement which
provides the Company the resources to complete the dermaPACE
clinical trial and, assuming positive clinical results, obtain FDA
approval in 2015.  Secondly, we achieved the 90 patient minimum
enrollment in the dermaPACE clinical trial.  We anticipate having
the feedback from the Data Monitoring Committee regarding the
first 90 patients in the third quarter and look forward to
updating shareholders at that time."

"We remain focused on achieving FDA approval as soon as possible
in order to make dermaPACE available to the millions of U.S.
patients who suffer from debilitating, recalcitrant diabetic foot
ulcers," concluded Mr. Richardson.

On March 31, 2014, the Company had cash and cash equivalents of
$7,231,946 compared with $182,315 as of Dec. 31, 2013, an increase
of $7,049,631.  Management believes that these funds will support
the Company's operations into the third quarter of 2015.

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

                        http://goo.gl/WvRNtq

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/atobHs

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE reported a net loss of $11.29 million on $800,029 of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $6.40 million on $769,217 of revenue in 2012.


SB PARTNERS: Reports $284,000 Net Loss in First Quarter
-------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$284,246 on $625,749 of total revenues for the three months ended
March 31, 2014, as compared with a net loss of $272,785 on
$623,087 of total revenues for the same period last year.

As of March 31, 2014, the Company had $17.34 million in total
assets, $22.53 million in total liabilities and a $5.18 million
total partners' deficit.

As of March 31, 2014, the Company had cash and cash equivalents of
approximately $634,000.  These balances are approximately $10,000
higher than cash and cash equivalents held on Dec. 31, 2013.  Cash
and cash equivalents increased during the three months ended
March 31, 2014, due to cash flow generated from operating
activities at the Company's two wholly owned properties partially
offset by interest on the Company's loan and partnership expenses.

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

                        http://is.gd/xR2bap

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

SB Partners incurred a net loss of $1.10 million in 2012 as
compared with a net loss of $1.02 million in 2011.


SCIENTIFIC GAMES: Moody's Cuts Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded Scientific Games
Corporation's ("SGC") Corporate Family Rating to B1, Probability
of Default Rating to B1-PD, senior secured bank debt rating to
Ba3, and senior subordinated notes rating to B3. The rating
outlook is stable.

The downgrade reflects Moody's view that slower than expected
growth in SGC's Gaming and Instant Products segments will cause
Moody's adjusted leverage to exceed 6.0 times by the end of 2014.
At the time of SGC's announced acquisition of WMS in May 2013,
Moody's stated that SGC would need to achieve debt/EBITDA of
between 5.0 and 5.5 times in order to maintain its Ba3 Corporate
Family Rating. Over the next 12 to 18 months, Moody's anticipates
that any improvement in the company's revenue and earnings will be
challenged by continuing weakness in certain end markets,
resulting in constrained free cash flow generation and limited
opportunities for material debt repayment.

Ratings downgraded:

Scientific Games Corporation:

Corporate Family Rating to, B1 from Ba3

Probability of Default Rating, to B1-PD from Ba3-PD

$250 mil. 8.125% sr. sub. notes due 2018, to B3 (LGD 5, 88%) from
B2 (LGD 5, 87%)

Scientific Games International, Inc.:

$300 mil. secured revolver due 2018, to Ba3 (LGD 3, 35%) from Ba2
(LGD 3, 34%)

$2.3 bil. secured term loan B due 2020, to Ba3 (LGD 3, 35%) from
Ba2 (LGD 3, 34%)

$350 mil. 9.25% sr. sub. notes due 2019, to B3 (LGD 5, 88%) from
B2 (LGD 5, 87%)

$300 mil. 6.25% sr. sub. notes due 2020, to B3 (LGD 5, 88%) from
B2 (LGD 5, 87%)

Ratings Rationale

SGC's B1 Corporate Family Rating considers the company's high
leverage, continued integration risk of WMS, and Moody's view that
the anemic macro-economic environment may curtail spending on
discretionary purchases such as lottery tickets and gaming. Also
considered are the significant capital investment requirements of
the lottery sector, and that pricing on new contracts, re-bids and
extensions may decline due to competitive pressure. Positive
rating considerations include SGC's large installed base of gaming
machines and lottery terminals, extensive portfolio of licensed
brands, and good customer and geographic diversity. The rating
also incorporates the recurring nature of the company's contract-
based earnings and cash flow and its substantial presence in the
instant ticket segment of the lottery industry, recent lottery
contract wins.

SGC's stable rating outlook reflects Moody's expectation that
despite the key credit concerns previously mentioned, the company
will be able to generate a level of free cash flow that will
enable it to repay enough debt to avoid a further increase in
leverage. Ratings could be lowered if SGC's debt/EBITDA remains
above 5.5 times over the intermediate term. A higher rating would
require that SGC achieve and maintain debt/EBITDA at or below 4.25
times and EBITDA less capital expenditures/interest at or above
4.0 times. A higher rating would also require that SGC maintain
its good liquidity profile.

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

Scientific Games Corporation is an integrated supplier of instant
tickets, systems, and services to lotteries worldwide. The company
also supplies server-based gaming terminals and systems,
interactive betting terminals and systems, and wagering systems
and services to licensed bookmakers, bingo halls and arcades. WMS
designs, manufactures and markets video and mechanical reel-
spinning gaming machines, and video lottery terminals.


SIMON WORLDWIDE: Amends LLC Agreement of Three Lions
----------------------------------------------------
Simon Worldwide, Inc., on May 7, 2014, entered into a first
amendment to the Limited Liability Company Agreement of Three
Lions Entertainment, LLC, dated March 18, 2013, by and among the
Company, Richard Beckman, Joel Katz and OA3, LLC.

Pursuant to the First Amendment, the terms of Section 1.1 and
Article 9 of the LLC Agreement were amended to permit each member
of Three Lions, including the Company, to:

    (i) pledge up to 100 percent of its membership interests,
        economic interests or units in Three Lions as security for
        Three Lions' obligations under that certain Revolving
        Credit, Security, Guaranty and Pledge Agreement, dated as
        of May 7, 2014, by and among Three Lions, the guarantors
        named therein, SunTrust Bank, as lender, and SunTrust
        Bank, as administrative agent for the lender; and

   (ii) enter into a pledge agreement in favor of SunTrust
        pursuant to which those member agrees to pledge 100
        percent of its membership interests, economic interests,
        or units in Three Lions as security for Three Lions'
        obligations under the Credit Agreement.  The Company is
        not a party to the Credit Agreement or named as a
        guarantor therein.

The First Amendment also provides that any interests or units in
Three Lions transferred pursuant to any such pledge agreement will
not be subject to any rights of first refusal, co-sale rights or
drag along rights of the other members set forth in the LLC
Agreement, and that in the event SunTrust forecloses on any such
interests or units, it will be admitted to Three Lions as a member
and entitled to all voting and other rights as a member of Three
Lions.

The First Amendment also amended Section 4.4.3 of the LLC
Agreement, pursuant to which OA3 is obligated to make available to
Three Lions, upon the request of its chief executive officer, a
revolving loan facility in a principal amount not to exceed
$6,000,000 on the terms set forth in the LLC Agreement.  Pursuant
to the First Amendment, Section 4.4.3 was amended to provide that
Three Lions is only permitted to draw on the OA3 Loan Facility for
the sole purpose of providing funding necessary for Three Lions to
cure any defaults under the Credit Agreement, and that the OA3
Loan Facility will be subordinate and junior in right of payment
of the obligations under the Credit Agreement.  OA3 is the
managing member of Multi-Accounts, a California limited liability
company, which is the general partner of Overseas Toys, L.P., a
Delaware limited partnership that is the direct beneficial owner
of 65,287,045 shares of the Company's common stock, $0.01 par
value per share, representing approximately 87.6 percent of the
Company's outstanding common stock.  Ronald W. Burkle, an
individual, controls OA3.

A copy of the First Amendment to LLC Agreement is available at:

                        http://is.gd/0KnHOE

                         Pledge Agreement

On May 7, 2014, the Company also entered into a Pledge Agreement,
by and between the Company and SunTrust.  Pursuant to the Pledge
Agreement, the Company pledged all of its equity interests in
Three Lions (constituting 94.445 percent of the Investor Units (as
defined in the LLC Agreement) of Three Lions) and any and all
proceeds therefrom, to SunTrust as security for Three Lions'
obligations under the Credit Agreement.  Unless and until an event
of default will have occurred and be continuing under the Credit
Agreement, the Company shall retain all voting rights, and rights
to receive any cash dividends or distributions paid while no event
of default is continuing, with respect to the Pledged Securities
so long as those rights are exercised in a manner not inconsistent
with the terms of the Pledge Agreement and the Credit Agreement.
The Company's pledge of the Pledged Securities under the Pledge
Agreement will terminate only upon the payment in full and
termination of Three Lions' obligations under the Credit
Agreement.  The Pledge Agreement expressly provides that SunTrust
will not have any claim, remedy or right to proceed against the
Company for any deficiency in payment or performance of the
obligations under the Credit Agreement, from any source other than
the Pledged Securities pledged by the Pledge Agreement.

                        About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide reported a net loss of $3.63 million on $0 of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $1.52 million on $0 of revenue for the year ended Dec. 31,
2012.  The Company incurred a net loss of $1.97 million on $0
revenue in 2011.  As of Dec. 31, 2013, the Company had $8.27
million in total assets, $83,000 in total liabilities and $8.19
million in total stockholders' equity.


SKYLINE MANOR: U.S. Trustee Appoints 5-Member Creditors' Panel
--------------------------------------------------------------
Nancy Gargula, U.S. Trustee for Region 13, notified the U.S.
Bankruptcy Court for the District of Nebraska that she has
appointed an official committee of unsecured creditors for Skyline
Manor, Inc., pursuant to Sections 1102(a) and 1102(b)(1) of the
Bankruptcy Code.

The Committee members are:

   (1) REHAB CARE GROUP EAST, INC.
       d/b/a RehabCare Group Therapy Services, Inc.
       Janice McBroom, Director of Credit
       7733 Forsyth Blvd., Suite 1700
       St. Louis, MO 63105
       Phone: 314-659-2106
       Email: Janice.mcbroom@rehabcare.com

       c/o Phillip Martin, Esq.
       FULTZ MADDOX HOVIOUS & DICKENS, PLC
       101 South Fifth Street, Suite 2700
       Louisville, KY 40202
       Phone: 502-588-2000
       Email: pmartin@fmhd.com

   (2) PHARMACY CORPORATION OF AMERICA
       d/b/a Pharmerica Kathy Jivery
       1900 South Sunset, Unit1A
       Longmont, CO 80501
       Phone: (720) 652-4518
       Email:  katherine.jivery@pharmerica.com

       c/o Phillip Martin, Esq.
       FULTZ MADDOX HOVIOUS & DICKENS, PLC
       101 South Fifth Street, Suite 2700
       Louisville, KY 40202
       Phone: 502-588-2000
       Email: pmartin@fmhd.com

   (3) HOST COFFEE SERVICE, INC.
       Scott Schultz, President
       4320 South 102nd Street
       Omaha, NE 68127
       Phone: 402-339-0440
       Email: hostcoffee@yahoo.com

   (4) OMNICARE PHARMACY OF NEBRASKA, LLC
       JoAnn Billman, Senior Manager-Special Accounts
       900 Omnicare Center
       201 East 4th Street
       Cincinnati, OH 45202
       Phone: 513-719-2703 ext: 56398
       Email: joann.billman@omnicare.com

   (5) SYSCO LINCOLN
       Brian Chambers, Credit Manager
       900 Kingbird Road
       Lincoln, NE 68521
       Phone: 402-421-5301
       Email: bchambers@lincoln.sysco.com

The U.S. Trustee is represented by Assistant U.S. Trustee Patricia
D. Fahey, and Jerry L. Jensen, Esq. -- Jerry.L.Jensen@usdoj.gov --
Attorney for U.S. Trustee Office of United States Trustee, in
Omaha, Nebraska.

                        About Skyline Manor

Skyline Manor, Inc., operates a retirement community in Omaha.
The facility offers apartments, assisted-living units, skilled
nursing beds and hospice care.

Skyline Manor filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
Judge Thomas L. Saladino presides over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.


SKYLINE MANOR: Secured Lender Wants A Trustee to Take Over
----------------------------------------------------------
Oxford Finance LLC asks the U.S. Bankruptcy Court for the District
of Nebraska to appoint a Chapter 11 trustee for Skyline Manor,
Inc., to ensure honest, competent and proper management of the
bankrupt operator of retirement community and living facility in
Omaha.

Oxford is Skyline's senior secured lender and has liens on all of
the Debtor's real and personal property.  As of the Petition Date,
Skyline was indebted to Oxford in the principal amount of
approximately $11,474,364, plus accrued interest, fees, and costs.
Oxford tells the Court that throughout the life of its loan with
Skyline, the Debtor's board of directors has been unresponsive to
the lender.  Oxford asserts that cause exists for the appointment
of a Chapter 11 trustee because neither the Debtor, its chief
restructuring officer, nor its BOD, can be trusted to carry out
the Debtor's fiduciary duties in the bankruptcy case.

Oxford relates that the Debtor has been in default under the loan
for more than a year and yet despite Oxford's attempts to find a
resolution with Skyline, the Debtor and its CRO admitted to
intentionally diverting Oxford's collateral and have refused to
disclose Skyline's books and records to Oxford -- an obligation
that is required under its loan agreements and an act which was
meant to preclude Oxford from detecting the extent of the Debtor's
diversion of funds and accounting deficiencies.

Oxford and Skyline has entered into a stipulation agreeing on
discovery schedule relating to Oxford's request for the
appointment of a Chapter 11 trustee.

Oxford separately filed a motion asking the Bankruptcy Court to
prohibit the Debtor's use of cash collateral securing its
prepetition indebtedness from Oxford.  Oxford says it is prepared
to negotiate an interim cash collateral order for the use of its
cash collateral with a reasonable budget that coincides with the
timing of the lender's request for the appointment of a Chapter 11
trustee.  However, Oxford says the Debtor has delayed all
conversations related to the proposal and, in essence, has been
non-responsive.

Oxford is represented by:

         Jeffrey J. Blumel, Esq.
         Robert M. Schartz, Esq.
         Ryan M. Kunhart, Esq.
         ABRAHAMS KASLOW & CASSMAN LLP
         8712 West Dodge Road, Suite 300
         Omaha, NE 68114
         Telephone: 402-392-1250
         Facsimile: 402-392-0816
         Email: jblumel@akclaw.com
                rschartz@akclaw.com
                rkunhart@akclaw.com

            -- and --

         Kenneth J. Ottaviano, Esq.
         Paige E. Barr, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         525 West Monroe Street
         Chicago, Illinois 60661
         Telephone: 312-902-5200
         Facsimile: 312-902-1061
         Email: Kenneth.Ottaviano@kattenlaw.com
                Paige.Barr@kattenlaw.com

                        About Skyline Manor

Skyline Manor, Inc., operates a retirement community in Omaha.
The facility offers apartments, assisted-living units, skilled
nursing beds and hospice care.

Skyline Manor filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
Judge Thomas L. Saladino presides over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.


SWIFT ENERGY: S&P Revises Outlook to Negative & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Swift Energy Co. to negative from stable and affirmed
its 'B+' corporate credit rating on the company.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'B' from 'B+' and revised the
recovery rating on this debt to '5' from '4', reflecting S&P's
expectation of modest (10% to 30%) recovery to creditors in the
event of a payment default.

"The negative outlook reflects our expectation that credit
protection measures will be weak for the rating over the next year
and will continue to deteriorate thereafter unless the company
executes additional planned asset sales or improves margins," said
Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P could lower the rating if it expects FFO to debt to remain
below 20% and debt to EBITDAX to exceed 4x for a sustained period.

S&P could revise the outlook to stable if it expects Swift Energy
to maintain leverage at levels S&P believes are appropriate for
the rating.


SYNTROLEUM CORP: Incurs $6.48-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------------
Syntroleum Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $6.48 million on $261,000 of total
revenues for the three months ended March 31, 2014, compared with
net income of $11.02 million on $899,000 of total revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$46.74 million in total assets, $15.53 million in total
liabilities, and stockholders' equity of $31.22 million.

"The Company has an accumulated deficit of $369 million and
expects future cash requirements exceeding its capital
availability, raising substantial doubt about the Company's
ability to continue as a going concern," according to the
regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/DmwH9s

Syntroleum Corporation, together with its subsidiaries, is engaged
in the commercialization and licensing of its technologies for the
production of synthetic liquid hydrocarbons in the United States.
It provides Syntroleum Process for Fischer-Tropsch (FT) conversion
of synthesis gas into liquid hydrocarbons; Synfining Process for
upgrading FT liquid hydrocarbons into refined petroleum products;
and Bio-Synfining technology to accommodate fats, oils, greases,
fatty acids, and similar feedstocks in the production of renewable
fuels. The company also offers engineering services, including
design engineering, project management, application engineering,
and site support services. Syntroleum Corporation was founded in
1984 and is based in Tulsa, Oklahoma.


TELKONET INC: Incurs $814,000 Net Loss in First Quarter
-------------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $813,969 on $2.63 million
of total net revenues for the three months ended March 31, 2014,
as compared with a net loss attributable to common stockholders of
$584,743 on $3.12 million of total net revenues for the same
period in 2013.

As of March 31, 2014, the Company had $10.49 million in total
assets, $5.57 million in total liabilities, $1.20 million in
redeemable preferred stock and $3.72 million in shareholders'
equity.

Jason Tienor, Telkonet's CEO stated, "While significantly impacted
by deferred revenue recognition due to delayed customer signoffs,
Telkonet saw traction in a typically slow quarter.  With continued
growth of our record backlog entering into the busiest season for
our educational market, we remain excited about 2014 and the wins
we've seen from business development across our diversified target
market segments."

Gene Mushrush, Telkonet's CFO commented, "In accordance with
GAAP's revenue recognition guidelines, which require fulfillment
of our contractual obligations prior to recognizing revenues
associated with those obligations, $0.5 million in progress
billings were recorded as deferred revenue at quarter end.  This
revenue will be recognized based on the timing of customer
signoffs, which we anticipate will occur during Telkonet's fiscal
second quarter.  In the short term, we've taken the necessary
steps to address expenses accordingly."

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

                       http://goo.gl/wYzFPd

                         About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders
of $4.90 million on $13.88 million of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss attributable
to common stockholders of $507,558 on $12.75 million of total net
revenues in 2012.

BDO USA, LLP, in Milwaukee, Wisconsin, 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 history of losses from operations, a working
capital deficiency, and an accumulated deficit of $121,948,847
that raise substantial doubt about its ability to continue as a
going concern.


THAD DEVIER HOLDING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                               Case No.
     ------                               --------
     Thad Devier Holding Company, LLC     14-11229
     2027 Jefferson Street
     Mandeville, LA 70448

     Devier Design Build, LLC             14-11231
     2027 Jefferson Street
     Mandeville, LA 70448

Chapter 11 Petition Date: May 16, 2014

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Jerry A. Brown

Debtors' Counsel: Phillip K. Wallace, Esq.
                  PHILLIP K. WALLACE, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  Email: PhilKWall@aol.com

                                     Estimated  Estimated
                                       Assets   Liabilities
                                    ----------  -----------
Thad Devier Holding                  $0 - $50K   $1MM-$10MM
Devier Design Build                 $1MM-$10MM   $1MM-$10MM

The petitions were signed by Thad Devier, managing member.

A list of Thad Devier Holding Company's three largest unsecured
creditors is available for free at:

                http://bankrupt.com/misc/laeb14-11229.pdf

A list of Devier Design Build's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb14-11231.pdf


THERMOENERGY CORP: Reports $1.6 Million Net Loss in First Quarter
-----------------------------------------------------------------
ThermoEnergy Corporation recorded a net loss of $1.62 million on
$202,000 of revenue for the three months ended March 31, 2014, as
compared with a net loss of $1.07 million on $1 million of revenue
for the same period last year.

The Company's balance sheet at March 31, 2014, showed $3.12
million in total assets, $9.57 million in total liabilities, $8.97
million in series C convertible redeemable preferred stock and a
$15.42 million total stockholders' deficiency.

A copy of the Form 10-Q as filed with the U.S. Securities and
Exchange Commission is available for free at http://goo.gl/xZQmK1

                  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.

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


TLO LLC: Hiring Furr and Cohen as Attorney
------------------------------------------
TLO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Florida to continue the employment of Robert
C. Furr, Esq., and Furr and Cohen, P.A. as attorney, nunc pro tunc
to the date of confirmation, April 29, 2014.

The Debtor desires to continue the employment of Robert C. Furr
and Furr and Cohen, P.A. as attorneys for post-confirmation
services.  The Debtor's plan was confirmed on Apr. 30, 2014,
pursuant to the Order Confirming Debtor's Amended Plan of
Liquidation.  Furr and Cohen have agreed to be compensated in
accordance with 11 U.S.C. Section 330 and the provisions of the
Plan and Confirmation Order.

Robert C. Furr 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.

Furr and Cohen can be reached at:

       Robert C. Furr, Esq.
       FURR AND COHEN, P.A.
       2255 Glades Road, Suite 337W
       Boca Raton, FL 33431
       Tel: (561) 395-0500
       Fax: (561) 338-7532
       E-mail: rfurr@furrcohen.com

                          About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Seeks Court Approval to Continue Akerman Engagement
------------------------------------------------------------
TLO LLC asks the U.S. Bankruptcy Court for the Southern District
of Florida to authorize the continued employment of David C.
Ristaino, Esq., and Akerman LLP as attorney, nunc pro tunc to the
date of confirmation, April 29, 2014.

The retention of Akerman Senterfitt, nka Akerman LLP was
authorized pre-confirmation by order approving the employment of
David Ristaino and the Law Firm of Akerman Senterfitt, as
corporate special counsel to the debtor-in-possession.  The
Debtor's plan was confirmed on Apr. 30, 2014, pursuant to the
Order Confirming Debtor's Amended Plan of Liquidation.

Akerman LLP will be paid at these hourly rates:

       David C. Ristaino           $480
       Attorneys                 $190-$600

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

Akerman LLP can be reached at:

       David C. Ristaino, Esq.
       AKERMAN LLP
       350 East Las Olas Blvd., Suite 1600
       Fort Lauderdale, FL 33301
       E-mail: david.ristaino@akerman.com

                          About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Wants to Continue Marcum LLP Engagement
------------------------------------------------
TLO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Florida for the continued employment of Alan
R. Barbee and Marcum LLP as accountant, nunc pro tunc to the date
of confirmation, Apr 29, 2014.

The Debtor would like to continue to employ Alan R. Barbee and
Marcum LLP as its accountants for post-confirmation services.

The Debtor's plan was confirmed on Apr. 30, 2014, pursuant to the
Order Confirming Debtor's Amended Plan of Liquidation.

Marcum LLP will be paid at these hourly rates:

       Partners                $350-$475
       Senior Managers         $275-$360
       Managers                $230-$270
       Supervisors             $180-$240
       Seniors                 $160-$190
       Staff                   $145-$160
       Paraprofessionals       $75-$130

Marcum LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Alan R. Barbee, Esq., partner of Marcum LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Marcum LLP can be reached at:

       Alan R. Barbee
       MARCUM, LLP
       525 Okeechobee Blvd., Ste. 750
       West Palm Beach, FL 33401
       Tel: (561) 653-7350

                          About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TRANS-LUX CORP: Incurs $1.8 Million Net Loss in 2013
----------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.86 million on $20.90 million of total revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $1.36 million
on $23.02 million of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $18.50
million in total assets, $17 million in total liabilities and
$1.50 million in total stockholders' equity.

BDO USA, LLP, in Melville, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a significant working capital deficiency that raise substantial
doubt about its ability to continue as a going concern.  Further,
the Company is in default of the indenture agreements governing
its outstanding 9 1/2 Subordinated debentures which was due in
2012 and its 8 1/4 percent Limited convertible senior subordinated
notes which was due in 2012 so that the trustees or holders of 25
percent of the outstanding Debentures and Notes have the right to
demand payment immediately.  Additionally, the Company has a
significant amount due to their pension plan over the next 12
months.

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

                        http://is.gd/Hsg9az

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.


TRANSGENOMIC INC: Files Form 10-Q, Had $4.2-Mil. Net Loss in Q1
---------------------------------------------------------------
Transgenomic, Inc., reported a net loss of $4.17 million on $6.25
million of net sales for the three months ended March 31, 2014, as
compared with a net loss of $3.58 million on $7.37 million of net
sales for the same period during the prior year.

The Company's balance sheet at March 31, 2014, showed $30.71
million in total assets, $16.42 million in total liabilities and
$14.29 million in total stockholders' equity.

A copy of the Form 10-Q as filed with the U.S. Securities and
Exchange Commission is available for free at http://goo.gl/0Xmn5X

                      J. Thompson Joins Board

Transgenomic, Inc., appointed John D. Thompson to its Board of
Directors.  His appointment was effective May 14, 2014.

"John Thompson brings extensive experience in life sciences
business development, corporate strategy and mergers and
acquisitions at top tier firms to our Board," said Rodney S.
Markin, M.D., Ph.D., Chairman of Transgenomic.  "John's insights
and expertise gained from his years as an influential strategist
and dealmaker at legendary life sciences firms should be extremely
valuable to Transgenomic as we work to achieve a leadership
position in the rapidly growing personalized medicine arena."

Mr. Thompson commented, "We are at an important juncture in the
life sciences, as rapidly evolving technology, globalizing markets
and changing customer expectations are creating large
opportunities for companies with innovative technology and the
requisite business savvy.  Transgenomic has unique technologies
with very large commercial potential, and I look forward to the
opportunity to contribute at this exciting time for the company."

Most recently, Mr. Thompson has served as a consultant and board
member to a number of life sciences enterprises.  Previously, he
was Senior Vice President, Strategy and Corporate Development at
Invitrogen Corporation, where he completed over 20 transactions
with an aggregate value in excess of $2 billion, in-licensed more
than 200 compounds, and charted the company's ambitious growth
plans.  Previously he was senior vice president, Strategic and
Business Development at Dexter Corporation, where he led
restructuring activities involving more than a dozen acquisitions
and divestitures.  Earlier he was vice president, financial
services and treasurer, where he negotiated financings totaling
$100 million, and refinanced multicurrency debt and credit
agreements.

Mr. Thompson also worked at Dexter subsidiary, Life Technologies.
As senior vice president and general manager, Americas Research
Products Division, he helped achieve annual double-digit sales and
earnings growth while divesting less promising businesses. As Vice
President Finance, Secretary and Treasurer, he helped focus the
business on high technology products, oversaw the merger that
resulted in the formation of Life Technologies and helped ensure
the success of its IPO.

Mr. Thompson began his career in public accounting at Ernst &
Young.  He received a BBS degree from Cleveland State University.

On May 14, 2014, in connection with his appointment to the Board,
Mr. Thompson was granted an option to purchase 5,000 shares of
Transgenomic's common stock with an exercise price of $4.14, which
will vest in full on the one-year anniversary of the date of
grant, subject to Mr. Thompson's continued service with
Transgenomic through the vesting date.  As an independent
director, Mr. Thompson will be entitled to receive an annual
retainer of $20,000 for his service on the Board and an additional
annual retainer of $2,500 for his service on the Audit Committee
of the Board, each in accordance with Transgenomic's independent
director compensation program.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013 as compared with a net loss available to
common stockholders of $8.98 million in 2012.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRISTAR WELLNESS: Delays Form 10-Q for First Quarter
----------------------------------------------------
TriStar Wellness Solutions, Inc.,  filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form 12b-
25 with respect to its quarterly report on Form 10-Q for the
quarter ended March 31, 2014.  The Company said data and other
information regarding certain material operations of the Company,
as well as its financial statements required for the filing, are
not currently available and could not be made available without
unreasonable effort and expense.

The Company said it anticipates its financial results for the
three months ended March 31, 2014, will differ significantly from
the same period of the prior year due to:

   (i) the Asset Purchase Agreement with NorthStar Consumer
       Products, LLC, a Connecticut limited liability company,
       that closed on Feb. 12, 2013; and

  (ii) the Company's acquisition of HemCon Medical Technologies
       Inc., an Oregon corporation, that closed on May 6, 2013.

"Unlike the three months ended March 31, 2013, our financial
statements for the three months ended March 31, 2014 will reflect
the operations of HemCon, which relate to the development,
manufacturing and marketing of innovative wound care/infection
control medical devices.  The operations we acquired as a result
of our acquisition of HemCon will significantly impact our revenue
and cost of goods sold, operating expenses, as well as change our
net profit/loss for the three months ended March 31, 2014 when
compared to the same period a year ago.  The exact impact will not
be known until our financial statements for the three months ended
March 31, 2014 are completed," the Company stated in the filing.

                            About Tristar

Westport Conn.-based Tristar Wellness Solutions, Inc., is a
company involved in developing, manufacturing and marketing HemCon
Medical Technologies Inc.'s innovative wound care/infection
control medical devices, as well as, developing, marketing and
selling NorthStar Consumer Products, LLC's Beaute de Maman(TM)
product line, which is a line of skincare and other products
specifically targeted for pregnant women, as well as developing
the Soft and Smooth Assets.

In April 2012, the Company changed its name from "Biopack
Environmental Solutions, Inc." to "Tristar Wellness Solutions,
Inc."  This name changes was effected by the agreement between the
holders of its preferred stock, which account for the voting
control of the company with Rockland Group, LLC, under which
Rockland purchased shares of TriStar Wellness Solutions, Inc.

Tristar Wellness reported a net loss of $12.62 million on $3.77
million of sales revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $2.24 million on $0 of sales revenue
in 2012.  The Company's balance sheet at Dec. 31, 2013, showed
$5.55 million in total assets, $9.18 million in total liabilities
and a $3.63 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, TX, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered reoccurring losses from operations, and
has an accumulated deficit and working capital deficit as of
Dec. 31, 2013.  These conditions raise substantial doubt about its
ability to continue as a going concern.


TRIUMPH GROUP: Moody's Affirms B2 CFR & Rates New Sr. Notes Ba3
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
Ba2 Corporate Family Rating and the Ba2-PD Probability of Default
rating of Triumph Group ("Triumph"). Concurrently, Moody's
assigned a Ba3 rating to the company's proposed $300 million
senior unsecured notes due 2022. Proceeds from the offering, along
with revolver borrowings, will be used to redeem the company's
existing $350 million 8.625% senior unsecured notes due 2018. The
rating on the existing $350 million notes will be withdrawn upon
completion of the transaction. The Positive Outlook on the rating
has been maintained.

The following ratings were affirmed:

Corporate Family Rating, affirmed at Ba2

Probability of Default Rating, affirmed at Ba2-PD

Ba3 (LGD5, 79% from LGD4, 62%) on the $375 million senior
unsecured notes due 2021

SGL-2 speculative grade liquidity rating

Positive Outlook

The following ratings were assigned:

Ba3 (LGD5, 79%) to the new $300 million senior unsecured notes due
2022

Ratings Rationale

Triumph's Ba2 corporate family rating reflects the company's
capabilities as a well established supplier to the Aerospace &
Defense industry with a Tier One capable-aerostructure business,
diversified across a wide breadth of commercial and military
aircraft programs as well as the sole-source nature of many of the
company's programs. The rating is further supported by Triumph's
robust backlog ($4.75 billion as of March 31, 2014 -- up 5% over
the prior year and representing more than 100% of revenues) which
should allow the company to benefit from the cyclical upturn in
commercial aircraft demand and anticipated modest improvements in
regional and business jets. The rating is constrained by the
cyclicality of the commercial aerospace industry, the still large
customer concentration (Boeing accounts for ~45% of sales), and
the sensitivity of military product demand to public policy and
budgetary pressures. The rating is also tempered by concerns
around a weakening of the quality of Triumph's platform portfolio
following the pending stoppage and/or decline in production rates
of several key programs such as the Boeing 747-8, V-22 and C-17.

Moody's notes that Triumph's operating performance has weakened
over the last few quarters resulting in an across-the-board
softening of credit metrics (with leverage increasing
approximately 0.5x to 3.5x on a Moody's adjusted basis). Much of
this weakening is driven by what are expected to be one-off
relocation and disruption costs of approximately $70 million
associated with the Jefferson Street and Red Oak facilities along
with approximately $85 million of charges relating to production
rate changes, high overtime levels and expedited delivery charges
on the 747-8 program. Moody's believes that the negative effects
of the aforementioned items are substantially behind Triumph which
should lead to improvements in earnings and cash flows over the
coming quarters along with a less volatile operating position.

The company's SGL-2 Speculative Grade Liquidity rating reflects
expectations for a continuation of a good liquidity profile over
the next 12-18 months. Moody's notes that the weak cash flows of
fiscal 2014 (negative free cash flow of approximately $70 million)
were largely attributable to what are expected to be one-off
relocation and disruption costs along with capital expenditures
and inventory investments all associated with the closure of the
Jefferson Street facility and the opening of the Red Oak facility.
Moody's expects Triumph's cash flow profile to improve
meaningfully during FY 2015, driven by the absence of the
aforementioned items, improved AR collections and lower inventory.
The company maintains a modest cash position ($29 million as of
March 31, 2014) and has access to a $1.0 billion senior secured
revolving credit facility which matures in November 2018. Pro
forma March 31, 2014, availability under the facility is expected
to be approximately $700 million. The revolver contains three
financial covenants including a minimum coverage ratio of 3.5x, a
total leverage ratio of 4.5x and a senior secured leverage ratio
of 2.5x (which concurrent with the refinancing, is expected to be
amended to 3.0x to accommodate potential increases in the
Receivables facility). Moody's expects Triumph to maintain
significant cushions under its financial covenants over the next
four quarters.

The positive rating outlook is predicated on Triumph improving its
earnings profile with EBIT margins reverting to the mid-teens
along with the expectation that Triumph will focus on reducing
leverage through the use of free cash flow. The positive outlook
could be revised to stable if the company were to incur sizable
charges on any of its major platforms or if Triumph's cash flow
profile were not to improve meaningfully over the coming quarters.

A ratings upgrade could occur if Triumph were to sufficiently
lower leverage such that Debt to EBITDA on a Moody's adjusted
basis was sustained below 3 times and free cash flow to debt was
sustained above 15%. Further, meaningful new program wins and/or a
significant upsizing of existing programs could also lead to a
ratings upgrade.

The ratings and/or outlook could be lowered should an unexpected
demand decline occur in the commercial aerospace sector.
Unanticipated rate changes/reduction announcements from the OEM's,
particularly Boeing, which could lead to a deterioration of
Triumph's operating performance, could also result in a ratings
downgrade. Moreover, if Triumph were to increase debt levels
materially for any reason, including acquisitions, shareholder
friendly actions, with debt to EBITDA exceeding 4.5 times on a
sustained basis, the rating could be lowered.

Triumph Group, Inc. principally designs, manufactures, and
overhauls aircraft components and structural assemblies for
commercial and military applications. Revenues were approximately
$3.8 billion for the twelve months ended March 31, 2014.


TUSCANY INTERNATIONAL: Judge Confirms Sale to Lenders
-----------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that a judge approved Tuscany International Drilling Inc.'s plan
to sell its operations to a group of lenders after the company
made changes to the proposal that could give some recoveries to
disgruntled equity holders.

According to the report, Judge Kevin Gross of U.S. Bankruptcy
Court in Wilmington, Del., approved a sale to a group of Tuscany's
lenders, which hold nearly all of Tuscany's $235 million debt,
although the company said in a filing that those lenders may soon
sell the company's Brazilian operations to Argentine conglomerate
Grupo Indalo.  That sale would be for less than $20 million, the
Journal said.

No competing bids were made at an auction earlier in May, meaning
the lenders won Tuscany's assets with a bid of either $125 million
or $155 million, the Journal related.  The purchase price depends
on how much the company gets for two drilling rigs and related
equipment, the Journal further related.

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


UNITEK GLOBAL: Incurs $19.6 Million Net Loss in First Quarter
-------------------------------------------------------------
UniTek Global Services reported a net loss of $19.62 million on
$88.60 million of revenues for the three months ended March 29,
2014, as compared with a net loss of $7.66 million on $113.83
million of revenues for the three months ended March 30, 2013.

The Company's balance sheet at March 29, 2014, showed $249.60
million in total assets, $257.33 million in total liabilities and
a $7.72 million total stockholders' deficit.

"We are finishing the work necessary to file our first quarter
Form 10-Q, and expect to do that by May 19th," said Rocky
Romanella, chief executive officer.  "In the meantime, we believe
that, other than to complete the final remaining elements of the
impairment analysis, we have substantially finalized our financial
results for the quarter, and thus we believe it's important that
we provide preliminary results at this time."

"Our current Fulfillment and Wireless results for the quarter were
strongly impacted by the effects of harsh winter weather
conditions in the Midwest and Northeast where we have significant
operations, however, we continue to believe our focus on safety
and our strategy of diversifying our customer base while focusing
on higher margin business will serve as the cornerstone of the
Company's future.  We have made strides in our safety initiatives
and we remain committed to the continued development of the
Company into an organization that delivers consistent, high-value
and quality service to our customers, with a long-term growth
trajectory."

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

                        http://is.gd/GNJDg8

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.

                         Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report for the
year ended Dec. 31, 2013.

                           *     *     *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSAL BIOENERGY: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the period
ended March 31, 2014.

The Company said it has been unable to complete its Form 10-Q
within the prescribed time because of delays in completing the
preparation of its financial statements and its management
discussion and analysis.  Those delays are primarily due to the
Company's management's dedication to business matters.

                    About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Dec. 31, 2013, the Company
had $9.22 million in total assets, $7.92 million in total
liabilities and $1.29 million in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSAL BIOENERGY: Inks Joint Venture Agreement with GEG
----------------------------------------------------------
Universal Bioenergy Inc. entered into "Acquisition, Marketing and
Distribution Agreement" with Global Energy Group LLC.  The
Agreement is for the parties to engage in a venture whereby GEG
will engage the Company as its agent to develop a customer base
for the sale of energy products and to sell the energy products to
those customers.

GEG, the Company's majority shareholder, is a holding company
whose primary business is the acquisition of strategic business
assets, companies, and investment or joint ventures in both
private and public companies creating a mandated diversity in
GEG's portfolio.  GEG has developed an energy order fulfillment
platform to engage in the physical and financial trading of
natural gas, electricity, petroleum and related energy commodities
which it proposes to use to enable the Company to purchase energy
supplies in larger quantities and to generate greater profit.
With offices in both the United States and United Kingdom, GEG is
positioned to take advantage of strategic relationships with
investor partners and commodities traders in North America,
Europe, and world emerging markets.  In April 2013, Global Energy
Group acquired a major stake in the Company and is now preparing
to expand and capitalize on its investment.  Global Energy Group
LLC owns 1,268,630,000 shares, or 44.78 percent of the Company's
2,833,340,081 outstanding shares of common stock.

The Company and GEG are positioned to take advantage of strategic
relationships with investor partners and established commodities
traders in North America, Europe and the global energy markets.
The companies plan to leverage their relationships through
established energy traders to engage in the physical and financial
trading of natural gas, electricity, petroleum, diesel fuel, jet
fuel and related energy commodities.  The parties plan to purchase
and trade energy contracts on the spot and long-term market, and
trade financial futures and power contracts to generate higher
revenues, margins and earnings.

The partners may use financial derivatives and other contracts to
hedge against the associated risks of both physical and financial
trading.  This will include a diverse portfolio of energy
contracts, but emphasize energy commodities such as natural gas,
petroleum, diesel and jet fuel and electricity.  The alliance
allows the Company to access a relationship with GEG that has its
own established energy order fulfillment platform.  The Company is
projecting that an estimated $100 million in annual revenues could
be generated through the venture from the financial trading from
the energy futures contracts, and the estimates the profits could
be from 2% to 20%, or an estimated $2 to $20 million.

The Company will develop a customer base to whom the Principal may
sell energy products, and sell energy products on Principals
behalf to those customers.  GEG will provide technical and
management assistance, provide guidance and advice on marketing,
and, perform other related consulting, advisory and related
services to the Company as may be reasonably requested from time
to time form GEG.

The "Acquisition, Marketing and Distribution Agreement" was
approved by the Board of Directors of the Company.

A copy of the  Acquisition, Marketing and Distribution Agreement
is available for free at http://is.gd/4NNt6F

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Dec. 31, 2013, the Company
had $9.22 million in total assets, $7.92 million in total
liabilities and $1.29 million in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


VERMILLION INC: Incurs $4 Million Net Loss in First Quarter
-----------------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $3.98 million on $305,000 of total revenue for the three months
ended March 31, 2014, as compared with a net loss of $2.57 million
on $328,000 of total revenue for the same period last year.

As of March 31, 2014, the Company had $27.27 million in total
assets, $4.34 million in total liabilities and $22.92 million in
total stockholders' equity.

"During the quarter, we advanced our OVA1 commercialization
strategy on multiple fronts," said James LaFrance, Vermillion's
chairman, president and CEO.  "We formed ASPiRA LABS, our own
national CLIA laboratory.

"We believe ASPiRA will enable us to control the entire customer
experience and allow us direct access to payers.  We believe this
new lab, coupled with an increased sales presence in the field,
represents a tremendous opportunity to increase adoption and
awareness of OVA1."

As of March 31, 2014, cash and equivalents totaled $26 million.
The company used $3.5 million in cash for operations in the first
quarter of 2014, and expects to utilize $3.3 million to $3.8
million in cash in the second quarter of 2014.

A copy of the Quarterly Report is available for free at:

                       http://goo.gl/3KuyMK

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.79 million on
$1.92 million of total revenue during the prior year.


VERITEQ CORP: Posts $3.5 Million Net Income in First Quarter
------------------------------------------------------------
Veriteq Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $3.55 million on $74,000 of sales for the three months ended
March 31, 2014, as compared with a net loss of $1.31 million on $0
of sales for the same period last year.

As of March 31, 2014, the Company had $7.97 million in total
assets, $15.19 million in total liabilities and a $7.21 million
total stockholders' deficit.

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

                        http://is.gd/MJ2tOQ

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment. VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care. VeriTeQ's dosimeters provide patient safety mechanisms while
measuring and recording the dose of radiation delivered to a
patient in real time. For more information on VeriTeQ, please
visit www.veriteqcorp.com .

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.

EisnerAmper LLP, in New York, 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 recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VERTICAL COMPUTER: Incurs $550,257 Net Loss in First Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc., reported a net loss available to
common stockholders of $550,257 on $2.10 million of total revenues
for the three months ended March 31, 2014, as compared with a net
loss available to common stockholders of $431,498 on $1.34 million
of total revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.39
million in total assets, $18.07 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$25.58 million total stockholders' deficit.

At March 31, 2014, the Company had non-restricted cash-on-hand of
$423,957 compared to $162,709 at Dec. 31, 2013.

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

                        http://goo.gl/rsRVpC

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss applicable to common
stockholders of $3.08 million in 2013 following a net loss
applicable to common stockholders of $2.07 million in 2012.

MaloneBailey, LLP, in Houston, 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 suffered net losses and has a working capital deficiency,
which raises substantial doubt about its ability to continue as a
going concern.


VHGI HOLDINGS: CEO Risinger Quits
---------------------------------
Rick Risinger resigned as CEO and director of VHGI Holdings, Inc.,
VHGI Coal, Inc., and Lily Group, Inc., effective May 15, 2014.
The Company said Mr. Risinger's resignation is not the result of
any disagreement with the Company

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

On Jan. 9, 2014, four creditors filed an involuntary Chapter 11
case against VHGI Holdings in the United States Bankruptcy Court
Southern District of Indiana (Terre Haute).

VHGI Holdings incurred a net loss of $22.34 million on $481,568 of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.43 million on $499,617 of total revenue during the
prior year.

As of Dec. 31, 2012, the Company had $47.45 million in total
assets, $62.18 million in total liabilities and a $14.72 million
total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring operating losses, has
significant amounts of past due debts and will have to obtain
additional capital to sustain operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


VISION INDUSTRIES: Delays Q1 Form 10-Q Over CFO's Departure
-----------------------------------------------------------
Vision Industries Corp. filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended March 31, 2014.

The Company was unable to file its Quarterly Report on Form 10-Q
because of the recent resignation of its Chief Financial Officer
and the appointment of its new Chief Financial Officer, which
delays could not be eliminated by the Company without unreasonable
effort and expense.  In accordance with Rule 12b-25 under the
Securities Exchange Act of 1934, the Company anticipates filing
its Form 10-Q no later than five calendar days following the
prescribed due date.

                     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.


VUZIX CORP: Posts $1.5 Million Net Income in First Quarter
----------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.51 million on $798,418 of total sales for the three months
ended March 31, 2014, as compared with a net loss of $936,298 on
$739,184 of total sales for the same period last year.

As of March 31, 2014, the Company had $2.99 million in total
assets, $11.95 million in total liabilities and a $8.96 million in
total stockholders' equity.

"The Company's independent registered public accounting firm's
report issued on our consolidated financial statements for the
years ended December 31, 2013 and 2012 included an explanatory
paragraph describing the existence of conditions that raise
substantial doubt about the Company's ability to continue as a
going concern, including continued operating losses and the
potential inability to pay currently due debts.  The net operating
loss for the first quarter of 2014 was $993,150.  The Company has
incurred a net loss from continuing operations consistently over
the last 2 years.  The Company incurred annual net losses from its
continuing operations of $10,146,228 in 2013 and $4,747,387 in
2012, and has an accumulated deficit of $34,780,626 as of
March 31, 2014.  The Company's ongoing losses have had a
significant negative impact on the Company's financial position
and liquidity. As at March 31, 2014 the Company had a working
capital deficit of $1,836,319.

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

                       http://goo.gl/BbDLCI

                      About Vuzix Corporation

Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field.  Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.


WAFERGEN BIO-SYSTEMS: Conference Call Held to Discuss Results
-------------------------------------------------------------
WaferGen Bio-systems, Inc., held a conference call and live audio
webcast to discuss its financial results for the quarter ended
March 31, 2014.  A transcript of the call is available at:

                      http://is.gd/XUGpXG

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $11.75 million in total
assets, $9.33 million in total liabilities and $2.42 million in
total stockholders' equity.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WINCHESTER PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Winchester Partners, LLC
        P.O. Box 1682
        Madison, AL 35758

Case No.: 14-81333

Chapter 11 Petition Date: May 14, 2014

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

Judge: Hon. Jack Caddell

Debtor's Counsel: Lee R. Benton, Esq.
                  Samuel Stephens, Esq.
                  Jamie Alisa Wilson, Esq.
                  BENTON & CENTENO, LLP
                  2019 3rd Ave N
                  Birmingham, AL 35203
                  Tel: 205 278-8000
                  Email: lbenton@bcattys.com
                         sstephens@bcattys.com
                         jwilson@bcattys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nicholas Pamfilis, managing member.

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


WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in First Quarter
-----------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.12 million on $331,153 of net sales for the three
months ended March 31, 2014, as compared with a net loss of
$517,081 on $454,877 of net sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.49
million in total assets, $17.33 million in total liabilities, all
current, and a $13.84 million total stockholders' deficit.

The Company's cash balance was $56,286 at March 31, 2014, compared
to $8,907 at Dec. 31, 2013, reflecting an increase of $47,379.

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

                        http://goo.gl/o8UDGS

                       About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at December 31, 2013 was $16,958,374.  A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the Annual Report for the year ended Dec. 31, 2013.



                             *********

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
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Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
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Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                  *** End of Transmission ***