TCR_Public/140711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 11, 2014, Vol. 18, No. 191

                            Headlines

ACCELERA INNOVATIONS: Incurs $1.76-Mil. Net Loss in First Quarter
ACG CREDIT: Hires Gellert Scali as Counsel
ALLIANCE HOME: Case Summary & 20 Largest Unsecured Creditors
AMERICAN APPAREL: Gets $25MM in Financing From Standard General
AMERICAN APPAREL: SG May Reconstitute Board if Ongoing Talks Fail

AMERICAN ENERGY-PERMIAN: Moody's Assigns B3 Corp. Family Rating
AMERICAN ENERGY-PERMIAN: S&P Assigns 'B' CCR; Outlook Stable
AMERICAN ENERGY: Reports $3.54-Mil. Net Loss in March 31 Quarter
AMERICAN MEDIA: Acquisition Deal no Impact on Moody's 'Caa1' CFR
AMERICAN MEDIA: Chatham, Cooperman Offer To Buy Publisher

ANPULO FOOD: Incurs $100K Net Loss in Q1 Ended March 31
AMERICAN NATURAL: Has $972K Net Loss in Q1 Ended March 31
AMPLIPHI BIOSCIENCES: Incurs $10.14-Mil. Net Loss in First Quarter
AT EMERALD: Is "Small Business Debtor", Says U.S. Trustee
AT EMERALD: Court Approves Joint Administration Request

ATP OIL: Case Converted to Chapter 7 Liquidation
BEAMZ INTERACTIVE: Has $1.16-Mil. Net Loss in First Quarter
CARDINAL RESOURCES: Incurs $188K Net Loss in First Quarter
CAROLINA CREATIONS: Case Summary & 7 Largest Unsecured Creditors
CASH STORE: Gordon Reykdal & Ed McLelland Step Down as Directors

CASPIAN SERVICES: Reports $10.96-Mil. Net Loss for First Quarter
CCS INTERMEDIATE: S&P Assigns 'B' Rating to $335MM 1st-Lien Loan
CCS INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating
CHINA BAK: Posts $9.26-Mil. Net Loss in Q1 Ended March 31
CHINA GINSENG: Files Amendment to Q4 2013 Report

CHINA GINSENG: Has $674K Net Loss in March 31 Quarter
CHINA NATURAL: Bankruptcy Converted To Ch. 7
CHINA PEDIATRIC: Posts $1.53-Mil. Net Loss in Q1 Ended March 31
CICERO INC: Has $723K Net Loss for Q1 Ended March 31
CITGO PETROLEUM: Moody's Assigns 'B1' Rating on $650MM Term Loan

CLEARWATER SEAFOODS: Moody's Affirms 'B2' Corporate Family Rating
COLOR STAR: Barrier Blocks Approval of Settlement With Regions
COOPER-BOOTH WHOLESALE: SSG Advises on Exit Financing Package
CORINTHIAN COLLEGES: Thousands To Be Affected by Schools Closure
COVENANT SURGICAL: Moody's Assigns B3 CFR & Rates $120MM Notes B3

CRUMBS BAKE SHOP: Investor Group Eyes Rescue of Cupcake Chain
DAVE & BUSTER'S: S&P Affirms 'B' CCR & Rates $580MM Debt 'B'
DENTAL CARE: A.M. Best Upgrades Finc'l. Strength Rating to 'B+'
DETROIT, MI: Bid To Undo $1.5B Pension Finance Deals Survives
DIGITAL REALTY: S&P Affirms 'BB+' Preferred Stock Rating

ECOTALITY INC: 8% Recovery Seen for Unsecured Creditors Under Plan
ECOTALITY INC: Blink UYA Seeks Dual Track Solicitation for Plans
EASTCOAL INC: Seeks Shareholder OK for AIM Admission Cancellation
EKDN PROPERTY: Files for Chapter 11 in Florida
ELITE DATA: Incurs $37K Net Loss in Q1 Ended March 31

ELITE DIGITAL: Files for Chapter 11 in Florida
EMMAUS LIFE: Incurs $6.74-Mil. Net Loss for March 31 Quarter
ENERGY FUTURE: Lenders Seeking Direct Appeal
ENERGY FUTURE: Second Lien Expiration Date Extended to July 11
ENERPULSE TECHNOLOGIES: Has $702K Net Loss in Q1 Ended March 31

EXIDE TECHNOLOGIES: Exclusive Plan Filing Pd Extended Thru July 31
FANNIE MAE: Hearing on Continental Western's Motion to Compel
FL 6801 SPIRITS: Auction of Canyon Ranch Hotel Set for Aug. 19
FL 6801 SPIRITS: Associations Drop Bid to Transfer Cases to Fla.
FREDDIE MAC: Hearing on Continental Western's Motion to Compel

FREEDOM INDUSTRIES: Told to Keep Public Better Informed
FRESH & EASY: Employee Wage Settlement Approved
FUEL PERFORMANCE: Incurs $1.34-Mil. Net Income in First Quarter
FURNITURE BRANDS: Files Second Amended Liquidation Plan
GEMINI HDPE: S&P Assigns Prelim. 'B+' Rating on $420MM Loan

GENCO SHIPPING: Exits Chapter 11 Bankruptcy Protection
GENCO SHIPPING: Rothschild Approved as Equityholders' Advisor
GLOBAL ARENA: Has $349K Net Loss for March 31 Quarter
GOLDKING HOLDINGS: Plan Outline Approved, Aug. 18 Conf. Hrg Set
GOLDKING HOLDINGS: Reaches Deal to Access DIP Loans Thru Aug. 1

GRANDPARENTS.COM INC: Has $1.98-Mil. Net Loss in First Quarter
GREEN AUTOMOTIVE: Accumulated Deficit at $54MM as of March 31
GRILLED CHEESE: Incurs $1.2-Mil. Net Loss for First Quarter
HCSB FINANCIAL: Elliott Davis LLC Raises Going Concern Doubt
HCSB FINANCIAL: Reports $317K Net Income for March 31 Quarter

HELLAS TELECOM: Termination of Ch.15 Recognition Order Sought
HUNTER DEFENSE: S&P Puts 'CCC' Rating on CreditWatch Positive
IBAHN CORP: Seeks Extension of Plan Filing Date
IDENTIVE GROUP: Posts $5.17-Mil. Net Loss for March 31 Quarter
INFRAX SYSTEMS: Has $513K Net Loss in March 31 Quarter

IPARADIGMS HOLDINGS: Moody's Rates 2nd Lien Sr. Secured Loan Caa2
IPARADIGMS HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
JAMES RIVER: Has $224-Mil. in Assets, $886-Mil. in Debts
K. LAURENMARTIN: Files for Chapter 7 in Florida
KAISER ALUMINUM: Moody's Affirms 'Ba3' Corporate Family Rating

KEMPER CORP: A.M. Best Affirms 'bb' on Preferred Stock Rating
KISMET: Obtains Affirmance in Post-Petition Transfer Appeals
LABORATORY PARTNERS: Files First Amended Ch. 11 Plan
LIGHT TOWER: Moody's Assigns B2 Rating on $300MM Secured Notes
LIGHTSQUARED INC: Judge Says Ergen Didn't Mediate in Good Faith

LIVINGVENTURES INC: Reports $379K Net Loss in Q1 Ended March 31
LTR HOLDCO: S&P Assigns 'B' CCR & Rates $300MM Sr. Notes 'B'
MEDISWIPE INC: Incurs $235K Net Loss in Q1 Ended March 31
MERCANTILE BANCORP: Plan Effective Date Occurred on June 30
MERITAS SCHOOLS: S&P Assigns 'CCC+' Rating on $80MM 2nd Lien Loan

MF GLOBAL: Gardiner Koch Sued Over Trading Firm Manager's Ouster
MILLENNIUM HEALTHCARE: Has $7.92-Mil. Net Loss in First Quarter
MILLER HEIMAN: S&P Keeps 'B' Rating Over $359MM Debt Add-on
MOMENTIVE PERFORMANCE: Plan Ruling Expected by September
MT LAUREL LODGING: Plan Exclusivity Period Extended to Aug. 29

NEW WESTERN: Reports $1.31-Mil. Net Loss in March 31 Quarter
NEWLEAD HOLDINGS: Files Claims Against Ironbridge Global IV
NORTHWEST HARDWOODS: Moody's Assigns 'B2' Corp. Family Rating
NORTHWEST HARDWOODS: S&P Assigns 'B' CCR & Rates Secured Notes 'B'
OPTIM ENERGY: Energy Future May Bid Up to $87.5MM for Plant

OSUM PRODUCTION: Moody's Assigns B3 Rating on $210MM Senior Notes
OSUM PRODUCTION: S&P Assigns 'B-' LT Corp. Credit Rating
PAID INC: Reports $173K Net Loss for Q1 Ended March 31
PAMPA ENERGIA: Incurs ARS719.77-Mil. Net Loss in First Quarter
PETAQUILLA MINERALS: Posts $11.62-Mil. Net Loss for First Quarter

PHILLIPS INVESTMENTS: Taps Scroggins & Williamson as Attorneys
PHILLIPS INVESTMENTS: Taps Burroughs Keene as Special Counsel
PINAFORE HOLDINGS: Moody's Withdraws Ba3 Corporate Family Rating
PLEASANT HILL: Case Summary & 7 Largest Unsecured Creditors
PLYMOUTH OIL: Court to Defer Ruling on Stay Motion Against Prairie

POSITIVEID CORP: Reports $2.31-Mil Net Loss for First Quarter
POWIN CORP: Posts $1.47-Mil. Net Loss for Q1 Ended March 31
PRETTY GIRL: Meeting to Form Creditors' Panel Set for July 15
PRIME CHOICE: Hiring Heritage to Seek Buyer or Investor
PUERTO RICO: Electric Power Authority Given More Time to Pay Debt

QUARTZ HILL: Hearing on Case Transfer Motion Scheduled for Today
RELIABRAND INC: Reports $198K Net Loss for First Quarter
REVEL AC: KEIP, Seal Approval Sought
RIVER-BLUFF: Parties Dispute Receiver Fees
RIVERA & MIRO: Files for Chapter 7 in Florida

SALIX PHARMACEUTICAL: Cosmo Merger No Impact on Moody's B1 CFR
SALON SEVEN: Files for Chapter 7 in Florida
SCH-TRIDENT: Files Schedules of Assets and Liabilities
SCRIPSAMERICA INC: Incurs $1.26-Mil. Net Loss for First Quarter
SCRUB ISLAND: FirstBank's Plea to End Exclusivity Period Denied

SANTA FE GOLD: Posts $2.99-Mil. Net Loss for Q1 Ended March 31
SCRUB ISLAND: Seeks Court Approval to Hire HVS as Appraiser
SIMPLEXITY LLC: Seeks More Time to Negotiate, File Plan
SIMPLY WHEELZ: Wants Bar Dates for Sec. 503(b)(9) & 365 Claims
SINCLAIR TELEVISION: Moody's Assigns Ba1 Rating on $500MM Loan

SINCLAIR BROADCAST: S&P Raises Sr. Unsecured Debt Rating to 'B+'
SKYLINE MANOR: May Use Oxford's Cash Collateral Until July 16
STARSTREAM ENTERTAINMENT: Has $921K Net Loss in March 31 Quarter
SUMMIT MIDSTREAM: S&P Assigns 'B' Rating to $300MM Unsecured Notes
SUPER BUY FURNITURE: Section 341(a) Meeting Set on August 8

TAAZA FRESH: Voluntary Chapter 11 Case Summary
TACTICAL INTERMEDIATE: Asks for Approval of $3.5MM DIP Loans
TACTICAL INTERMEDIATE: Proposes to Pay Critical Vendors
TACTICAL INTERMEDIATE: Proposes Prime Clerk as Claims Agent
TACTICAL INTERMEDIATE: Meeting to Form Creditors Panel on July 18

TARGUS GROUP: S&P Cuts CCR to B- on Expected Thin Covenant Cushion
THREE FORKS: Incurs $725K Net Loss for First Quarter
TRIANGLE USA: Moody's Rates New $350MM Sr. Unsecured Notes 'Caa1'
TRIANGLE USA: S&P Assigns 'B' CCR & Rates Sr. Unsec. Notes 'CCC+'
UMED HOLDINGS: Incurs $465K Net Loss for Q1 Ended March 31

UNITED AIRLINES: Hawaii Ground Workers Vote for Concessions
UNITED AMERICAN: Incurs $423K Net Loss for Q1 Ended March 31
UNIVERSAL COOPERATIVES: Lowenstein Sandler Named Panel's Counsel
UNIVERSAL COOPERATIVES: Venable LLP Okayed as Panel's Co-Counsel
UNIVERSAL COOPERATIVES: EisnerAmper Okayed as Panel's Accountants

USEC INC: Plan Terms Approved, Confirmation Hearing on Sept. 5
VISION INDUSTRIES: Posts $1.12-Mil. Net Loss in First Quarter
WELLNESS CENTER: Incurs $3.92-Mil. Net Loss for March 31 Quarter
XTREME GREEN: Incurs $84K Net Income for Q1 Ended March 31
YARWAY CORP: Needs Until October to File Reorganization Plan

* Moody's Says U.S. High-yield Bond Covenant Declines in June

* Cornerstone Research Names Michael E. Burton President & CEO

* BOOK REVIEW: Lost Prophets -- An Insider's History of the
               Modern Economists


                             *********


ACCELERA INNOVATIONS: Incurs $1.76-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Accelera Innovations Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $1.76 million on $840,885 of revenues for
the three months ended March 31, 2014, compared with a net loss of
$1.75 million on $nil of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $5.95
million in total assets, $6.78 million in total liabilities, and a
stockholders' deficit of $822,230.

The Company has conducted minimal operations since inception.
Minimal revenue has been generated by the Company from April 29,
2008 (Inception) to Dec. 31, 2013, and these revenues have come
from newly acquired companies.  The Company's ability to continue
as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due.
Management's plan includes obtaining additional funds by equity
financing and/or related party advances, however there is no
assurance of additional funding being available.  These conditions
raise 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 at:

                       http://is.gd/YVROHn

Accelera Innovations, Inc., a development stage healthcare service
company, focuses on the development of Internet-based software.
Its Internet-based software enhances the functionality and
performance of healthcare services through making clinical
healthcare data available to healthcare consumers. The company was
formerly known as Accelerated Acquisitions IV, Inc. and changed
its name to Accelera Innovations, Inc. in October 2011. Accelera
Innovations, Inc. was founded in 2008 and is based in Frankfort,
Illinois.


ACG CREDIT: Hires Gellert Scali as Counsel
------------------------------------------
ACG Credit Company II, LLC asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Gellert
Scali Busenkell & Brown LLC as counsel, nunc pro tunc to Jun. 17,
2014.

The Debtor requires Gellert Scali to:

   (a) provide the Debtor with advice and prepare all necessary
       documents regarding debt restructuring, bankruptcy and
       asset dispositions;

   (b) take all necessary actions to protect and preserve the
       Debtor's estate during the pendency of the Chapter 11 case,
       including the prosecution of actions by the Debtor, the
       defense of actions commenced against the Debtor,
       negotiations, concerning litigation in which the Debtor is
       involved and objecting to claims filed against the estate;

   (c) prepare on behalf of the Debtor, as debtor in possession,
       all necessary motions, applications, answers, orders,
       reports and papers in connection with the administration of
       the Chapter 11 case;

   (d) counsel the Debtor with regard to its rights and
       obligations as debtor in possession;

   (e) appear in Court and protect the interests of the Debtor
       before the Court; and

   (f) perform other legal services for the Debtor which may be
       necessary and proper in this proceeding.

The Gellert Scali professionals and paraprofessionals who will
represent the Debtor have a range of hourly rates that Gellert
Scali charges for their services.

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

Gellert Scali received a $50,000 retainer from the Debtor.

Michael Busenkell, member of Gellert Scali, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on July 29, 2014, at 11:00 a.m.  Objections, if any,
are due July 15, 2014, at 4:00 p.m.

Gellert Scali can be reached at:

       Michael Busenkell, Esq.
       GELLERT SCALI BUSENKELL & BROWN LLC
       913 N. Market Street, 10th Floor
       Wilmington, DE 19801
       Tel: (302) 425-5812
       Fax: (302) 425-5814
       E-mail: mbusenkell@gsbblaw.com

New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014.  The Debtor estimated $10 million to $50 million in assets
and $1 million to $10 million in liabilities.  Ian Peck signed the
petition as director.  Gellert Scali Busenkell & Brown, LLC,
serves as the Debtor's counsel.


ALLIANCE HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Alliance Home Healthcare, Inc.
        11001 Southwest Highway
        Palos Hills, IL 60465

Case No.: 14-25269

Nature of Business: Health Care

Chapter 11 Petition Date: July 9, 2014

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

Judge: Hon. Donald R. Cassling

Debtor's Counsel: Penelope N Bach, Esq.
                  SULAIMAN LAW GROUP, LTD.
                  900 Jorie Boulevard, Suite 150
                  Oak Brook, IL
                  Tel: (630)575-8181
                  Email: pnbach@sulaimanlaw.com
                         mbadwan@sulaimanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Reginaldo A. Sulit, secretary.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-25269.pdf


AMERICAN APPAREL: Gets $25MM in Financing From Standard General
---------------------------------------------------------------
American Apparel, Inc., has reached a Nomination, Standstill and
Support Agreement with Standard General L.P. and company founder
Dov Charney, the beneficial owners of nearly 44% of the Company's
outstanding stock.  Under the agreement, Standard General will
provide up to $25 million in immediate financial support to the
Company, the Company's board will be reconstituted, and an
independent board committee will be formed to oversee the
continuing investigation into alleged misconduct by Mr. Charney.

As part of the agreement, Standard General affirmed its support
for American Apparel's sweatshop-free, "Made in USA" manufacturing
philosophy and commitment to maintain the Company's manufacturing
headquarters in Los Angeles.  Standard General and Mr. Charney
also agreed to certain standstill and voting limitations through
the Company's 2015 annual meeting.

Pursuant to the agreement, five of the current seven members of
the Company's board of directors, including Mr. Charney, will
voluntarily step down.  The departing directors will be
replaced by two new directors, chosen jointly by Standard
General and the current board, and three new directors
designated by Standard General.  All but one of the new
directors are expected to be independent directors and
unaffiliated with either Standard General or Mr. Charney.  The
board will continue to be led by its current co-chairmen, David
Danziger and Allan Mayer.  Mr. Charney will not serve as a board
member or be nominated by the Company or Standard General as a
board member.

The ongoing investigation into Mr. Charney's alleged misconduct
overseen by a newly appointed, independent board committee, will
continue.  Mr. Charney will serve as strategic consultant until
the end of the investigation.  Based on the findings of the
investigation, the committee will determine if it is appropriate
for Mr. Charney to serve as CEO or an officer or employee of
American Apparel.

Adoption of a standstill agreement through the Company's 2015
annual meeting that, among other things, prohibits Standard
General and Mr. Charney from acquiring any additional shares
in American Apparel and limits their vote to no more than one
third of the Company's shares on any issue put to stockholders;
their remaining shares would be voted proportionately to the vote
of other stockholders.

"This truly marks the beginning of an important new chapter in the
American Apparel story," said Mr. Mayer.  "With the support of
Standard General, we are confident the Company will finally be
able to realize its true potential."

"The last few weeks have been difficult ones for the company, and
we are especially indebted to our special committee members Robert
Greene, Marv Igelman, and William Mauer, who have worked so
tirelessly on the company's behalf," said Mr. Danziger.  "Any
success the company enjoys in the future will in large part be the
result of their efforts."

                    Amendment to Rights Agreement

On July 9, 2014, prior to the execution of the Support Agreement,
a duly authorized committee of the Board approved an amendment to
the Rights Agreement, dated as of June 27, 2014, between the
Company and Continental Stock Transfer & Trust Company as Rights
Agent.  The Rights Amendment provides that no person will be
deemed to be an "Acquiring Person" (as such term is defined in the
Rights Agreement) as a result of (i) the negotiation of and entry
into the Support Agreement, (ii) the performance of such person's
obligations or the exercise of such person's rights under the
Support Agreement or (iii) the performance of obligations or the
exercise of rights under the letter agreement dated June 25, 2014,
between Dov Charney and Standard General L.P., including but not
limited to entry into the Cooperation Agreement and the other
agreements and arrangements described in the Letter Agreement
(including, without limitation, the SG Loan Documents and related
pledge of Additional Shares and Original Shares, and the Warrant
Agreements and Warrants, in each case as such capitalized terms
are defined in the Letter Agreement), and the performance of
obligations or the exercise of rights thereunder.

The Rights Amendment also amends and restates the definition of
"Final Expiration Date" in Section 1(s) of the Rights Agreement in
its entirety as follows: "'Final Expiration Date' shall mean 5:00
P.M., New York City time, on July 24, 2014."

A full-text copy of the Nomination, Standstill and Support
Agreement, dated as of July 9, 2014, by and among the Company,
Standard General L.P., Standard General Master Fund L.P., P
Standard General Ltd. and Dov Charney is available for free at:

                         http://is.gd/bhm3Ci

A full-text copy of the Amendment No. 1 to Rights Agreement is
available for free at http://goo.gl/Qzwz1t

                       About American Apparel

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

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

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

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

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

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


AMERICAN APPAREL: SG May Reconstitute Board if Ongoing Talks Fail
-----------------------------------------------------------------
Standard General L.P., an investment manager, disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that it has opened a constructive, detailed and substantive
dialogue with members of the current board of American Apparel
with a view to finding common ground for an amicable and
expeditious resolution.  Standard General intends to continue to
engage in discussions with the board and members of the Company's
management team concerning the composition of the board, capital
structure, governance, management, strategy and other matters
concerning the Company.  No agreement has yet been reached.

Standard General said it will only support initiatives that comply
with the highest standards of governance, ethics, and corporate
citizenship.  Absent a consensual agreement with the Company,
Standard General plans to bring before the Company's stockholders
a highly qualified slate of independent directors.  Standard
General expects the reconstituted board to be able to quickly
identify and empower a strong management team that will allow the
Company to fulfill its full potential.

Currently, the Company is threatened by defaults in various parts
of its debt structure, that if not addressed in the near term, may
result in a bankruptcy, and possibly, a liquidation of the
company.  Standard General believes that this would be an
unfortunate outcome for a company with over 10,000 employees
earning in excess of a living wage with subsidized, affordable
health insurance and a socially conscious mission to manufacture
in the USA.  Standard General said it is prepared to lend its
credibility and capital resources to prevent this avoidable
outcome in what Standard General believes is otherwise a healthy
business.

Standard General beneficially owned 1,540,000 shares of American
Apparel as of June 26, 2014, representing 0.9 percent of the
shares outstanding.  A copy of the Schedule 13D is available for
free at http://is.gd/xNMvfb

On June 25, 2014, Standard General, on behalf of one or more of
the funds for which it serves as investment manager, entered into
a letter agreement with Dov Charney.  Standard General has
established a voting agreement to control Mr. Charney's shares and
give it the opportunity to resolve this situation and restore the
Company to health.  Standard General clarified that this
transaction is not about Mr. Charney, nor is it an endorsement of
him.

                        About American Apparel

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

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

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

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

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

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


AMERICAN ENERGY-PERMIAN: Moody's Assigns B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to first time issuer American Energy-Permian Basin, LLC
(AEPB). Moody's also assigned a Caa1 rating to its new $1.4
billion of senior unsecured notes and a Speculative Grade
Liquidity Rating of SGL-3. AEPB Finance Corporation, a wholly-
owned subsidiary of AEPB, is a co-issuer of the notes. The rating
outlook is stable.

The company is acquiring production, reserves, and approximately
63,000 net acres of leasehold in the Permian Basin from Enduring
Resources (Enduring), a privately held company. The total purchase
price of $2.5 billion will be funded with $1.15 billion of equity
and $1.4 billion of notes. AEPB was founded by Aubrey McClendon,
the former CEO of Chesapeake Energy Corporation (Chesapeake, Ba1
stable). AEPB's management has teamed with The Energy & Minerals
Group and First Reserve Corporation (together the Sponsors) to
provide the equity portion of the purchase price.

"With the purchase of Enduring's Permian Basin assets, AEPB will
gain exposure to highly prospective acreage in the Southern
Midland Basin", said Stuart Miller, Moody's Vice President --
Senior Credit Officer. "However, much of the value being acquired
is comprised of undeveloped reserves and prospective acreage.
Therefore, using our traditional leverage metrics of debt to
average daily production and debt to proved developed reserves,
leverage will be higher than all of our rated E&P peers. Our B3
CFR reflects the initially weak cash flow and high leverage
metrics, offset by the quality of the management team and the
prospectivity of the undeveloped acreage."

Assignments:

American Energy-Permian Basin, LLC

Corporate Family Rating (CFR), Assigned B3

Probability of Default Rating (PD), Assigned B3-PD

Speculative Grade Liquidity Rating (SGL), Assigned SGL-3

Senior unsecured notes, Assigned Caa1, LGD4-65%

Outlook is stable

Ratings Rationale

The B3 CFR reflects AEPB's small scale and largely undeveloped
asset base. There is significant execution risk associated with
moving the resources to a producing status especially when
considering the company's very heavily leveraged balance sheet. At
closing, AEPB will have production of roughly 15,000 Boe per day
and proved developed reserves of 26 million Boe. With $1.5 billion
of debt, debt to average daily production was approximately
$100,000 per Boe and debt to proved developed reserves was $58 per
Boe -- higher than almost every other E&P company we rate. Moody's
expects both ratios to improve over the next few years as the
company drills proved undeveloped and possible locations, but
leverage will remain very elevated even for a B3 rated company.
The assigned rating is supported by the quality of the management
team, many of whom gained resource development experience using
the latest drilling and completion technologies while employed at
Chesapeake. AEPB also benefits from strong equity support. The
equity Sponsors have committed $1.1 billion into the company to
finance the asset acquisition from Enduring and would be expected
to further support their investment if necessary.

The SGL-3 rating reflects adequate liquidity. The company is
expected to out-spend cashflow over the next 18 months by nearly
$900 million. However, most of this spending is discretionary in
nature and could be managed down if necessary. AEPB plans to
establish a $1 billion senior secured revolving credit facility
with an initial borrowing base of $500 million at the time of
closing. A condition to closing the credit facility is that at
least $350 million is unused and available for liquidity purposes
going forward. AEPB will be highly reliant on borrowing base
increases or new debt offerings to meets its spending plans and
maintain liquidity. The leverage and fixed charge covenants are
expected to be set with a normal cushion of approximately 30%.
Alternative liquidity is modest as all assets are pledged as
collateral to the revolving credit facility.

The outlook is stable. To be considered for an upgrade, AEPB would
need to drastically reduce its leverage ratios. When debt to
average daily production approaches $60,000 per Boe and debt to
proved developed reserves fall below $30 per Boe, an upgrade will
be considered. Alternatively, a downgrade could occur if
production growth stalls and liquidity weakens. Should the company
fail to materially meet its production growth targets or if
liquidity falls to less than $100 million, a downgrade will be
considered.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

American Energy-Permian Basin, LLC, is an independent E&P company
with principal producing properties located in the Southern
Midland Basin of the Permian Basin. American Energy-Permian Basin,
LLC is headquartered in Oklahoma City, Oklahoma.


AMERICAN ENERGY-PERMIAN: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Oklahoma City-based American Energy-
Permian Basin LLC.  The rating outlook is stable.  S&P also
assigned its 'BB-' issue-level rating ('1' recovery rating) to the
company's planned $1 billion RBL facility (with an initial
borrowing base of $500 million); the '1' recovery rating indicates
our expectation of a very high (90% to 100%) recovery in the event
of a payment default.  In addition, S&P assigned its 'CCC+ issue-
level rating, with a '6' recovery rating, to the company's
proposed $1.4 billion senior unsecured notes maturing between 2019
and 2021; the '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

"The stable rating outlook reflects our expectation that AEPB's
operating cash flow and availability under its RBL facility will
be sufficient to fund planned capital spending over the next year
and that the company will be successful in significantly expanding
its production and reserves from initial levels," said Standard &
Poor's credit analyst Scott Sprinzen.

S&P could reassess its view of AEPB's business risk profile if the
company were able to increase its proved reserve base, proved
developed percentage, and daily production rate to levels more in
line with the 'B+' rated peers.  Even so, AEPB's financial risk
profile could be a constraint, to the extent S&P expected free
cash flow to remain substantially negative, with the deficit being
debt financed.

The ratings would be jeopardized if the company did not maintain
adequate liquidity, with credit availability and operating cash
flow more than sufficient to support development-related capital
spending at least at maintenance levels.


AMERICAN ENERGY: Reports $3.54-Mil. Net Loss in March 31 Quarter
----------------------------------------------------------------
The American Energy Group, Ltd., filed its quarterly report on
Form 10-Q disclosing a net loss of $3.54 million on $318,855 of
oil and gas royalties revenue for the three months ended March 31,
2014, compared with net income of $42,614 on $298,290 of oil and
gas royalties revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.64
million in total assets, $798,801 in total liabilities, and
stockholders' equity of $840,975.

At March 31, 2014, the Company's current liabilities exceeded its
current assets and it has recorded negative cash flows from
operations.  In addition, the collection of the Company's oil and
gas sales receivables have been delayed and are subject to the
final outcome of the litigation.  The preceding circumstances
combine to raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/8ebor4

Westport, Connecticut-based The American Energy Group, Ltd.,
operates as an energy resource royalty company.  It owns an
interest in two oil and gas leases located in Southeast Texas; and
holds 18% overriding royalty interest in the Yasin Concession
located in Pakistan.  The Company also holds a 2.5% working
interest on oil and gas production acreage in Sanjawi Block
located in Baluchistan Province and in Zamzama North Block located
in Sindh Province, Pakistan.  The Company was formerly known as
Belize-American Corp. Internationale and changed its name to The
American Energy Group, Ltd. in November 1994.


AMERICAN MEDIA: Acquisition Deal no Impact on Moody's 'Caa1' CFR
----------------------------------------------------------------
Moody's Investors Service said American Media, Inc.'s ("American
Media," "AMI" or the "company") Caa1 Corporate Family Rating (CFR)
and negative outlook are not immediately impacted by the
announcement that the company has entered into a non-binding
Letter of Intent with certain investors to obtain a controlling
interest in AMI and provide a liquidity infusion.

Headquartered in Boca Raton, Fl, American Media, Inc. is a leading
publisher of celebrity weekly journals including Star, OK!, and
National Enquirer as well as health and fitness magazines
including Shape and Men's Fitness, published 10 times per year.
The company also provides services to other publishers and
arranges for the placement of owned publications and third party
publications with retailers. American Media reported sales of
approximately $342 million for the twelve months ended December
31, 2013.


AMERICAN MEDIA: Chatham, Cooperman Offer To Buy Publisher
---------------------------------------------------------
Lisa Allen, writing for The Deal, reported that one of American
Media Inc.'s largest second-lien noteholders and hedge fund
investor Leon Cooperman have entered into a non-binding letter of
intent to take over the magazine and tabloid publisher, according
to a source familiar with the situation.

The Deal related that the source said the buying group includes
hedge fund Chatham Asset Management, which owns American Media
second-lien debt; Cooperman, the CEO of Omega Advisors Inc.; and
Cooperman's Omega Charitable Partnership.  The beleaguered
publisher of titles such as the National Enquirer, Star, Shape,
and Men's Fitness revealed on July 9 that it had entered into a
non-binding LOI for a takeover that would provide much-needed
liquidity, the Deal further related.

Under the deal, the Chatham-Cooperman group would get 100% of
American Media's equity for $2 million in cash and the assumption
of $513 million in debt, in addition to a pledge to make sure the
company has at least $10 million in liquidity for the next 12
months, according to the Deal.  The closely held publisher would
exercise a "drag-along" provision in its stockholders agreement to
execute the exchange, Stephanie Gleason, writing for Daily
Bankruptcy Review, reported.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

As of Dec. 31, 2013, the Company had $565.84 million in total
assets, $692.81 million in total liabilities, $3 million in
redeemable noncontrolling interest, and a $129.97 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.

"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.


ANPULO FOOD: Incurs $100K Net Loss in Q1 Ended March 31
-------------------------------------------------------
Anpulo Food, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $100,827 on $4.38 million of revenue for
the three months ended March 31, 2014, compared with a net loss of
$152,741 on $4.53 million of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $23.93
million in total assets, $19.64 million in total liabilities, and
stockholders' equity of $4.29 million.

The Company has accumulated deficit of $2.17 million, a working
capital deficit and cash outflow from operating activities of $9.9
million and $1.92 million at March 31, 2014.  This raises
substantial doubt about its ability to continue as a going
concern, according to the regulatory filing.

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

                       http://is.gd/0DtT7h

Anpulo Food, Inc., processes and supplies pork and cured pork
products to wholesale customers, including fast food companies,
processing factories and school cafeterias.  The Company has a
processing plant in Hubei, China where it also maintains its
headquarters.


AMERICAN NATURAL: Has $972K Net Loss in Q1 Ended March 31
---------------------------------------------------------
American Natural Energy Corporation filed its quarterly report on
Form 10-Q, disclosing a net loss of $972,133 on $575,109 of
revenues for the three months ended March 31, 2014, compared with
a net loss of $496,275 on $1.01 million of revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $19.12
million in total assets, $16.95 million in total liabilities, and
stockholders' equity of $2.17 million.

The Company currently has a severe shortage of working capital and
funds to pay its liabilities.  The Company has no current
borrowing capacity with any lender.  The Company has a working
capital deficit of $14.47 million and an accumulated deficit of
$27.66 million at March 31, 2014 which leads to substantial doubt
concerning the ability of the Company to meet its obligations as
they come due.  The Company also has a need for substantial funds
to develop its oil and gas properties and repay borrowings as well
as to meet its other current liabilities.

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

                       http://is.gd/SWA6T3

                     About American Natural

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


AMPLIPHI BIOSCIENCES: Incurs $10.14-Mil. Net Loss in First Quarter
------------------------------------------------------------------
AmpliPhi Biosciences Corporation filed its quarterly report on
Form 10-Q, disclosing a net loss of $10.14 million on $nil of
revenue for the three months ended March 31, 2014, compared with a
net loss of $1.61 million on $22,000 of revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $34.35
million in total assets, $58.46 million in total liabilities, and
a stockholders' deficit of $24.11 million.

The Company has incurred net losses since its inception, has
negative operating cash flows and has an accumulated deficit of
$394.8 million and $384.7 million as of March 31, 2014 and Dec.
31, 2013, respectively.  These circumstances raise 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 at:

                       http://is.gd/1cH5N9

AmpliPhi Biosciences Corp. is a biopharmaceutical company, which
focuses on the development and commercialization of novel
bacteriophage-based therapeutics. It also develops an internally
generated pipeline of naturally occurring viruses called
bacteriophage (Phage) for the treatment of bacterial infection,
such as drug-resistant strains of bacteria that are commonly found
in the hospital setting. The company's Phage discovery also
focuses on acute & chronic lung, sinus and gastrointestinal
infections. AmpliPhi Biosciences was founded in March 1989 and is
headquartered in Glen Allen, VA.


AT EMERALD: Is "Small Business Debtor", Says U.S. Trustee
---------------------------------------------------------
The U.S. Trustee has requested that AT Emerald's Chapter 11 case
in the District of Nevada be designated as a small business case.
Section 101(51)D of the Bankruptcy Code defines a "small business
debtor" as a business debtor not engaged in owning or operating
real property whose debts do not exceed $2,490,925 in a case where
an Official Committee of Unsecured Creditors has not been
appointed.  The U.S. Trustee asserts that the Debtor meets these
qualifications.

Nicholas Strozza, Esq., and William B. Cossitt, Esq., filed the
motion on behalf of U.S. Trustee Tracy Hope Davis.

                         About AT Emerald

AT Emerald LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-50331) on March 4, 2014, in Reno, Nevada.  The
Washoe, Nevada-based company disclosed $200 million in assets and
less than $541,000 in liabilities.  The company has no real
property.  Its lone major asset is one emerald valued at $200
million, which is categorized under furs and jewelry.

Bankruptcy Judge Bruce T. Beesley is assigned to the case.

The Debtor is represented by the law offices of Alan R. Smith in
Reno.

Anthony Thomas, the managing member, owns 100% of the company's
stock.


AT EMERALD: Court Approves Joint Administration Request
-------------------------------------------------------
Honorable Bruce T. Beesley of the Bankruptcy Court for the
District of Nevada has approved AT Emerald's request to jointly
administer its Chapter 11 case with that of Anthony Thomas and
Wendi Thomas.  Holly E. Estes, Esq., appeared on behalf of the
Debtor.  No other parties appeared or filed objections.  The lead
case shall be Anthony Thomas and Wendi Thomas, case No. 14-50333.

                         About AT Emerald

AT Emerald LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-50331) on March 4, 2014, in Reno, Nevada.  The
Washoe, Nevada-based company disclosed $200 million in assets and
less than $541,000 in liabilities.  The company has no real
property.  Its lone major asset is one emerald valued at $200
million, which is categorized under furs and jewelry.

Bankruptcy Judge Bruce T. Beesley is assigned to the case.

Holly E. Estes, Esq., at the Law Offices of Alan R. Smith of Reno,
NV represents the Debtor.

Anthony Thomas, the managing member, owns 100% of the company's
stock.


ATP OIL: Case Converted to Chapter 7 Liquidation
------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26
converting ATP Oil & Gas Corporation's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, ATP's liquidating Chapter 11 plan was unusual because it
didn't promise full payment to creditors with priority claims who
are entitled to payment in full.  Instead, the plan depended on
consent from priority creditors to accept less than what they're
owed, Mr. Rochelle noted.  At least one priority creditor refused
to go along, prompting the company to make an oral request for the
Chapter 7 conversion, Mr. Rochelle related.

ATP's $1.5 billion in 11.875 percent second-lien notes traded at
2:10 p.m. on June 27 for 1.5 cents on the dollar, the Bloomberg
report said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                        About ATP Oil

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

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

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

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

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


BEAMZ INTERACTIVE: Has $1.16-Mil. Net Loss in First Quarter
-----------------------------------------------------------
Beamz Interactive, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $1.16 million on $68,098 of net sales for
the three months ended March 31, 2014, compared with a net loss of
$818,746 on $50,272 of net sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.14
million in total assets, $5.26 million in total liabilities, and a
stockholders' deficit of $4.12 million.

The Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs, which raises doubts about
the ability of the Company to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/0lEejP

Beamz Interactive, Inc., is a recreational musical instrument and
music entertainment product that enables people of all ages and
skill levels to have fun creating and playing music.


CARDINAL RESOURCES: Incurs $188K Net Loss in First Quarter
----------------------------------------------------------
Cardinal Resources Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $188,029 on $295,420 of sales for the
three months ended March 31, 2014, compared with a net loss of
$134,711 on $140,842 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.25
million in total assets, $2.68 million in total liabilities, and a
stockholders' deficit of $1.43 million.

As of March 31, 2014, the Company had an accumulated deficit and a
working capital deficit.  In addition, the Company currently has
limited liquidity and has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs
over an extended period of time.  These factors raise 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 at:

                       http://is.gd/T3LPZ0

Cardinal Resources Inc. is engaged in environmental and
engineering services business. The Company?s services range from
design of custom systems to water distribution systems, from
regulatory considerations, to finding and assessing appropriate
water supplies. The Company has provided remediation services in
active and inactive industrial, mining, and waste disposal sites
throughout the United States and around the world. The Company
incorporates green infrastructure techniques that use natural
systems or engineered systems to mimic natural landscapes to
capture, clean, and reduce storm water runoff. The Company
provides water supply service from concept through implementation.


CAROLINA CREATIONS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Carolina Creations, Inc.
           dba J.T. Carolina Creations (by certificate of
           authority in NC)
        239 Koolabrew Dr
        Calabash, NC 28467

Case No.: 14-03937

Chapter 11 Petition Date: July 9, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Randy D. Doub

Debtor's Counsel: Stephen G Inman, Esq.
                  MURRAY, CRAVEN & INMAN, L.L.P.
                  P. O. Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: 910 483-4990
                  Fax: 910 483-6822
                  Email: sgi@mcilaw.com

Total Assets: $342,302

Total Liabilities: $4.60 million

The petition was signed by John R. Soucek, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb14-03937.pdf


CASH STORE: Gordon Reykdal & Ed McLelland Step Down as Directors
----------------------------------------------------------------
The Cash Store Financial Services Inc. on July 7 disclosed that
Gordon Reykdal and Ed McClelland have resigned from their
positions as Directors of the Company and associated entities.

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, Cash Store Financial Services
Inc. (TSX: CSF) is a lender and broker of short-term advances and
provider of other financial services in Canada.  Cash Store
Financial operates 510 branches across Canada under the banners
"Cash Store Financial" and "Instaloans". Cash Store Financial also
operates 27 branches in the United Kingdom.

Cash Store Financial is not affiliated with Cottonwood Financial
Ltd. or the outlets Cottonwood Financial Ltd. operates in the
United States under the name "Cash Store".  Cash Store Financial
does not do business under the name "Cash Store" in the United
States and does not own or provide any consumer lending services
in the United States.

Cash Store Financial reported a net loss and comprehensive loss of
C$35.53 million for the year ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of C$43.52 million for the
year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company had
C$164.58 million in total assets, C$165.90 million in total
liabilities and a C$1.32 million shareholders' deficit.


CASPIAN SERVICES: Reports $10.96-Mil. Net Loss for First Quarter
----------------------------------------------------------------
Caspian Services, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $10.96 million on $4.56 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $2.72 million on $8.98 million of total revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $64.67
million in total assets, $90.61 million in total liabilities, and
a stockholders' deficit of $25.94 million.

Its ability to continue as a going concern is dependent upon,
among other things, its ability to (i) successfully restructure
the Company's financial obligations to EBRD and Investor, (ii)
increase its revenues and improve the Company's operating results
to a level that will allow it to service its financial
obligations, and/or (iii) attract other significant sources of
funding.  Uncertainty as to the outcome of each of these events
raises substantial doubt about the Company's ability to continue
as a going concern.

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

                       http://is.gd/w0X3Xz

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

Caspian Services incurred a net loss of $11.82 million on $33.08
million of total revenues for the year ended Sept. 30, 2013, as
compared with a net loss of $15.95 million on $24.74 million of
total revenues during the prior fiscal year.

Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that a Company creditor has indicated that it believes the Company
may be in violation of certain covenants of certain substantial
financing agreements.  The financing agreements have acceleration
right features that, in the event of default, allow for the loan
and accrued interest to become immediately due and payable.  As a
result of this uncertainty, the Company has included the note
payable and all accrued interest as current liabilities at
Sept. 30, 2013.  At Sept. 30, 2013, the Company had negative
working capital of approximately $66,631,000.  Uncertainty as to
the outcome of these factors raises substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

To help the Company meet its additional funding obligations to
construct the marine base, in 2008 the Company entered into two
facility agreements pursuant to which the Company received debt
funding of $30,000.  In June and July 2011, Mr. Bakhytbek
Baiseitov (the "Investor") acquired the two facility agreements.
In September 2011 the Company issued the Investor two secured
promissory notes, a Secured Non-Negotiable Promissory Note in the
principal amount of $10,800 and a Secured Convertible Consolidated
Promissory Note in the principal amount of $24,446 in connection
with restructuring the facility agreements.

During December 2012 the Company, the European Bank for
Reconstruction and Development and the Investor outlined the terms
of a potential restructuring of the Company's financial
obligations to EBRD and the Investor in a non-binding term sheet.
Throughout the fiscal year the parties have worked to negotiate
definitive agreements pursuant to the terms set out in the Term
Sheet.  Subsequent to the fiscal year end, negotiations between
EBRD, the Investor and the Company to restructure the Company's
financial obligations pursuant to the terms of the Term Sheet
stalled and have been discontinued.  However, the Company has
engaged in new discussions with EBRD regarding a possible
restructuring of its financial obligations to EBRD.

"Should EBRD or the Investor determine to accelerate the Company's
repayment obligations to them, the Company currently has
insufficient funds to repay its obligations to EBRD or the
Investor, individually or collectively, and would be forced to
seek other sources of funds to satisfy these obligations.  Given
the Company's current and near-term anticipated operating results,
the difficult credit and equity markets and the Company's current
financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations
EBRD or the Investor could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and CRE, foreclosure by EBRD on such assets
and bank accounts.  The Company has also agreed to collateralize
the Investor's Notes with non-marine base related assets,"
according to the Company's 2013 Annual Report.


CCS INTERMEDIATE: S&P Assigns 'B' Rating to $335MM 1st-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to CCS Intermediate Holdings LLC.  The outlook is
stable.

At the same time, S&P's assigned its 'B' issue-level rating and
'3' recovery rating to CCS' proposed first-lien credit facility,
which consists of a $335 million first lien term loan and
$50 million revolver.  S&P also assigned its 'CCC+' rating and '6'
recovery rating to its proposed $170 million second lien term
loan.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of default payment,
while the '6' recovery rating reflects S&P's expectation for
negligible (0% to 10%) recovery in the same scenario.

CCS and CHC have agreed to merge in a transaction financed with a
$555 million senior secured credit facility.  The company intends
to use the proceeds to repay each company's respective existing
debt, pay a one-time dividend to shareholders, fund transaction
fees and expenses, and add cash to the balance sheet.  The
combined entity generated pro forma trailing-12-month revenues of
$753 million at quarter ended March 31, 2014.

"Our ratings on CCS reflect our assessment of the company's narrow
market, slow growth potential for outsourced correctional facility
health care, and the company's high leverage," said credit analyst
Lucy Patricola.  "Additional risks include contract pricing and
thin operating margins.  We assess CCS's business risk profile as
"vulnerable" and its financial risk profile as "highly leveraged."
As a result of S&P's expectations of modest free cash flow
generation in 2014 and continued improvement in subsequent years,
S&P has assigned a one-notch upward adjustment for the comparable
rating analysis, as CCS' cash flow prospects are more consistent
with other issuers in the 'B' category."

S&P's stable rating outlook reflects its expectation that low-
single-digit organic revenue growth and relatively stable EBITDA
margins will support the generation of moderate free operating
cash flow over the next two years.

Downside Scenario

S&P could lower the rating if CCS is unable to successfully
integrate CHS, resulting in EBITDA that is lower than S&P's
expectation.  In this scenario, S&P thinks free cash flow would be
negligible.  S&P estimates this could occur if EBITDA margins
contract by 120 bps below its 2014 expectation.

Upside Scenario

A higher rating is possible if S&P's assessment of the company's
business risk profile improves.  However, S&P do not see this as
likely within one year given the limited growth prospects in the
industry, thin operating margins, and the high risk imbedded in
contract negotiations.  Conversely, S&P could consider a higher
rating if CCS demonstrated a commitment to sustaining adjusted
leverage below 5x.  In this scenario, S&P would need to see EBITDA
generation nearly double from our 2014 expectations.


CCS INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to CCS Intermediate
Holdings, LLC, an entity formed by the merger of Correct Care
Solutions, LLC. and the parent company of Correctional Healthcare
Companies ("CHC"), Jessamine Healthcare, Inc. Moody's also
assigned B1 (LGD 3) ratings to the company's proposed senior
secured first lien credit facilities, including a $335 million
senior secured first lien term loan and a $50 million senior
secured first lien revolver. At the same time, Moody's assigned a
Caa2 (LGD 5) rating to the company's proposed $170 million senior
secured second lien term loan. This is the first time Moody's has
publicly rated CCS Intermediate Holdings, LLC. The outlook for the
ratings is stable.

The proceeds from the senior secured credit facilities will be
used in connection with the merger to refinance existing debt at
both companies, fund a one-time $170 million special dividend to
existing shareholders, and pay transaction fees and expenses.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

CCS Intermediate Holdings, LLC:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $50 million senior secured first lien revolving credit facility
  at B1 (LGD 3)

  $335 million senior secured first lien term loan at B1 (LGD 3)

  $170 million senior secured second lien term loan at Caa2
  (LGD 5)

Ratings Rationale

CCS' B3 Corporate Family Rating reflects the company's high
financial leverage, modest interest coverage, and business risks
associated with the correctional healthcare segment. The rating
also reflects event risk associated with the company's aggressive
financial policy and acquisition strategy, and the substantial
integration and execution risks inherent in the consummation of
the CHC transaction, the largest acquisition in the company's
history. However, the ratings are supported by the sound strategic
rationale for the merger, given the combined company's enhanced
scale and good diversity across customers, geographies, and
business segments, as well as the company's strong market position
in the more attractive public jails segment. Moody's expects the
combination to generate significant cost savings over the next 12
to 18 months, while generating positive free cash flow, as the
business is characterized by minimal bad debt expense and modest
capital investment needs.

Pro forma for the transaction, adjusted debt to EBITDA was
approximately 8 times on a Moody's adjusted basis for the twelve
months ended March 31, 2014, including 75% of management's
targeted acquisition cost synergies.

The stable outlook reflects Moody's expectation that financial
leverage will improve over the next 12 to 18 months following
recent contract wins, good growth opportunities within the public
jails segment, and realized cost savings resulting from the merger
with CHC. However, the outlook reflects substantial integration
and execution risks inherent in consummating the largest merger in
the company's history.

The ratings could be downgraded if top-line pressure accelerates,
if leverage increases, or if operating margins, cash flow, or
sources of liquidity deteriorate. In addition, the ratings could
be lowered if the company engages in material debt-financed
acquisitions or shareholder initiatives.

The ratings could be upgraded upon successful completion of the
merger, and realization of synergies such that top-line growth
improves and credit metrics, including free cash flow to debt and
debt to EBITDA, are sustained above the 5% and below 5.5 times ,
respectively.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based in Nashville, Tennessee, CCS Intermediate Holdings, LLC
("CCS") is a leading provider of contract healthcare services
(including medical, dental, and behavioral health services) to
patients in correctional facilities owned or operated by state and
local government, as well as private institutions. The company is
owned by private equity firms, Audax Private Equity, Frazier
Healthcare, and GTCR, as well as management and other co-
investors. For the twelve months ended March 31, 2014, the
combined company generated net revenues of approximately $646
million.


CHINA BAK: Posts $9.26-Mil. Net Loss in Q1 Ended March 31
---------------------------------------------------------
China BAK Battery, Inc., filed its quarterly reported a net loss
of $9.26 million on $34.28 million of net revenues for the three
months ended March 31, 2014, compared with a net loss of $19.69
million on $44.07 million of net revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $329.22
million in total assets, $385.68 million in total liabilities, and
a stockholders' deficit of $56.46 million.

The Company has net liabilities, a working capital deficiency,
accumulated deficit from recurring net losses incurred for the
current and prior years and significant short-term debt
obligations maturing in less than one year as of March 31, 2014.
The Company has been suffering severe cash flow deficiencies.
Because the Company defaulted on repayment of loans from Bank of
China in August 2013, the Company experiencing and, the Company
believes, will continue to experience significant difficulties to
renew the Company's credit facilities or refinance loans from
banks.  These factors raise substantial doubts about its ability
to continue as a going concern, according to the regulatory
filing.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available at:

                       http://is.gd/I0p92n

China BAK Battery, Inc. is a lithium-based battery cells
manufacturer based in Shenzhen, China.  The Company produces
battery cells that are the principal component of rechargeable
batteries used to power smart phones, netbook computers, portable
consumer electronics, and electric vehicles.


CHINA GINSENG: Files Amendment to Q4 2013 Report
------------------------------------------------
China Ginseng Holdings Inc. filed an amendment to its quarterly
report on Form 10-Q.  A copy of the Form 10-Q/A1 is available at
http://is.gd/1wxrkB

The Company disclosed a net loss of $514,440 on $2.48 million of
revenues for the three months ended Dec. 31, 2013, compared to a
net loss of $256,860 on $1.69 million of revenues for the same
period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $11.86
million in total assets, $13.78 million in total liabilities, and
stockholders' deficit of $1.92 million.

The Company had net losses of $770,322 (restated) and $1.65
million for the six months ended Dec. 31, 2013 and 2012,
respectively, and an accumulated deficit of $10.18 million
(restated) as of Dec. 31, 2013 and there are existing uncertain
conditions the Company foresees relating to its ability to obtain
working capital and operate successfully.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, according to a regulatory filing.

                       About China Ginseng

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.


CHINA GINSENG: Has $674K Net Loss in March 31 Quarter
-----------------------------------------------------
China Ginseng Holdings Inc. disclosed in a regulatory filing in
the U.S. that it had a net loss of $674,564 on $nil of revenues
for the three months ended March 31, 2014, compared with a net
loss of $1.42 million on $497,943 of revenues for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $11.6
million in total assets, $14.31 million in total liabilities, and
a stockholders' deficit of $2.7 million.

The Company had an accumulated deficit of $11.11 million as of
March 31, 2014 and there are existing uncertain conditions the
Company foresees relating to its ability to obtain working capital
and operate successfully.  These matters raise 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 filed with the U.S. Securities and
Exchange Commission is available at http://is.gd/g18lXi

                       About China Ginseng

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.


CHINA NATURAL: Bankruptcy Converted To Ch. 7
--------------------------------------------
Law360 reported that a New York bankruptcy judge pushed China
Natural Gas Inc.?s Chapter 11 case into a liquidation, saying a
trustee might have more luck than creditors at monetizing the
unresponsive Chinese natural gas pipeline operator?s assets.

According to the report, U.S. Bankruptcy Judge Sean H. Lane?s
decision converting the case to a Chapter 7 proceeding aligned
with the wishes of the U.S. trustee?s office and the hedge funds
that forced CNG into involuntary bankruptcy in February 2013.
Ruling from the bench, the judge said the relief was appropriate
in light of the debtor?s scant progress toward an asset sale and
its apparent unwillingness to pursue a reorganization under
Chapter 11, the report related.

                         About China Natural

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

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

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

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

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


CHINA PEDIATRIC: Posts $1.53-Mil. Net Loss in Q1 Ended March 31
---------------------------------------------------------------
China Pediatric Pharmaceuticals, Inc., filed its quarterly report
on Form 10-Q disclosing a net loss of $1.53 million on $1.79
million of sales for the three months ended March 31, 2014,
compared to a net loss of $4.74 million on $1 million of sales for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $10.16
million in total assets, $542,201 in total liabilities, and
stockholders' equity of $9.62 million.

The Company had accumulated deficit of $8.82 million and $7.29 as
at March 31, 2014 and Dec. 31, 2013.  These create an uncertainty
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 at:

                       http://is.gd/3YKUxn

Located in Xi'an, Shaanxi Province, People's Republic of China,
China Pediatric Pharmaceuticals, Inc., is engaged in the business
of manufacturing and marketing of over-the-counter and
prescription pharmaceutical products for the Chinese marketplace
as treatment for a variety of disease and conditions.


CICERO INC: Has $723K Net Loss for Q1 Ended March 31
----------------------------------------------------
Cicero Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $723,000 on $539,000 of total operating revenue for
the three months ended March 31, 2014, compared with a net loss of
$1.01 million on $503,000 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.24
million in total assets, $12.58 million in total liabilities, and
a stockholders' deficit of $9.33 million.

The Company has incurred an operating loss of approximately $3.21
million for the year ended Dec. 31, 2013, and has a history of
operating losses.  For the three months ended March 31, 2014, the
Company had a working capital deficiency of $6.62 million as of
March 31, 2014.  These factors raise 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 at:

                       http://is.gd/2rNjhv

                        About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero reported a net loss applicable to common stockholders of
$3.33 million on $2.19 million of total operating revenue for the
year ended Dec. 31, 2013, as compared with a net loss applicable
to common stockholders of $315,000 on $5.99 million of total
operating revenue in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $4.19 million in total assets, $12.80
million in total liabilities and a $8.60 million total
stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2013.


CITGO PETROLEUM: Moody's Assigns 'B1' Rating on $650MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating (LGD 3, 34%) to
CITGO Petroleum Corporation's proposed $650 million Term Loan B
facility due 2021 and $650 million of senior secured notes due
2021/2022. The new Term Loan B and senior secured notes are part
of $1.3 billion in new financing that CITGO expects to close in
July 2014. The refinancing includes a new $1 billion revolving
credit facility due 2019 which is rated B1 (LGD 3, 34%). Proceeds
from the financing were used to repay $667 million of maturing
credit facilities and roughly $300 million of secured notes. The
company will also pay a $300 million dividend to its parent
company Petroleos de Venezuela (PDVSA). The new $1 billion
revolver will remain undrawn as a source of liquidity for CITGO
except for $11 million in letters of credit. The outlook for the
ratings is negative.

Ratings Rationale

CITGO's ratings reflect its significant size and refinery
complexity, strategic access to diversified crude supplies, strong
logistics and marketing flexibility, good safety record, and a
strong collateral package to creditors.

Moody's notes that underlying the CITGO's B1 CFR is a baseline
credit assessment of baa2. CITGO is wholly-owned subsidiary of
PDVSA (Caa1 negative) and, as a government-related issuer, PDVSA's
ratings reflect a high level of imputed government support and
default correlation between the two entities. Any future negative
ratings action affecting the government's ratings or outlook would
be likely to result in a downgrade of PDVSA's ratings and in turn
could affect CITGO's rating and outlook.

CITGO's liquidity has improved as a result of the new financings,
with the upsized revolver extended to 2019. Creditors also will
benefit from a collateral package that includes all three of
CITGO's large-scale refineries, its inventories, and its accounts
receivable. Collateral coverage, assuming a fully drawn revolving
credit facility, is estimated at 5.1x total debt. All of the
creditors rank pari passu.

CITGO Petroleum Corporation is headquartered in Houston, Texas and
operates three large complex refineries in Texas, Louisiana, and
Illinois. The company has total crude oil refining capacity of 749
MBPD and a weighted average Nelson complexity of 13. For the
twelve months ended March 31, 2014 the company generated $41
billion of revenues and had total assets of $8 billion.

The principal methodology used in this rating was the Global
Refining and Marketing Rating Methodology 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 and Government-Related Issuers:
Methodology Update published in July 2010.


CLEARWATER SEAFOODS: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service revised Clearwater Seafoods Limited
Partnership's ratings outlook to positive and affirmed the
company's B2 corporate family rating ("CFR"), B3-PD probability of
default rating, B1 senior secured debt rating, and SGL-3
speculative grade liquidity rating.

"The outlook change to positive recognizes Clearwater's
strengthening operating performance and increased potential for a
ratings upgrade within 18 months given expectations for improved
credit metrics," said Peter Adu, Moody's lead analyst for
Clearwater.

Ratings Affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B3-PD

  C$75M Revolving Credit Facility due 2018, B1 (LGD2, 29%) from
  (LGD2, 28%)

  C$30M first lien term loan A due 2018, B1 (LGD2, 29%) from
  (LGD2, 28%)

  C$45M delayed draw first lien term loan A due 2018, B1 (LGD2,
  29%) from (LGD2, 28%)

  US$200M first lien term loan B due 2019, B1 (LGD2, 29%) from
  (LGD2, 28%)

  Speculative Grade Liquidity Rating, SGL-3

Outlook:

Changed to Positive from Stable

Ratings Rationale

Clearwater's B2 CFR primarily reflects its small scale relative to
peers in the protein and agriculture industry, exposure to
exogenous factors such as foreign currency fluctuations, weather
patterns, foreign trade disputes and regulation, and expectations
that its growth aspirations could increase leverage (adjusted
Debt/EBITDA was 4.1x at LTM Q1/14). The rating considers the
company's vertically integrated structure, its ownership of solid
quotas that create barriers to entry, attractive long term growth
prospects in the premium shellfish seafood industry, supported by
growing demand from emerging markets and good geographic and
customer diversity.

Moody's considers Clearwater's liquidity as adequate, reflected by
the SGL-3 rating. This is supported by cash of $43 million at
Q1/14 and about $65 million of availability under its $75 million
revolving credit facility that matures in 2018. These sources are
sufficient to cover annual term loan amortizations of about $5
million. Moody's expects Clearwater's free cash flow for fiscal
2014 to be negative $35 million due to higher capital expenditures
for a clam vessel. Clearwater is subject to a total leverage
covenant which Moody's expects will provide cushion over 20%
through the next 4 to 6 quarters. Clearwater has limited ability
to generate liquidity from asset sales as its credit facilities
are secured by liens on all assets of the company and its material
subsidiaries.

The outlook is positive because Moody's expects the company to be
able to manage its earnings volatility and improve its credit
metrics further through the next 12 to 18 months.

A ratings upgrade will require Clearwater to maintain ample
liquidity with consistently positive annual free cash flow
generation, and sustain Debt/EBITDA below 4x. Clearwater's ratings
could be downgraded if operating results soften such that adjusted
Debt/EBITDA rises above 5x, or free cash flow remains negative.
Significant deterioration in liquidity, possibly caused by debt-
funded acquisitions could also lead to a downgrade.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Clearwater Seafoods Limited Partnership is a vertically-integrated
harvester, processor, and distributor of premium shellfish.
Revenue for the last twelve months ended March 31, 2014 was C$398
million. The company is headquartered in Bedford, Nova Scotia,
Canada.


COLOR STAR: Barrier Blocks Approval of Settlement With Regions
--------------------------------------------------------------
NexBank Securities, Inc., dba NexBank Capital Advisors, fka
Barrier Advisors asks the Hon. Brenda T. Rhoades of the U.S.
Bankruptcy Court for the Eastern District of Texas to deny Color
Star Growers of Colorado, Inc.'s motion for approval of compromise
and settlement of the Debtors' claims against their pre-petition
lenders, Regions Bank, Comerica Bank, and MCG Capital Corporation.

As reported by the Troubled Company Reporter on June 25, 2014, the
Debtor, the Lenders, and the Committee of Unsecured Creditors
announced a proposed global settlement.  Under the terms of the
proposed settlement, the Lenders will, among other things, allow
$750,000 of the Debtor's cash collateral to be used solely for
allowed administrative expenses.  In exchange, the Debtor will
provide full releases to the Lenders.

Barrier claims that the Debtors fail to articulate what claims the
Debtors have against the Lenders, the likelihood of success on the
merits of the claims, or the potential value to the
estates of the claims if they were to be pursued.  Barrier
believes that the reason this information is not disclosed in the
Settlement Motion is because throughout the Chapter 11
cases, the discovery sought by the Debtors and the Committee has
been delayed, frustrated and stalled by the Lenders, in
particular, Regions.

The Debtors, according to Barrier, have not valued the claims that
they have against each of the Lenders, and cannot do so because,
upon information and belief, every effort by the Debtors and the
Committee to obtain reasonable discovery into the claims being
settled has been sidestepped by the Lenders.  The motions seeking
issuance of subpoenas for the Rule 2004 Examinations, and the
requests for court orders granting the examinations have been
continuously delayed and adjourned.

Barrier has served upon each of the Debtors, the Committee,
Regions and MCG Barrier's first request for production of
documents to compel the production and disclosure of the relevant
information necessary to assess the facts supporting the
Settlement.  In addition, Barrier intends to issue subpoenas,
including to the Debtors and the Committee, seeking the
testimony of their respective representatives and counsel at the
hearing on the Settlement Motion.

By July 8, 2014, the Debtors must: (i) file and serve an affidavit
or an unsworn declaration under penalty of perjury recommending
settlement approval under the case law guidelines and conforming
to Local Bankruptcy Rule 9019(d); (ii) file and serve a witness
and exhibit list with respect to the compromise motion, and
provide to counsel for Barrier copies of all items listed on the
exhibit list; (iii) provide a copy of the settlement agreement to
counsel for Barrier; and (iv) provide to counsel for Barrier a
list of the Debtors' known potential claims that they may have
against the Lenders and the potential defenses the Lenders could
assert in response to those claims.

On July 10, 2014, any party, other than the Debtors, that intends
to present evidence and witnesses at the July 18 hearing must: (a)
file and serve a witness and exhibit list with respect to the
compromise motion; and (b) provide to counsel for the Debtors, the
Committee, the Lenders and Barrier, copies of all items listed on
the exhibit list.  On July 16, 2014, Barrier, the Debtors, the
Lenders, and the Committee, may take the deposition, in connection
with the compromise motion, of any person listed on a witness and
exhibit list.

An evidentiary hearing on the Debtors' Settlement Motion will be
held on July 18, 2014, at 10:00 a.m. (Central).  The hearing on
Barrier's motion requesting that the Court continue the hearing on
the Debtors' motion was previously set for July 3, 2014 at 9:30
a.m.

On July 2, 2014, Barrier asked the Court to continue the July 14,
2014 hearing until such time as the discovery requested by Barrier
is completed or at a minimum 60 days from the hearing on the
Settlement Motion.  To the extent the Court would deny that
request, Barrier asked the Court to conduct the July 14 hearing as
an evidentiary hearing so that the Court can consider evidence in
support of and in opposition to the Settlement Motion.

Barrier is represented by:

      Michael D. Warner, Esq.
      Cole, Schotz, Meisel,
      Forman & Leonard, P.A.
      301 Commerce Street, Suite 1700
      Fort Worth, TX 76102
      Tel: (817) 810-5250
      Fax: (817) 810-5255
      E-mail: mwarner@coleschotz.com

                      About Color Star

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

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

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

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


COOPER-BOOTH WHOLESALE: SSG Advises on Exit Financing Package
-------------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to
Cooper-Booth Wholesale Company, L.P., Cooper-Booth Transportation
Company, L.P. and Cooper-Booth Management Company, Inc. in the
placement of an exit financing package which enabled the Company
to refinance existing indebtedness and successfully exit
Chapter 11 through a Plan of Reorganization. The transaction
closed in June 2014.

CBW is one of the top 20 convenience store wholesale distributors
in the United States and serves retailers in the Mid-Atlantic
region.  The family-owned Company was founded in 1865 and is based
in Mountville, PA.  Historically, CBW was a profitable operation.
In May 2013, the Company learned that a customer located in
Virginia was smuggling Virginia stamped cigarettes into New York.
As part of an investigation by the federal government, a seizure
warrant was issued against the Company's primary operating bank
account, putting a freeze on the account and leaving CBW unable to
access funds for day-to-day operations.  In reaction to the
seizure warrant, the Company's existing lender declared a default
and immediately terminated the Company's line of credit.  After
evaluating a number of strategic options to address the seizure
warrant, CBW determined that the best alternative was to file for
Chapter 11 to protect its assets and provide time to reorganize
and find a buyer for the business or secure financing.

SSG was retained as CBW's investment banker to find a solution for
the Company to exit bankruptcy, including a sale of substantially
all of the Company's assets or exit financing resulting in a plan
of reorganization.  SSG conducted a comprehensive marketing
process which resulted in a wide range of potential buyers,
including multiple strategic and financial parties interested in
operating CBW as a going concern business.   However, in November
2013, the Company settled the seizure warrant investigation with
the federal government providing CBW the possibility to refinance
existing debt and retain ownership of the business.  SSG
immediately commenced a financing process, resulting in multiple
competitive term sheets.  The exit financing of $35 million
enabled CBW to confirm a Plan of Reorganization that paid all
creditors in full plus interest.  SSG's knowledge of the industry
and flexibility in running concurrent sales and financing
processes enabled the Company to continue as a going concern and
maintain ownership for the family.

Other professionals who worked on the transaction include:

    * Aris J. Karalis, Camille Spinale, and Dustin G. Kreider of
Maschmeyer Karalis P.C., counsel to Cooper-Booth Wholesale
Company, L.P.;

    * Michael DuFrayne, Robert Agarwal and Geoffrey M. DuFrayne of
Executive Sounding Board Associates, LLC, financial advisor to
Cooper-Booth Wholesale Company, L.P.;

    * Morton R. Branzburg and Richard M. Beck of Klehr Harrison
Harvey Branzburg, LLP, counsel to the Unsecured Creditors
Committee;

    * Claudia Z. Springer, Derek J. Baker and Brian M. Schenker of
Reed Smith, LLP, counsel to the Senior Lender;

    * Karen Lee "Kitt" Turner and Alan I. Moldoff of Eckert
Seamans Cherin & Mellott, LLC, counsel to the Bonding Insurer;

    * Christopher D. Molen, W. Austin Jowers and Maria Danielle
Merritt of King & Spalding, counsel to the Exit Lender; and,

    * Andrew F. Lucarelli of Brubaker Connaughton Goss &
Lucarelli, LLC, counsel to the Exit Lender.

                  About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  The company provides
its clients with comprehensive advisory services in the areas of
mergers and acquisitions, private placements, financial advisory,
financial restructurings and valuations.  SSG has a proven track
record of closing over 250 transactions in North America and
Europe and is one of the leaders in the industry.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Cooper-Booth Wholesale Company, L.P., and its affiliates filed
a joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.  The Plan provides for the
reorganization of the Debtors and their continued existence after
the Effective Date as Reorganized Debtors.  The Plan provides for
the payment of 100% of the Allowed Claims in each Class.  The
funds to make the Distributions required under the Plan will be
comprised of cash on hand and the loan proceeds from an exit
financing facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by an Exit
Financing Lender.

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


CORINTHIAN COLLEGES: Thousands To Be Affected by Schools Closure
----------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Corinthian College Inc.'s decision to shutter a dozen of its
Everest schools will affect more than 3,400 students, the for-
profit-school operator confirmed on July 7.  According to the
report, the students will be allowed to complete their education
at the schools before they close, or they can transfer to another
similar institution.  The Journal said $30 million has been set
aside to pay students at these campuses that wish to withdraw and
request a refund. The schools will continue to operate until there
are no more students enrolled.


COVENANT SURGICAL: Moody's Assigns B3 CFR & Rates $120MM Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Covenant Surgical
Partners, Inc.  At the same time, Moody's assigned a B3 rating to
Covenant's $120 million senior secured notes due 2019. The outlook
is stable. The proceeds will be used to refinance existing debt of
about $98 million, for planned future acquisitions, general
corporate purposes, and to pay transaction expenses.

The following ratings have been assigned:

Covenant Surgical Partners, Inc.:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$120 million senior secured notes due 2019 at B3 (LGD 4)

The outlook is stable

Rating Rationale

The B3 Corporate Family Rating reflects Covenant Surgical
Partners' small size on both an absolute basis and relative to
larger competitors, as well as the company's high pro forma
leverage at 7 times, for the LTM period ending March 31, 2014.
Furthermore, the rating reflects the risks associated with the
company's significant concentration in gastroenterology and
ophthalmology at about 68% and its aggressive acquisition
strategy. However, Moody's also considers the industry's long-term
favorable growth prospects, as many patients and payors prefer the
outpatient environment (primarily due to lower cost and better
outcomes) for certain specialty procedures.

The stable rating outlook reflects Moody's expectation that the
company will remain acquisitive and fund acquisitions using a
combination of free cash flow and debt, yet delever to around 6
times over the next four quarters. Moody's also anticipates that
the company will maintain an adequate liquidity profile.

Given the small absolute size and high financial leverage, Moody's
does not anticipate an upgrade in the near-term. If over time the
company can effectively manage its growth, increase its size and
scale, and sustain debt/EBITDA below 6 times, the rating could be
upgraded. An upgrade would also have to be supported by a very
strong liquidity profile.

The rating could be downgraded if revenues and profitability
weaken or if the company increases financial leverage as it
pursues acquisitions. Additionally, the rating could be lowered if
liquidity deteriorates or the company's free cash flow turns
negative.

The principal methodology used in this rating was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Covenant Surgical Partners, Inc. is an owner and operator of
freestanding ambulatory surgery centers. Covenant operates 23
single or limited-specialty ambulatory surgery centers across 14
states focused on high volume, lower-risk procedures.


CRUMBS BAKE SHOP: Investor Group Eyes Rescue of Cupcake Chain
-------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
a group of investors could be ready to save Crumbs Bake Shop, the
New York-based cupcake chain that abruptly shut its doors on
July 7 and said it was considering filing for bankruptcy.

According to the report, Marcus Lemonis, a CNBC reality-show host
and chief executive of retailer Camping World, confirmed that he
lent Crumbs a "not that substantial" amount of money with plans to
further invest and reinvigorate the company.  The Journal related
that Fischer Enterprises, which lent Crumbs money earlier this
year, is also involved in the discussions, Mr. Lemonis said.

Shares of Crumbs were up more than 1,000 percent to more than 50
cents, from 3 cents, on July 10 in over-the-counter trading,
according to Sydney Ember, writing for The New York Times'
DealBook.


DAVE & BUSTER'S: S&P Affirms 'B' CCR & Rates $580MM Debt 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Dallas-based restaurant and out-of-home
entertainment company Dave & Buster's Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $580 million secured
credit facilities.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  S&P based the ratings on proposed terms, which
are subject review upon receipt of final documentation.

"Dave & Buster's participates in the restaurant and out-of-home
entertainment industries, which we believe remains intensely
competitive," said credit analyst Andy Sookram.  "It is a small-
sized company that operates 68 stores.  We think the company has
pursued a prudent approach to store development, by slowing new
store growth during the last U.S. recession and accelerating store
openings in the currently improving economy.  It has thus far been
able to secure attractive geographic locations, which has
contributed to its good average unit volumes and profit margins."

The stable rating outlook on Dave & Buster's incorporates S&P's
expectation that credit metrics will improve in the next year on
EBTIDA growth that arises from store growth initiatives.
Specifically, S&P expects about a 20- to 30-basis-point
improvement in EBITDA margins, leverage of slightly under 5x, and
FFO to debt of about 10%.

Downside scenario

S&P could consider a negative rating action if EBITDA falls by
about 15% from negative same-store sales as a result of heightened
competitive pressures or poor execution of its store growth
initiatives.  Under these scenarios, leverage stays above 6x, FFO
to debt declines to under 9%, and EBITDA coverage of interest
declines to under 2x. Additional downside rating pressures would
result from debt-funded dividends.

Upside scenario

An upgrade is unlikely given the company's elevated debt burden
and the ownership structure of the company that could lead to
additional debt-funded dividends.  Still, an upgrade could occur
if S&P revises its assessment of the business risk profile to
"fair" if EBITDA grows about 15% and if S&P believes the financial
sponsor will not extract another debt-financed dividend from the
company.  For S&P to believe that another debt-funded dividend
will not occur, S&P needs to see a decline in financial sponsor
ownership.  This, combined with leverage sustained below 5x and
FFO to debt above 12%, would likely lead to a reassessment of the
company's financial risk profile as "aggressive" and could lead to
a one-notch upgrade.


DENTAL CARE: A.M. Best Upgrades Finc'l. Strength Rating to 'B+'
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Dental Care Plus, Inc. (DCP) (Cincinnati, OH).  The
outlook for both ratings has been revised to stable from positive.

The rating upgrades reflect DCP's consistent earnings, niche
market expansion and the improvement in its capital.  DCP
delivered favorable earnings in 2013, continuing the trend it
developed over the previous two years.  The company's underwriting
results were favorably impacted by profitability in the self-
insured segment, giving DCP the opportunity to expand the
development of risk premiums, while adapting to significant
changes in its operating environment.  Strategically, DCP's
management formed alliances with two third-party administrator
plans in order to expand the scale of its business and to cross-
sell dental and vision products and services to their medical only
insurance members.  Additionally, the company has greatly expanded
its provider network options leading to much broader service
geographies.  In 2013, DCP initialized its geographic expansion
into Indiana, adding to operations already established in Ohio and
Kentucky.  However the majority of its business development
efforts are still being conducted in Ohio and Kentucky and over
two-thirds of revenue development is concentrated in Ohio.  To
accommodate individuals and small groups looking to purchase
dental benefits on the exchange, DCP launched DentaTrust (an
individual dental product) and DentaSpan (a small group dental
product) on the Ohio state-based exchange.

Through the addition of accreted earnings and timely capital
infusions from the privately held parent, DCP Holding Company,
DCP's level of risk-adjusted capital improved sequentially over
the past three years.  Furthermore, the company has exhibited
improved working capital measures, higher risk-based capital
balances and substantial improvement in net premium leverage over
the past three years.

Offsetting factors include DCP's significant competition and its
operating in a limited geographic market.  DCP operates in a
highly competitive business environment, where local and national
multiline insurers vie for the profitable dental business.
Additionally, DCP's underwriting leverage is considered high when
compared to the industry composite.  However, this measure of
operating capacity has improved steadily over the last four years.
Although DCP's capital and surplus has grown significantly over
the last several years, it is still considered modest and limits
the organization's capacity for stronger business development.

A.M. Best believes that positive rating actions are unlikely in
the near term.  Factors that could lead to negative rating actions
include operating losses and weakened risk-adjusted
capitalization.


DETROIT, MI: Bid To Undo $1.5B Pension Finance Deals Survives
-------------------------------------------------------------
Law360 reported that the city of Detroit cleared a hurdle in its
attempt to void the sale of $1.45 billion in pension-related debt
that hastened its insolvency when a federal judge allowed its
lawsuit to proceed claiming the complex bond transactions violated
Michigan municipal borrowing law.  According to the report, U.S.
Bankruptcy Judge Steven Rhodes refused to dismiss claims against
two service corporations set up to grease controversial
transactions in 2005 and 2006 that were designed to raise money to
meet the city?s obligations to its two principal retirement
systems.

The disputed transactions, the judge said, were ?a significant
factor? in Detroit?s slide into Chapter 9, the Law360 reported.
Judge Rhodes did let Financial Guaranty Insurance Co., which
guaranteed the challenged debt, and individual holders of debt, to
intervene in the suit, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIGITAL REALTY: S&P Affirms 'BB+' Preferred Stock Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Digital
Realty Trust Inc. to stable from negative.  At the same time, S&P
affirmed its 'BBB' corporate credit rating on the company, its
'BBB' rating on the senior unsecured debt, and its 'BB+' rating on
the preferred stock.

"Digital has demonstrated improved operating performance in recent
quarters," said Standard & Poor's credit analyst Scott Sprinzen.
Importantly, while a widening of the gap between lease signings
and tenant move-ins had been an issue last year, the gap has
narrowed from 18 months in the first quarter of 2013, to five to
six months subsequently, which is in line with what occurred in
2012: S&P anticipates that Digital will maintain this level going
forward, excluding the impact of build-to-suit developments.
Also, while occupancy had declined in recent years, leasing
activity has been robust year-to-date, and the company has given
guidance -- which S&P views as credible -- that portfolio
occupancy will be in the 92% to 93% range at year-end 2014,
compared with 92.6% at year-end 2013.  Contributing to the trend
of lower occupancy had been Digital's speculative property
development activity (as well as lease expirations at legacy non-
data center assets), but the company is now taking a more
conservative approach: the extent to which the development
pipeline was preleased increased to 79% as of Dec. 31, 2013, from
48% as of Sept. 30, 2013, and it stood at 90% at March 31, 2014.
Moreover, while industry-wide supply has constrained rental rate
increases, Digital has benefited from modest sequential
improvement to date this year.

Digital has not repurchased shares under the $500 million
authorization approved by its board last year: S&P do not expect
substantial share repurchases within the next two years, except
perhaps in conjunction with asset sales (where S&P would
anticipate that some debt would also be retired).  Nonetheless,
debt to EBITDA has increased to date this year to a level S&P
views as somewhat aggressive for the rating.  Also, the company
continues to search for a new permanent CEO, following the
resignation of the prior CEO earlier this year: S&P believes this
poses some uncertainty regarding Digital's long-range business
strategy and financial policies.

San Francisco-based Digital is the largest data center REIT, with
investment in real estate (before depreciation) of $10.1 billion
as of March 31, 2014.  The company's "satisfactory" business risk
profile is supported by a 131-property portfolio (188 buildings
throughout North America, Europe, Asia, and Australia).  Apart
from its geographic diversity, Digital also has a high degree of
tenant diversity, with its top five tenants accounting for about
24% of annualized rent.  In addition, its lease expiration
schedule is well-staggered, with only 3.8% of net rentable square
feet set to expire during the remaining nine months of this year
(as of March 31, 2014), 9.1% next year, and 8.0% in 2016. While
Digital's first-quarter financial performance is typically
seasonally weak, same-store net operating income (NOI) (GAAP
basis) grew by a robust 9.5% year-over-year in the first quarter
of 2014, albeit this was down from 10.8% growth in the fourth
quarter of last year.

The outlook on Digital Realty Trust Inc. is stable, based on S&P's
expectation of improved occupancy, stable-to-modestly-improving
rental rates, a more conservative stance with respect to
development, and debt to EBITDA trending lower as operating
earnings improve.

If the time to reverse higher vacancy levels became protracted, or
the company departed from its stated financial policies,
heightened financial leverage could result, jeopardizing the
rating (with S&P's financial risk profile assessment being revised
from "intermediate" to "significant").  In this regard, a key
benchmark prompting a downgrade could be debt to EBITDA of greater
than 7.5x, or fixed-charge coverage of less than 2.1x.

S&P currently views an upgrade as unlikely within the next few
years, given its assessment of competitive conditions in the data
center property sector, Digital's continuing -- albeit reduced --
appetite for development risk, and the potential for changes in
business strategy or financial policies under a new CEO.


ECOTALITY INC: 8% Recovery Seen for Unsecured Creditors Under Plan
------------------------------------------------------------------
Electric Transporation Engineering Corporation (dba Ecotality
North America), et al., filed with the Bankruptcy Court a Joint
Plan of Liquidation and Disclosure Statement on July 1, 2014.

The Plan seeks to substantively consolidate the entities into a
single entity, and the remaining assets of all of the Debtors will
be liquidated in a single pool.  The proceeds will then be paid
ratably within classes to all of the Debtors' creditors.  This
objective will be accomplished through the creation of a
liquidating trust.

The Plan designates and provides for six classes of claims and
interests in the Debtors.  Class 3 General Unsecured Claims are
expected to make a recovery of up to 8% under the Plan.  Class 1
Secured Claims and Class 2 Priority Non-Tax Claims have an
estimated 100% recovery while Class 4 Intercompany Claims, Class 5
Sec. 510(b) Claims, and Class 6 Equity Interests will have no
expected recovery under the Plan.

Chief Financial Officer for the Debtors, Susie Herrmann signed the
Plan documents.

Simultaneous with the Plan filing, the Debtors seek the Bankruptcy
Court's conditional approval of the adequacy of the Disclosure
Statement to permit them to commence solicitation of votes on the
Plan.

Furthermore, the Debtors propose the following Plan Confirmation
Schedule:

   Voting Record Date                     July 15, 2014

   Deadline for Plan Filing Supplement    Aug. 18, 2014

   Voting Deadline                        Aug. 25, 2014,
                                          5 p.m. Arizona time

   Final Disclosure Statement and
   Plan Objection Deadline                Aug. 25, 2014

   Submission of Voting Report            Sept. 3, 2014

   Debtors' Reply Deadline                Sept. 5, 2014

   Disclosure Statement and
   Confirmation Hearing                   Sept. 9, 2014

Full-text copies of the Plan documents are available for free at:

            http://bankrupt.com/misc/ECOtality_DS0701.PDF

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


ECOTALITY INC: Blink UYA Seeks Dual Track Solicitation for Plans
----------------------------------------------------------------
Blink UYA, LLC, wants to have its own alternative plan put on a
dual track solicitation process along with Electric Transportation
Engineering Corporation (dba Ecotality North America), et al.'s
Liquidating Plan.

Blink relates that before the Debtors filed a Liquidating Plan on
July 1, 2014, it entered into extensive discussions regaring an
alternative plan (the Reorganizing Plan) with the Debtors and the
Official Committee of Unsecured Creditors.  The Debtors and the
Committee however ultimately rejected the Reorganizing Plan.

After a review of the Liquidating Plan, Blink asserts that its
Reorganizing Plan could be substantially more beneficial to
creditors than the Liquidating Plan.

Under its Dual Track Motion, Blink argues that the Liquidating
Plan fails to address the potential benefits associated with the
reorganization of the Debtors' business.

Thus, concurrent with the Dual Track Motion, Blink filed a Motion
to terminate the exclusive period by which the Debtors may solicit
acceptances for their Plan so that it may file its own
Reorganizing Plan.

The Debtors sought and were granted five extensions of the
Exclusive and Solicitation Periods in their cases, the last
extension granted on June 26, 2014.  The Debtors' current
exclusive plan solicitation period terminates on Oct. 12, 2014.

                     The Reorganizing Plan

While the Debtors sold substantially all of their assets at the
beginning of their cases, the corporate entity continues to have
potential value as a regional electric vehicle service equipment
(EVSE) player, according to Blink.

Blink maintains that the Reorganizing Plan takes advantage of this
potential value, with Blink contributing significant assets to
effectuate a developed business plan that will be incorporated and
adopted by the plan.  Under the Reorganizing Plan, 50% of the
Reorganized Debtors' stock will be distributed to Blink as the
Plan Sponsor, and 50% of the Reorganized Debtors' stock will be
distributed to qualifying unsecured creditors.  The Reorganizing
Plan, much like the Liquidating Plan, will also establish a
creditors' trust to be administered by, and for the benefit of,
all unsecured creditors.  The creditors' trust would consist of
all remaining proceeds of the sale of assets of the Estates and
all Assets that were not sold by the Debtor (the Excluded Assets).

Blink UYA LLC is represented by:

          ANDANTE LAW GROUP OF DANIEL E. GARRISON, PLLC
          Daniel E. Garrison, Esq.
          Jessica R. Kenney, Esq.
          Scottsdale Financial Center I
          4110 North Scottsdale Road, Suite 330
          Scottsdale, AZ 85251
          Tel No: (480) 421-9449
          Fax No: (480) 522-1515
          Email: dan@andantelaw.com
                 jessica@andantelaw.com

               -- and --

          SCHAFER AND WEINER, PLLC
          Brendan G. Best, Esq.
          Michael E. Baum, Esq.
          40950 Woodward Ave., Ste 100
          Bloomfield Hills, MI 48304
          Tel No: (248)540-3340
          Fax No: (248)282-2100
          Email: mbaum@schaferandweiner.com

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EASTCOAL INC: Seeks Shareholder OK for AIM Admission Cancellation
-----------------------------------------------------------------
EastCoal Inc. on July 7 disclosed that on June 23, 2014 that the
Company intended to seek shareholder approval for the cancellation
of the Company's Admission to AIM.

The Company is due to hold a combined Annual General Meeting and
Special Meeting on July 30, 2014, at which, inter alia,
shareholders will be asked to consider a special resolution to
approve the Cancellation.

Reasons for the Cancellation of Admission to AIM

The board of directors of the Company have identified the
following reasons for the Cancellation, which they consider to be
in the long-term best interests of the Company and EastCoal
shareholders:

The high costs of maintaining the Company's Admission to AIM.

The Company considers the costs associated with maintaining the
Company's Admission to AIM are excessive when considered alongside
the costs of maintaining the Company's listing on TSX Venture
Exchange's trading board NEX in Canada.  At this time, the Board
has concluded that maintaining a second listing on AIM is
inappropriate.

The need to maintain appropriate liquidity of EastCoal stock.

With the Company's listing on NEX, the Board is concerned that
there may not be enough liquidity for EastCoal shares to support
trading on both NEX and AIM.  The Board believes it is in the best
interests of the Company and its shareholders to focus the trading
of EastCoal shares on NEX.

The operational and legal difficulties of being subject to two
different regulatory regimes in two different countries, in order
to maintain listings on both AIM and NEX.

The Company currently has to comply with the regulatory, reporting
and corporate governance requirements of two exchanges in two
different countries, whose requirements are sometimes different
and/or inconsistent.  The Board believes that it is best to remove
the requirement of compliance with two different exchanges, as it
believes that compliance with one exchange would still supply
EastCoal shareholders with proper governance and protection.

The management time taken up with the Company's Admission to AIM.

The ongoing regulatory requirements associated with the Company's
securities being admitted to trading on both NEX and AIM are
diverting a substantial portion of management time and attention
which the EastCoal Board believes could more usefully be deployed
developing the business.

Circular to EastCoal shareholders and recommendation

Rule 41 of the AIM Rules for Companies requires an AIM company
that wishes to cancel admission of its securities to trading on
AIM to notify such intended cancellation to the public and
separately to inform the London Stock Exchange of its preferred
cancellation date at least 20 business days prior to such date.
Rule 41 also requires that, unless the London Stock Exchange
otherwise agrees, the Cancellation must be conditional upon the
consent of not less than 75% of shares represented by shareholders
voting in a general meeting.

The Company is sending a circular to EastCoal shareholders which
will explain the reasons for the proposed Cancellation and will
also convene a combined Annual General Meeting and Special Meeting
of the Company, at which EastCoal shareholders will be asked,
inter alia, to consider a special resolution to approve the
Cancellation.  The combined Annual General Meeting and Special
Meeting will be held on July 30, 2014, thereby allowing
Cancellation to become effective on September 24, 2014.

The Board members, who, in aggregate, have an interest in
40,256,178 common shares of EastCoal, representing approximately
25.8 per cent of the Company's issued share capital, unanimously
recommend that all EastCoal shareholders vote in favor of such
resolution, as they intend to do in respect of their aggregate
holding in the common shares of EastCoal.

Strategy following the Cancellation from AIM

Should the Cancellation from AIM be approved by EastCoal
shareholders, the Company will maintain its NEX listing and will
therefore continue to be subject to the Canadian Securities and
Exchange Commission's reporting obligations.  The Company will
continue to keep EastCoal shareholders informed of the Company's
financial and operational performance through ongoing updates in
regulatory filings with the NEX, as well as updates in press
releases, on the Company's website -- http://www.eastcoal.com--
and in investor meetings.

Subject to EastCoal shareholder approval of the Cancellation at
the General Meeting by the required 75% of shares represented by
shareholders voting in a general meeting, it is expected that the
admission of the Ordinary Shares to trading on AIM will be
cancelled with effect from 7.00 a.m. (London time) on
September 24, 2014.  Accordingly, the latest date for trading in
Ordinary Shares through the market on normal market timings to
settle prior to the Cancellation will be September 19, 2014.
Following the Cancellation, there will be no market facility in
the UK for dealing in EastCoal shares and EastCoal shareholders
wishing to publicly trade their EastCoal shares will need to do so
through NEX.

All shares of Common Stock that were previously admitted to
trading on AIM and entered on the register maintained by
Computershare will be placed on the Company's Canadian registrar
list.  The Company's Canadian transfer agent and registrar will
send out physical share certificates to all EastCoal shareholders
whose shares were previously entered on the share register
maintained by Computershare UK.  In addition, the CREST depository
interest facility will be terminated following Cancellation of our
admission to AIM, the shares held in such facility shall be
withdrawn placed on the Company's Canadian registrar list and the
ISIN for the securities previously held in CREST system will be
disabled and expired.  Any EastCoal shareholder holding a physical
certificate should hold on to the certificate until such time as
they wish to trade the shares. Any questions regarding the handing
in of share certificates or how to electronically deposit shares
can be directed to EastCoal's Canadian transfer agent and
registrar, Computershare, 8th Floor, 100 University Avenue,
Toronto, Ontario, M5J 2Y1 http://www.computershare.com/
Computershare, or a brokerage firm of your choosing, will be able
to further provide you with instructions regarding the process of
trading your shares in Canada.

Expected Timetable

Publication of circular and Notice of combined Annual General
Meeting and Special Meeting - July 4, 2014,

Latest time and date for receipt of Last time and date for receipt
of Forms of Instructions for the combined Annual General Meeting
and Special Meeting - July 25, 2014,

Combined Annual General Meeting and Special Meeting - July 30,
2014,

Result of combined Annual General Meeting and Special Meeting
announced - July 31, 2014,

Latest date for trading in Shares in the Company's Common Stock
through the AIM market on normal market timings to settle prior to
the Delisting - September 19, 2014

Cancellation of admission of the Company's Shares to trading on
AIM - September 24, 2014

Notes:

1. Each of the times and dates referred to in this announcement is
based on the Company's current expectation and is subject to
change.  All times are London times.

2. Any changes to the expected timetable will be announced via a
Regulatory Information Service.

EastCoal Inc. -- http://www.eastcoal.ca/-- is focused on coal in
Ukraine. The Company is engaged in the acquisition and development
of mineral properties.  The Company is focused on the Verticalnaya
Mine, which is an advanced coal project in the construction phase
located in the Donbass Region of Ukraine.  The Company's mineral
properties include the Verticalnaya Coal Mine, Ukraine.  The
surface mine site in the Verticalnaya Coal Mine covers
approximately 10.4 hectares, including three hectares of approach
roads.  The Company's operations also include the dewatering of
the Main Mine at Verticalnaya.

EastCoal Inc. previously announced on April 23, 2014, that at a
meeting of its creditors held on April 22, 2014, it had received
creditor approval for the Company's proposal to its creditors
pursuant to the Bankruptcy and Insolvency Act (Canada).  The
Company also previously announced that on May 20, 2014, the
Proposal trustee, Deloitte Restructuring Inc. and the Company were
granted an order from the Supreme Court of British Columbia
approving the Proposal and the associated transactions identified
below.  The Company announced that the Company's obligations under
the Proposal have been completed were effected as of June 23 2014.


EKDN PROPERTY: Files for Chapter 11 in Florida
----------------------------------------------
EKDN Property Inc. filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 14-05258) on May 6.  Based in Maitland, Florida, the
Debtor disclosed $432,123 assets and $86,388 in liabilities.
The company is represented by Jeffrey Ainsworth, Esq., at
BransonLaw PLLC -- jeff@bransonlaw.com ?- in Orlando.


ELITE DATA: Incurs $37K Net Loss in Q1 Ended March 31
-----------------------------------------------------
Elite Data Services Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $37,578 on $7,215 of revenues for the
three months ended March 31, 2014, compared with a net loss of
$208,290 on $nil of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3 million
in total assets, $4.44 million in total liabilities, and a
stockholders' deficit of $1.44 million.

Since inception, the Company has a cumulative net loss of $6.5
million.  The Company currently has only limited working capital
with which to continue its operating activities.  The amount of
capital required to sustain operations is subject to future events
and uncertainties.  These conditions raise 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 at:

                       http://is.gd/mrpL6Y

Elite Data Services, Inc., operates in the marketing and
advertising sector in the United States. The company develops,
markets, administers, and sells various consumer products and
services, including membership club products. Its products
primarily include ClassifiedRide, a classified listing platform
that enables where users can list their vehicle to the company?s
Website by free or paid listing options; Autoglance, a search
engine of used cars that prioritizes and compares inventory in
individualized markets; the VIP Salesmen Directory, which allows
users to view salesmen?s profile from dealerships and interact
with them online before having to commit or walk onto a dealership
lot; and the Carline Negotiator, which that enables the end users
to find the vehicle they are looking for. It serves private
sellers, dealerships, affiliate lead providers, and third party
advertisers. The company was formerly known as Dynamic Energy
Alliance Corporation and changed its name to Elite Data Services,
Inc. in November 2013.  The company was incorporated in 1981 and
is headquartered in Dallas, Texas.


ELITE DIGITAL: Files for Chapter 11 in Florida
----------------------------------------------
Elite Digital Photo Inc. filed a Chapter 7 petition (Bankr. M.D.
Fla. Case No. 14-05248) on May 6.

Located in 174 Wilshire Blvd., Casselberry, Florida, the company
disclosed $625 assets and $34,626 in liabilities.  Major creditors
are:

   -- Jostens Inc. with $19,000;
   -- Wilshire Plaza LLC, Casselberry with $10,090;
   -- Encore Broadcast Solutions, Winter Springs with $3,553.

The company is represented by:

         Randy E Hillman, Esq.
         RANDY HILLMAN, PA
         1073 Willa Springs Drive, #2029
         Winter Springs, FL 32708
         Tel: (407) 695-0874
         Fax: (407) 803-6104
         E-mail: hillmanlaw@earthlink.net


EMMAUS LIFE: Incurs $6.74-Mil. Net Loss for March 31 Quarter
------------------------------------------------------------
Emmaus Life Sciences, Inc., filed its quarterly report on Form 10-
Q disclosing a net loss of $6.74 million on $84,689 of net
revenues for the three months ended March 31, 2014, compared with
a net loss of $3 million on $89,560 of revenue for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $3.62
million in total assets, $22.86 million in total liabilities, and
a stockholders' deficit of $19.25 million.

The Company has a significant amount of notes payable and other
obligations due within this year and is projecting that its
operating losses and expected capital needs will exceed its
existing cash balances and cash expected to be generated from
operations for the foreseeable future, including the expected
costs relating to the commercialization of the Company's L-
glutamine treatment for SCD.  In order to meet the Company's
expected obligations, management intends to raise additional funds
through equity and debt financings and partnership agreements.
However, there can be no assurance that the Company will be able
to complete any additional equity or debt financings or enter into
partnership agreements.  Therefore, due to the uncertainty of the
Company's ability to meet its current operating and capital
expenses, there is substantial doubt about the Company's ability
to continue as a going concern, as the continuation and expansion
of its business is dependent upon obtaining further financing,
successful and sufficient market acceptance of its products, and
finally, achieving a profitable level of operations.

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

                       http://is.gd/F5ihas

Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies for
rare and orphan diseases. The company?s lead product candidate
includes pharmaceutical-grade L-glutamine, which has completed
Phase III clinical trials for the treatment of sickle cell
disease. It also markets and sells NutreStore, an L-glutamine
powder for oral solution as a treatment for short bowel syndrome
in patients receiving specialized nutritional support; and sells
L-glutamine as a nutritional supplement under the AminoPure brand
name through retail stores in various states, as well as through
importers and distributors in Japan, Taiwan, and South Korea. The
company was formerly known as Emmaus Holdings, Inc. and changed
its name to Emmaus Life Sciences, Inc. in September 2011. Emmaus
Life Sciences, Inc. was founded in 2000 and is headquartered in
Torrance, California.


ENERGY FUTURE: Lenders Seeking Direct Appeal
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CSC Trust Co., representing holders of 10 percent
first-lien notes issued by an Energy Future Holdings Corp.
subsidiary wants the U.S. Court of Appeals to review a June 10
ruling by the bankruptcy court approving a settlement with first-
lien noteholders.

According to the report, CSC called the bankruptcy judge's action
unprecedented, saying he approved a tender offer that hadn't been
sanctioned by any court or reviewed by the U.S. Securities and
Exchange Commission.  The indenture trustee likewise faulted the
process because it entailed paying off pre-bankruptcy debt long
before adoption of a Chapter 11 plan, the report related.

U.S. Bankruptcy Judge Christopher Sontchi will decide at a July 18
hearing in Delaware whether to recommend a direct appeal to the
circuit court, bypassing the federal district court in Wilmington,
the report further related.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: Second Lien Expiration Date Extended to July 11
--------------------------------------------------------------
Energy Future Intermediate Holding Company LLC, a wholly-owned
subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc.
on July 7 disclosed that the expiration date of its previously
announced offer to purchase EFIH Second Lien Notes for cash as a
voluntary settlement with respect to the Issuer's obligations
under the EFIH Second Lien Notes has been extended to 5:00 p.m.,
New York City time, on July 11, 2014.  Other than the extension of
the Expiration Date, the terms of the Offer are unchanged.

The EFIH Second Lien Settlement is open to all holders of the
Issuer's 11% Senior Secured Second Lien Notes due 2021 and 11.750%
Senior Secured Second Lien Notes due 2022.  As of 5:00 p.m.,
New York City time, on July 3, 2014, approximately $162 million of
EFIH Second Lien Notes (approximately 8% of the outstanding EFIH
Second Lien Notes) had been tendered in the Offer.  In addition,
pursuant to the Restructuring Support and Lock-Up Agreement, dated
April 28, 2014 (as amended), to which the Issuer is a party,
certain holders holding, in the aggregate, approximately $760
million of EFIH Second Lien Notes (approximately 35% of the
outstanding EFIH Second Lien Notes) have agreed to the EFIH Second
Lien Settlement on the terms provided in such agreement.

Epiq Systems is serving as the Offer Agent and Depositary Agent,
and may be contacted by telephone at (646) 282-2500 or toll free
at (866) 734-9393 or by email at tabulation@epiqsystems.com
(please reference ?EFIH Second Lien Offer? in the subject line).

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERPULSE TECHNOLOGIES: Has $702K Net Loss in Q1 Ended March 31
---------------------------------------------------------------
Enerpulse Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $702,266 on $97,164 of sales for
the three months ended March 31, 2014, compared with a net loss of
$692,294 on $162,904 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.43
million in total assets, $1.6 million in total liabilities,
puttable common stock of $393,780, and a stockholders' deficit of
$567,016.

The Company anticipates a net loss for the remainder of 2014.  The
Company used net cash in operations of approximately $348,000 for
the three months ended March 31, 2014 and has a working capital
deficit of approximately $891,000 at March 31, 2014.  As a result
of the Company's losses from operations, negative cash flows and
limited liquidity, the Company's independent registered public
accounting firm's report on the Company's consolidated financial
statements as of and for the year ended Dec. 31, 2013 includes an
explanatory paragraph stating that these conditions raise
substantial doubt about the Company's ability to continue as a
going concern, according to a regulatory filing.

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

                       http://is.gd/lTAWFl

Enerpulse Technologies, Inc., through its wholly-owned subsidiary,
Enerpulse, Inc., designs, develops, manufactures, and markets an
energy and efficiency enhancing product in the automotive industry
under the Pulstar brand name. The company provides capacitor-based
precise combustion ignition (PCI) technology, which enhances
spark-ignited internal combustion (IC) engines in the areas of
horsepower, torque, fuel economy, acceleration, combustion
stability, and emissions. It offers PCI pulse plugs for the
natural gas IC engine, automotive OEM, and automotive and power
sports aftermarkets. The company is headquartered in Albuquerque,
New Mexico.


EXIDE TECHNOLOGIES: Exclusive Plan Filing Pd Extended Thru July 31
------------------------------------------------------------------
Judge Kevin J. Spacey entered a second order extending the
Exclusive Periods for Exide Technologies.  Under the order, the
Debtor is granted exclusivity to file a Chapter 11 plan through
July 31, 2014, and exclusive right to solicit acceptances of that
plan through Sept. 30, 2014.

                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FANNIE MAE: Hearing on Continental Western's Motion to Compel
-------------------------------------------------------------
Three lawyers appeared before Magistrate Judge Ross A. Walters in
Des Moines, Iowa, on Thurs., July 10, 2014, to debate the
Continental Western Insurance Company's motion to compel
production of the administrative record and to suspend briefing on
the motions to dismiss its lawsuit against the Federal Housing
Finance Agency and the United States Department of the Treasury:

    -- David H. Thompson, Esq., at Cooper & Kirk, PLLC,
representing Continental Western Insurance Company;
    -- Howard N. Cayne, Esq., at Arnold & Porter LLP, representing
FHFA; and
    -- Joel McElvain, Esq., from the Department of Justice,
representing the Department of the Treasury;

Mr. Thompson told Magistrate Walters that the 43-page
administrative record FHFA produced in the litigation before Judge
Lamberth is incomplete and can't possibly be everything on which
FHFA based its decision to enter into the Third Amendment to solve
what FHFA and Treasury say in their papers was the solution to "a
very real problem."  Mr. Thompson indicated that, unlike the other
plaintiffs in their lawsuits, Continental Western challenges
Treasury's continued purchases of preferred stock in Fannie and
Freddie after Congressional authority had expired.

Mr. Cayne told Magistrate Walters that for purposes of deciding
the motions to dismiss, FHFA accepts all of the factual
allegations contained in Continental Western's complaint as true,
and all those facts lead to the correct decision that Continental
Western's complaint should be dismissed.  Decisions by FHFA in its
role as Fannie and Freddie's conservator, Mr. Cayne says, are not
subject to review under the Administrative Procedures Act, and no
court has authority to review a conservator's action or inaction.
Mr. Cayne says that Continental Western has everything it needs to
reply to the pending motions to dismiss and Judge Pratt can decide
those motions based on what's in front of him today.  FHFA says it
is entited to dismissal of Continental Western's complain as a
matter or law because the Congress says that FHFA had the power to
enter into the Third Amendment (even if it was a bad or dumb
deal), the FHFA exercised that power, and no court has authority
to second-guess the conservator.  So, Mr. Cayne says, further
discovery is pointless.

Mr. Cayne told Magistrate Walters that he didn't want to debate
the underlying merits, but took the opportunity to do it anyway.
Mr. Cayne told Magistrate Walters that in 2008, Fannie and Freddie
had no net worth.  The only reason the GSEs are in business today
is because of the deal the Conservator cut with Treasury.  FHFA
says that the plaintiff has no standing to file its lawsuit
because immediately upon appointment of the conservator, all
shareholder rights were vested in and with the conservator for the
duration of the conservatorship.  All of the case law cited by the
Plaintiff, Mr. Cayne says, relates to receiverships and not
conservatorships, and the two, the Congress says, are very
different.  Mr. Cayne said that Fannie and Freddie's
conservatorship proceedings are temporary but indefinite, and
during that time, FHFA holds all of the rights of Fannie and
Freddie's shareholders.

Mr. McElvain echoed many of Mr. Cayne's comments, saying that
Judge Pratt can decide the motions to dismiss using the four
corners of Continental Western's complaint.  The motions to
dismiss present purely legal arguments and no more evidence is
necessary.  HERA, at 12 U.S.C. Sec. 4617(f), prohibits the
Plaintiff from obtaining any equitable or declaratory relief that
would restrain or affect the powers exercised by FHFA as the GSEs'
conservator.  That's what the Congress said when it enacted HERA,
and that's what Judge Pratt must follow.  Further, HERA, at 12
U.S.C. Sec. 4617(b), provides that FHFA has succeeded to all
rights of the GSEs' shareholders for the duration of the
conservatorship, including the right to bring a lawsuit like the
one Continental Western has filed.  There are no factual disputes,
Mr. McElvain, and Judge Pratt can and should dismiss Continental
Western's lawsuit.

Magistrate Walters thanked the lawyers for their time and said he
will do his best to issue a ruling as quickly as possible.

                         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.


FL 6801 SPIRITS: Auction of Canyon Ranch Hotel Set for Aug. 19
--------------------------------------------------------------
Bankruptcy Judge Shelley C. Chapman authorized FL 6801 Spirits LLC
et al. to sell The Canyon Ranch Hotel & Spa to 360 Miami Hotel &
Spa LLC or to any competing bidder that submits a higher or better
offer for the assets at an auction next month.  The Court also
approved the Debtors' proposed bidding procedures.

The deadline for submitting bids for the Assets is August 14,
2014, at 4:00 p.m.  If the Debtors extend the Bid Deadline, the
Debtors must promptly notify all Potential Bidders of the
extension.

If Qualified Bids are timely received, the Auction will commence
at 11:00 a.m. New York Time on August 19, 2014, at a location to
be determined in New York, New York.  In the event that no
Qualified Bids (other than that submitted by the Purchaser) are
received by the Bid Deadline, the Debtors shall not be required to
conduct an Auction, and in such event the Debtors shall proceed
with the approval of the Purchase Agreement.  Each Qualified
Bidder participating at the Auction will be required to confirm on
the record at the Auction that it has not engaged in any collusion
with respect to the bidding or the Sale.

The Sale Hearing will be held August 27, 2014 at 10:00 a.m. at the
United States Bankruptcy Court, Courtroom 623, One Bowling Green,
New York, New York 10004.

Sale Objections, if any, are due no later than 4:00 p.m.
prevailing Eastern Time on August 14, 2014.  Supplemental
objections relating to the conduct of the Auction, the selection
of the Successful Bidder (other than the Purchaser) or the terms
of the Successful Bid (other than the Purchase Agreement), are due
no later than 4:00 p.m. prevailing Eastern Time on August 22,
2014.

The Stalking Horse bidder, 360 Miami Hotel, is represented by:

     Jane Snoddy Smith, Esq.
     FULBRIGHT & JAWORSKI LLP
     98 San Jacinto Blvd., Suite 1100
     Austin, TX 78701-4255

          - and -

     Kristian W. Gluck, Esq.
     FULBRIGHT & JAWORSKI LLP
     2200 Ross Avenue, Suite 2800
     Dallas, TX 75201

The North Carillon Beach Condominium Association, Inc., Central
Carillon Beach Condominium Association, Inc. and South Carillon
Beach Condominium Association, Inc., objected to the bidding
procedures motion.  Among other things, they noted that the
Debtors have precluded the Associations from formulating an offer
to purchase the Property.

The Debtors, however, called the Associations' objections
"disingenuous," saying they welcome an offer by the Associations,
but that none has been made.

The Debtors told the Court that, after a thorough ten-month
marketing process and losing a purchaser due to actions taken by
the Associations, the Debtors found the Stalking Horse whose bid
is the best offer for the Debtors' Assets.  That bid is subject to
higher or better offers under a non-expedited process with market-
based bidding protections that are routinely approved by the
Bankruptcy Courts in this District and others, as they are
reasonable and designed to maximize value.  The Associations would
like to bid for the Assets. There is nothing in the Bidding
Procedures that precludes them from making a higher or better
offer for the Assets other than their own inability to organize
themselves and be able to close a higher or better transaction
with the Debtors within the non-expedited proposed time frame.
The Debtors accused the Associations of playing for more time but
the Debtors said they cannot risk losing the Stalking Horse's
offer and then being left with no sale. Such a result is not in
the best interests of the Debtors or any of their stakeholders,
including the Associations unless the Associations true goal is no
sale at all.

The Court agreed with the Debtors, and said those objections are
overruled.

The Associations are represented by:

     BROWN RUDNICK LLP
     7 Times Square
     New York, NY 10036
     Edward S. Weisfelner, Esq.
     Howard S. Steel, Esq.

As reported by the Troubled Company Reporter, FL Spirits is
pursuing a sale process for the hotel property under 11 U.S.C.
Sec. 363 where 360 Miami Hotel & Spa LLC will be the stalking
horse bidder.  The purchaser will acquire the hotel lot (including
the spa) and 13 condominium units for $12 million, absent higher
and better offers.  Upon a successful closing of the transaction,
the project will be managed by the Enchantment Group, an operator
of award-winning resorts and destination spas, including Mii amo,
a destination spa at Enchantment Resort.

The Debtors had signed a sale agreement with Shamrock for a higher
purchase price -- $15 million -- before the Associations commenced
litigations in Florida State Court that effectively chilled the
sale to Shamrock and any other party.

Hannah Sampson, writing for The Miami Herald, reported that
portions of the resort at 6801 Collins Ave. in Miami Beach are
being marketed for sale by CBRE Hotels, including retail space; 13
condo units, townhomes or condo-hotel units; a spa; four pools;
restaurants and lounges and other common spaces.

                       About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.


FL 6801 SPIRITS: Associations Drop Bid to Transfer Cases to Fla.
----------------------------------------------------------------
The North Carillon Beach Condominium Association, Inc., Central
Carillon Beach Condominium Association, Inc., and South Carillon
Beach Condominium Association, Inc. have withdrawn, without
prejudice, their motion to transfer the Chapter 11 cases of FL
6801 Spirits LLC et al. to the U.S. District Court for the
Southern District of Florida.

The Associations represent owners of approximately 570 condominium
units on the Debtors' property.  They argued that the property,
the Debtors, the Associations, the Unit Owners, and almost all key
creditors and parties-in-interest in these Chapter 11 Cases are
Florida based. The Debtors' only connection to New York is that
the Debtors are indirect subsidiaries of Lehman Brothers Holdings,
Inc. and purportedly maintain an office -- or perhaps, more
simply, a desk within an office -- in New York.  Although the
Debtors are indirect subsidiaries of LBHI, their assets and
business operations are discrete and bear no meaningful relation
to the financial operations of LBHI and its other subsidiaries.

They also pointed out that the Debtors' Sale Motion suggests that
the net proceeds from the proposed sale of the assets will likely
be exhausted by creditor claims or, at best, may result in a de
minimis distribution to the Debtors' parent company that would
prove insignificant in the context of the LBHI bankruptcy cases.

The Associations also said their litigation fees and costs
(including travel) associated with the Chapter 11 Cases will be
lower if venue is transferred to the Southern District of Florida
than if the cases remain in New York Court.

A hearing on the motion was originally set for June 25.

The Associations said, "Prior to filing for bankruptcy, the
Debtors entered into a standstill agreement with the Associations
to negotiate a deal for the purchase of Canyon Ranch Miami by an
entity controlled by the Unit Owners. However, instead of
negotiating in good faith, the Debtors left the Unit Owners at the
altar and now seek to sell their property interest in Canyon
Ranch Miami in a Bankruptcy Code Section 363 sale that would
terminate the Canyon Ranch management and materially devalue the
Unit Owners? interest in their condominium units. The Unit Owners
are interested in submitting a higher or better bid and plan to
contest the Debtors' unfair proposed sale procedures."

The Debtors are defendants in pending lawsuits commenced by the
Associations in the Circuit Court in and for Miami-Dade County,
Florida.  The Associations seek, inter alia, declaratory relief
under Florida state law as to the condominium Unit Owners' rights
under various condominium declarations, restrictions and
easements.  They seek a determination that the Debtors have
historically levied millions of dollars of improper assessments
against the Unit Owners and now seek to prospectively lock in
these exponential over-charges and other restrictions on their
Canyon Ranch lifestyle.

The Associations are represented by:

     Edward S. Weisfelner, Esq.
     Howard S. Steel, Esq.
     BROWN RUDNICK LLP
     7 Times Square
     New York, NY 10036
     Telephone: (212) 209-4800
     Facsimile: (212) 209-4801

          - and -

     Scott L. Baena, Esq.
     Mindy A. Mora, Esq.
     BILZIN SUMBERG BAENA PRICE & AXELROD LLP
     1450 Brickell Avenue, Suite 2300
     Miami, FL 33131
     Telephone: (305) 374-7580
     Facsimile: (305) 351-2242

                       About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.

                           *     *     *

FL Spirits is pursuing a sale process for the hotel property under
11 U.S.C. Sec. 363 where 360 Miami Hotel & Spa LLC will be the
stalking horse bidder.  The purchaser will acquire the hotel
lot (including the spa) and 13 condominium units for $12 million,
absent higher and better offers.  Upon a successful closing of the
transaction, the project will be managed by the Enchantment Group,
an operator of award-winning resorts and destination spas,
including Mii amo, a destination spa at Enchantment Resort.


FREDDIE MAC: Hearing on Continental Western's Motion to Compel
--------------------------------------------------------------
Three lawyers appeared before Magistrate Judge Ross A. Walters in
Des Moines, Iowa, on Thurs., July 10, 2014, to debate the
Continental Western Insurance Company's motion to compel
production of the administrative record and to suspend briefing on
the motions to dismiss its lawsuit against the Federal Housing
Finance Agency and the United States Department of the Treasury:

    -- David H. Thompson, Esq., at Cooper & Kirk, PLLC,
representing Continental Western Insurance Company;
    -- Howard N. Cayne, Esq., at Arnold & Porter LLP, representing
FHFA; and
    -- Joel McElvain, Esq., from the Department of Justice,
representing the Department of the Treasury;

Mr. Thompson told Magistrate Walters that the 43-page
administrative record FHFA produced in the litigation before Judge
Lamberth is incomplete and can't possibly be everything on which
FHFA based its decision to enter into the Third Amendment to solve
what FHFA and Treasury say in their papers was the solution to "a
very real problem."  Mr. Thompson indicated that, unlike the other
plaintiffs in their lawsuits, Continental Western challenges
Treasury's continued purchases of preferred stock in Fannie and
Freddie after Congressional authority had expired.

Mr. Cayne told Magistrate Walters that for purposes of deciding
the motions to dismiss, FHFA accepts all of the factual
allegations contained in Continental Western's complaint as true,
and all those facts lead to the correct decision that Continental
Western's complaint should be dismissed.  Decisions by FHFA in its
role as Fannie and Freddie's conservator, Mr. Cayne says, are not
subject to review under the Administrative Procedures Act, and no
court has authority to review a conservator's action or inaction.
Mr. Cayne says that Continental Western has everything it needs to
reply to the pending motions to dismiss and Judge Pratt can decide
those motions based on what's in front of him today.  FHFA says it
is entited to dismissal of Continental Western's complain as a
matter or law because the Congress says that FHFA had the power to
enter into the Third Amendment (even if it was a bad or dumb
deal), the FHFA exercised that power, and no court has authority
to second-guess the conservator.  So, Mr. Cayne says, further
discovery is pointless.

Mr. Cayne told Magistrate Walters that he didn't want to debate
the underlying merits, but took the opportunity to do it anyway.
Mr. Cayne told Magistrate Walters that in 2008, Fannie and Freddie
had no net worth.  The only reason the GSEs are in business today
is because of the deal the Conservator cut with Treasury.  FHFA
says that the plaintiff has no standing to file its lawsuit
because immediately upon appointment of the conservator, all
shareholder rights were vested in and with the conservator for the
duration of the conservatorship.  All of the case law cited by the
Plaintiff, Mr. Cayne says, relates to receiverships and not
conservatorships, and the two, the Congress says, are very
different.  Mr. Cayne said that Fannie and Freddie's
conservatorship proceedings are temporary but indefinite, and
during that time, FHFA holds all of the rights of Fannie and
Freddie's shareholders.

Mr. McElvain echoed many of Mr. Cayne's comments, saying that
Judge Pratt can decide the motions to dismiss using the four
corners of Continental Western's complaint.  The motions to
dismiss present purely legal arguments and no more evidence is
necessary.  HERA, at 12 U.S.C. Sec. 4617(f), prohibits the
Plaintiff from obtaining any equitable or declaratory relief that
would restrain or affect the powers exercised by FHFA as the GSEs'
conservator.  That's what the Congress said when it enacted HERA,
and that's what Judge Pratt must follow.  Further, HERA, at 12
U.S.C. Sec. 4617(b), provides that FHFA has succeeded to all
rights of the GSEs' shareholders for the duration of the
conservatorship, including the right to bring a lawsuit like the
one Continental Western has filed.  There are no factual disputes,
Mr. McElvain, and Judge Pratt can and should dismiss Continental
Western's lawsuit.

Magistrate Walters thanked the lawyers for their time and said he
will do his best to issue a ruling as quickly as possible.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREEDOM INDUSTRIES: Told to Keep Public Better Informed
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Freedom Industries Inc., whose leaking chemical tank
made much of West Virginia's water undrinkable early this year,
must keep the public better informed about the bankruptcy and site
cleanup if it wants more time to propose a liquidating plan.

According to the report, Freedom didn't prepare adequately for
predicted heavy rainstorms in mid-June, U.S. Bankruptcy Judge
Ronald G. Pearson in Charleston, West Virginia said in an order he
signed.  As result, there were "unfortunate containment breaches,"
the judge said, the report related.  Judge Pearson said in his
order that Freedom can retain the exclusive right to propose a
Chapter 11 plan only if there is better disclosure to the public
going forward, and, to assure the public that environmental issues
are being dealt with responsibly, required the restructuring
officer to attend all hearings unless excused beforehand and to
hold press conferences or issue bulletins to the public, the
report further related.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FRESH & EASY: Employee Wage Settlement Approved
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fresh & Easy Neighborhood Market Inc., the former
supermarket operator, obtained approval from the U.S. Bankruptcy
Court in Delaware of a settlement with a class representing
workers who alleged violation of California labor law.

According to the report, the company is paying $2 million for a
release of all claims up until the time the business was sold last
year.  Lawyers representing the employee class get $660,000, plus
$61,500 for their expenses, while giving notice to the class
members is costing another $65,000, the report related.

                       About Fresh & Easy

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

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

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

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

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

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on July 2, 2014, issued an order confirming Old FENM,
Inc., et al.'s second amended joint Chapter 11 plan of
reorganization.


FUEL PERFORMANCE: Incurs $1.34-Mil. Net Income in First Quarter
---------------------------------------------------------------
Fuel Performance Solutions, Inc., filed its quarterly report on
Form 10-Q, disclosing a net income of $1.34 million on $374,426 of
net revenues for the three months ended March 31, 2014, compared
with a net loss of $408,522 on $213,294 of net revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.92
million in total assets, $2.54 million in total liabilities, and
stockholders' equity of $382,392.

The Company has incurred significant losses since inception and
currently has, and previously from time to time, had limited funds
with which to operate.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/Wd1w5B

                      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.


FURNITURE BRANDS: Files Second Amended Liquidation Plan
-------------------------------------------------------
FBI Wind Down, Inc., f/k/a Furniture Brands International, Inc.,
and its debtor affiliates, on July 9, filed with the U.S.
Bankruptcy Court for the District of Delaware a second amended
joint plan of liquidation to, among other things, clarify certain
provisions relating to the liquidation trustee and the creation of
a liquidating trust.  A blacklined version of the Second Amended
Plan is available at http://bankrupt.com/misc/FBIplan0709.pdf

The Hon. Christopher S. Sontchi, who is overseeing the Debtors'
Chapter 11 cases, will convene a hearing on July 14, 2014, to
consider confirmation of the Plan.

The Internal Revenue Service objected to the Debtors' Plan,
complaining that it violates the law by allowing the company to
escape its tax debts, Law360 reported.  The tax collection agency
argued that various provisions in the liquidation stemming from
the $280 million sale of Furniture Brands' assets to private
equity firm KPS Capital Partners LP violate the Anti-Injunction
Act by enjoining the collection of taxes against non-debtor third
parties, which is not within the scope of a bankruptcy court's
authority, the Law360 report related.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.

                             *   *   *

The Debtors obtained an extension until Aug. 24, 2014 of the
exclusive period within which they may file a Chapter 11 plan.
The exclusive period within which the Debtors may solicit
acceptances to that plan is extended until Oct. 21, 2014.


GEMINI HDPE: S&P Assigns Prelim. 'B+' Rating on $420MM Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' senior secured rating and '3' recovery rating to
Gemini HDPE LLC's proposed first-lien senior secured $420 million
term loan B due 2021.  The '3' recovery rating indicates
meaningful (50% to 70%) recovery of principal in a default
scenario.  The outlook is stable.

Gemini is a 50/50 joint venture between INEOS AG (INEOS) and Sasol
Ltd. via wholly owned indirect subsidiaries INEOS Gemini HDPE
Holding Co. LLC (INEOS HoldCo) and Sasol Chemicals North America
LLC (Sasol CNA).  It intends to raise $524 million of capital to
fund the construction of a 1 billion pound bimodal high-density
polyethylene (HDPE) plant in La Porte, Texas.  The proposed
funding sources include a $420 million term loan B and $104
million of equity.  S&P is assigning its 'B+' rating to the term
loan B using our project finance methodology.

The rating on the term loan B is weak-linked to the rating on
INEOS Group Holdings S.A. (B+/Stable), which guarantees 50% of the
project's debt and all other payment obligations during the
construction and operational phases.  Sasol Financing (Pty.) Ltd.,
a subsidiary of Sasol Ltd.(BBB/Stable), guarantees the remaining
50% of Gemini's debt and counterparty payment obligations.  The
completion and tolling guarantees are several, not joint, which
ultimately links the project's rating to the weakest rated
counterparty.  Relative to other rated projects, Gemini is unique
in that its parent companies fully guarantee the project's debt
service, making it immune to construction and operating risks.
S&P analyzed whether the project's stand-alone merits (i.e.,
assuming the project operated on a merchant basis, without
benefiting from any parent contracts) could warrant a higher
rating during the operations phase, but concluded that it would be
no better than the assigned 'B+' rating.

Gemini is a special-purpose, bankruptcy-remote operating entity,
set up to build the HDPE plant at the INEOS Battleground
Manufacturing Complex in La Porte.  S&P expects the facility to
start operations in the latter half of 2016.  Gemini will repay
its debt obligations from a 15-year tolling agreement with INEOS
HoldCo and Sasol CNA (guaranteed by INEOS Group Holdings and Sasol
Financing (Pty.) Ltd., respectively).  Each sponsor is responsible
to supply one-half of the raw material (ethylene and 1-hexene)
and, in return, will receive one-half of the plant's output.  The
tolling fee received by the project covers all of its operating
costs and debt service obligations.  The sponsors are obligated to
pay the toll fee under all circumstances, including closure of the
plant or if a bankruptcy occurs.  The plant's construction is
supported by a several, and not joint, completion guarantee
between INEOS Group Holdings and Sasol Financing (Pty.) Ltd.  This
agreement, which meets the guidelines set forth in S&P's guarantee
criteria, effectively assures the full and timely payment of the
project's debt regardless of whether or not the plant becomes
operational.

The stable outlook on Gemini mirrors that on INEOS Group Holdings.
If S&P revised its outlook on INEOS Group Holdings, S&P would
likely do the same to Gemini's outlook.  Similarly, if S&P was to
raise or lower the rating on INEOS Group Holdings, it would likely
do the same to the rating on Gemini.


GENCO SHIPPING: Exits Chapter 11 Bankruptcy Protection
------------------------------------------------------
The Associated Press reported that drybulk shipper Genco Shipping
emerged from Chapter 11 bankruptcy reorganization, a week after
the the U.S. Bankruptcy Court for the Southern District of New
York confirmed its Prepackaged Plan of Reorganization.  The
Troubled Company Reporter has previously reported that upon
completion of the restructuring process, the Plan will reduce the
Company's total debt by approximately $1.2 billion and enhance its
financial flexibility.

                  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 Aug. 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.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco has filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.


GENCO SHIPPING: Rothschild Approved as Equityholders' Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Equity Security Holders to
retain Rothschild Inc. as financial advisor and investment banker.

The firm will be entitled to a $1.35 million completion fee
payable upon either (i) confirmation and effectiveness of the
Prepackaged Plan of Reorganization, or (ii) consummation of any
transaction or confirmation and effectiveness of a plan of
liquidation.  The firm will also be entitled to $2.25 million
payable upon confirmation and effectiveness of a Plan or
consummation of a transaction, provided that the Plan or
Transaction materially improves the recoveries of the class of
holders of existing equity interests in the Company from those
proposed for the class in the Prepack Plan.

                  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 Aug. 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.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco has filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.


GLOBAL ARENA: Has $349K Net Loss for March 31 Quarter
-----------------------------------------------------
Global Arena Holding, Inc., filed its quarterly report on Form 10-
Q, disclosing a net loss of $349,643 on $7.59 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $994,621 on $2.12 million of total revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.65
million in total assets, $4.78 million in total liabilities, and a
stockholders' deficit of $3.13 million.

The Company has generated recurring losses and cash flow deficits
from operations since inception and has had to continually borrow
to continue operations.  In addition, the Company is in default of
certain notes outstanding and is subject to the holders' continued
forbearance of not demanding payment.  These matters raise
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 at:

                       http://is.gd/xBdSZo

                About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.

Wei, Wei & Co., LLP, 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 suffered recurring losses since inception,
experiences a deficiency of cash flow from operations and has a
stockholders' deficiency.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


GOLDKING HOLDINGS: Plan Outline Approved, Aug. 18 Conf. Hrg Set
---------------------------------------------------------------
Goldking Holdings, LLC, et al., won Bankruptcy Court approval of
the revised Disclosure Statement explaining their Joint Plan of
Reorganization.

The Disclosure Statement Order, signed by Judge David R. Jones on
June 25, 2014, found that the Plan Outline contain adequate
information within the meaning of Section 1125(a) of the
Bankruptcy Code.

The Plan originally, filed on May 27, 2014, was amended along with
the Disclosure Statement on June 25.  Among other things, the Plan
contemplates:

  -- the issuance of New Equity;
  -- provision of Exit Financing by Wayzata Opportunities Fund II;
  -- the cancellation of certain securities and agreements;
  -- appointment of a Plan Agent; and
  -- preservation of certain Avoidance Actions.

The Plan designates and provides treatment for 17 classes of
claims and interests against the Debtors -- one of them was added
under the First Ameneded Plan, Class GOO-04.

Before the Court entered its ruling, several parties filed formal
written objections.  They include the Official Committee of
Unsecured Creditors; the Tallerine Parties -- Leonard C.
Tallerine, Jr. and Goldking LT Capital Corp.; and White Oak
Operating Co., LLC and White Oak Energy V, LLC.

The Debtors related that they engaged in discussions with the
Objecting Parties to resolve their issues.  Among the issues
resolved are noted in the Amended Plan and Disclosure Statement.

All objections to the Disclosure Statement are overruled to the
extent not withdrawn, settled or otherwise resolved, the Court
ruled.

A redline version of the First Amended Disclosure Statement dated
June 25, 2014, is available for free at:

       http://bankrupt.com/misc/GOLDKING_AmdDS0625.pdf

                       Confirmation Hearing

The Court will commence a hearing on Aug. 18, 2014, at 2:00 p.m.
Central Time, to consider confirmation of the Plan.

Creditors eligible to vote are given until Aug. 8 to complete and
send back ballots for the Plan.  Ballots may be delivered by mail,
messenger service, or overnight delivery to:

          Haynes and Boone LLP
          Attn: Ken Rusinko
                1221 McKinney
                Suite 2100
                Houston, Texas 77010

or may be transmitted by facsimile to his attention at (713)236-
5401.

Counsel for White Oak:

          WINSTON & STRAWN LLP
          James M. Donnell, Esq.
          200 Park Avenue
          New York NY 1016-4193
          Email: jdonnell@winston.com

Counsel for Leonard Tallerine Parties:

          Benjamin Kadden
          Lugenbuhl
          601 Poydras Street, Suite 2775
          New Orleans LA 70130
          Email: bkadden@lawla.com

                      About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  Matthew S. Okin, Esq. and Christopher Adams of Okin &
Adams LLP serve as local counsel to the Committee.  The Committee
withdrew its application to employ  Brinkman Portillo Ronk, APC,
as general counsel amidst objections from the Debtors and the U.S.
Trustee.  Claro Group LLC is the panel's financial advisor.

Wayzata Investment Partners, LLC and Wayzata Opportunities Fund
II, L.P. are lenders to the Debtors.  They are represented by John
F. Higgins, Esq., of Porter Hedges LLP.


GOLDKING HOLDINGS: Reaches Deal to Access DIP Loans Thru Aug. 1
---------------------------------------------------------------
Goldking Holdings, LLC, et al., negotiated a fourth amended
stipulation with lender Wayzata Opportunities Fund II, L.P., for
an extension of access to postpetition financing through Aug. 1,
2014.

Specifically, the parties have agreed to a third supplemental
budget, which operates solely to extend the term of the existing
second agreed supplemental budget and the final order (1)
approving postpetition financing; (2) authorizing use of cash
collateral; and (3) granting liens and providing superpriority
administrative expense statues to Aug. 1, 2014.

The third agreed supplemental Budget does not contemplate any
increase in fund availability or any other "material" amendments.

                   Plan Milestone Extensions

The Debtors and Lender have also agreed to amendments of a
Ratification Agreement and of the Final DIP Loan Order to allow
the Debtors (i) until Friday, July 11, 2014, to have Court
approval of a disclosure statement, and (ii) until Friday, Aug.
15, 2014 to have a plan of reorganization confirmed by the Court.

                   About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. and
Goldking Capital LT Corp., to move the Chapter 11 case to Houston,
Texas (Bankr. S.D. Tex. Case No. 13-37200).  Mr. Tallerine owns a
nearly 6% stake in the company through an entity called Goldking
LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes and Boone, LLP.  Edmon L.
Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  The Debtors' notice, claims, solicitation
and balloting agent is Epiq Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.  Matthew S. Okin, Esq. and Christopher Adams of Okin &
Adams LLP serve as local counsel to the Committee.  The Committee
withdrew its application to employ  Brinkman Portillo Ronk, APC,
as general counsel amidst objections from the Debtors and the U.S.
Trustee.  Claro Group LLC is the panel's financial advisor.

Wayzata Investment Partners, LLC and Wayzata Opportunities Fund
II, L.P. are lenders to the Debtors.  They are represented by John
F. Higgins, Esq., of Porter Hedges LLP.


GRANDPARENTS.COM INC: Has $1.98-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Grandparents.com, Inc., reported a net loss of $1.98 million on
$35,275 of total revenue for the three months ended March 31,
2014, compared to a net loss of $2.74 million on $122,859 of total
revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $4.35
million in total assets, $5.04 million in total liabilities, and a
stockholders' deficit of $687,525.

The Company has used approximately $900,000 in cash for operating
activities during the three-months ended March 31, 2014.  Without
additional capital from existing or outside investors or further
financing, the Company's ability to continue to implement its
business plan may be limited.  These conditions raise 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 filed with the U.S. Securities and
Exchange Commission is available at http://is.gd/WB43qz

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market.  The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.


GREEN AUTOMOTIVE: Accumulated Deficit at $54MM as of March 31
-------------------------------------------------------------
Green Automotive Company filed its quarterly report on Form 10-Q
disclosing net income of $56.43 million on $1.25 million of
revenues for the three months ended March 31, 2014, compared with
net income of $38.08 million on $218,396 of revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.98
million in total assets, $13.3 million in total liabilities, and a
stockholders' deficit of $11.31 million.

As of March 31, 2014, the Company has sustained recurring
operating losses and accumulated deficit of $54.46 million.  These
conditions, among others, give rise to substantial doubt about our
ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/WrUjLs

                  About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company. The Company also provides
after sales program. It possesses a portfolio of businesses and is
active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.


GRILLED CHEESE: Incurs $1.2-Mil. Net Loss for First Quarter
-----------------------------------------------------------
The Grilled Cheese Truck, Inc., filed its quarterly report on Form
10-Q disclosing a net loss of $1.2 million on $634,063 of total
revenue for the three months ended March 31, 2014, compared with a
net loss of $831,037 on $382,369 of total revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.33
million in total assets, $6.47 million in total liabilities, and a
stockholders' deficit of $5.14 million.

The Company has cash of $89,498 and working capital deficiency of
$2.7 million at March 31, 2014.  The Company has historically
relied on proceeds from the issuance of debt and shares of its
Common Stock to finance its operations.  The Company's net loss
for the three-month period ended March 31, 2014 was $1.2 million
and the deficit accumulated by the Company amounts to $9.1 million
as of March 31, 2014.  These matters raise 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 at:

                       http://is.gd/4AAE3U

The Grilled Cheese Truck, Inc., engages in the operation of food
trucks. Its food trucks sell various gourmet grilled cheese and
other comfort foods in the southern California and Phoenix,
Arizona areas. The company serves gourmet grilled cheese melts, as
well as grilled cheese sandwiches and side dishes, and dessert-
based sandwiches. It owns and operates a fleet of five food
trucks.


HCSB FINANCIAL: Elliott Davis LLC Raises Going Concern Doubt
------------------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission on May 20, 2014, its annual report on Form 10-
K for the year ended Dec. 31, 2013.

Elliot Davis, LLC, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses that have eroded regulatory capital
ratios and the Company's wholly owned subsidiary, Horry County
State Bank, is under a regulatory Consent Order with the Federal
Deposit Insurance Corporation (FDIC) that requires, among other
provisions, capital ratios to be maintained at certain levels.  As
of Dec. 31, 2013, the Company's subsidiary is considered
significantly undercapitalized based on its regulatory capital
levels.

The Company reported net income of $1.76 million on $17.07 million
of total interest income in 2013, compared with a net loss of
$9.53 million on $20.37 million of total interest income in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $434.59
million in total assets, $451.03 million in total liabilities, and
a stockholders' deficit of $16.44 million.

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

                       http://is.gd/r6cjyr

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.  The Company's balance sheet
at Sept. 30, 2012, showed $512.65 million in total assets, $520.03
million in total liabilities and a $7.38 million total
shareholders' deficit.


HCSB FINANCIAL: Reports $317K Net Income for March 31 Quarter
-------------------------------------------------------------
HCSB Financial Corporation filed its quarterly report on Form 10-
Q, disclosing net income of $317,000 on $4.14 million of total
interest income for the three months ended March 31, 2014,
compared with net income of $664,000 on $4.17 million of total
interest income for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $457.87
million in total assets, $471.43 million in total liabilities, and
a stockholders' deficit of $13.56 million.

At March 31, 2014, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized."  Its losses over the past five years have
adversely impacted its capital.  As a result, the Company has been
pursuing a plan to increase capital ratios in order to strengthen
its balance sheet and satisfy the commitments required under the
Consent Order.  However, if the Company continues to fail to meet
the capital requirements in the Consent Order in a timely manner,
then this would result in additional regulatory actions, which
could ultimately lead to the Bank being taken into receivership by
the FDIC.  The Company's auditors have noted that the uncertainty
of its ability to obtain sufficient capital raises substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/D85GLo

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.  The Company's balance sheet
at Sept. 30, 2012, showed $512.65 million in total assets, $520.03
million in total liabilities and a $7.38 million total
shareholders' deficit.


HELLAS TELECOM: Termination of Ch.15 Recognition Order Sought
-------------------------------------------------------------
The liquidators of Hellas Telecommunications (Luxembourg) II SCA's
sued TPG Capital Management LP and Apax Partners LLP in U.S.
Bankruptcy Court in Manhattan on March 13, 2014, claiming the
private-equity firms left the wireless company insolvent. They
filed a similar lawsuit in U.S. district court the same day.

Presently, defendants TPS, APAX, TCW and Nikesh Arora have
requested that the Bankruptcy Court for the Southern District of
New York terminate its Recognition Order and dismiss the Chapter
15 case of Hellas Telecommunications (Luxembourg) II SCA and the
related adversary proceedings.  A hearing on the motion was
scheduled before Honorable Martin Glenn for June 17, 2014.

The Defendants are requesting that the Court terminate recognition
of the Debtor's compulsory liquidation pending as a foreign main
proceeding before the High Court of Justice of England and Wales
and dismiss the Debtor's Chapter 15 case and adversary proceedings
against the Defendants.

The Defendants contend that the Recognition Order was in conflict
with controlling case law in the 2nd Circuit and should never have
been entered.  The Defendants contend that the Debtor does not
satisfy the foreign debtor eligibility requirements under Sec.
109(a) of the Bankruptcy Code as the Debtor has no domicile, place
of business or property in the U.S.  The Defendants assert that
the Recognition Order should thus be terminated under Drawbridge
Special Opportunities Fund LP v. Barnet, 737 F.3d 238 (2nd Cir.
2013) and Sec. 1517(d) of the Bankruptcy Code.  Alternatively, the
Defendants argue the Recognition Order should be terminated
pursuant to Federal Rule of Civil Procedure 60(b)(5) or Bankruptcy
Rule 9024.

The Debtor contends that it has property in the form of claims for
fraudulent conveyance and unjust enrichment against the
Defendants.  The Adversary Proceeding was initiated on March 13,
2014.

Section 109(a) of the Bankruptcy Code provides that to be a debtor
in a U.S. bankruptcy proceeding one must reside or have a
domicile, place of business, or property in the U.S. The Barnet
decision made Section 109(a) applicable to debtors under Chapter
15 of the Bankruptcy Code.

Section 1517(d) of the Bankruptcy Code provides for termination of
cases where recognition should not have been granted or the
grounds for recognition cease to exist.  Section 1506 of the
Bankruptcy Code also allows termination of recognition because
recognition is contrary to the public policy of the U.S.

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012.  Bankruptcy Judge
Martin Glenn presides over the case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The petitioners are represented by Howard Seife, Esq., at
Chadbourne & Parke LLP.

TPG is represented by Paul M. O'Connor, III, Esq., and Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New
York, NY.  APAX is represented by Robert S. Fischler, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY.
TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo,
Esq., at Latham & Watkins LLP of Los Angeles, CA.  Nikesh Aurora
is represented by William F. Gray, Jr., Esq., and Alison D. Bauer,
Esq., at Torys LLP of New York, NY and Michael A. Sherman, Esq.,
at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA.


HUNTER DEFENSE: S&P Puts 'CCC' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on U.S.-based defense contractor Hunter Defense Technologies Inc.,
including the 'CCC' corporate credit rating, on CreditWatch with
positive implications.

"The CreditWatch placement reflects our increased confidence that
Hunter will successfully complete the proposed refinancing, thus
improving its liquidity profile," said Standard & Poor's credit
analyst Chris Mooney.  The company plans to use the proceeds from
the new debt, along with cash on hand and additional equity from
its private-equity sponsor, Metalmark Capital LLC, to repay
existing debt that is scheduled to mature August 2014 and Feb.
2015.

The corporate credit rating on Hunter is constrained by S&P's
assessment of the company's liquidity profile as "weak," which
reflects the company's upcoming debt maturities, which are all due
in less than a year, and its very tight covenant compliance.

S&P will monitor the company's progress on the planned
refinancing.  If Hunter is able to successfully extend its
maturity profile and loosen its financial covenants, prompting S&P
to revise its liquidity assessment to "less than adequate" or
"adequate" from "weak," S&P will likely raise the corporate credit
rating--potentially by more than one notch.  S&P will then
withdraw all of its ratings on the company at its request.


IBAHN CORP: Seeks Extension of Plan Filing Date
-----------------------------------------------
iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend through and including Oct. 1, 2014,
the period by which they have exclusive right to file a plan of
reorganization and through and including Nov. 30 the period by
which they have exclusive right to obtain acceptances of that
plan.  The Debtors said that during the extended exclusive period,
they can evaluate their options for moving forward in their
Chapter 11 cases.

The Debtors separately ask the Bankruptcy Court to extend until
Oct. 1 the period set forth in Rule 9027 of the Federal Rules of
Bankruptcy Procedure during which the Debtors may seek to remove
actions to federal court.  The Debtors also ask the Court to
extend the time by which they may file notices of removal with
respect to civil actions initiated after the Petition Date to the
later of (i) Oct. 1, and (ii) the time period specified by Rule
9027(a)(3)(A) and (B)

A hearing on the Debtors' extension requests is set for Aug. 14,
at 9:30 a.m. (prevailing Eastern Time).  Objections are due
July 17.

                           About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel.  The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent.  Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.


IDENTIVE GROUP: Posts $5.17-Mil. Net Loss for March 31 Quarter
--------------------------------------------------------------
Identive Group, Inc., reported a net loss of $5.17 million on
$17.16 million of net revenue for the three months ended March 31,
2014, compared with a net loss of $4.96 million on $15.95 million
of net revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $63.84
million in total assets, $40.44 million in total liabilities, and
stockholders' equity of $23.4 million.

The Company has historically incurred operating losses and
negative cash flows from operating activities, and expects to
continue to incur losses for the foreseeable future.  As of March
31, 2014, the Company had a total accumulated deficit of $326
million.  The loss for the period included a gain from
discontinued operations of $0.5 million.  The Company expects to
use a significant amount of cash in its operations over the next
twelve months for its operating activities and servicing of
financial liabilities, including increased investment in marketing
and sales capabilities to drive revenue growth, and continued
investment in the Company's cloud-based services, physical access
control solutions, smart card reader products and RFID and NFC
products.  These factors, among others, including the ongoing
effects of the U.S. Government sequester and related budget
uncertainty on certain parts of the Company's business, have
raised substantial doubt about its ability to continue as a going
concern, according to the regulatory filing.

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

                       http://is.gd/sAhQ2w

Santa Ana, California-based Identive Group, Inc., provides
products and solutions used for identity management, cyber access
control and near field communication and radio frequency
identification-enabled applications by governments, enterprises,
consumers, and customers in the healthcare and education sectors.


INFRAX SYSTEMS: Has $513K Net Loss in March 31 Quarter
------------------------------------------------------
Infrax Systems, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $513,024 on $27,550 of revenues for the
three months ended March 31, 2014, compared with a net loss of
$578,613 on $41,761 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.32
million in total assets, $3.16 million in total liabilities, and a
stockholders' deficit of $843,987.

As of March 31, 2014, the Company has a working capital deficit
and has incurred a loss from operations and recurring losses since
its inception resulting in a significant accumulated deficit.  As
of March 31, 2014, the Company had negative working capital of
approximately $2.3 million and $373 in cash with which to satisfy
any future cash requirements.  These conditions raise 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 at:

                       http://is.gd/9rHwgC

St. Petersburg, Fla.-based Infrax Systems, Inc., engages in the
design, development, systems integration, and manufacture of
turnkey secure solutions for the utility industry.


IPARADIGMS HOLDINGS: Moody's Rates 2nd Lien Sr. Secured Loan Caa2
-----------------------------------------------------------------
Moody's Investors Service announced new debt ratings for
iParadigms Holdings, LLC.  The Corporate Family rating ("CFR") is
B3, the Probability of Default rating ("PDR") is B3-PD, the
proposed senior secured first-lien revolving credit facility
expiring in 2019 and proposed senior secured first-lien term loan
due 2021 are rated B1, and the proposed senior secured second-lien
term loan due 2022 is Caa2. The ratings outlook is stable.

The proceeds of the rated debt will be used along with equity from
Insight Venture Partners and GIC (the "sponsors") to acquire
iParadigms, pay existing debt, and pay related fees and expenses.

Ratings Rationale

The B3 CFR primarily reflects iParadigms' very small, sub-$75
million revenue base and its narrow operating scope, as well as
the high financial leverage borne by the company as a result of
its acquisition, at a steep multiple, by private equity owners.
Risks posed by scale and leverage are somewhat offset by strong
operating margins, a highly recurring, subscription-based revenue
model, and iParadigms' market-leading niche in a narrow, albeit
growing sliver of the educational software market.

While the accounting treatment of cash versus accrued revenues for
software companies (which receive large, upfront payments from
subscription sales) allows for large discrepancies in calculating
sales and profits, even by favorable, "cash"-based measures
iParadigms' opening debt-to-EBITDA leverage is no less than 8.6
times. However, the expected continued strong, double-digit top
line growth on iParadigms' high-margin operations should allow for
fairly rapid deleveraging -- barring, that is, aggressive
financial policies by the sponsors, whose 57% equity contribution
may impel them to extract dividends sooner rather than later. We
note that the sponsors are paying a multiple of cash EBITDA of
roughly 18 times to acquire iParadigms.

Although small, the company's revenue is predictable due to
subscription-based contracts that are paid in advance, and a
customer retention rate that is greater than 95%. iParadigms is
well known in North America for its plagiarism prevention and
grading solution, Turnitin, which is used by more than 22 million
high school and college students and nearly two million
instructors, and which represents about 90% iParadigms' total
revenues. Moody's views the company's liquidity as adequate, given
our expectations for minimal free cash flow generated in 2014,
supplemented by about $10 million balance sheet cash and an
undrawn, $16 million revolver.

The stable ratings outlook reflects Moody's expectation for about
15% revenue growth this year and next, steady cash EBITDA margins
of about 45%, and close to $20 million of free cash flow next
year. The ratings could be lowered if customer retention declines,
anticipated revenue growth slows, or EBITDA margins decline --
reflective, perhaps, of the emergence of a formidable competing
technology -- resulting in Moody's coming to expect diminished
liquidity. The ratings could be raised if the size and scope of
the business expand while profit margins and customer retention
rates remain high, leading Moody's to expect debt-to-EBITDA to be
sustained below 6.0 times while the company continues to generate
better than $20 million in annual free cash flow.

Assignments:

Issuer: iParadigms Holdings LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Revolving Credit Facility due 2019, Assigned B1
(LGD3)

Senior Secured 1st Lien Term Loan due 2021, Assigned B1 (LGD3)

Senior Secured 2nd Lien Term Loan due 2022, Assigned Caa2 (LGD5)

Outlook, Assigned Stable

The principal methodology used in this rating was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

iParadigms, LLC, controlled by Insight Venture Partners and GIC,
is a market-leading developer and provider of educational software
for plagiarism prevention and online grading serving secondary and
higher education institutions. With Moody's-estimated 2014 revenue
of $62 million, iParadigms hosts a suite of proprietary
applications and provides customers access to its software over
the Internet generally in return for an annual, prepaid
subscription.


IPARADIGMS HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Oakland, Calif.-based iParadigms Holdings LLC.
The outlook is stable.

In addition, S&P assigned a 'B-' issue-level rating with a
recovery rating of '3' to the company's proposed $16 million
revolving credit facility due 2019 and $225 million first-lien
term loan due 2021.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default.

At the same time, S&P assigned a 'CCC' issue-level rating with a
'6' recovery rating to the proposed $115 million second-lien term
loan due 2022.  The '6' recovery rating indicates negligible (0%
to 10%) recovery of principal in the event of payment default.

"Our ratings on iParadigms reflect its 'highly leveraged'
financial risk profile with leverage that we expect to be around
11x at fiscal 2014 year-end and its 'weak' business risk profile
based on the company's small operating scale and niche focus in
the highly fragmented and competitive overall educational
technology industry," said Standard & Poor's credit analyst Jacob
Schlanger.

S&P expects the company to generate positive free operating cash
flow while improving EBITDA margins due to scale benefits.

The stable outlook reflects S&P's expectation that iParadigms will
continue to generate high recurring revenue and achieve high
customer renewal rates, while improving EBITDA margins based on
incremental revenue growth from price increases and winning new
clients.  However, S&P still expects leverage to remain above the
mid-8x area over the next 12 months.

S&P views an upgrade as unlikely over the next 12 months given
iParadigms' niche market focus and high debt leverage and its
expectation that a material debt leverage reduction to the 6x area
within that period is not likely.

S&P could lower the rating on iParadigms if its operating
profitability deteriorates materially due to revenue and EBITDA
decline from competition or retention issues such that S&P do not
expect the company to generate positive FOCF over the next 12
months and or meet its liquidity needs.


JAMES RIVER: Has $224-Mil. in Assets, $886-Mil. in Debts
--------------------------------------------------------
James River Coal Company filed its schedules of assets and
liabilities with the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, disclosing $224,968,587
in assets and $886,184,211 in liabilities.

The Debtor's assets consisted of deposits in checking, savings and
other financial accounts, security deposits with public utilities,
stocks and interests in incorporated businesses, accounts
receivables, net income tax receivable, office furniture and
fixtures, and other personal property such as prepaid insurance.
The Debtors' liabilities consisted of $64,731,988 held by secured
creditors and $821,452,223 held by unsecured nonpriority
creditors.

Pending before U.S. Bankruptcy Judge Kevin R. Huennekens is the
Debtors' request for the Court to establish Sept. 22, 2014, as the
deadline for persons or entitities, other than governmental units,
to file a proof of claim in respect of a prepetition claim,
including prepetition secured claims or priority claims against
any of the Debtors.  The Debtors propose that governmental units
be given until Oct. 6 to file proofs of claim in respect of
prepetition claims against any of the Debtors.

Any person or entity whose claim is listed on the Schedules;
provided that (i) the claim is not scheduled as ?disputed,?
?contingent? or ?unliquidated,? (ii) the claimant agrees with the
amount, nature and priority of the claim as set forth in the
Schedules and (iii) the claimant agrees that the claim is an
obligation of the specific Debtor against which the claim is
listed on the Schedules, is not required to file a proof of claim
on or prior to the applicable Bar Date.

Full-text copies of the Schedules are available for free
at http://bankrupt.com/misc/JAMESRIVERsal0620.pdf

A June 30 report by Bill Rochelle, the bankruptcy columnist for
Bloomberg News, James River's $47.3 million in 4.5 percent senior
unsecured convertible notes due 2015 last traded on June 23 for 2
cents on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The $270
million in 7.875 percent senior unsecured notes due 2019 traded at
11:14 a.m. on June 27 for 12.75 cents on the dollar, up from a low
of 8.625 cents on May 15, the Bloomberg report said, citing Trace.

                         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.


K. LAURENMARTIN: Files for Chapter 7 in Florida
-----------------------------------------------
K. Laurenmartin Enterprises Inc., doing business as Planet Beach,
3152 Floral Way East, Apopka, filed a Chapter 7 petition (Bankr.
M.D. Fla. Case No. 14-05016) on April 30, 2014.  The Debtor
disclosed no assets and $1.7 million in liabilities.  Major
creditors are:

   -- Regional Asset Servicing Corporation, The Villages with
      $1.1 million;

   -- Small Business Administration, c/o Pioneer Credit
      Recovery, Arcade, N.Y., with $517,041;

   -- Apex Development Corp., care of Michael R. LeMaire, Esq.,
      Fort Lauderdale, with $82,215.


KAISER ALUMINUM: Moody's Affirms 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Kaiser
Aluminum Corporation to positive from stable. At the same time,
Moody's affirmed the Ba3 corporate family rating, the Ba3-PD
probability of default rating and the Ba3 senior unsecured rating.
The speculative grade liquidity rating remains unchanged at SGL-1.

The change in Kaiser's outlook acknowledges the company's ability
to maintain solid metrics notwithstanding price pressure in some
of its key business areas as a result of excess inventory in the
aerospace supply chain. The change also reflects the fact that the
company has completed its major strategic investments,
particularly at its Trentwood facility in Washington to expand its
heat treated plate capacity to serve the aerospace industry. With
the ramp-up currently in process for the company's casting complex
and heat treated expansion at Trentwood, Kaiser's performance over
the balance of 2014 and in 2015 is expected to reflect the
benefits from these strategic investments. In addition to the
capacity expansion in a key market, these investments are expected
to be reflected in improved productivity and operating efficiency.
The outlook change also considers the company's ability to
maintain a conservative capital structure and leverage profile
that helps it to accommodate the volatility in the aluminum
markets and economic cycles in its key end user markets:
aerospace, general industry, which continues in a recovery mode,
and automotive extrusions.

Issuer: Kaiser Aluminum Corporation

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Kaiser Aluminum Corporation

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Affirmed
Ba3 (LGD4)

Ratings Rationale

The Ba3 corporate family rating (CFR) reflects Kaiser's moderate
leverage as measured by its debt/EBITDA ratio (2.3x for the twelve
months ended March 31, 2014) the strong market presence of its
semi-fabricated aluminum mill products in the currently favorable
commercial aerospace and automotive sectors, limited exposure to
base metal price volatility, long standing relationships with its
biggest customers, and Moody's expectations for a continued strong
liquidity profile. Approximately 70% of Kaiser's value added
revenues (net sales less the hedged cost of aluminum) are derived
from its aerospace and automotive market segments (approximately
60% aerospace), which continue to enjoy good fundamentals. The
current solid outlook for these two industries is expected to
support performance in 2014 and beyond despite continued
competitive conditions in the aluminum plate market, which are
expected to clear in 2014 and the ongoing slow recovery in the
general engineering segment due to the slow improvement in
industrial manufacturing in the US. The company's liquidity
position, evidenced by $290 million in cash at March 31, 2014 and
a $300 million asset based revolving credit facility ($7 million
in letter of credit usage, $256 million available at March 31,
2014 based upon receivable and inventory positions) provide
further support to the rating.

At the same time, the Ba3 CFR also recognizes Kaiser's modest size
(with roughly $1.3 billion in revenues and $732 million in value
added revenues for the twelve months through March 31, 2014 --
essentially flat with 2013 performance); customer concentration;
reliance on the cyclical aerospace and light automotive segments;
the inherent risk associated with its acquisition focused growth
strategy, and the potential for a negative financial impact from
the conditional cash conversion features of its convertible notes,
although this has been limited due to the company's purchase of
call options and sale of net-share --settled warrants.

The Ba3 rating of the senior unsecured notes, which are guaranteed
on a senior unsecured basis by each guarantor of the asset based
revolver, reflects the moderate level of secured debt and priority
payables ahead of the notes as well as their structurally senior
position to Kaiser's $175 million convertible notes, which are not
guaranteed by its subsidiaries.

The rating could be favorably impacted should the company be able
to sustain an adjusted leverage ratio of no more than 2.5x,
EBIT/interest of at least 4x and (CFO-dividends)/debt greater than
35%. Kaiser's ratings could be lowered if metrics deteriorate
sustainably (specifically, if debt to EBITDA increases to greater
than 3.5x and EBIT to interest falls below 3x), if aerospace or
auto sector fundamentals turn negative from any shock to the
global economy, if the company makes acquisitions at aggressive
multiples, or if available liquidity (measured as cash plus
revolver availability) drops below $150 million for more than two
quarters.

Kaiser Aluminum Corporation, based in Foothill Ranch, California,
currently operates 12 fabricating facilities throughout North
America (11 in the US, and 1 in Canada). Kaiser produces value-
added-sheet, plate, extrusions, rod, bar, and tube primarily for
aerospace, automotive, and general engineering market segments.
For the twelve months ended March 31, 2014, the company generated
revenues of $1.3 billion of which value-added-revenues were $732
million, relatively flat with fiscal 2013 performance.

The principal methodology used in this rating was the Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


KEMPER CORP: A.M. Best Affirms 'bb' on Preferred Stock Rating
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
A- (Excellent) and issuer credit ratings (ICR) of "a-" of the
property/casualty subsidiaries and affiliated insurance companies
(Kemper Property and Casualty Group) (Kemper P&C) of Kemper
Corporation (Kemper Corp.) [NYSE: KMPR].  A.M. Best also has
affirmed the FSRs of A- (Excellent) and ICRs of "a-" of Kemper
Corp.'s life/health subsidiaries, collectively referred to as
Kemper Life & Health Group (Kemper L&H) and the separately rated
Reserve National Insurance Company (Reserve National) (Oklahoma
City, OK).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" and senior
debt ratings of "bbb-" on $250 million 6.0% unsecured senior notes
due 2015, $360 million 6.0% unsecured senior notes due 2017 and
"bb+" on $150 million 7.375% subordinated debt due 2054 of Kemper
Corp.  In addition, A.M. Best has affirmed the indicative ratings
of "bbb-" on senior unsecured debt, "bb+" on subordinated debt and
"bb" on preferred stock in the automatic shelf of Kemper Corp.
The outlook for all ratings is stable, with the exception of the
outlook of Reserve National's ratings, which was revised to stable
from negative.  All companies are headquartered in Chicago, IL,
unless otherwise specified.

The affirmation of the ratings for Kemper P&C, led by Trinity
Universal Insurance Company (Trinity) (Dallas, TX), is reflective
of its solid risk-adjusted capitalization and balance sheet
liquidity, generally profitable earnings, diverse business profile
and the continual actions being taken to improve earnings, reduce
exposure to catastrophic loss and manage risks.  These actions
include increasing rates, enhancing risk selection, reducing
exposure in catastrophe-prone areas, discontinuing its Direct to
Consumer business segment and further developing a formal
enterprise risk management program.  Kemper P&C, which ranked 52nd
in the United States based on 2013 direct premiums written,
maintains a diverse business profile with a strong market
presence, good geographic spread of risk, multi-channel
distribution and long-standing agency relationships.  Trinity
reinsures the other members through a 100% net quota share
reinsurance agreement.

Partially offsetting these positive rating factors is Kemper P&C's
underwriting variability and negative operating cash flows in most
of the past five years.  In addition, underwriting leverage
remains above average when compared with the private passenger
automobile and homeowner composite.  Kemper P&C continues to face
challenges by strong competitive market pricing in its main
private passenger auto lines of business, potential catastrophic
losses from increased severity of weather events and continuation
of low interest rates and equity market volatility, which is
putting pressure on investment returns.  However, following
underwriting deterioration between 2011 and 2012, Kemper P&C was
able to improve capitalization from favorable operating earnings
in 2013.

Kemper P&C's outlook may be revised to negative or its ratings
downgraded if capitalization weakens or operating performance does
not show sustained improvement.  The outlook on the ratings may be
revised to positive and upward movement in the ratings may occur
if there is a favorable earnings trend that leads to capital
preservation without excessive growth.

The affirmation of the ratings for Kemper L&H recognize its
important role within the Kemper organization, its strong niche
presence in the home service life insurance market, as well as its
well-established employee agency field force and strong operating
performance.  The life/health subsidiaries are among the market
leaders in the mature home service life insurance segment,
predominantly marketing low face amount permanent and term life
policies.  Kemper L&H's consolidated risk-adjusted capitalization
is enhanced by its strong profitability, which historically has
offset large dividend payments made to Kemper Corp.  Furthermore,
A.M. Best notes Kemper L&H's stable liability structure relative
to its life/annuity peers is facilitated by the sale of
straightforward, lower risk product offerings through career
agents.

Partially offsetting these strengths is A.M. Best's belief that
Kemper L&H may be challenged to meaningfully grow its businesses
given the limited growth potential in the mature home service
market.  A.M. Best also notes the continued high concentration of
real estate and Schedule BA assets -- limited liability investment
companies and limited partnerships -- relative to total capital
that remain above industry averages; however, the real estate is
unlevered.

Positive rating movement is unlikely in the near term. Downward
rating actions may occur on Kemper L&H's ratings if there is a
decline in capital, downward earnings trend, significant dividends
to its parent, or a negative rating action on Kemper P&C.
Additionally, downward pressure could occur if there is a change
in Kemper Corp.'s willingness or ability to provide financial
support.

In affirming the ratings of Reserve National, A.M. Best notes its
generally increasing net premium trends, favorable operating
performance and adequate stand-alone risk-adjusted capitalization.
A.M. Best has revised the outlook of Reserve National to stable
from negative, due to the overall replacement of revenue from
hospitalization products that are subject to the challenges of the
Affordable Care Act (ACA), with life products and other
supplemental health products that are not subject to ACA
requirements.  Additionally, Reserve National has demonstrated
strong risk-adjusted capital and consistent profitability on a
statutory and GAAP basis, despite being challenged by life new
business surplus strain.


KISMET: Obtains Affirmance in Post-Petition Transfer Appeals
------------------------------------------------------------
Cooley LLP on July 8 disclosed that it successfully represented
Kismet Acquisition, LLC, in obtaining affirmance in several
related appeals before the Ninth Circuit Court of Appeals in a
case that has spanned more than ten years.  The appeals concerned
a judgment in Kismet's favor issued by the United States
Bankruptcy Court for the Southern District of California, avoiding
and recovering the debtors' post-petition transfer of an interest
in coastal real estate located in Jalisco, Mexico, as well as the
related contempt sanctions awarded against the defendants as a
result of their failure to comply with the judgment.

The Ninth Circuit's affirmance of the judgment avoiding and
recovering the post-petition transfer as fraudulent establishes
the broad extraterritorial reach of a bankruptcy court over an
estate and upholds a bankruptcy court's exclusive jurisdiction
over core proceedings.  In addition, the Ninth Circuit's finding
that the defendants had waived any objection they might have had
under Stern v. Marshall to the bankruptcy court's judgment under
Article III of the Constitution is one of the first circuit court
applications of the U.S. Supreme Court's ruling in Exec. Benefits
Ins. Agency v. Arkison concerning the breadth of the bankruptcy
court's power to hear and decide avoidance actions.

The Ninth Circuit also affirmed the District Court's order
affirming in part the Bankruptcy Court's award of contempt
sanctions against defendants for having created impediments in
Mexico to try to evade the bankruptcy court's judgment to transfer
the Mexican property to Kismet.  This decision establishes the
broad power of a bankruptcy court to award significant monetary
sanctions where it is necessary to obtain compliance with a
judgment.  It also upholds the bankruptcy court's power to require
that specific acts be taken even if that act must on foreign soil.
The Ninth Circuit also upheld the abrogation of the defendants'
attorney-client privilege under the crime-fraud exception,
establishing very broad and important limitations on the
availability of the attorney-client privilege to a contemnor in
any contempt proceeding.

The Cooley team representing Kismet was led by partner Ali M.M.
Mojdehi and included associate Janet Dean Gertz.

                         About Cooley LLP

Cooley's attorneys solve legal issues for entrepreneurs,
investors, financial institutions and established companies.
Clients partner with Cooley on transformative deals, complex IP
and regulatory matters, and bet-the-company litigation, often
where innovation meets the law.

Cooley has more than 750 lawyers across 11 offices in the United
States and China.


LABORATORY PARTNERS: Files First Amended Ch. 11 Plan
----------------------------------------------------
Laboratory Partners, Inc., et al., on July 8, filed with the U.S.
Bankruptcy Court for the District of Delaware a first amended
joint Chapter 11 plan to provide that the transfer of all of the
reorganized Debtors' remaining assets will also include any of the
reorganized Debtors' rights to receive any remaining payments from
the Medicare Program.  Unless a Medicare Enrollment Agreement is
specifically listed on a rejection schedule, all Medicare
Enrollment Agreements will be assumed on the Effective Date.

A blacklined version of the First Amended Plan is available
at http://is.gd/v5juyf

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtors won?t face major opposition to approval
of their liquidating plan as the U.S. Trustee and the U.S.
Department of Health and Human Services were the only parties who
lodged formal objections by the objection deadline.  Mr. Rochelle
said the U.S. Trustee complained that the list of parties
receiving immunity from lawsuits under the plan is ?far too broad?
and should be limited to only those who served as estate
fiduciaries.  HHS, meanwhile, the objection primarily to ensure
the company complies with Medicare law and regulations, Mr.
Rochelle said.

                   About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq.,
Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols,
Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T.
Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq.,
at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY.  BMC
Group Inc. serves as claims and administrative agent.  Duff &
Phelps Securities LLC serves as the Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

                           *     *     *

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.

In June 2014, the Debtors won Court approval to sell its long-term
care division to Amerathon LLC for a $5.5 million credit bid.
Amerathon is a joint venture between American Health Associates,
Inc., and the Debtor's prepetition senior secured lender.

The U.S. Bankruptcy Court has approved the disclosure statement
explaining Laboratory Partners, Inc.'s Chapter 11 plan and
scheduled a July 9, 2014, confirmation hearing.  The Plan provides
that only the prepetition lender holding secured claims is
entitled to vote.  The rest of the creditors, including general
unsecured creditors, are unimpaired, will receive nothing under
the Plan, and are not entitled to vote.


LIGHT TOWER: Moody's Assigns B2 Rating on $300MM Secured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a first time rating of B2 to
Light Tower Rentals, Inc.'s (LTR) proposed offering of $300
million senior secured notes. Moody's also assigned a B2 Corporate
Family Rating (CFR), a SGL-3 Speculative Grade Liquidity Rating
and a stable outlook. Notes proceeds will be used to repay amounts
currently outstanding under the existing credit facility and to
pay a special shareholder distribution.

"The proceeds from this new issue will refinance the existing debt
while also returning a significant amount of capital to
shareholders," commented Michael Sabella, Moody's Analyst. "While
the transaction is leveraging, pro forma leverage statistics will
be comparable to other B-rated oilfield service providers and
equipment rental companies and we expect that minimal additional
debt will be needed to fund future organic growth."

Ratings Assigned:

Light Tower Rentals, Inc.

Corporate Family Rating assigned at B2

Probability of Default Rating assigned at B2-PD

Senior Secured Note Rating assigned at B2 (LGD4-53%)

Speculative Grade Liquidity Rating assigned at SGL-3

Outlook stable

Ratings Rationale

The B2 CFR reflects LTR's small size and scale within the broader
oilfield services industry, the highly cyclical and competitive
nature of onshore services demand, and low barriers to entry due
to the un-contracted nature of rental revenues combined with the
relatively low-technology product offering. The rating also
considers the company's private ownership by a combination of
management and private equity investors as well as the increased
leverage from this debt offering which dividends substantially all
book equity of the company. The rating is supported by the
company's market-leading position in oilfield focused specialty
equipment rental market and the deep customer relationships
developed by management.

The rating also acknowledges that while the products represent a
minimal proportion of the total well cost, they play a critical
component of well-site operations. Further supporting the rating
is the company's geographic diversity in the most active
hydrocarbon regions in the US, product diversity, and pro forma
leverage which, while increased from previous levels, remains
lower than single-B levels for oilfield service providers. Pro
forma for the notes offering and dividend to shareholders, LTR
will have a debt/EBITDA of around 3.3x as of March 31, 2014.
However, Moody's believes that EBITDA could grow to in excess of
$100 million for 2014 with leverage falling to around 3x by the
end of 2014.

LTR is owned 50% by management and 50% by a group of investors led
by private-equity sponsor Clairvest Group Inc. The company is a
diversified well-site specialty surface equipment rental and
services provider which generates revenue through the rental of
products (power generators, light towers, fluid handling, trailers
and heaters) for use at oil and natural gas well-sites. Roughly
70% of revenues are generated in the more volatile drilling and
completion phase of the well life, with the remaining 30% is
generated in the more stable and less cyclical production phase.
Geographically, operations are well diversified across the major
onshore US energy plays, with the largest exposure in the Permian
Basin of West Texas and New Mexico.

LTR should have adequate liquidity through mid-2015, supporting
its SGL-3 Speculative Grade Liquidity Rating. The $300 million
senior secured note offering will be used to repay $107 million
outstanding on an existing credit facility, with this facility
simultaneously terminated. In addition, proceeds will fund the
payment of a special shareholder distribution of $193 million. Pro
forma for the transaction, LTR will have $8 million outstanding on
a new $30 million secured borrowing base ABL facility. LTR has
substantial control over its capital budget, and we believe cash
flow should sufficiently fund capital spending without significant
additional ABL borrowings. Should ABL facility availability fall
below $4 million, the facility includes a fixed charge coverage
requirement of 1.1x, and we do not expect borrowing levels to test
the covenant over the next year. Given that both the ABL and
senior notes are secured, Moody's believes asset sales would have
a limited ability to raise cash for liquidity.

The outlook is stable. If EBITDA increases above $200 million
while maintaining Debt/EBITDA below 3x, LTR could be considered
for an upgrade. The ratings could be downgraded if cash flow
suffers as a result of operational issues or additional
distributions such that EBIT/Interest falls below 2x or
Debt/EBITDA increases above 4x.

The B2 rating on the senior secured notes reflects the first-lien
interest in substantially all assets of LTR, subject to a $30
million carve-out for the ABL facility. The ABL facility carries a
priority first-lien on the company's accounts receivable and
deposit accounts. The relatively small size of the ABL claim in
relation to LTR's senior secured notes results in the notes being
rated the same as the B2 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology 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.

Light Tower Rentals, Inc. is specialty equipment rental and
services company headquartered in Odessa, Texas.


LIGHTSQUARED INC: Judge Says Ergen Didn't Mediate in Good Faith
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Robert Drain, who presides over
a court-ordered mediation in the Chapter 11 case of LightSquared
Inc., said that Charles Ergen and his company SP Special
Opportunities, LLC, a secured creditor of the communications
system developer, "have not participated in the mediation in good
faith and have wasted the parties' and the mediator's time."

According to Bloomberg, Judge Drain said in his report that Ergen
left the June 23 mediation session "without my permission,"
although Ergen's attorney remained.  Judge Drain reported in a
court filing on June 23 that the parties aside for Ergen agreed on
"key business terms" of a plan which Judge Drain believes can be
confirmed, or approved by the parties and Chapman, without support
from Ergen, the report related.

                     About LightSquared Inc.

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

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

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

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


LIVINGVENTURES INC: Reports $379K Net Loss in Q1 Ended March 31
---------------------------------------------------------------
LivingVentures Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $379,814 on $262,015 of revenue for the
three months ended March 31, 2014, compared with a net loss of
$465,225 on $194,869 of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$1.75 million in total assets, $2.01 in total liabilities, and a
stockholders' deficit of $257,023.

The Company sustained an accumulated net loss of $4.98 million for
the period from Dec. 17, 1999 (inception) to March 31, 2014.  This
raises substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/R0cIFL

LivingVentures is a proven leader in the Management of Senior
Living Communities and is focused on providing Management and
Related Services to owners of Assisted Living (AL) and Memory Care
(MC) Facilities.  LivingVentures is able to acquire and develop
its own facilities and enter into Master Lease Agreements with
Financial Partners.


LTR HOLDCO: S&P Assigns 'B' CCR & Rates $300MM Sr. Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Odessa, Texas-based LTR Holdco Inc.
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating (same as the
corporate credit rating) to the company's proposed $300 million
senior secured notes due 2019.  The recovery rating is '3',
indicating our expectation of meaningful (50% to 70%) recovery if
a payment default occurs.  The notes will be issued by Light Tower
Rentals Inc.  LTR Holdco will guarantee the proposed notes issue.
S&P expects that the company will use proceeds from the proposed
notes to pay a $193 million special distribution to its owners and
to repay about $107 million of existing debt.

The ratings on specialty equipment rental and services company LTR
Holdco reflect S&P's assessment of the company's "vulnerable"
business risk profile, "aggressive" financial risk profile, and
"adequate" liquidity.  These in turn include LTR's limited scale
of operations and product diversity and the potential volatility
of cash flows due to its reliance on the cyclical capital spending
levels of the exploration and production (E&P) industry.

"Ratings benefit from the company's good profitability and its
flexibility to cut back on capital spending during a downturn,"
said Standard & Poor's credit analyst Stephen Scovotti.

LTR is a specialty equipment rental and services company that
focuses on the oil and gas sector.  Equipment rentals represent
about two-thirds of revenue, with services representing the
balance.  The company's main product lines include power
generation, light towers, fluid handling, trailers, and heaters.

The stable outlook reflects our expectation that the oilfield
service industry will remain robust over the next 12 months.  S&P
expects LTR's debt leverage to remain between 2.5x and 3x over the
next 12 months.  S&P also expects the company to maintain FFO to
debt of about 25% over the next 12 months.


MEDISWIPE INC: Incurs $235K Net Loss in Q1 Ended March 31
---------------------------------------------------------
MediSwipe, Inc., reported a net loss of $235,601 on $19,520 of
total revenue for the three months ended March 31, 2014, compared
with a net loss of $248,688 on $49,818 of total revenue for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.93
million in total assets, $1.85 million in total liabilities, and
stockholders' equity of $74,030.

As of March 31, 2014, the Company had an accumulated deficit of
$9.55 million and working capital of $72,306.  These conditions
raise 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 filed with the U.S. Securities and
Exchange Commission is available for free at http://is.gd/z3UgVk

MediSwipe Inc. is a fully reporting company trading on the OTCQX
under the Stock Symbol (MWIP).  The Company is a noted leader in
compassionate care and provides innovative, turnkey solutions for
medicinal and canna-businesses located within regulated
jurisdictions across the Unites states.  MeiSwipe was a pioneer
within the industry and the first public entity to offer
electronically processing transactions within the medicinal
marijuana sector.


MERCANTILE BANCORP: Plan Effective Date Occurred on June 30
-----------------------------------------------------------
All conditions to the occurrence of the effective date set forth
in Mercantile Bancorp, Inc.'s Second Amended Plan of Liquidation
and the confirmation order were satisfied or waived and the
effective date of the Plan occurred on June 30, 2014.

As reported by the Troubled Company Reporter on June 30, 2014, the
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on June 26, 2014, issued his findings of fact,
conclusions of law and order confirming Mercantile Bancorp, Inc.'s
Second Amended Plan of Liquidation, a full-text copy of which is
available for free at http://is.gd/Jz2wx0

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.

In October 2013, the Bankruptcy Court authorized Mercantile
Bancorp, Inc.'s sale of its shares in Mercantile Bank and the
related trademark for Mercantile Bank's "M" Logo.  Mercantile
Bancorp entered into a stalking horse purchase agreement with
United Community Bancorp Inc., under which the Purchaser will pay
$22,277,000, less all amounts due and owing by the Bank to the
Federal Deposit Insurance Corporation and all broker's fees.


MERITAS SCHOOLS: S&P Assigns 'CCC+' Rating on $80MM 2nd Lien Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Meritas Schools
Holdings LLC's proposed $80 million senior secured second-lien
term loan an issue-level rating of 'CCC+', with a recovery rating
of '5', indicating S&P's expectation for modest (10%-30%) recovery
for lenders in the event of default.

The proposed loan and simultaneous amendment of the company's
existing first-lien senior secured credit agreement, which allows
for the addition of the proposed second-lien term loan, will not
affect S&P's existing corporate credit or issue-level rating on
the company.  Meritas announced that it will use funds from the
proposed second-lien term loan, along with cash on hand, to repay
approximately $33 million of the existing first-lien term loan,
fund a distribution to shareholders, prefund capital expenditures,
and fund Leman Manhattan Preparatory School (an operating
subsidiary which sits outside of the credit group).Leman Manhattan
is still being operated at a loss but is transitioning to being a
cash flow contributor.

Although the proposed term loan will increase pro forma lease-
adjusted leveraged at fiscal year ended June 30, 2014, to roughly
8.4x from about 7.5x, S&P expects the company to generate modest
discretionary cash flow in fiscal 2015.  S&P also expects that
liquidity will remain adequate and the cushion of covenant
compliance will remain above 15% over the intermediate term.

Recovery Analysis

Key analytical factors

   -- Standard & Poor's Ratings Services is updating its recovery
      analysis on Meritas Schools Holdings LLC to assign recovery
      and issue-level ratings to the proposed $80 million second-
      lien term loan.

   -- $75 million in proceeds, along with cash on balance sheet,
      will be used to pay a dividend and fund Lehman Manhattan (an
      unrestricted, non-guarantor subsidiary of the borrower).  In
      addition proceeds will be used to pay down a portion of the
      first-lien term loan (about $33 million) and pre-fund
      capital expenditures (about $24 million).

   -- Recovery ratings remain unchanged on the existing debt.

   -- S&P's simulated default scenario assumes that lower
      enrollment (from competition such as charter schools) and
      school utilization (including potential school closures),
      combined with business execution missteps, result in a
      payment default.  Financial strain from debt-financed
      dividends/and or distributions outside the credit group
      would further contribute to the default scenario.

   -- S&P has valued the company as a going concern, using a 5x
      emergence multiple, reflecting its view of the company's
      position relative to rated peers, as well as S&P's view that
      recovery value could diminish in a distressed scenario, as
      there could be student attrition as a result of curriculum
      cuts, faculty reductions, and reputational impairment.

Simulated default and valuation assumptions

   -- Simulated year of default: 2016

   -- EBITDA at Emergence: $30 million

   -- EBITDA Multiple: 5x

   -- The revolver is fully drawn in our simulated year of
      default.

   -- No specific value potentially available to creditors from
      real property sales.  S&P do not reduce the valuation for
      the approximate $51 million sale-lease back obligations at
      College du Leman in Geneva, which S&P assumes is unimpaired
      in its simulated bankruptcy.

   -- Foreign subsidiaries do not guarantee the company's secured
      debt.

   -- Therefore, any debt and other liabilities (including
      operating lease liabilities and trade payables) of foreign
      subsidiaries could be effectively senior to the claims of
      secured lenders with respect to foreign assets.

Simplified waterfall

   -- Net EV (after 7% admin. costs): $140 million
   -- Secured first-lien debt: $216 million
   -- Recovery expectations: 50% to 70%
   -- Secured second-lien debt: $85 million
   -- Recovery expectations: 10% to 30%

Notes: All debt amounts include six months of prepetition
interest.

RATINGS LIST

Meritas Schools Holdings LLC
Corporate Credit Rating            B-/Stable/--

New Rating

Meritas Schools Holdings LLC
Senior Secured
  $80M second-lien term loan        CCC+
   Recovery Rating                  5


MF GLOBAL: Gardiner Koch Sued Over Trading Firm Manager's Ouster
----------------------------------------------------------------
Law360 reported that the former managing member of 3Red Trading
LLC sued Gardiner Koch Weisberg & Wrona in Illinois court,
alleging the Chicago law firm botched a settlement with the
bankruptcy trustee for MF Global Holdings Ltd. and helped his
partner oust him from the trading outfit without proper
compensation.  According to the report, Edwin Johnson, who held a
10 percent interest in 3Red and managed its day-to-day operations,
accuses Gardiner Koch -- particularly partner James B. Koch -- of
professional negligence, breach of fiduciary duty and tortious
interference in connection with the firm?s representation of 3Red
and its principals.

The case is Edwin Johnson v. Gardiner Koch Weisberg & Wrona et
al., case number 14L006857, in the Circuit Court of Cook County,
Illinois.

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MILLENNIUM HEALTHCARE: Has $7.92-Mil. Net Loss in First Quarter
---------------------------------------------------------------
Millennium Healthcare Inc. filed its quarterly report on Form 10-
Q, disclosing a net loss of $7.92 million on $538,446 of revenue
for the three months ended March 31, 2014, compared with a net
loss of $1.51 million on $487,833 of revenue for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $2.89
million in total assets, $12.54 million in total liabilities, and
a stockholders' deficit of $9.65 million.

The Company has incurred operating losses for the past several
years and has a working capital deficiency of $9.47 million.
These conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/XpM0jS

New York-based Millennium Healthcare Inc. is a supplier and
distributor of medical devices and equipment focused on prevention
and early detection of diseases.  The Company recently entered
into several distribution agreements to launch its medical
equipment and device business.


MILLER HEIMAN: S&P Keeps 'B' Rating Over $359MM Debt Add-on
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Reno,
Nevada-based Miller Heiman Inc. are unchanged following the
company's announcement of its proposed $136 million add-on to its
first-lien term loan due 2019.

The company will use proceeds and $96 million of new cash equity
from its private equity sponsor and management to finance the
acquisition of VitalSmarts LLC, a provider of leadership training
products for corporations, and to repay about $37 million of
outstanding borrowings under the revolving credit facility.  The
transaction does not materially alter credit measures because of
Miller Heiman's and VitalSmarts' good near-term growth prospects
and the large proportion (roughly 50%) of equity financing.  S&P
expects debt to EBITDA to decline to the mid-5x area by year-end
2014 from a pro forma level of roughly 6x at March 31, 2014, based
on a scenario of mid-single-digit percent revenue growth and a
low-double-digit percent increase in EBITDA.  S&P expects the
company to maintain healthy profitability through the ongoing
integration of its September 2013 acquisition of business training
provider Informa Performance Improvement and potential operating
synergies and costs savings resulting from the VitalSmarts
purchase.

The 'B' corporate credit rating on Miller Heiman reflects S&P's
assessment of its business risk profile as "weak" and the
financial risk profile as "highly leveraged."  S&P's assessment of
the business risk profile is based on its niche position in the
highly fragmented and competitive corporate sales training
industry that is tempered by its dependence on independent sales
consultants that generate a significant percentage of its EBITDA.
The independent sales consultants are responsible for account
management and training.  Although consultant turnover has been
minimal, retaining them is critical to the company's reputation
and its high EBITDA margin.

S&P's financial risk profile assessment is based on its
expectation that leverage will remain above 5x, notwithstanding
the company's reasonably favorable operating outlook, as a result
of continued acquisitions and the risks associated with
integrating them.

RATINGS LIST

Miller Heiman, Inc.
Corporate Credit Rating                   B/Stable/--

Ratings Unchanged

Miller Heiman, Inc.
Senior Secured
  $359M* first-lien term loan due 2019     B
   Recovery Rating                         3

*Amount following add-on.


MOMENTIVE PERFORMANCE: Plan Ruling Expected by September
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Robert D. Drain has formally
approved the disclosure statement explaining Momentive Performance
Inc.'s plan of reorganization and indicated that he expects to
rule on the plan by mid-September.

According to the report, Judge Drain said the confirmation hearing
to approve the plan will run from Aug. 18 to Aug. 22, with one day
off.  At the same time, Judge Drain will hear evidence and
argument on three lawsuits to determine the pecking order among
noteholders, the report related.

The $635 million in 9 percent second-lien notes due 2021 traded at
10:41 a.m. New York time on June 27 for 83 cents on the dollar,
according to Trace, the Bloomberg report said, citing bond-price
reporting system of the Financial Industry Regulatory Authority.
The senior subordinated notes traded at 12:38 a.m. on June 27 for
28.784 cents on the dollar, according to Trace, the report
related.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MT LAUREL LODGING: Plan Exclusivity Period Extended to Aug. 29
--------------------------------------------------------------
Mt. Laurel Lodging Associates, LLP requested that the Bankruptcy
Court for the Southern District of Indiana, Indianapolis Division
extend its exclusivity period for filing a Plan of Reorganization
to August 29, 2014 and extend its period for obtaining acceptances
to the Plan to October 28.  The Debtor contends that this third
extension is necessary so that the Debtor may negotiate the terms
of its Plan and finalize its Disclosure Statements. NRB, the
Debtor's secured lender, opposed to the prior two extensions, but
has consented to the Debtor's current extension request.  The
Debtor contends that the circumstances warrant "cause" for the
extension pursuant to Sec. 1121(d) of the Bankruptcy Code.

Honorable Robyn L. Moberly granted the Debtor's request for an
extension.

The Debtor is represented by Michael P. O'Neill, Esq., at Taft
Stettinius & Hollister LLP of Indianapolis, IN and David M. Neff,
Esq., Brian A. Audette, Esq., and David J. Gold, Esq., at Perkins
Coie LLP of Chicago, IL.


NEW WESTERN: Reports $1.31-Mil. Net Loss in March 31 Quarter
------------------------------------------------------------
New Western Energy Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $1.31 million on $71,388 of
revenues for the three months ended March 31, 2014, compared with
a net loss of $180,653 on $19,197 of revenues for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $2.68
million in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $423,347.

The Company has not generated significant revenues since inception
and has never paid any dividends and is unlikely to pay dividends
or generate significant earnings in the immediate or foreseeable
future.  The continuation of the Company as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  At March 31, 2014, the Company had working
capital deficit of $1.08 million and used cash in operating
activities of $888,978.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern,
according to the regulatory filing.

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

                       http://is.gd/bp7Pc6

Irvine, Cal.-based New Western Energy Corporation is an oil and
gas and mineral exploration and production company with current
projects located in Oklahoma, Kansas and Texas.  The Company has a
limited operating history with nominal revenues.


NEWLEAD HOLDINGS: Files Claims Against Ironbridge Global IV
-----------------------------------------------------------
NewLead Holdings Ltd. disclosed that on June 23, 2014, in
arbitration proceedings currently pending between the Company and
Ironridge Global IV, Ltd., the Company filed claims against
Ironridge for breach of contract, fraudulent inducement of
contract and fraud, securities market manipulation and
misrepresentation in violation of United States federal securities
laws, unjust enrichment, and violation of 15 U.S.C. 78p(b),
seeking disgorgement of short-swing profits, damages in excess of
$25 million, punitive damages in excess of $100 million, and
reimbursement of legal costs and the costs of the arbitration.
NewLead has also requested that the arbitration tribunal declare
that the agreement between NewLead and Ironridge is terminated
and/or void ab initio, and that Ironridge has no entitlement to
the issuance of additional common shares of NewLead.

Although the Company has continually indicated it has no desire to
receive or intent to accept any further funding from Ironridge,
until and subject to the resolution of the arbitration, Ironridge
has unilaterally waived conditions under their notes, which notes
were not due without such waiver, to attempt to force the Company
to receive funding under the transaction documents, which funding
has been returned by the Company.  As Ironridge's forced funding
was not pursuant to any obligations it has under the transaction
documents, the Company believes it is an attempt to be able to
convert further preferred shares, while continuing to abuse the
irrevocable instruction letter in order to immediately sell, as
many common shares as possible.  To this end, and notwithstanding
the foregoing, following the forced funding, Ironridge immediately
converted a portion of the preferred shares corresponding to the
note it force funded and requested common shares, despite having
the returned funds and the existence of the arbitration.

These actions, together with Ironridge's request for substantial
numbers of additional common shares on an almost daily basis, do
not support Ironridge's representations to the Company at the
outset of its investment that it wished to be a "long-term"
investor.  Ironridge continues to sell substantial numbers of
common shares of the Company on a daily basis, to the detriment of
the Company and all of its stockholders. In this regard, Ironridge
has already requested and/or received an aggregate of
approximately 62 million common shares (through July 6, 2014,
adjusted to give effect to the 1-for-50 reverse stock split,
effective May 15, 2014) and has received approximately $22.8
million of proceeds (based upon information received from
Ironridge) on the sale, in the Company's belief, of approximately
44 million of such common shares through June 30, 2014.  These
amounts include approximately 4.7 million common shares of
Ironridge's recent conversion of further preferred shares pursuant
to the forced funding as outlined above.  The balance of the share
amount, approximately 57.3 million common shares requested and/or
received, are the result of the conversions of the preferred
shares it received at closing, which conversions are continuing
under such initially received preferred shares when it advanced
proceeds of $2.5 million and received preferred shares in lieu of
a fee.

                    About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper 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 incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NORTHWEST HARDWOODS: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate
Family Rating and B2-PD Probability of Default Rating to
initially, Hardwoods Acquisition, Inc., becoming Northwest
Hardwoods, Inc. (collectively "NWH"), a national manufacturer and
distributor of hardwood products for products ranging from high-
end cabinets to floors, upon closing of the leveraged buyout of
NWH by Littlejohn & Co., LLC. In a related rating action, Moody's
assigned a B3 rating to the proposed $300 million senior secured
notes due 2021. The rating outlook is stable.

Littlejohn & Co., LLC, through its affiliates, is acquiring NWH
for approximately $465 million, excluding transaction fees. NHW's
new capital structure will consist of a $100 million asset-based
revolving credit facility of which $30 million will be used for
the buyout, and $300 million of senior secured notes. Littlejohn's
contribution is in the form of common equity.

The following ratings will be affected by this action:

Corporate Family Rating assigned B2;

Probability of Default Rating assigned B2-PD; and,

Senior Secured Notes due 2021 assigned B3 (LGD4, 61%).

Ratings Rationale

NWH's B2 Corporate Family Rating reflects the company's leveraged
capital structure following the buyout by affiliates of
Littlejohn. Balance sheet debt is increasing to about $330 million
from $110 million, about a 200% increase in debt from March 31,
2014, resulting in adjusted leverage of over 6.0x on a pro forma
basis at closing. With the prospects of some operating
improvements and reduced borrowings under the company's revolving
credit facility, Moody's projects debt-to-EBITDA will approach
5.0x near year-end 2015 (all ratios incorporate Moody's standard
adjustments). Additionally, NWH will have significant negative
tangible net worth. A significant risk is that debt reduction from
excess free cash flow will be difficult to achieve. Cash interest
payments for the proposed high-yield notes will approach nearly
$23 million annually. On a pro forma basis, free cash flow
relative to adjusted debt over the twelve months from March 31,
2014 is weak at negative 3%. We also anticipate higher levels of
working capital expenditures relative to previous years to meet
growing demand. This could further limit NWH's ability to reduce
revolver borrowings. Although free cash flow is initially negative
on a pro forma basis, we expect free cash flow to turn positive
over the next 12 to 18 months. Another key risk is NWH's size. It
is a small company relative to other manufacturing companies based
on revenues and absolute levels of EBITA.

Offsetting the risks associated with its small scale and leveraged
capital structure is NWH's leading position in the hardwood niche
with multiple mills throughout the United States producing
hardwood. Producers of softwood used predominately for framing in
new home construction have avoided this segment. Moody's also
expects NWH will benefit from the strength in the new home
construction and the repair and remodeling sectors, end markets
from which NWH collectively derives about 60% of its revenues.
Moody's also projects a gradual improvement in EBITA margins
further into high single-digit levels due to increased volumes and
better pricing. Despite the large pro forma increase in balance
sheet debt and related interest expense, we expect interest
coverage, measured as EBITA-to-interest expense, could exceed 2.0x
over the next 12 to 18 months. NWH is benefiting from the
currently low interest rate environment. NWH's liquidity profile,
characterized by its ability to generate free cash flow, ample
revolver availability, and the absence of any debt maturities
until the revolver expires in 2019, gives NWH the financial
flexibility to meet potentially higher seasonal demand and to
satisfy its debt service requirements.

The stable rating outlook incorporates our view that NWH'
operating performance will improve, resulting in debt leverage
metrics that are more supportive of the current corporate family
rating. Also, revolver availability provides needed liquidity to
meet potential shortfalls in operating cash flows and higher
working capital needs.

The B3 rating assigned to the company's proposed senior secured
notes due 2021, one notch below the corporate family rating,
reflects their subordination to NWH's 1st lien ABL revolving
credit facility (unrated), which is secured by NHW's most liquid
assets.

Due to the company's elevated debt leverage, positive rating
actions are unlikely for NWH over the intermediate term. However,
if the company meets Moody's expectations for margin expansion and
reduced borrowings under the revolving credit facility from free
cash flow, maintaining debt-to-EBITDA below 5.0x and EBITA-to-
interest expense sustained over 2.5x (all ratios incorporate
Moody's standard adjustments), could result in positive ratings
momentum. A better liquidity profile and additional scale could
also support positive rating actions.

Negative rating actions may occur if NWH fails to meet our
expectations for both operating and financial performance over the
next 12 to 18 months. Debt-to-EBITDA sustained above 6.0x, EBITA-
to-interest expense remaining below 2.0x (all ratios incorporate
Moody's standard adjustments), or a weakening liquidity profile
could create downward ratings pressure. Sustained revolving credit
facility borrowings and significantly large debt-financed
acquisitions could also pressure NWH's ratings.

Northwest Hardwoods, Inc., headquartered in Tacoma, WA, is a
national manufacturer and distributor of hardwood lumber used for
diverse end products such as high-end cabinets and flooring.
Littlejohn & Co., through its affiliates, will be the primary
owner of Northwest Hardwoods. Revenues for the 12 months through
March 31, 2014 totaled about $530 million.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


NORTHWEST HARDWOODS: S&P Assigns 'B' CCR & Rates Secured Notes 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Tacoma, Wash.-based hardwood lumber
manufacturer and distributor, Northwest Hardwoods Inc.  At the
same time S&P assigned its 'B' issue-level rating to the company's
proposed $300 million senior secured notes due 2021.  The '3'
recovery rating on the notes indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.

"The stable outlook reflects our view that key drivers such as the
ongoing U.S. housing recovery and improved repair and remodeling
spending will support a steady improvement in demand for hardwoods
used in millwork, furniture, and other residential uses," said
Standard & Poor's credit analyst James Fielding.  "We also think
slower but still healthy growth in China will support demand for
wood used in pallets and other products."

These favorable conditions are likely to support a healthy
improvement of at least 20% in EBITDA in 2014.  However, leverage
will remain above 5x because of the new acquisition related debt.

S&P would raise its rating if leverage falls more quickly than it
currently anticipates, to below 5x, and if S&P is comfortable that
the company and its financial sponsor are committed to maintaining
more conservative financial policies.  This upside scenario could
occur if EBITDA margins were 200 basis points higher than S&P's
current expectations because stronger demand allows the company to
raise prices.  At that time, S&P could revise its assessment of
the company's financial policies to "FS-5" from "FS-6" and its
financial risk assessment to "aggressive" from "highly leveraged."

Given S&P's favorable view of the company's end markets, it
believes a downgrade is unlikely in the next 12 months unless the
company's liquidity becomes constrained.  Since S&P expects EBITDA
to improve in this timeframe, the most likely downside scenario
would involve more aggressive financial policies, including
leveraged acquisitions or distributions to the owner.  S&P do not
expect this to occur next year, but if this downside did occur S&P
could lower its assessment of the anchor rating to 'b-' from 'b'
and its corporate credit rating to 'B-' from 'B'.


OPTIM ENERGY: Energy Future May Bid Up to $87.5MM for Plant
-----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
the bankruptcy auction for Optim Energy LLC's Twin Oaks power
plant is still weeks away, but its price continues to jump, with
Texas giant Energy Future Holdings Corp. signaling it could go as
high as $87.5 million for the facility.  According to DBR, Optim
is selling the coal-fired plant to help pay off its debts in
Chapter 11, with a starting price, offered by Blackstone Group, of
$60 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the U.S. Trustee and Carlyle Investment Management
LLC, a possible competing bidder for the Twin Oaks plant, object
to the proposed bidding procedures, specifically the provision
where Optim would disqualify any bidder that has had prior
discussions with Walnut Creek Mining Co., the plant's sole coal
supplier whose contract would be terminated by Blackstone.

The U.S. Trustee and Carlyle complained that the retroactive "gag
order," will or might chill bidding, Mr. Rochelle said, citing
court papers.  Carlyle says that superior bid structures that
reduce risk and produce higher bids would result if bidders can
negotiate with Walnut Creek as Walnut Creek is the "most logical"
and "economically viable" source of fuel for the assets being
sold, Mr. Rochelle related.

                    About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


OSUM PRODUCTION: Moody's Assigns B3 Rating on $210MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service, assigned a B3 rating to Osum Production
Corp's (OPC) proposed US$210 million senior secured term loan and
a Ba3 rating to the super-priority US$15 million senior secured
revolver. Moody's also assigned OPC a B3 Corporate Family Rating,
a B3-PD Probability of Default Rating and a SGL-2 Speculative
Grade Liquidity rating. The rating outlook is stable. The ratings
are subject to receipt and review of final documentation. This is
the first time that Moody's has rated OPC.

The proceeds of the term loan will be used to finance the
acquisition of the Orion steam-assisted gravity drainage (SAGD)
bitumen asset from Shell Canada.

Assignments:

Issuer: Osum Production Corp.

Probability of Default Rating, Assigned B3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B3

Senior Secured Bank Credit Facility, Assigned B3

Senior Secured Bank Credit Facility, Assigned Ba3

Senior Secured Bank Credit Facility, Assigned a range of LGD4,
52 %

Senior Secured Bank Credit Facility, Assigned a range of LGD1,
01 %

Rating Rationale

The B3 Corporate Family Rating (CFR) reflects OPC's small size and
concentrated production in one SAGD project, Orion. The rating
also reflects the poor performance of this project over the last
number of years, evident by production being well under the 10,000
bbls/d design capacity. This performance has led to a cumulative
steam oil ratio of above 5x, driving down OPC's cash margin, but
has improved to below 4x on recent production improvement
initiatives, increasing OPC's cash margins. The rating is
supported by OPC's solid leverage metrics, long lived reserve base
that requires minimal maintenance capital expenditures, and
generation of positive free cash flow that will be used to reduce
debt.

OPC's SGL-2 speculative grade liquidity rating reflects good
liquidity. We expect positive free cash flow of about C$45 million
through to September 30, 2015 and for the company to have full
availability under its C$15 million revolving credit facility. OPC
will be well in compliance with its sole financial covenant
through this period. Alternate sources of liquidity are somewhat
limited as its assets are pledged as collateral to the secured
credit facilities.

Under Moody's Loss Given Default (LGD) Methodology, the US$15
million super-priority revolving credit facility is rated Ba3 as
the US$210 million senior secured term loan provides cushion. The
senior secured term loan is rated at the CFR as it makes up the
majority of the capital structure.

The stable outlook reflects our expectation that OPC will produce
7,000 bbls/d and generate positive free cash flow.

The rating could be upgraded if OPC can significantly increase its
size and scale, while maintaining retained cash flow to debt above
25%.

The rating could be downgraded if OPC's liquidity weakens, if
leverage as measured by debt to average daily production climbs
above US$40,000 per boe for an extended period, or if retained
cash flow to total debt falls below 15%.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

OPC is the wholly-owned subsidiary of Osum Oil Sands Corp., a
Calgary, Alberta based private independent exploration and
production company. OPC produces about 7,000 bbls/d of bitumen.


OSUM PRODUCTION: S&P Assigns 'B-' LT Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B-'
long-term corporate credit rating to Calgary, Alta.-based Osum
Production Corp. (OPC).  At the same time, Standard & Poor's
assigned its 'B-' corporate credit rating to OPC's parent company,
Osum Oil Sands Corp. (OOSC).  S&P's ratings on both OOSC and OPC,
which it has equalized, reflect its view of OPC as a core
subsidiary of its parent company, and the integrated nature of
their financial policies and strategic planning.  Standard &
Poor's also assigned its 'B+' issue-level rating and '1' recovery
rating to OPC's proposed US$210 million senior secured term loan
B.  The '1' recovery rating indicates S&P's expectation of very
high (90%-100%) recovery under our default scenario.  The outlook
is stable.

"The ratings reflect our expectation that OPC will be able to
operate its one producing asset, the Orion in-situ project, in a
manner consistent with the project's previous owner, such that
production economics remain consistent with Orion's recent
performance," said Standard & Poor's credit analyst Michelle
Dathorne.  "Although we have limited visibility to Orion's
historical finding and development cost profile, we are assuming
OPC's full-cycle costs will remain in line with the average cost
structure of other producers operating in the Cold Lake region,"
Ms. Dathorne added.

The ratings on OPC reflects Standard & Poor's view of the
company's narrow scale and scope of operations; lack of operating
track record managing its one producing asset, the Orion in-situ
oil sands project; and limited ability to expand its production
base beyond the 15%-20% growth expected in 2016-2017, which is
beyond S&P's forecast period.  OPC's robust cash flow adequacy and
leverage profile, and ability to internally fund the organic
growth incorporated into S&P's base-case scenario offset these
weaknesses somewhat.

OPC is a 100% wholly owned subsidiary of OOSC, a privately held
exploration and production (E&P) company.  OPC has one in-situ
bitumen producing asset in Alberta's Cold Lake region, and also
owns extensive undeveloped bitumen resources, known as its Taiga
project.

The stable outlook reflects Standard & Poor's expectation that OPC
will maintain production at its one operating asset at levels that
will generate sufficient cash flow to sustain operations, as well
as exploit the organic growth potential inherent in the Orion
project's existing 2P in-situ reserves.  The outlook also
incorporates S&P's assumption that the company's full-cycle costs
(total operating and F&D costs) will remain consistent with the
average full-cycle cost profile of other E&P companies operating
in Alberta's Cold Lake region.

If either OPC's upstream cost profile, or its cash flow adequacy
and leverage profile, deteriorates, such that it generates
negative free operating cash flow, and the company is unable to
internally fund the expected production growth incorporated in
S&P's base-case scenario, it would lower the ratings.
Specifically, a negative rating action would occur if OPC's
spending accelerates or operating cash flow fell short of S&P's
expectations such that its fully adjusted three-year weighted
average debt-to-EBITDA increased above 3x and the weighted average
FFO-to-debt fell below 30%.

At present, OPC's business risk profile is not strong enough to
support a higher rating.  In S&P's opinion, the company would have
to materially strengthen its competitive position to support a 'B'
rating.  It could achieve this by expanding the scale and scope of
its upstream operations.  This would occur if OPC is able to
bolster its proven reserves base, as well as increase and sustain
its daily average production at levels consistent with other 'B'
rated E&P companies, which is about 15,000 barrels per day.  Given
Orion's estimated full-cycle costs and production during S&P's
outlook period, it do not believe the company's competitive
position will strengthen sufficiently during this period to
warrant an upgrade.


PAID INC: Reports $173K Net Loss for Q1 Ended March 31
------------------------------------------------------
PAID, Inc., reported a net loss of $173,095 on $509,405 of
revenues for the three months ended March 31, 2014, compared with
a net loss of $201,527 on $932,375 of revenues for the same period
in 2013.

The balance sheet at March 31, 2014, showed $1.55 million in total
assets, $806,446 in total liabilities, and stockholders' equity of
$747,915 million.

The Company has continued to incur losses, although it has taken
significant steps to reduce them.  For the year ended December 31,
2013, the Company reported a net loss of $1.13 million.  The
Company has an accumulated deficit of $52.26 million at March 31,
2014 and used $44,993 of cash and cash equivalents in operations
for the three months ended March 31, 2014.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                       http://is.gd/jaF5TB

Headquartered in Westborough, Massachusetts, PAID, Inc., provides
brand-related services to businesses and celebrity clients in the
entertainment industry as well as charitable organizations.


PAMPA ENERGIA: Incurs ARS719.77-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Pampa Energia S.A. reported a net loss of ARS719.77 million on
ARS1.43 billion of sales for the three months ended March 31,
2014, compared with a net loss of ARS606.02 million on ARS1.39
billion of net sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed ARS13.18
billion in total assets, ARS2.26 billion in total liabilities, and
stockholders' equity of ARS10.92 billion.

Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under its
subsidiary Edenor's control, such as the requested electricity
rate increases, the Board of Directors has raised substantial
doubt about Edenor's ability to continue as a going concern in the
term of the next fiscal year, being obliged to defer certain
payment obligations, as previously mentioned, or unable to meet
expectations for salary increases or the increases recorded in
third-party costs.

A copy of the Form 6-K filed with the U.S. Securities and Exchange
Commission is available at http://is.gd/FdhSx1

Pampa Energia S.A., is an Argentina-based company primarily
engaged, through its subsidiaries, in the generation, transmission
and distribution of electric power.  Electric Generation division
comprises the activities of Hidroelectrica Los Nihuiles SA
(HINISA), Hidroelectrica Diamante SA (HIDISA), Central Termica
Guemes SA (CTG), Central Termica Loma de la Lata SA (CTLLL) and
Central Piedra Buena SA (CPB); the Electric Transmission division,
includes the activities of Compania de Transporte de Energia
Electrica en Alta Tension Transener SA; as well as the Electric
Distribution division, which its services are rendered by Empresa
Distribuidora y Comercializadora Norte SA (Edenor).


PETAQUILLA MINERALS: Posts $11.62-Mil. Net Loss for First Quarter
-----------------------------------------------------------------
Petaquilla Minerals Ltd. disclosed in a regulatory filing in the
U.S. that it had a net loss of $11.62 million on $5.75 million of
revenues for the three months ended March 31, 2014, compared with
a net income of $15.77 million on $28.46 million of revenues for
the three months ended Feb. 28, 2013.

The Company's balance sheet at March 31, 2014, showed $226.37
million in total assets, $194.13 million in total liabilities, and
stockholders' equity of $32.23 million.

The Company is in default of its Forward Gold and Silver Purchase
Agreements as the Company failed to meet its physical delivery
requirements and has either accrued for or settled such
obligations in cash.  The default persists as of the date of these
condensed interim consolidated financial statements for all
agreements with Deutsche Bank.  As a result of the default, all
balances owing to Deutsche Bank have been classified as current
liabilities as required under IAS 1.  This factor indicates the
existence of a material uncertainty that raises substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing.

A copy of the Form 6-K filed with the U.S. Securities and Exchange
Commission is available for free at http://is.gd/V2DJ6O

Petaquilla Minerals Ltd. is engaged in the mining of gold in
Molejon, Panama.  The British Columbia, Canada-Company also owns
gold exploration and development projects in Portugal and Spain.


PHILLIPS INVESTMENTS: Taps Scroggins & Williamson as Attorneys
--------------------------------------------------------------
Phillips Investments, LLC seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Scroggins & Williamson, P.C. as attorneys.

In the operation of its business during the Chapter 11 case, the
Debtor requires Scroggins & Williamson to:

   (a) prepare pleadings and applications;

   (b) conduct examinations;

   (c) advise the Debtor of its rights, duties and obligations as
       a debtor-in-possession;

   (d) consult with the Debtor and represent the Debtor with
       respect to a Chapter 11 plan and a sale of the Debtor's
       assets;

   (e) perform legal services incidental and necessary to the day-
       to-day operation of the Debtor's affairs, including, but
       not limited to, institution and prosecution of necessary
       legal proceedings, and general business and corporate legal
       advice and assistance; and

   (f) take any and all other action incidental to the proper
       preservation and administration of the Debtor's estate.

Scroggins & Williamson will be paid at these hourly rates:

       Attorneys                $285-$425
       Paralegals               $75-$150

Scroggins & Williamson will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Scroggins & Williamson is currently holding $41,495.72, received
via wire transfer on Jun. 11, 2014, as a Chapter 11 retainer to
represent the Debtor.

J. Robert Williamson, member of Scroggins & Williamson, 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.

Scroggins & Williamson can be reached at:

       J. Robert Williamson, Esq.
       SCROGGINS & WILLIAMSON, P.C.
       1500 Candler Building
       127 Peachtree Street, NE
       Atlanta, GA 30303
       Tel: (404) 893-3880
       Fax: (404) 893-3886
       E-mail: rwilliamson@swlawfirm.com

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips
signed the petition as managing member.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Scroggins & Williamson, P.C., serves as the Debtor's counsel.
Judge Mary Grace Diehl presides over the case.


PHILLIPS INVESTMENTS: Taps Burroughs Keene as Special Counsel
-------------------------------------------------------------
Phillips Investments, LLC asks permission from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Burroughs,
Keene, Paulk & Von Schuch, LLC as special counsel.

The Debtor wishes to employ Burroughs Keene as special counsel to
continue to assist it with real estate issues as well as to assist
with general corporate and tax related matters with the scope of
Burroughs Keene's retention being limited to the foregoing and
reasonably related matters but not including conducting the
Chapter 11 case or otherwise duplicating the work of the Debtor's
general bankruptcy counsel.

Burroughs Keene will be paid at these hourly rates:

       Attorneys                 $250
       Legal Assistants          $75

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

Within the ninety days prior to the Debtor's filing its bankruptcy
petition, Burroughs Keene received the following two payment from
the Debtor:

       (i) $15,000 on May 16, 2014; and
      (ii) $10,000 on Jun. 11, 2014.

Kirk W. Keene, member of Burroughs Keene, 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.

Burroughs Keene can be reached at:

       Kirk W. Keene, Esq.
       BURROUGHS, KEENE, PAULK & VON SCHUCH, LLC
       2900 Paces Ferry Road SE
       Bldg. C-2000
       Atlanta, GA 30339
       Tel: (770) 432-2100
       Fax: (770) 432-9561

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips
signed the petition as managing member.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Scroggins & Williamson, P.C., serves as the Debtor's counsel.
Judge Mary Grace Diehl presides over the case.


PINAFORE HOLDINGS: Moody's Withdraws Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn the
ratings for Pinafore Holdings B.V.'s and the previously rated debt
at its subsidiary, Gates Investments, LLC, following the
announcement by Onex Corporation and its affiliates (the "Onex
Group") and Canada Pension Plan Investment Board ("CPPIB") that
they have completed the sale of Gates Corporation (the principal
remaining business of Pinafore), to private equity funds
affiliated with Blackstone for $5.4 billion. This action concludes
the review for downgrade initiated on April 10, 2014.

The following ratings are withdrawn:

Pinafore Holdings BV

Ba3, Corporate Family Rating;

Ba3-PD, Probability of Default Rating

Gates Investments, LLC

Ba2 (LGD3), $300 million senior secured first lien revolving
credit facility;

Ba2 (LGD3), $86 million (remaining amount) amended senior
secured first lien term loan A facility;

Ba2 (LGD3), $1.3 billion (remaining amount) senior secured first
lien term loan B facility;

B1 (LGD5), $330 million (remaining amount) senior secured second
lien notes

Ratings Rationale

As part of the sale transaction, all of the previously rated debt
for Pinafore was repaid, or will be repaid by July 14, 2014. The
newly rated entity Gates Global LLC (Gates) was assigned ratings
on June 5, 2014 - Corporate Family and Probability of Default
Ratings at B3 and B3-PD, respectively. Gates will be the
intermediate parent holding company for the operations of the
Gates businesses.

Gates Global LLC, headquartered in Denver, Colorado, is a leading
global manufacturer of power transmission belts and fluid power
products that are highly engineered and critical components, used
in diverse industrial and automotive applications. Gates derives a
majority of its sales from replacement markets around the world.
In FY 2013, ongoing operations generated sales of USD 2.9 billion.


PLEASANT HILL: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pleasant Hill Associates, L.P.
        870 5th Avenue, Suite 20C
        New York, NY 10065-4907

Case No.: 14-12030

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: July 9, 2014

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

Debtor's Counsel: Gerard Sylvester Catalanello
                  DUANE MORRIS LLP
                  1540 Broadway
                  New York, NY 10036
                  Tel: 212-692-1000
                  Fax: 212-692-1020
                  Email: gcatalanello@duanemorris.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jay Marc Schwamm, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-12030.pdf


PLYMOUTH OIL: Court to Defer Ruling on Stay Motion Against Prairie
------------------------------------------------------------------
The Hon. Thad J. Collins of the U.S. Bankruptcy Court for the
Northern District of Iowa will defer ruling on Plymouth Oil
Company, LLC's motion to enforce the automatic stay and sanctions
until after the ruling is entered in Plymouth Oil Company v.
Prairie Sun Foods, Adv. No. 14-9035.

As reported by the Troubled Company Reporter on July 8, 2014, the
Debtor asked the Court to, among other things, hold Prairie Sun
Foods, LLC -- the winning bidder at the foreclosure sale of the
plant with a credit bid and, therefore, now holds title to the
plant -- in civil contempt for having violated the automatic stay
of Section 362 of the Bankruptcy Code.

Prairie Sun claimed that the lawsuit is part of its collateral
acquired through the purchase of the lenders' loans.  Bradley R.
Kruse, Esq., at Brown, Winick, Graves, Gross, Baskerville and
Schoenebaum, PLC, in Des Moines, Iowa, argued that the language
contained in the security agreements and UCC filings, which
Prairie Sun has purchased, does not create a valid and perfected
security interest in the lawsuit.  The lawsuit is not part of
Prairie Sun's collateral purchased from the lenders, he
asserted.

On June 23, 2014, Prairie Sun objected to the Debtor's stay
motion, saying that it had no intention of conducting the UCC sale
when its counsel inadvertently sent out the notices.  Prairie Sun
has canceled the sale and currently has no intention of moving
forward with the UCC sale until the adversary proceeding is
decided.  According to Prairie Sun, the automatic stay was not
violated because the Court had granted relief from the stay in
what is now Prairie Sun's collateral.

Unsecured creditor Plymouth Energy Company, L.L.C., also filed on
June 24, 2014, an objection to the Debtor's stay motion.  Plymouth
Energy renewed its request for the Court to expedite its ruling on
the pending motion to convert and remove the Debtor's case from
Chapter 11.

The TCR reported on July 8, 2014, the Debtor filed on May 23,
2013, an adversary action in its bankruptcy case against Plymouth
Energy, which is currently pending.  The lawsuit includes counts
for breach of contract, fraudulent transfer avoidance and
preferential transfer avoidance, among other things.  No trial
date has been set but significant discovery has been conducted.
Settlement discussions between Plymouth Energy and Plymouth Oil
are currently ongoing.

Plymouth Energy stated in its June 24 court filing that a
settlement in the Plymouth Energy lawsuit will not occur in the
foreseeable future.  Plymouth Energy said that it will "shortly be
serving upon the Debtor written discovery requests and then
intends to depose the Debtor's personnel at a later date.  Another
trial scheduling conference will need to be set up in the Plymouth
Energy lawsuit to provide new case deadlines including, among
others, the completion of discovery."

Prairie Sun is represented by:

      T. Randall Wright, Esq.
      Brandon R. Tomjack, Esq.
      Baird Holm, LLP
      1500 Woodmen Tower
      1700 Farnam Street
      Omaha, NE 68102
      Tel: (402) 344-0500
      E-mail: rwright@bairdholm.com

Plymouth Energy is represented by:

      Jeffrey W. Courter, Esq.
      Nyemaster Goode, P.C.
      700 Walnut Street, Suite 1600
      Des Moines, IA 50309-3899
      Tel: (515) 283-3189
      Fax: (515) 283-8045
      E-mail: jwc@nyemaster.com

                         About Plymouth Oil

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

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

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

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

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

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


POSITIVEID CORP: Reports $2.31-Mil Net Loss for First Quarter
-------------------------------------------------------------
PositiveID Corporation filed its quarterly report on Form 10-Q
disclosing a net loss of $2.31 million on $nil of revenue for the
three months ended March 31, 2014, compared with a net loss of
$1.9 million on $nil of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$1.17 million in total assets, $6.18 million in total liabilities,
mandatorily redeemable preferred stock of $1.2 million, and a
stockholders' deficit of $6.2 million.

As of March 31, 2014, the Company had a working capital deficiency
of approximately $6.1 million and an accumulated deficit of $127.3
million, compared to a working capital deficiency of $5.6 million
and an accumulated deficit of $124.6 million as of Dec. 31, 2013.
The Company has incurred operating losses since its inception, and
has not generated revenue from continuing operations since 2009.
The current operating losses are the result of research and
development expenses and selling, general and administrative
expenses.  While the Company expects to begin recognizing revenue
during the three months ended June 30, 2014, the Company expects
its operating losses to continue through at least the next twelve
months.  These conditions raise 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 at:

                       http://is.gd/Bb8K0T

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.40 million
in total assets, $5.82 million in total liabilities, all current,
$488,000 in mandatorily redeemable preferred stock, and a $4.91
million total stockholders' deficit.

EisnerAmper 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 a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


POWIN CORP: Posts $1.47-Mil. Net Loss for Q1 Ended March 31
-----------------------------------------------------------
Powin Corporation filed its quarterly report on Form 10-Q
disclosing a net loss of $1.47 million on $2.53 million of net
sales for the three months ended March 31, 2014, compared to a net
loss of $686,713 on $6.84 million of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $6.37
million in total assets, $8.67 million in total liabilities, and
stockholders' deficit of $2.3 million.

The Company sustained operating losses during the three months
ended March 31, 2014 and 2013 and for the years ended Dec. 31,
2013 and 2012 and incurred negative cash flows from operations in
those same periods.  The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtain additional
financing, as may be required.  This condition raises substantial
doubt about the Company's ability to do so.

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

                       http://is.gd/vRiZAd

Tualatin, Oregon-based Powin Corporation has very strong
relationships with eight plants located in The People's Republic
of China and one in Taiwan and, coordinate all the manufacturing
of over 4,000 products plus the coordination of all product
shipments and delivery to its distribution channels.  However, the
Company does not own the manufacturing facilities in China or
Taiwan; it only facilitates the manufacturing and distribution of
the products for the Company's customers.  Products include gun
safes, outdoor cooking and cookware products, fitness and
recreational equipment, truck parts, furniture products and
cabinets, plastic products, rubber products, electrical parts and
components and appliances.  The Company also manufactures metal
products in Tualatin, Oregon through its wholly owned subsidiary,
Quality Bending and Fabrication Inc.


PRETTY GIRL: Meeting to Form Creditors' Panel Set for July 15
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 15, 2014, at 10:00 a.m. in
the bankruptcy case of Pretty Girl, Inc.  The meeting will be held
at:

         80 Broad Street, 4th Floor
         New York, NY 10004

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

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

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

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.


PRIME CHOICE: Hiring Heritage to Seek Buyer or Investor
-------------------------------------------------------
David McGee, writing for Bristol Herald Courier, reported that
Prime Choice Foods is seeking a buyer or investor, and has
retained Heritage Equity Partner, a Maryland-based investment
banking services firm, in hopes of finding a buyer, partner or
investor.

"We are actively pursuing options that will allow our company to
not only continue operating, but also to emerge from bankruptcy
properly capitalized and well positioned to continue serving
customers and working with our vendors," Prime Choice President
Jose Gomez said in the statement.  "The support from both groups
has been phenomenal and I believe is a testament to the way we
conduct our business. As a family-run company, we have deep
relationships with the groups we work with and we are eager to
maintain those and see what options are available to us through
this process."

"The company is in need of working capital to support growth and
we are exploring many possible scenarios to solve this problem,
including new money, either debt or equity, a joint-venture
partner, or a going concern buyer," according to Matt LoCascio, a
managing director at Heritage, according to Bristol Herald
Courier.

The firm may be reached at:

     Matt LoCascio
     Managing Director
     HERITAGE EQUITY PARTNERS
     16 N. Washington St., Suite 102
     Easton, MD 21601
     Tel: (866) 969-1115
     Fax: (866) 604-9434
     E-mail: MLoCascio@EquityPartnersHG.com

                    About Prime Choice Foods

Prime Choice Foods, Inc., filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 14-13422) on Feb. 25, 2014, in Los Angeles.
Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., at Winthrop Couchot, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  The petition was signed by Jose G. Gomez,
CEO/president.

The family-owned business produces a wide range of primarily corn-
based snack products at its two facilities in Bristol, Virginia.


PUERTO RICO: Electric Power Authority Given More Time to Pay Debt
-----------------------------------------------------------------
Michael Corkery, writing for The New York Times' DealBook,
reported that Puerto Rico's struggling electric power authority
has reached a temporary deal with some of its lenders, buying the
agency a little more time as it sorts out its troubled finances.
According to the report, banks providing credit lines are allowing
the Puerto Rico Electric Power Authority to delay certain payments
for three more weeks, the agency said on July 7.

                          *     *     *

The Troubled Company Reporter, on July 4, 2014, reported that
Moody's Investors Service has downgraded the Commonwealth of
Puerto Rico to B2 from Ba2, affecting $14.4 billion of outstanding
general obligation (GO) bonds. Concurrently, commonwealth agencies
and public corporations have been downgraded, affecting about $46
billion of non-GO bonds, including $15.6 billion of senior- and
subordinate-lien bonds issued by the Sales-Tax Financing
Corporation (COFINA), which respectively were lowered to Ba3 and
B1. The Puerto Rico Electric Power Authority (PREPA) was
downgraded to Caa2 from Ba3, while the Puerto Rico Aqueduct and
Sewer Authority (PRASA) was downgraded to Caa1 from Ba3. The
Puerto Rico Highway and Transportation Authority (PRHTA) was
downgraded to Caa1 (senior 1998 resolution and 1968 resolution)
from Ba3, and to Caa2 from B1 (subordinate 1998 resolution). For
PREPA, PRHTA and PRASA, the newly lowered ratings remain under
review for possible further downgrade. The debt of the Government
Development Bank (GDB) was downgraded to B3 from Ba2, and the debt
of the University of Puerto Rico was downgraded to Caa1 and Caa2.
The outlook for the GDB as well as for commonwealth GO and related
debt remains negative.


QUARTZ HILL: Hearing on Case Transfer Motion Scheduled for Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will hold on July 9, 2014, at 10:30 a.m. a hearing to consider
Quartz Hill Mining LLC and Superior Gold LLC's motion to transfer
the venue of cases and adversary proceedings to the District of
Colorado.

The Debtors say in their June 11, 2014 motion that they have "one
potential creditor who apparently would rather deal with the
bankruptcy issues in Colorado than before the Court which
issued certain orders which need clarification and before the
Court in another proceeding which is entertaining the very issues
which necessitated the filing of these bankruptcy cases."

The Debtors state that the Court apparently believes that the
connections of the Debtors are tenuous and, rather than spend time
and money litigating over the appropriate venue, the Debtors are
amenable to transferring the cases to Colorado.

The Estate of William B. Kemper and Marjorie Robbins Daggett,
secured creditors of the Debtors, filed on July 3, 2014, an
objection to the Debtors' transfer motion, saying that substantial
events have occurred in this case, including, among other things:

      (a) an adversary proceeding filed in this case by the
          Debtor against creditors;

      (b) an adversary proceeding in Meredon filed by the Debtor
          against creditors on the same grounds as those in the
          adversary of within Quartz Hill Mining, LLC;

      (c) motions to employ counsel and special counsel;

      (e) a motion to employ a realtor business specialist at an
          absorbent rate on an undeveloped real property.

"Had the Motion been filed prior to the above-referenced events,
an entirely different perspective would exist.  Instead, months
have passed, a first meeting of creditors has finalized, and
countless hours have been expended by creditors before this forum
to outline the wrongs of the Debtor.  Creditors perceive the
Motion as Debtor's metaphorical ejection seat," the Secured
Creditors say in their July 3 filing.

The Debtors filed on July 7, 2014, a memorandum of law in support
of their motion to transfer the venue of cases and adversary
proceedings to the District of Colorado.  The Debtors say that as
all of the Debtors' assets are located in Colorado, the Debtors
principals and the challenging creditors exist under the laws of
the State of Colorado, the convenience of the parties weighs
heavily in favor the requested transfer.  As no parties' due
process or property rights will be affected by the requested
transfer, but the Debtors' property rights are in considerable
jeopardy if these cases are dismissed, the interests of justice
heavily weigh in favor of the requested transfer, the Debtors
state in their July 7 filing.

A hearing is also set for July 9 at 10:30 a.m. to consider the
Quartz Hill's June 12, 2014 motion to extend by 30 days the time
by which parties are required to submit proposed orders on the
Secured Creditors' motion to dismiss the Chapter II proceedings.
On April 23, 2014, the Court ordered the parties to submit
proposed orders on the motion to dismiss by June 12, 2014.

As reported by the Troubled Company Reporter on May 14, 2014, the
Debtors opposed the Secured Creditors' dismissal motion.  Robert
P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in
Miami, Florida, pointed out that the Secured Creditors wrongly
assumed that the cases are a "single asset real estate debtor" and
were filed in bad faith.  Rather, it is a small business case as
defined by Section 101 of the Bankruptcy Code.  According to Mr.
Charbonneau, it is only because of the Secured Creditors engaged
in an unlawful collateral attack of the court orders that the
Debtors had to seek court protection.  By filing, they prevented a
levy and execution of their properties, which would have operated
as forfeiture  of all equity to one unsecured creditor.

The Secured Creditors are represented by:

      E. Alan Hampson, Esq.
      1420 Vance Street #200
      Lakewood, Co 80214
      Tel: (303) 233-8997
      Fax: (303) 233-1995
      E-mail: e.alan.hampson@comcast.net

                 and

      Robert C. Meyer, Esq.
      Robert C. Meyer, P.A.
      2223 Coral Way
      Miami, Florida 33145
      Tel: (305) 285-8838
      Fax: (305) 285-8919
      E-mail: meyerrobertc@cs.com

                         About Quartz Hill

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

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.
Judge ordered the joint administration of the two cases.


RELIABRAND INC: Reports $198K Net Loss for First Quarter
--------------------------------------------------------
Reliabrand Inc. filed its quarterly report on Form 10-Q disclosing
a net loss of $198,049 on $77,401 of revenues for the three months
ended March 31, 2014, compared with a net loss of $1.06 million on
$19,896 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.49
million in total assets, $829,893 in total liabilities, and
stockholders' equity of $1.66 million.

The Company has sustained operating losses since inception, which
raises substantial doubt about the Company's ability to continue
as a going concern.  As of March 31, 2014, the Company has a
working capital surplus of $900,338, and accumulated deficit of
$4,201,093.  During the period ended March 31, 2014, the Company
had a net loss of $823,536 and cash used in operating activities
of $1.1 million.  The Company's ability to continue in existence
is dependent on its ability to develop additional sources of
capital, and/or achieve profitable operations and positive cash
flows.

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

                       http://is.gd/hdQneK

Based in Kelowna, B.C., Canada, Reliabrand Inc. has developed and
has begun manufacturing a newer version of the Adiri baby bottles
and related components such as sippy cups.  The Company intends to
aggressively promote and market the bottles and hopes to secure
widespread retail distribution outlets for the bottles.  The
Company manufactures the baby bottles and accessories in China.

Presently, the Company is selling the baby bottles through its
online Web site and has begun limited retail distribution as well.
The Company is presently in discussion with distributors of baby
bottles and related products in over 20 countries worldwide.


REVEL AC: KEIP, Seal Approval Sought
------------------------------------
BankruptcyData reported that Revel AC filed with the U.S.
Bankruptcy Court a motion for entry of an order authorizing and
approving a key employee incentive plan to motivate and
incentivize five key employees whose efforts and expertise are
integral to preserving the Debtors' business, a meaningful
continuation of the Debtors' marketing process and the Debtors'
efforts towards a competitive auction.

The Debtors filed a request to seal the motion, stating that the
List of KEIP Participants is confidential commercial information,
the protection of which is necessary to preserve morale within the
Debtors' workforce and to prevent competitors from using the List
of KEIP Participants to recruit away the Debtors' key employees
who are vital to preserving and maximizing the value of the
Debtors' estates.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that on completion of the sale, the participants would
receive a discretionary share of a bonus pool of $175,000 to $1.53
million, based on achieving various levels of operating cash flow
exceeding the budget.  An additional $225,000 will be added to the
bonus pool if the sale consideration, excluding assumed
liabilities, is at least $150 million, the report related.

The Court scheduled a July 21, 2014 hearing to consider the seal
motion.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


RIVER-BLUFF: Parties Dispute Receiver Fees
------------------------------------------
River-Bluff Enterprises, Inc. has filed an objection to the
receiver and its counsel's fee requests.  The Debtor contends that
the Bankruptcy Court for the Eastern District of Washington should
reduce the fee amounts or deny the final fees claimed by the
receiver and the receiver's counsel.  The Debtor argues that the
receiver and its counsel have charged excessive fees to date which
should more than compensate them for work performed.  The Debtor
urges the Court to apply its own judgment and experience with
billing practices when considering the fee requests and
determining whether the requests are reasonable pursuant to Sec.
330(a)(3)(A) of the Bankruptcy Code.

In response, Revitalization Partners, LLC, the receiver, argues
that the Debtor did not raise any objection to its prior fee
requests, but now contends the fees are excessive.  The receiver
asserts that its fees from February to March 2014 are reasonable,
and urges the Court to approve them.

                    About River-Bluff Enterprises

Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed
a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-
00843) on March 11, 2014.  In its schedules, the Debtor disclosed
$10,231,777 in total assets and $17,609,653 in total liabilities.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.

Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.

The Debtor is represented by:

     James A. Perkins, Esq.
     LARSON BERG AND PERKINS PLLC
     105 N 3rd Street
     Yakima, WA 98901
     Tel: (509) 457-1515
     Fax: (509) 457-1027

The receiver is represented by:

     David W. Crowell, Esq.
     BALL JANIK, LLP
     101 Sw Main St, #1100
     Portland, OR 97204
     Tel: (503) 228-2525


RIVERA & MIRO: Files for Chapter 7 in Florida
---------------------------------------------
Rivera & Miro Investment Group Inc. filed a Chapter 7 petition
(Bankr. M.D. Fla. Case No. 14-05268) in Central Florida in May 6.

The Debtor disclosed $13,495 assets and $177,637 in liabilities.
Major creditors are:

   -- Terrace 390 LLC, Orlando with $46,000;
   -- Sysco Central Florida, Ocoee with $25,000;
   -- World Global Financing Inc., Miami with $20,000.

The Debtor is represented by:

         Arvind Mahendru
         5703 Red Bug Lake Rd #284
         Winter Springs, FL 32708
         Tel: 407-504-2462
         E-mail: amtrustee@gmail.com


SALIX PHARMACEUTICAL: Cosmo Merger No Impact on Moody's B1 CFR
--------------------------------------------------------------
Moody's Investors Service commented that the agreement by Salix
Pharmaceutical, Ltd. to merge with Cosmo Technologies Limited
("Cosmo Tech"), a subsidiary of Cosmo Pharmaceuticals S.p.A.
(collectively "Cosmo") is credit-positive. The deal provides
financial benefits and enhances Salix's business profile. There is
currently no effect on Salix's existing ratings including the B1
Corporate Family Rating, the Ba1 senior secured rating and the B2
senior unsecured rating. The rating outlook is stable. Cosmo is
unrated.

"Credit-positive elements of the Cosmo merger include tax benefits
of the inversion and product portfolio enhancements, but Salix's
ratings remain constrained by high financial leverage," stated
Michael Levesque, Moody's Senior Vice President.

Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company
operating in the US gastroenterology area. Through the recent
acquisition of Santarus Pharmaceuticals, Inc., Salix became the
largest specialty company operating in this market. For the 12
months ended March 31, 2014 Salix reported net product revenue of
approximately $1.1 billion including Santarus revenues from the
January 2, 2014 acquisition date.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SALON SEVEN: Files for Chapter 7 in Florida
--------------------------------------------
Salon Seven LLC filed a Chapter 7 petition (Bankr. M.D. Fla. Case
No. 14-05121) on May 2.  The Debtor disclosed $3,501 assets and
$197,308 in liabilities.  The Ormond Beach, Florida-based company
is represented by:

         Robert J Mara, Esq.
         MARA & MARA, P.A.
         555 West Granada Blvd., Suite B5
         Ormond Beach, FL 32174
         Tel: (386) 672-8081
         Fax: (386) 265-5995
         E-mail: rjmara@mara-maralaw.com


SCH-TRIDENT: Files Schedules of Assets and Liabilities
------------------------------------------------------
SCH-Trident, Ltd., filed its schedules of assets and liabilities
in the U.S. Bankruptcy Court for the Northern District of Texas,
disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                $8,557,800
  B. Personal Property                $1,406
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $16,858,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $12,356,310
                            -----------------   --------------
        TOTAL                      $8,559,206      $29,214,310

A copy of the Schedules is available for free at:

         http://bankrupt.com/misc/SCH-TRIDENT_30_sal.pdf

List of 14 Largest Unsecured Creditors

On June 20, 2014, the Debtor filed with the Court a list of its
largest unsecured creditors, disclosing:

   Name of Creditor           Nature of Claim     Amount of Claim
   ----------------           ---------------     ---------------
7636 Harwin, LLC               Business Debt        $10,800,000
c/o Tim Hagan
1980 Post Oak Boulevard
Suite 1380
Houston, TX 77056

PlainsCapital Bank             Business Debt        $13,500,000
c/o Edward M. Fishman                           Value: $8,557,800
Fishman Jackson
13155 Noel Road, Suite 700,
LB13
Dallas, TX 75240

Target Builders, LLC           Business Debt         $1,600,000
P.O. Box 11367                                  Value: $0
Carrollton, TX 75011

A & Skipol, Inc.               Business Debt         $1,058,000
                                                Value: $0

AZA Investments                Business Debt           $700,000
                                                Value: $0

Rajiv Chhabra                  Business Debt           $500,000

Rajinder Singh                 Business Debt           $500,000

Amir Hussain                   Business Debt           $500,000

Enterprise America             Business Debt            $50,000

Tim Ferguson Attorney          Legal Fees                $3,000

West Star                      Deposit refund            $1,260

Hussain Zamanian CPA           Accounting Fees           $1,100

J Sport                        Tenant complaint            $950
                               regarding repairs

Dallas County Tax Assessor     Business Debt                 $0

Cash Collateral Use

On July 2, the Court entered a interim agreed order for the
Debtor's use of cash collateral.  The secured lenders are granted
valid, binding, enforceable, and perfected liens co-extensive in
validity and priority with the secured lenders' pre-petition liens
in all of the Debtor's assets.  As adequate protection for the
diminution in value of their interests, the secured lenders are
granted replacement liens and security interests, having priority
over all other creditors co-extensive in validity and priority
with their pre-petition liens, against the Debtor's rents
originating post-petition.

No hearing to consider the entry of any final order authorizing
use of cash collateral will be conducted until after the Debtor
has provided, and the secured lenders have had a reasonable
opportunity to assess, any restructuring proposal the Debtor has
undertaken to conceive.

On May 31, 2014, secured creditor 7636 Harwin, LLC, filed an
objected to the Debtor's motion, saying, "Not only has the Debtor
failed to timely deliver a new budget to the lenders, it has asked
for additional amounts to be paid for 'repairs' when the amounts
sought have no bids and may not truly be repairs.  In addition,
the Debtor has failed to provide proof of insurance, which is
increasingly troubling.  The failure to comply with the prior
order and deliver a new budget timely is cause to deny the
Debtor's request for use of cash collateral.

7636 Harwin is represented by:

      Vickie L. Driver, Esq.
      Courtney J. Hull, Esq.
      State Bar No. 24061297
      Coffin & Driver, PLLC
      7557 Rambler Road, Suite 200
      Dallas, Texas 75231
      Tel: (214) 377-4848
      Fax: (214) 377-4858
      E-mail: vdriver@coffindriverlaw.com
      E-mail: chull@coffindriverlaw.com

                         About SCH-Trident

SCH-Trident, Ltd., operator of a shopping center located on Harry
Hines Blvd. in Dallas, Texas, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 14-32277) in Dallas on May 6,
2014.  The petition was signed by Rajinder Singh as manager of
SCH-Trident, G.P.  The Debtor estimated $10 million to $50 million
in assets and liabilities.  Joyce W. Lindauer, Esq., at Joyce W.
Lindauer, attorney at law, in Dallas, serves as the Debtor's
counsel.  Judge Harlin DeWayne Hale presides over the case.


SCRIPSAMERICA INC: Incurs $1.26-Mil. Net Loss for First Quarter
---------------------------------------------------------------
ScripsAmerica, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $1.26 million on $823,859 of total net
revenues for the three months ended March 31, 2014, compared with
a net loss of $720,132 on $287,374 of total net revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.17
million in total assets, $3.8 million in total liabilities,
convertible preferred stock of $1.04 million and stockholders'
deficit of $1.68 million.

After taking into consideration interim results and current
projections, management believes that the Company's cash flow from
operations, coupled with recent financings will not be sufficient
to support the working capital requirements, debt service and
applicable debt maturity requirements for the twelve month period
ending March 31, 2015.  This raises substantial doubt regarding
the Company's ability to continue as a going concern, according to
the regulatory filing.

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

                       http://is.gd/UzYGxa

ScripsAmerica, Inc., primarily develops, markets, and distributes
branded over the counter (OTC) pharmaceutical products in the
United States and China. It primarily focuses on the marketing,
sale, and distribution of RapiMed pediatric acetaminophen
products. The company was founded in 2008 and is based in Tysons
Corner, Virginia.


SCRUB ISLAND: FirstBank's Plea to End Exclusivity Period Denied
---------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida denied on July 3, 2014, FirstBank
Puerto Rico's motion for entry of an order terminating the period
during which Scrub Island Development Group Limited and Scrub
Island Construction Limited have the exclusive right to solicit
acceptances of their joint plan of reorganization, or,
alternatively, denying any request by the Debtors for an extension
of the period.

Since the filing of the exclusivity termination motion in April,
two additional months have passed, during which time the Debtors,
the Committee of Unsecured Creditors, and FirstBank participated
in a mediation process requested by the Committee and ordered by
the Court.  The mediation resulted in an impasse declared by the
mediator.  FirstBank stated in its June 24 supplement to the
motion for termination of the Exclusive Solicitation Period that
in light of the failure of the mediation and the clear infirmities
of the Plan, the Debtors are no closer to confirming a plan than
they were on the Petition Date more than seven months ago.

FirstBank proposed a solution to move the cases forward: a
transparent and competitive plan process in which the
actual investor market for the Debtors' assets -- not the Debtors'
controlling shareholder and insider, Mr. Collier -- would
determine the optimal, value-maximizing outcome for
the Debtors' estates and creditors.

On June 23, 2014, Scrub Island Associates, Jose Blanco, Tomas
Blanco, Mavana Corporation, Felipe Perez, Fernando Ortega, Mila
Investment Group Corporation, Gustavo Hermida, Gloria Colon
Hermida and EJA Kachting Group, Ltd., joined in FirstBank's
motion.

On June 24, 2014, the Debtors responded, saying that FirstBank
seeks to terminate exclusivity so as to attempt to cram down
unsecured creditors and the Debtors under a potential plan so that
it can pursue a contingent third party contract for the
acquisition of the assets of the Debtors.  The Debtors claim that
there is no firm commitment by FirstBank's prospective purchaser,
who can terminate the contract for any reason whatsoever.

According to the Debtors, termination of exclusivity will
jeopardize financing commitments obtained by the Debtors to fund
the Plan, "leaving all parties to the mercy of a potential
purchaser who has no skin in the game and subjecting them to the
chaos of competing plans.  It will jeopardize business operations
at the Scrub Island Resort and will likely result in inability of
the Debtors to obtain debtor in possession financing under their
current pending motion."

In a filing dated June 25, 2014, FirstBank claims that, among
other things, the Debtors have admitted their financial condition
is so dire that they must obtain on an emergency basis a $185,000
DIP loan from Mainsail to fund employee wages and other immediate
expenses.  The Debtors' admission as to their cash situation
demonstrates further cause for termination of exclusivity, to
permit the stalking horse and auction process agreed to in the
plan support agreement to move ahead expeditiously, FirstBank
states.

Debtors' Requested Extension of Exclusivity Periods

On June 25, 2014, Judge Williamson entered a pro memo extending
until July 11, 2014, the exclusivity period for filing a Chapter
11 plan and disclosure statement.

On June 24, the Debtors sought extension of the Exclusive
Solicitation Period, saying that their cases are large and
complex, involving more than $100 million in claims.  The Debtors
timely filed their Plan, and they have negotiated in good faith
with the various constituents in an effort to achieve consensus
and to avoid expensive, time-consuming, and costly litigation.

FirstBank, according to the Debtors, hasn't yet completed its
document production, resulting from the Debtors' December 2013
request for production of documents, although additional materials
have been delivered.  This delay is no fault of the Debtors.  At a
minimum, the Debtors will need an extension of exclusivity in
order to obtain and review the documents requested almost six
months ago.

The Official Committee of Unsecured Creditors and Marriott
International, Inc., as a party-in-interest and creditor, joined
in the Debtors' motion for extension of the Exclusive Solicitation
Period.

Marriott International is represented by:

      Lori V. Vaughan, Esq.
      Trenam, Kemker, Scharf, Barkin, Frye,
      O'Neill and Mullis, P.A.
      101 E. Kennedy Boulevard, Suite 2700
      Tampa, FL 33602
      Tel: (813) 223-7474
      Fax: (813) 227-0404
      E-mail: lvaughan@trenam.com

                  and

      Carren B. Shulman, Esq.
      Sheppard, Mullin, Richter & Hampton LLP
      30 Rockefeller Plaza, 39th Floor
      New York, New York 10112
      Tel: (212) 653-8700
      Fax: (212) 653-8701
      E-mail: cshulman@sheppardmullin.com

Scrub Island Associates is represented by:

      Marsha G. Rydberg, Esq.
      The Rydberg Law Firm, P.A.
      201 N. Franklin Street, Suite 1625
      Tampa, FL33602
      Tel: (813) 221-2800
      Fax: (813) 221-2420
      E-mail: mrydberg@rydberglaw.com

FirstBank is represented by:

      W. Keith Fendrick, Esq.
      Holland & Knight LLP
      100 N. Tampa Street, Suite 4100
      Tampa, FL 33602
      Tel: (813) 227-8500
      Fax: (813) 229-0134
      E-mail: keith.fendrick@hklaw.com

                  and

      Zachary H. Smith, Esq.
      Moore & Van Allen PLLC
      Suite 4700
      100 North Tryon Street
      Charlotte, NC 28202-4003
      Tel: (704) 331-1000
      Fax: (704) 331-1159
      E-mail: zacharysmith@mvalaw.com

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SANTA FE GOLD: Posts $2.99-Mil. Net Loss for Q1 Ended March 31
--------------------------------------------------------------
Santa Fe Gold Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $2.99 million on $205,761 of net sales
for the three months ended March 31, 2014, compared with a net
loss of $2.53 million on $3.31 million of net sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $22.89
million in total assets, $27.06 million in total liabilities, and
a stockholders' deficit of $4.17 million.

The Company has incurred a loss of $8.33 million for the nine
months ended March 31, 2014, and has a total accumulated deficit
of $82.67 million, and a working capital deficit at March 31, 2014
of $22.12 million.

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

                       http://is.gd/33rvGC

                       About Santa Fe Gold

Santa Fe Gold -- http://www.santafegoldcorp.com-- is a U.S.-
based mining and exploration enterprise focused on acquiring and
developing gold, silver, copper and industrial mineral
properties. Santa Fe controls: (i) the Summit mine and Lordsburg
mill in southwestern New Mexico; (ii) a substantial land position
near the Lordsburg mill, comprising the core of the Lordsburg
Mining District; (iii) the Mogollon gold-silver project, within
trucking distance of the Lordsburg mill; (iv) the Ortiz gold
property in north-central New Mexico; (v) the Black Canyon mica
deposit near Phoenix, Arizona; and (vi) a deposit of micaceous
iron oxide (MIO) in Western Arizona.  Santa Fe Gold intends to
build a portfolio of high-quality, diversified mineral assets
with an emphasis on precious metals.


SCRUB ISLAND: Seeks Court Approval to Hire HVS as Appraiser
-----------------------------------------------------------
Scrub Island Development Group Limited asks for permission from
the U.S. Bankruptcy Court for the Middle District of Tampa to
employ HVS Shared Ownership Services to appraise the Debtor's real
property and related personal property consisting of the Scrub
Island Resort, Spa & Marina, including the various villas and lots
owned by the Debtor.

The Debtor requires HVS to:

   (a) provide real property appraisal services;

   (b) prepare a written appraisal report;

   (c) provide expert testimony; and

   (d) perform such other services as may be agreed to by HVS
       and the Debtor.

HVS advised the Debtor that its fee will be $20,000, with $10,000
payable in advance.

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

FirstBank Puerto Rico, prepetition secured lender to the debtors,
objected to the Application to the extent the Debtors propose to
use any of the Emergency Funds to pay the Retainer, or any other
amount to HVS without Court approval.  To the extent the Retainer
has already been paid to HVS, prior to approval of the
Application, it is incumbent upon the Debtors to confirm the
source of such payment through HVS' disinterestedness affidavit,
which the Application states is forthcoming but which has not yet
been filed with the Court.

FirstBank requested that the Court condition approval of the
Application upon (i) the Debtors' submission of HVS's
disinterestedness affidavit confirming that the Retainer has not
been (or will not be) paid from Emergency Funds, confirming the
source of payment of the Retainer, and otherwise satisfying the
requirements of section 327(a) of the Bankruptcy Code; and (ii)
the clarification that no further payment will be made to HVS
absent approval of a fee application.

HVS can be reached at:

       John P. Lancet, MAI
       HVS SHARED OWNERSHIP SERVICES
       8925 SW 148th Street, Suite 216
       Miami, FL 33176
       Tel: (305) 378-0404 ext. 1014
       E-mail: jlancet@hvs.com

Firstbank's Counsel can be reached at:

       W. Keith Fendrick, Esq.
       HOLLAND & KNIGHT LLP
       100 N. Tampa St., Suite 4100
       Tampa, FL 33602
       Tel: (813) 227-8500
       Fax: (813) 229-0134
       E-mail: keith.fendrick@hklaw.com

                        About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SIMPLEXITY LLC: Seeks More Time to Negotiate, File Plan
-------------------------------------------------------
Simplexity, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until Nov. 11, 2014, the period by
which they have exclusive right to file a plan, and until Jan. 12,
2015, the period by which they have exclusive right to solicit
acceptances of that plan.  The Debtors need the additional time to
attempt to negotiate a plan of liquidation, which will have the
support of all of their constituencies.  The hearing date for the
extension request is still to be determined, according to court
papers, but objections are due July 23.

                      About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SIMPLY WHEELZ: Wants Bar Dates for Sec. 503(b)(9) & 365 Claims
--------------------------------------------------------------
Simply Wheelz, Inc. has requested that the Bankruptcy Court for
the Southern District of Mississippi establish these bar dates:

     (i) all claims arising under section 503(b)(9) of the
         Bankruptcy Code must be filed with the Court on or
         before 30 days from the date of the entry of the
         order granting the Debtor's Bar Date Motion; and

    (ii) all claims for rejection damages arising under
         section 365 of the Bankruptcy Code must be filed with
         the Court on or before the latter of:

         (a) 30 days from the date the Court entered an order
             granting the Debtor's motion to reject the
             executory contract or unexpired lease giving rise,
             in whole or in part, to the proof of claim; or,

         (b) 30 days from the date of the entry of the order
             granting the Bar Date Motion.

The Debtor also asked the Court to rule that any holder of a claim
against the Debtor who is required to file a proof of claim in
accordance with the Bar Dates, but fails to do so on or before the
applicable Bar Dates, shall: (i) be forever barred, estopped, and
enjoined from asserting such claim against the Debtor and the
bankruptcy estate (or filing a proof of claim with respect
thereto); and, (ii) not be permitted to vote to accept or reject
any plan filed in the chapter 11 case, or participate in any
distribution in this chapter 11 case on account of the claim
or to receive further notices regarding the claim.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtor is represented by Stephen W. Rosenblatt, Esq.,
Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and
Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland,
Mississippi.  Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC
as noticing and claims agent, and Capstone Advisory Group, LLC, as
financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SINCLAIR TELEVISION: Moody's Assigns Ba1 Rating on $500MM Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
incremental $500 million 1st lien senior secured term loan B-1 and
a B1 rating to the proposed $450 million senior notes of Sinclair
Television Group, Inc. ("STG"). Proceeds from the new term loan
and senior notes will be used to fund the acquisition of
Allbritton Communications Company ($985 million) and corporate
purposes, including pending acquisitions. Proposed amendments to
the existing credit agreement include increasing the size of the
senior secured revolver commitment to a minimum $465 million from
$157.5 million by converting existing term loan A commitments
(including the delayed draw facility), eliminating maintenance
covenants on the term loan B, and relaxing or eliminating certain
financial covenants on the term loan A and revolver facilities.
Sinclair Broadcast Group, Inc.'s ("Sinclair") Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and ratings on
existing senior secured credit facilities and senior notes are
unchanged. The SGL-2 Speculative Grade Liquidity Rating and the
stable outlook also remain unchanged.

Assigned:

Issuer: Sinclair Television Group, Inc.

  INCREMENTAL $500 million 1st Lien Sr Secured Term Loan B-1:
  Assigned Ba1, LGD2

  NEW $450 million Sr Notes: Assigned B1, LGD5

Ratings Rationale

Sinclair's Ba3 Corporate Family Rating reflects moderately high
leverage with 2-year average debt-to-EBITDA of 5.2x estimated for
March 31, 2014 (including Moody's standard adjustments) and pro
forma for announced transactions. The pending acquisition of
Allbritton represents Sinclair's latest debt funded investment to
expand its footprint of U.S. households while further diversifying
revenue by geography, network affiliation, and market size.
Ratings incorporate at least high single digit percentage revenue
growth through 2014, on a same station basis, driven by
significant political ad demand in the second half of 2014.
Despite higher levels of SG&A and production expenses, including
reverse compensation, Moody's expects EBITDA margins to remain
above 32% (including Moody's standard adjustments) generated by
the company's sizable and diverse television station group. "We
also expect management will achieve most of its planned
acquisition synergies for Allbritton soon after the transaction
closes given cash flow benefits are primarily from contractual
retransmission fees. We believe 2-year average leverage ratios
could improve over the next 12 months as excess cash is used to
reduce credit facility balances or prepay maturing notes, absent
acquisitions. The FCC is considering removing the 50% discount for
UHF signals in determining compliance with the 39% cap on
television coverage of U.S. households. Given Sinclair's coverage
of U.S. households would be just under the 39% FCC limit if the
50% UHF discount were to be eliminated (or 24% including the UHF
50% discount), Moody's expects Sinclair may consider swapping
television assets with other broadcasters to optimize its station
portfolio while remaining within the 39% limit. We also expect the
company to look at acquiring non-broadcast operations which could
result in increased debt balances. The Ba3 rating and stable
outlook reflect our expectation that the company will reduce pro
forma 2-year average debt-to-EBITDA ratios below initial levels
allowing for financial metrics to be better positioned within the
Ba3 category. Ratings incorporate moderately high financial risk,
the inherent cyclicality of the broadcast television business, and
increasing media fragmentation. The SGL-2 liquidity rating
reflects good liquidity including enhanced availability under the
proposed increased revolver facility," Moody's said.

The stable outlook reflects Moody's expectation that core
advertising revenue will grow in the low single digit percentage
range over the next 12 months accompanied by additional growth in
retransmission fees (increasingly offset by higher levels of
production expense, including reverse compensation). The
significant increase in demand for political advertising,
particularly in the second half of this year, will drive revenue
growth on a same station basis to at least the high single digit
percentage range for 2014. In the absence of additional
acquisitions or investments, we believe Sinclair will apply a
portion of excess cash to reduce debt balances contributing to
improved leverage and greater free cash flow. Ratings could be
downgraded if 2-year average debt-to-EBITDA ratios exceed 5.50x
(incorporating Moody's standard adjustments) or if distributions,
share repurchases or deterioration in operating performance
results in free cash flow-to-debt ratios falling below 4%. Ratings
could also be downgraded if liquidity deteriorates due to
dividends, share buybacks, debt financed acquisitions, or
decreased EBITDA cushion to financial covenants. Ratings could be
upgraded if Sinclair's 2-year average debt-to-EBITDA ratios are
sustained comfortably below 4.25x with good liquidity including
free cash flow-to-debt ratios in the high single digit percentage
range. Management would also need to show a commitment to
financial policies consistent with the higher rating.

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating with
162 primary stations in 78 markets pro forma for announced
transactions. The station group will reach 39% of U.S. television
households with diversified network affiliations across primary
and digital subchannels including 43 FOX, 32 ABC, 30 CBS, 44 CW,
27 MNT, 20 NBC, and 19 Spanish language stations. The company will
also own a local cable news network in Washington D.C. and four
radio stations. Members of the Smith family exercise control over
most corporate matters given they represent four of the seven
board seats and, through Sinclair's dual class share structure,
the Smith family controls approximately 76% of voting rights. Pro
forma for announced transactions, total revenue was roughly $1.8
billion in 2013.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


SINCLAIR BROADCAST: S&P Raises Sr. Unsecured Debt Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-' corporate
credit rating on Hunt Valley, Md.-based U.S. TV broadcaster
Sinclair Broadcast Group Inc.  The outlook is stable.

At the same time, S&P assigned Sinclair Television Group Inc.'s
proposed senior unsecured notes due 2024 a 'B+' issue-level
rating, with a recovery ratings of '5', indicating S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.

In addition, S&P assigned the company's proposed incremental term
loan B its 'BB+' issue-level rating, with a recovery rating of
'1', indicating its expectation for very high (90%-100%) recovery
in the event of a payment default.

Finally, S&P revised its recovery rating on Sinclair's senior
unsecured debt to '5' from '6', and subsequently raised its issue-
level rating on the debt to 'B+' from 'B', in accordance with its
notching criteria.

S&P is raising its issue-level ratings on the company's senior
unsecured debt because it had originally expected Sinclair to fund
its acquisition of Allbritton Communication Co.'s television
stations using only bank debt.  The company had planned to raise
$1.25 billion in incremental bank debt in October 2013, but
downsized the offering when the closing of the Allbritton
transaction was delayed.  The company is now proposing to split
that financing between bank debt and senior unsecured notes.  As a
result of this change, recovery prospects for the senior unsecured
notes have increased.

The ratings on Sinclair reflect a "satisfactory" business risk
profile, as per S&P's criteria, because of its significant size,
scale, and diversity as one of the largest non-broadcast-network-
owned TV station groups, its good EBITDA margin, and a growing
revenue stream from highly predictable retransmission fees from
cable and satellite video service operators.  While there are many
FCC initiatives underway that could affect the current TV business
model, S&P currently expects that regulatory shifts are unlikely
to affect Sinclair's rating.  S&P continues to monitor FCC
progress in its regulatory review.  The rating also reflects the
long-term structural changes in the consumption of media, with
viewers shifting to alternative media for news and entertainment.

S&P assess Sinclair's management as "fair" under its criteria.
The company is controlled by the David Smith family and has a
history of actions that benefit the majority shareholders more
than the minority shareholders and bondholders.

S&P assess Sinclair's financial risk profile as "aggressive."
Factors in S&P's assessment include its elevated debt-to-EBITDA
ratio and history of debt-financed acquisitions and investments in
non-TV assets.

The stable rating outlook reflects S&P's expectation that, barring
a significant decline in core revenue growth and profitability,
Sinclair will maintain a ratio of debt to average-eight-quarter
EBITDA below our threshold of 5.5x for the 'BB-' rating over the
intermediate term.


SKYLINE MANOR: May Use Oxford's Cash Collateral Until July 16
-------------------------------------------------------------
Ron Ross, Chapter 11 trustee of Skyline Manor, Inc., sought and
obtained third interim authorization from the Hon. Thomas L.
Saladino of the U.S. Bankruptcy Court for the District of Nebraska
to use Oxford Finance LLC's cash collateral until
July 16, 2014.

Loans provided under the pre-petition credit agreements by Oxford
are allegedly secured by first priority liens on and security
interests in all of the Debtor's property and assets.  Oxford
asserts that the proceeds of Oxford's loan and the proceeds
received from pre-petition collateral are cash collateral.  Prior
to, on and after the Petition Date, the Debtor has received and
collected, and continues to receive and collect, cash proceeds
from the pre-petition collateral which has not been remitted to
Oxford, and which constitutes cash collateral of Oxford.

The Trustee said in its June 4, 2014 motion that he requires the
immediate use of cash collateral to operate the healthcare
facility -- a 199 unit continuing care retirement community and a
140 unit independent living facility in Omaha.  Oxford consented
to the Trustee's use of cash collateral.

Proceeds of the pre-petition collateral will be subject to the
adequate protection liens.  As adequate protection for its
interest in the cash collateral, Oxford is granted a valid,
enforceable, perfected and continuing security interest in and
lien upon all post-petition assets of the Debtor of the same type
and to the same extent and validity as secured the Debtor's
indebtedness to Oxford prior to the Petition Date.

As reported by the Troubled Company Reporter on May 27, 2014, the
Debtor was first allowed to use cash collateral nunc pro tunc to
the Petition Date, through May 30, 2014.

On June 5, 2014, a second interim order was entered allowing cash
collateral use from June 4, 2014, through June 27, 2014.

Oxford filed a objection to the cash collateral use on June 16,
2014, saying that it reserves its right to assert an objection to
the Trustee's use of cash collateral and its right to assert all
other rights and remedies, in the event the parties cannot
reach a consensual agreement for cash collateral use.

The Trustee asked the Court on June 4, 2014, to set a hearing on
its emergency motion for order authorizing cash collateral use.
On June 9, 2014, a final hearing was initially set for June 25,
2014, to consider the Debtor's use of cash collateral.  The final
hearing is now scheduled for July 16, 2014, at 9:00 a.m.

Oxford is represented by :

      Kenneth J. Ottaviano, Esq.
      Paige E. Barr, Esq.
      Katten Muchin Rosenman LLP
      525 West Monroe Street
      Chicago, Illinois 60661
      Tel: (312) 902-5200
      Fax: (312) 902-1061
      E-mail: Kenneth.Ottaviano@kattenlaw.com
              Paige.Barr@kattenlaw.com

Chapter 11 Trustee Appointment

On May 30, 2014, the Court approved the application of Nancy J.
Gargula, U.S. Trustee for the District of Nebraska, to appoint Ron
Ross as Chapter 11 trustee in this case.

As reported by the Troubled Company Reporter on May 29, 2014,
Oxford asked the Court to appoint a Chapter 11 trustee for the
Debtor to ensure honest, competent and proper management of the
bankrupt operator of retirement community and living facility in
Omaha.  The State of Nebraska and the Official Committee of
Unsecured Creditors, joined in Oxford's motion.

On May 29, 2014, the Court entered an order allowing the
appointment of a Chapter 11 trustee.

Stinson Leonard's Employment as Debtor's Attorney

On June 2, 2014, the Court approved the Debtor's May 26, 2014
motion to employ Robert V. Ginn and the firm of Stinson Leonard
Street LLP as attorney.  The Firm will, among other things, give
the Debtor legal advice with respect to its powers and duties as
debtor-in-possession and in the continued operation of its
business and in the management and reorganization of its affairs.
The Firm's regular hourly rates for attorneys anticipated to
principally represent the Debtor range from $125 to $425.  On
May 27, 2014, the Court gave the Firm 14 days to file with the
Court an affidavit, declaration or verified statement in
accordance with the Federal Rules of Bankruptcy Procedure 2014 and
Neb. R. Bank. P. 9004-3.

                        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.


STARSTREAM ENTERTAINMENT: Has $921K Net Loss in March 31 Quarter
----------------------------------------------------------------
Starstream Entertainment, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $921,099 on $nil of total net
revenues for the three months ended March 31, 2014.

The Company's balance sheet at March 31, 2014, showed $3.41
million in total assets, $2.03 million in total liabilities, and
stockholders' equity of $1.38 million.

The Company has experienced recurring losses through March 31,
2014.  As of March 31, 2014, the Company had cash on hand of
$76,012, and current liabilities of $1.98 million.  These factors
raise 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 at:

                       http://is.gd/nmFQyH

Starstream Entertainment, Inc., an independent entertainment
production company, is engaged in the development, production,
marketing, and distribution of feature-length motion pictures and
entertainment projects. It exploits motion pictures and
entertainment projects, and their ancillary rights through various
avenues, including theatrical releases, video-on-demand, digital
distribution, and television outlets. The company is based in
Monterey, California.


SUMMIT MIDSTREAM: S&P Assigns 'B' Rating to $300MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and '5' recovery rating to Summit Midstream Holdings
LLC and Summit Midstream Finance Corp.'s proposed $300 million
senior unsecured notes due 2022.  The '5' recovery rating
indicates S&P's expectation of modest (10% to 30%) recovery if a
payment default occurs.  The notes are guaranteed on a senior
unsecured basis by Summit Midstream Partners L.P.  The company
will use net proceeds to repay an outstanding portion under the
revolving credit facility, which it drew on to fund the Red Rock
Gathering Co. LLC acquisition.

Dallas, Texas-based Summit Midstream is a master limited
partnership with a focus on natural gas gathering and compression.
It has a footprint in the Piceance and Williston basins and the
Barnett and Marcellus shales.  S&P's corporate credit rating on
Summit is 'B+', and the outlook is stable.

RATINGS LIST

Summit Midstream Partners L.P.
Corp credit rating                   B+/Stable/--

New Ratings
Summit Midstream Holdings LLC
Summit Midstream Finance Corp.
$300 mil sr unsecd notes due 2022    B
Recovery rating                      5


SUPER BUY FURNITURE: Section 341(a) Meeting Set on August 8
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Super Buy
Furniture Inc. will be held on Aug. 8, 2014, at 9:00 a.m. at 341
meeting room, Ochoa Building, 500 Tanca Street, First Floor, in
San Juan.  Deadline to file proofs of claim will be on Nov. 6,
2014.  For governmental units, the bar date will be on Jan. 4,
2015.

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

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

Super Buy Furniture, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. P.R. Case No. 14-05523) on July 3, 2014.  The petition
was signed by Carlos N. Berrios Casillas as president.  O'Neill &
Borges, LLC, serves as the Debtor's counsel.  CPA Luis R.
Carrasquillo & Co. P.S.C. acts as the Debtor's financial
consultant.  The Debtor disclosed total assets of $18.2 million
and total liabilities of $26.7 million.


TAAZA FRESH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Taaza Fresh Global Food, Inc.
        8903 Sovereign Row
        Dallas, TX 75247

Case No.: 14-33325

Chapter 11 Petition Date: July 9, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: David R. Gibson, Esq.
                  THE GIBSON LAW GROUP
                  3102 Maple Ave., Ste. 400
                  Dallas, TX 75201
                  Tel: (214) 800-2213
                  Fax: (214) 800-2214
                  Email: my.lawyer@sbcglobal.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Faisal Moosa, president.

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


TACTICAL INTERMEDIATE: Asks for Approval of $3.5MM DIP Loans
------------------------------------------------------------
Tactical Intermediate Holdings, Inc., and its debtor-affiliates
ask for approval from the bankruptcy court to obtain $3.5 million
of senior-secured DIP financing from prepetition secured lender
Wells Fargo Bank, National Association, and to use cash
collateral.

The salient terms of the DIP facility are:

  * Type and Amount
    of Borrowing:        A senior secured facility in an aggregate
                         principal amount that in no event will
                         exceed $3,500,000.

  * Interest Rate:       Advances will bear interest at 10%.
                         Default rate will be 2.0% in excess of
                         the cash interest rate.

  * Maturity Date:       September 15, 2014.

  * Carve-Out:           The DIP facility subjects security
                         interest and administrative expense
                         claims of the DIP lenders to a carve-out
                         and provides for the funding of budgeted
                         professional fees into a professional fee
                         escrow account on a weekly basis.

  * Bridge Loan:         The DIP credit agreement contains an
                         affirmative covenant that requires the
                         proceeds of the DIP facility to be used
                         to repay a DIP bridge loan, which had a
                         principal balance of $1,050,000 on the
                         Petition Date.

  * Milestones:          Footwear & Massif Bidding Procedures
                         Order by Aug. 5, 2014;

                         Footwear and Massif Sale Orders by
                         Aug. 27, 2014; and

                         Footwear and Massif Closings by
                         Sept. 12, 2014.

The DIP Facility contemplates providing the DIP Lender with
priming liens on the liens granted to the prepetition secured
lender and subordinated lender GGC Tactical Debt Holdings, LLC, as
the payee under the 12 secured promissory note dated as of Oct. 5,
2012, in the original principal of $7 million.  The Debtors intend
to provide the prepetition secured lender and subordinated lender
adequate protection, which include liens in all DIP collateral and
cash collateral, and to the extent of any diminution in value of
their prepetition security interests, superpriority administrative
claims.

The Debtors want a final hearing by Aug. 8 for the Court to
consider entry of a final order authorizing the DIP facility.

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk LLC as
claims and noticing agent.

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


TACTICAL INTERMEDIATE: Proposes to Pay Critical Vendors
-------------------------------------------------------
Tactical Intermediate Holdings, Inc., and its debtor-affiliates
seek approval from the bankruptcy court to make payments for
prepetition claims of critical vendors up to the amount of
$187,000 pursuant to an interim order and $197,000 on a final
basis.  The Debtors say that payment of any critical vendor claims
will be subject to a procurement policy designed to enable the
Debtors to continue to receive goods and services from vendors on
customary trade terms throughout the Chapter 11 cases.

The Debtors expect that $140,000 of the total amount requested
will be utilized to satisfy the critical vendor claims associated
with Massif, which will ultimately be assumed in the Massif asset
purchase agreement, with $137,000 of that amount being expended
during the first 21 days of the Chapter 11 cases.

The Debtors have filed a separate motion to pay the prepetition
claims of lien claimants.  To the extent the lien claimants and
the critical vendor motions are granted, the Debtors will not
satisfy more than $1.33 million of total prepetition obligations
relating to the lien claimants and critical vendors combined.

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk LLC as
claims and noticing agent.

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


TACTICAL INTERMEDIATE: Proposes Prime Clerk as Claims Agent
-----------------------------------------------------------
Tactical Intermediate Holdings, Inc., and its debtor-affiliates
ask the bankruptcy court for permission to employ Prime Clerk LLC
as claims and noticing agent.

The firm's claims and noticing rates are:

    Professional                Hourly Rates
    ------------                ------------
    Analyst                         $32
    Technology Consultant           $85
    Consultant                      $94
    Senior Consultant              $125
    Director                       $170

The firm's solicitation, balloting and tabulation rates are:

    Professional                Hourly Rates
    ------------                ------------
    Solicitation Consultant        $170

The firm's fax noticing services will cost $0.07 per page,
although e-mail noticing will be free of charge.  The firm will
charge at its standard hourly rates for inputting proofs of claim
and ballots.  The firm will charge $10.0 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $5,000.

Michael J. Frishberg, the co-president and COO, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk LLC as
claims and noticing agent.

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


TACTICAL INTERMEDIATE: Meeting to Form Creditors Panel on July 18
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 18, 2014, at 10:00 a.m. in
the bankruptcy case of Tactical Intermediate Holdings, Inc., et
al.  The meeting will be held at:

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

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

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

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

                   About Tactical Intermediate

Tactical Intermediate Holdings, Inc., and its affiliates'
operations are comprised of two major lines of business -- a
footwear line, and a fabric and clothing line, including flame
resistant material ("Massif").

Footwear is comprised of the Altama group ("Altama") and the
Wellco Group ("Wellco").  Wellco was founded in 1941 and
manufactures and sells combat boots, primarily for the United
States Military as well as commercial uniform and work boots for a
variety of customers.  Altama was founded in 1969 and manufactures
and sells boots for the United States and international militaries
as well as for federal, state and local agencies, military
schools, police, uniform shops and Army/Navy retailers.

Headquartered in Ashland, Oregon, Massif was founded in 1999 by a
group of veteran search and rescue team members and alpine
climbers who believed that the options for sanctioned fire
resistant protective gear at the time were too limited.  Massif is
a world leader in supplying flame resistant and high performance
outdoor apparel to the military, law enforcement, search and
rescue professionals, and the wildland firefighting community.

Tactical Intermediate Holdings, Inc., and its affiliates sought
Chapter 11 protection in Delaware on July 8, 2014, with plans to
quickly sell their assets.

Judge Kevin Gross is assigned to the Chapter 11 cases.  The
Debtors have requested joint administration of the cases under
Case No. 14-11659.

The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as
counsel, FTI Consulting, Inc., as financial advisor, Houlihan
Lokey Capital, Inc., as investment banker, and PrimeClerk as
claims and noticing agent.

Massif Apparel Enterprises LLC, the entity formed by Sun Capital
Partners Group V LLC, to serve as stalking horse bid for Massif's
assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and
Gregory F. Fesce, Esq., at Kirkland & Ellis LLP.


TARGUS GROUP: S&P Cuts CCR to B- on Expected Thin Covenant Cushion
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anaheim, Calif.-based Targus Group International Inc. to
'B-' from 'B'.  The outlook is negative.

S&P also lowered its issue-level rating on the $190 million senior
secured term loan due 2016 to 'B-' from 'B'.  The recovery rating
is unchanged at '4', indicating S&P's expectation for average (30%
to 50%) recovery in the event of payment default.

"We believe the company could face further headwinds due to fewer
laptop and tablet sales resulting in fewer case and accessory
purchases," said Standard & Poor's credit analyst Stephanie
Harter.  "The downgrade reflects our view that continued weak
operating performance could persist, resulting in the covenant
cushion declining and remaining below 10% due to several covenant
test ratio stepdowns occurring in the next several quarters, which
would constrain liquidity."

S&P's assessment of the company's "highly leveraged" financial
risk profile incorporates its high debt burden.  S&P's assessment
of the company's "vulnerable" business risk profile includes
Targus' narrow product focus, participation in the highly
competitive and fragmented computer case and accessories industry,
and heavy reliance on new product launches and consumer spending.
However, S&P believes Targus benefits from favorable long-term
growth prospects for notebook computer and other mobile electronic
device sales globally.

S&P could lower its ratings if business conditions, liquidity, or
credit protection measures weaken such that it appears that
covenants will be breached and that the company will undertake a
restructuring plan absent waivers or a cure from its owners.


THREE FORKS: Incurs $725K Net Loss for First Quarter
----------------------------------------------------
Three Forks, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $725,450 on $491,458 of total revenues
for the three months ended March 31, 2014, compared with a net
loss of $359,867 on $nil of total revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $6.46
million in total assets, $2.13 million in total liabilities, and
stockholders' equity of $4.32 million.

The Company has reported an accumulated deficit of $3,233,942.  At
March 31, 2014, the Company has current assets of $458,484,
including cash and cash equivalents of $74,275 and current
liabilities of $1.83 million.  To the extent the Company's
operations are not sufficient to fund the Company's capital and
current growth requirements the Company will attempt to raise
capital through the sale of additional shares of stock.  At the
present time, the Company cannot provide assurance that it will be
able to raise funds through the further issuance of equity in the
Company.  These conditions raise 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 at:

                       http://is.gd/kLHoew

Three Forks, Inc., based in Broomfield, Colorado, is engaged in
the acquisition, exploration, development, and production of oil
and gas properties.  The Company currently has oil and gas
projects in Texas, Oklahoma, and Louisiana.


TRIANGLE USA: Moody's Rates New $350MM Sr. Unsecured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Triangle
USA Petroleum Corporation (TUSA), including a B3 Corporate Family
Rating (CFR), a Caa1 rating to its proposed offering of $350
million senior unsecured notes due 2022, and a SGL-3 Speculative
Grade Liquidity Rating. The proceeds will be used for debt
refinancing, capital spending, to repay $40 million to its parent
company, Triangle Petroleum Corporation (TPLM), which was
previously contributed to TUSA in connection with the company's
recently closed acquisitions, and general corporate purposes. The
rating outlook is stable.

"The company has largely financed its initial acreage acquisitions
and production through TPLM funding and bank debt, while this
notes offering will layer in an incremental source of capital to
fund its growing operations in the Williston Basin," commented
Amol Joshi, Moody's Vice President.

Rating Assignments:

$350 Million Senior Unsecured Notes due in 2022, Rated Caa1
(LGD 5)

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

TUSA's B3 CFR reflects the company's relatively small size in
terms of production and reserves, concentration in the Bakken
Shale, and its limited operating history. The rating is supported
by the company's strong cash margins from the high oil content of
its production, the embedded growth potential in its Bakken
acreage and the relatively high operational control over its well
completion through RockPile Energy Services LLC, TPLM's wholly-
owned subsidiary, and oil & gas gathering activities through
Caliber Midstream Partners, L.P., TPLM's 32%-owned joint venture
with First Reserve. The rating also incorporates the risks of the
high capital spending needed to grow production and further
capitalize on the oil potential of its acreage. TUSA expects to
outspend cash flow in 2014 and beyond, likely debt funding this
capital spending in excess of operating cash flow as it continues
to grow production. Nevertheless, we expect debt leverage metrics
to remain moderate relative to similarly rated peers because of
the rising production.

The SGL-3 Speculative Grade Liquidity rating is based on Moody's
expectation that TUSA will have adequate liquidity through the
middle of 2015. The company's $403 million borrowing base is
expected to be reduced by $72.5 million due to the new notes
issuance. The company is expected to have approximately $310
million of availability following the notes offering and revolver
borrowing repayment, under its roughly $330 million borrowing base
revolver due 2018. Financial covenants under the facility are debt
/ EBITDAX of no more than 4.0x and a current ratio of at least
1.0x. We expect TUSA to remain in compliance with these covenants
based on current capital spending plans. As the company adds more
reserves, the borrowing base is expected to grow over time. There
are no debt maturities until 2018 when the credit facility
matures. Substantially, all of TUSA's oil and gas assets are
pledged as security under the facility, which limits the extent to
which asset sales could provide a source of additional liquidity
if needed.

The Caa1 rating on the $350 million senior unsecured notes
reflects the size of the senior secured revolver's potential
priority claim relative to the senior unsecured notes, which
results in the notes being rated one notch beneath the B3 CFR
under Moody's Loss Given Default Methodology. If the borrowing
base increases significantly in the future, the notes rating could
be pressured because of the increasing proportion of secured debt
relative to unsecured debt in the capital structure.

The stable outlook is based on Moody's expectation that TUSA
achieves its production growth forecast and maintains its superior
oil-weighted cash margins.  "We expect debt leverage metrics to
remain moderate barring any debt-funded acquisitions, as
production growth outpaces the incremental debt used to finance
the expected levels of negative free cash flow. In order for the
ratings to be upgraded to B2, TUSA will need to show growth in
production and reserves while strengthening its financial leverage
metrics. The ratings could be upgraded following a proven track
record of disciplined growth resulting in average daily production
exceeding 20,000 boe/day, while debt/ average daily production is
sustained below $45,000 per boe and retained cash flow/debt is
sustained above 40%. A material increase in financial leverage
could trigger a negative rating action. The company's ratings
could be downgraded if debt/average daily production exceeds
$55,000 per boe or retained cash flow/debt falls below 20% on a
sustained basis," Moody's said.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Triangle Petroleum USA Corporation is a wholly-owned subsidiary of
publicly-listed Triangle Petroleum Corporation, and is an
exploration and production company with operations in the Bakken
Shale. TUSA is headquartered in Denver, CO.


TRIANGLE USA: S&P Assigns 'B' CCR & Rates Sr. Unsec. Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Denver, Colo.-based Triangle USA Petroleum Corp.
The outlook is stable.

At the same time, S&P assigned its 'CCC+' issue rating to Triangle
USA's proposed $350 million senior unsecured notes due 2022.  The
recovery rating is '6', indicating S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default, albeit at
the high end of the range.

S&P expects net proceeds from the debt offering will be used to
refinance Triangle USA's existing debt and to repay acquisition
capital provided by its parent, Triangle Petroleum Corp.

"The stable outlook on Triangle USA Petroleum Corp. reflects our
expectation that Triangle USA's operational performance will
continue to expand production as it develops the reserves in the
Williston basin while maintaining solid profitability and adequate
liquidity," said Standard & Poor's credit analyst Mark Salierno.

S&P could lower the rating if debt leverage exceeds 4x on a
sustained basis or if liquidity were to erode with no near-term
solution.  Both of these scenarios would likely follow weak
drilling results combined with a prolonged period of realized
crude oil prices below $70 per barrel.  In addition, S&P could
also consider a lower rating if weaker-than-expected profitability
causes S&P to reassess the business risk profile to "vulnerable"
from "weak".  S&P could also lower the ratings if Triangle USA
were to pursue a more aggressive financial policy.

Although unlikely in the next year, an upgrade could be considered
if Triangle USA meaningfully expands its reserve base and
production output while maintaining credit measures close to
current levels and more closely aligning capital spending with
cash flow to preserve adequate liquidity.  This could occur if
Triangle USA can successfully execute its growth strategy and more
than double current daily production output while the price of
crude oil continues to exceed $90 per barrel.


UMED HOLDINGS: Incurs $465K Net Loss for Q1 Ended March 31
----------------------------------------------------------
UMED Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $465,974 on $7,882 of sales for the three
months ended March 31, 2014, compared with a net loss of $639,701
on $5,804 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.13
million in total assets, $3.45 million in total liabilities, and a
stockholders' deficit of $1.33 million.

The Company's recurring net losses and inability to generate
sufficient cash flows to meet its obligations and sustain its
operations raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/ybpUBS

UMED Holdings, Inc., is a Fort Worth, Texas-based global
diversified holding company that owns and operates businesses in a
variety of industries including energy, oil and gas, aerospace,
food and beverage, and mining.


UNITED AIRLINES: Hawaii Ground Workers Vote for Concessions
-----------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
United Continental Holdings Inc., which on July 7 said it would
outsource about 635 baggage and customer-service jobs at 12
airports to vendors to save money, has reached a different
solution with 236 employees working at three airports in Hawaii:
the workers there voted to accept concessions to keep their jobs.

According to the report, the International Association of
Machinists union, which represents United airport workers, said
the employees at Kona, Lihue and Kahului airports in Hawaii
"overwhelming" voted to accept the givebacks, easily reaching the
required two-thirds majority called for in the labor contract.
The employees agreed to reduced wage rates, suspension of company-
matching contributions to their 401(k) plans and scheduling
flexibility, the union said, the Journal related.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


UNITED AMERICAN: Incurs $423K Net Loss for Q1 Ended March 31
------------------------------------------------------------
United American Petroleum Corp. filed its quarterly report on Form
10-Q, disclosing a net loss of $423,850 on $137,185 of total
revenue for the three months ended March 31, 2014, compared with a
net loss of $115,666 on $136,396 of total revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.21
million in total assets, $1.81 million in total liabilities, and a
stockholders' deficit of $601,819.

The Company has incurred a net loss and negative operating cash
flows since inception through March 31, 2014.  These factors raise
substantial doubt about the Company?s ability to continue as a
going concern.

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

                       http://is.gd/rWkVUA

Austin, Tex.-based United American Petroleum Corp. is an
exploration company engaged in the acquisition, exploration,
development and production of oil and gas properties.  Its
principal business is the acquisition of leasehold interests in
petroleum and natural gas rights, either directly or indirectly,
and the exploitation and development of properties subject to
these leases.  Its primary focus is to develop its properties that
have potential for near-term production.  The Company also
provides operational expertise for several third-party well owners
out of its operation base in Austin, Texas.  It currently has
proved reserves in the State of Texas.

                        *     *     *

MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt
about United American Petroleum's ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


UNIVERSAL COOPERATIVES: Lowenstein Sandler Named Panel's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Universal
Cooperatives, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Lowenstein Sandler LLP as counsel to the
Committee, effective May 28, 2014.

The Committee requires Lowenstein Sandler to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under section 1102 of the Bankruptcy Code;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' business, potential
       claims and any other matters relevant to the case, to the
       sale of assets and to the formulation of a plan of
       reorganization;

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in this Chapter 11 case
       and with respect to the process for approving or
       disapproving a disclosure statement and confirming or
       denying confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protecting the interests of
       those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein Sandler will be paid at these hourly rates:

       Partners/Principals of the Firm        $500-$985
       Senior Counsel and Counsel             $385-$685
       Associates                             $275-$480
       Paralegals and Assistants              $160-$270

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

Sharon L. Levine, partner of Lowenstein Sandler, 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.

Lowenstein Sandler can be reached at:

       Sharon L. Levine, Esq.
       LOWENSTEIN SANDLER LLP
       65 Livingston Avenue
       Roseland, NJ 07068
       Tel: (973) 597-2500
       Fax: (973) 597-6247
       E-mail: slevine@lowenstein.com

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


UNIVERSAL COOPERATIVES: Venable LLP Okayed as Panel's Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Universal
Cooperatives, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Venable LLP as co-counsel to the Committee,
effective Jun. 3, 2014.

The Committee requires Venable LLP to:

   (a) assist and advise the Committee in its discussions with the
       Debtors and other parties-in-interest regarding the overall
       administration of these cases, including with respect to
       any sale of the Debtors' assets;

   (b) represent the Committee at hearings to be held before the
       Court and communicating with the Committee regarding the
       matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with the Court by parties-
       in-interest in these Cases; advising the Committee as to
       the necessity, propriety, and impact of the foregoing upon
       the Debtors' Chapter 11 cases; and consenting or objecting
       to pleadings or orders on behalf of the Committee, as
       appropriate;

   (e) assist the Committee in preparing applications, motions,
       memoranda, proposed orders, and other pleadings as may be
       required in support of positions taken by the Committee,
       including all trial preparation as may be necessary;

   (f) confer with the professionals retained by the Debtors and
       other parties-in-interest, as well as with other
       professionals as may be selected and employed by the
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other parties-in-
       interest in these cases;

   (h) participate in examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors or other resolution of these Chapter 11 cases;

   (j) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (k) assist the Committee generally in performing other legal
       services as may be desirable or required for the discharge
       of the Committee's duties pursuant to Bankruptcy Code
       Section 1103.

Venable LLP will be paid at these hourly rates:

       Partners               $490-$1,080
       Of Counsel             $450-$825
       Associates             $295-$595
       Paralegals             $170-$345

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

Jamie L. Edmonson, partner of Venable 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.

Venable LLP can be reached at:

       Jamie L. Edmonson, Esq.
       VENABLE LLP
       1201 North Market Street, Suite 1400
       Wilmington, DE 19801
       Tel: (302) 298-3535
       Fax: (302) 298-3550
       E-mail: jledmonson@venable.com

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


UNIVERSAL COOPERATIVES: EisnerAmper Okayed as Panel's Accountants
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Universal
Cooperatives, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain EisnerAmper LLP as accountants and financial
advisors to the Committee, effective May 30, 2014.

The Committee requires EisnerAmper LLP to:

   (a) analyze the financial operations of the Debtors pre- and
       post-petition as necessary;

   (b) perform forensic investigating services as requested by the
       Committee and counsel regarding pre-petition activities of
       the Debtors in order to identify potential causes of action
       as necessary;

   (c) perform claims analysis for the Committee, as necessary;

   (d) verify the physical inventory of supplies, equipment and
       other material assets and liabilities, as necessary;

   (e) assist the Committee in its analysis and review of monthly
       statements of operations to be submitted by the Debtors;

   (f) analyze the Debtors' budgets, cash flow projections, cash
       disbursements, restructuring programs, selling and general
       administrative expense structure and other reports or
       analyses prepared by the Debtors or its professionals in
       order to advise the Committee on the status of the Debtors'
       operations;

   (g) analyze transactions with insiders, related and affiliated
       companies;

   (h) prepare and submit reports to the Committee as necessary;

   (i) assist the Committee in its review of the financial aspects
       of a plan of reorganization to be submitted by the Debtors;

   (j) attend meetings of Creditors and conferences with
       representatives of the creditor groups and their counsel;

   (k) prepare hypothetical orderly liquidation analyses, as
       necessary;

   (l) monitor, participate in and consult with the Committee in
       regard to the marketing and sale of any of the Debtors'
       assets as necessary;

   (m) analyze the tax ramifications of any proposed transactions
       with non-debtor, foreign subsidiaries as necessary;

   (n) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Bankruptcy Court
       approval including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtors' assets,
       management compensation and retention and severance plans;

   (o) provide assistance, including expert testimony, and
       analysis in support of potential litigation that may be
       investigated and prosecuted by the Committee as necessary;
       and

   (p) any other services in which the Committee requests its
       Accountants and Financial Advisors to perform.

EisnerAmper LLP will be paid at these hourly rates:

       Directors/Partners                  $425-$590
       Managers/Senior Managers            $280-$420
       Associates/Seniors                  $160-$275
       Paraprofessionals                   $130-$160
       Allen D. Wilen, Partner             $520
       Edward A. Phillips, Partner         $520
       William J. Pederson, Director       $470
       Eugene Simon, Senior Manager        $370
       Ryan W. Farley, Manager             $280
       Various Associates as needed        $160-$275
       Stephanie Prinston,
       Paraprofessional                    $160

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

Allen D. Wilen, partner of EisnerAmper 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.

EisnerAmper LLP can be reached at:

       Allen D. Wilen
       EISNERAMPER LLP
       111 Wood Avenue South
       Iselin, NJ 08830
       Tel: (732) 243-7000

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


USEC INC: Plan Terms Approved, Confirmation Hearing on Sept. 5
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on July 7, 2014, approved the disclosure
statement explaining USEC Inc.'s plan of reorganization after
determining that the plan outline contains adequate information as
required by Section 1125 of the Bankruptcy Code.

The Confirmation Hearing is scheduled for Sept. 5, 2014, at 1:00
p.m. (Eastern time).  The Plan Objection Deadline is Aug. 22, and
the deadline for filing a reply to objections to confirmation of
the Plan, if any, is Sept. 2.

USEC filed the Disclosure Statement describing the Plan of
Reorganization with the court on March 5, 2014, and updated it on
June 19.  No objections were raised prior to the July 7 hearing.
The solicitation package, including the Disclosure Statement and
ballot, will be sent to those entitled to vote as of the record
date of July 3, 2014.  The deadline for voting is August 11.

The two classes of voting creditors will be asked to vote on the
Plan of Reorganization during a 30-day voting period that is
expected to begin July 12.  USEC filed a pre-arranged case under
Chapter 11 of the United States Bankruptcy Code on March 5.  The
Plan of Reorganization is supported by the holders of
approximately 66 percent of the principal amount of the $530
million of notes outstanding.  The Plan of Reorganization is also
supported by the two holders of the Company's preferred equity who
will also be entitled to vote on the Plan of Reorganization.  The
holders of USEC's common equity are assumed to have rejected the
Plan and, thus, the votes of such holders will not be solicited
during the upcoming period.

Following the voting period, the Plan of Reorganization is
expected to be reviewed by the court at a confirmation hearing
scheduled for September 5.

"We have made steady progress in recent months to restructure USEC
and we anticipate emerging from Chapter 11 protection with an
improved balance sheet," said John K. Welch, USEC president and
chief executive officer.

"We are taking many steps in advance of emerging as a restructured
company.  We are working closely with Oak Ridge National
Laboratory to continue the demonstration of the American
Centrifuge technology.  Our Kentucky employees have done an
outstanding job of preparing the Paducah Gaseous Diffusion Plant
for de-lease and return to the U.S. Department of Energy in
October.  And we continue our record of delivering low enriched
uranium to our nuclear utility customers, on time and within
specifications," Mr. Welch said.

As reported by the Troubled Company Reporter on March 21, 2014,
the Plan proposes, and its terms embody, a prearranged
restructuring of the Debtor's obligations under (a) its 3.0%
convertible senior unsecured notes due 2014, and (b) its preferred
stock.  Specifically, the Plan provides that, among other things,
each holder of an allowed noteholder claim will receive its
pro rata share of (i) 79.04% of the new common stock issued under
the Plan, (ii) cash equal to the amount of the interest accrued on
the old notes from the date of the last interest payment made by
the Debtor before the Petition Date to the Effective Date, and
(iii) new notes to be issued under the Plan in the aggregate
principal amount of $200 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported on July 2 that USEC more than doubled in July 1's
trading, closing at $7.39, a day after the bankrupt producer of
enriched uranium for nuclear power plants reported an operating
loss of $7.2 million and negative net operating cash flow of $4.9
million in May.  Mr. Rochelle noted that for a company like USEC
in bankruptcy, a significant stock price implies there is
sufficient value for creditors to be paid in full.  The bond
market on July 1 wasn't in agreement with the stock market about
USEC's value, Mr. Rochelle said.  On July 1, USEC's $530 million
in convertible notes traded several times between 27 cents and 30
cents on the dollar, the Bloomberg report said, citing Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

Prior to the Disclosure Statement hearing, USEC revised its plan
outline twice -- on June 19, a full-text copy of which is
available at http://is.gd/P5xNy6and on July 3, a full-text copy
of which is available at http://is.gd/ORjVVK

                          About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VISION INDUSTRIES: Posts $1.12-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Vision Industries Corp. filed its quarterly report on Form 10-Q
disclosing a net loss of $1.12 million on $nil of revenue for the
three months ended March 31, 2014, compared with a net loss of
$1.15 million on $nil of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.25
million in total assets, $3.16 million in total liabilities, and a
stockholders' deficit of $1.9 million.

The Company does not generate any revenue, and has negative cash
flows from operations, which raise 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 at:

                       http://is.gd/AJeKDE

                     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.


WELLNESS CENTER: Incurs $3.92-Mil. Net Loss for March 31 Quarter
----------------------------------------------------------------
Wellness Center USA, Inc., filed its quarterly report on Form 10-Q
disclosing a net loss of $3.92 million on $18,919 of total revenue
for the three months ended March 31, 2014, compared with a net
loss of $1 million on $51,593 of total revenue for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $6.04
million in total assets, $833,715 in total liabilities, and
stockholders' equity of $5.21 million.

The Company had an accumulated deficit at March 31, 2014, a net
loss and net cash used in operating activities for the reporting
period then ended.  These factors raise 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 at:

                       http://is.gd/QxFN8O

Wellness Center USA, Inc. is in the healthcare and medical device
solutions business, engaged in providing treatment of brain-based
health disorders through subsidiary CNS Wellness Florida, LLC; and
manufacturing devices to treat skin diseases through Psoria-Shield
Inc.  Wellness Center is headquartered in Schaumburg, Illinois.


XTREME GREEN: Incurs $84K Net Income for Q1 Ended March 31
----------------------------------------------------------
Xtreme Green Electric Vehicles, Inc., filed its quarterly report
on Form 10-Q disclosing a net income of $84,819 on $342,731 of net
sales for the three months ended March 31, 2014, compared with a
net loss of $185,844 on $31,709 of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $1.44
million in total assets, $417,397 in total liabilities, and
stockholders' equity of $1.02 million.

The Company incurred net losses from inception through March 31,
2014; aggregating $11.24 million and has working capital of
$789,656 at March 31, 2014.  The Company's ability to continue as
a going concern is contingent upon its ability to secure
additional financing, increase ownership equity and develop
profitable operations.  In addition, the Company's ability to
continue as a going concern must be considered in light of the
problems, expenses and complications frequently encountered by
entrance into established markets and the competitive environment
in which the Company operates.

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

                       http://is.gd/qkg8oC

Xtreme Green Electric Vehicles, Inc., filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. D. Nev. Case No. 13-17266) on Aug. 22, 2013.  It is
expected that the Company will continue to operate its businesses
as "debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code.

The petition was signed by Neil Roth as president.  The Debtor
disclosed assets of $253,585 and liabilities of $5,210,832.
Lenard E. Schwartzer, Esq., at SCHWARTZER & MCPHERSON LAW FIRM
-- bkfilings@s-mlaw.com  -- serves as the Debtor's counsel.  Judge
Mike K. Nakagawa presides over the case.

Las Vegas, Nev.-based Xtreme Green Electric Vehicles Inc. has
developed a line of electric powered products such as personal
mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles
and scooters.  The Company's product line is based on its
proprietary "green" energy management system and electric
propulsion system.  These products have the power and ability of
gas powered engines, but without the particulate pollution or
noise pollution.


YARWAY CORP: Needs Until October to File Reorganization Plan
------------------------------------------------------------
Yarway Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to extend its exclusive period to file a Chapter 11
plan of reorganization through and including Oct. 22, 2014, and
solicit acceptances of the plan through and including Dec. 22.

The Debtor tells the Court that since April 2014, it has continued
to efforts to conduct meaningful negotiations on the terms of a
plan of reorganization among the Official Committee of Asbestos
Personal Injury Claimants, the Court-appointed legal
representative for future asbestos claimants, and the Debtor's
corporate affiliates.  The Debtor has also continued to evaluate
litigation options to be explored in the absence of a near-term
agreement on the terms of a consensual plan.  The requested
extension of the exclusive periods will allow the process to
continue, either in furtherance of a consensual plan process or
orderly litigation to address various issues among the parties,
the Debtors further tells the Court.

The hearing to consider approval of the extension request will be
held on July 30, 2014, at 9:00 a.m. (ET).  Objections are due
July 23.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


* Moody's Says U.S. High-yield Bond Covenant Declines in June
-------------------------------------------------------------
North American high-yield bond covenant quality declined
marginally in June following a slight improvement in May, Moody's
Investors Service says in a new report "Bond Covenant Quality Dips
Slightly in June After Improving in May." In June, the average
score worsened to 4.10 from the 4.07 it recorded in May, using
Moody's five-point scale in which 1.0 denotes strongest investor
protections and 5.0, the weakest.

"Since January, scores for 2014 have not shown any definitive
trend," says Moody's Alexander Dill, Vice President and Head of
Covenant Research.

Moody's notes that during June covenant quality worsened for Ba
rated bonds and Caa/C-rated, but improved for single B issuance.

Bonds rated Ba in June averaged a score of 4.26, a worsening from
their score of 4.15 in May but slightly stronger than their
historical average of 4.30. Issuance volume for bonds rated Ba was
lower in June, accounting for 28% of issuance, down from 35% in
May and the same as their historical average.

The average CQ score for bonds rated Caa/Ca at issuance worsened
to 4.35 in June, from 4.00 in May, but remained weaker than the
historical average of 3.53. Caa bonds accounted for only 14% of
June issuance, less than both the 18% share in May and their 22%
historical average.

In contrast, covenant quality of single B bonds improved
materially to 3.96 in June from 4.04 in May and close to the 3.98
they posted in April; they remained removed from their
significantly stronger 3.68 historical average. Single B bonds
comprised 58% of June issuance, a meaningful decrease from 47% in
May and above the historical average of 50%.

The weakest full high-yield bond package in June came from Gates
Global LLC with a CQ score of 4.76 for two tranches. Almost as
weak were the packages for West Corp., which received a 4.74
score, and Hillman Group Inc., which received a 4.61 score.

The most protective full high-yield packages came from Cenveo
Corp., which scored 2.41, followed by those for Altegrity Inc., at
2.57, and Outerwall Inc., at 2.85.


* Cornerstone Research Names Michael E. Burton President & CEO
--------------------------------------------------------------
Cornerstone Research, a provider of economic and financial
consulting and analysis in commercial litigation and regulatory
proceedings, on July 10 announced the appointment of Michael E.
Burton as President and CEO. Dr. Burton, formerly a Senior Vice
President, succeeds Cynthia L. Zollinger, who has held Cornerstone
Research's highest leadership position since January 2007.
Ms. Zollinger remains an officer of the firm and will assume the
post of Chair, succeeding James K. Malernee Jr.

This transition in Cornerstone Research's leadership position
reflects the firm's commitment to proactive succession planning.
"Mike was selected as our next President and CEO after careful
consideration, based on his exceptional leadership abilities and
his commitment to our vision and values," said Ms. Zollinger.

Dr. Burton joined Cornerstone Research in 2000 to help build the
firm's Washington, DC office, which has grown rapidly under his
leadership.  He has nearly 30 years of experience in economic and
financial consulting and analysis of liability and damages issues
arising in business litigation.  Dr. Burton has led Cornerstone
Research's work in numerous high-profile matters involving
antitrust, breach of contract, business valuation, intellectual
property rights, international arbitration, market manipulation,
and securities.

"Cindy has been outstanding together with our senior staff in
steering Cornerstone Research to the market-leading position that
it occupies today," Dr. Burton said.  "I am excited to build upon
this work. We're committed to maintaining the high levels of
expertise and excellent service that our clients have come to
expect from Cornerstone Research."

Ms. Zollinger expressed her appreciation for her years as the
firm's leader: "It has been a privilege and a pleasure to work
with the clients, experts, and staff of Cornerstone Research in
the position of CEO and President, and I look forward to
continuing my active role with the firm for years to come."

                     About Cornerstone Research

Cornerstone Research -- http://www.cornerstone.com-- provides
high-quality economic and financial consulting and expert
testimony in all phases of complex litigation and regulatory
proceedings.  The firm works with an extensive network of leading
authorities from academia and industry to identify the best-
qualified expert for each assignment.  Staff consultants bring
specialized knowledge and experience as well as a commitment to
produce outstanding results.  Currently marking its 25th
anniversary, Cornerstone Research has over 450 staff and offices
in Boston, Chicago, Los Angeles, Menlo Park, New York, San
Francisco, and Washington.


* BOOK REVIEW: Lost Prophets -- An Insider's History of the
               Modern Economists
-----------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge.  Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day.  He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy.  To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay."  Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued.  In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles.  It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right.  Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed.  For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s.  But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day.  Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle.  He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such.  "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics.  In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***