TCR_Public/140718.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 18, 2014, Vol. 18, No. 198

                            Headlines

261 EAST: Tyco Integrated Blocks Entry of Final Decree
ABTECH HOLDINGS: Has $1.51-Mil. Net Loss in March 31 Quarter
AC I INV MANAHAWKIN: Section 341(a) Meeting Held July 15
ADVENTURE ENTERTAINMENT: Case Summary & 20 Top Unsec. Creditors
AGFEED INDUSTRIES: Responses to Bid to Extend Exclusivity Filed

ALTERNET SYSTEMS: StarkShenkein Raises Going Concern Doubt
AMAYA GAMING: Moody's Assigns 'B2' Corporate Family Rating
AMAYA GAMING: S&P Assigns 'BB-' CCR & Rates $2BB Term Loan 'BB'
AMERICAN APPAREL: Effects Amendment to Rights Agreement
AMERICAN COMMERCE: Posts $60,000 Net Income in First Quarter

ANESTHESIA HEALTHCARE: Files Schedules of Assets and Liabilities
ANESTHESIA HEALTHCARE: Bank of North Georgia Wants Stay Lifted
ANESTHESIA HEALTHCARE: Premium Financing Deals With IPFS OK'd
ANESTHESIA HEALTHCARE: Has OK to Access Loans & Use Collateral
ANPATH GROUP: Incurs $4.7 Million Net Loss in Fiscal 2014

APOLLO MEDICAL: Issues 200,000 Options to Warren Hosseinion
AS SEEN ON TV: Chief Financial Officer to Quit
AURA SYSTEMS: Incurs $4 Million Net Loss in First Quarter
AUTOMATION CONTROL: Case Summary & 18 Largest Unsecured Creditors
AVIS BUDGET: Parent Downgrade Event No Impact on Moody's Rating

BANK OF THE CAROLINAS: Posts $1.52-Mil. Net Loss in First Quarter
BINGO.COM LTD: Has $352K Net Loss in First Quarter
BIOFUEL ENERGY: Has Rights Offering of $70-Mil. Common Shares
BONANZA CREEK: Moody's Rates $300MM Unsecured Notes 'B3'
BOULDER BRANDS: Upsized Loan No Impact on Moody's 'B1' CFR

CARDINAL RESOURCES: Amends 2013 Annual Report
CASA CASUARINA: Gets Court Approval to Replace Attorney
CELLULAR BIOMEDICINE: Incurs $446K Net Loss in First Quarter
CENTURYTOUCH LTD: Reports $82K Net Loss for First Quarter
CHA CHA ENTERPRISES: Has Standstill Accord With Mi Pueblo & NUCP

CHRYSLER GROUP: Consumers Want TRW To Indemnify Defect
CONSTAR INT'L: Seeks Extension of Exclusive Plan Filing Date
COPYTELE INC: Raises $4 Million in Registered Direct Offering
CROSSOVER FINANCIAL: Bankruptcy Judge Closes Case
CRUMBS BAKE SHOP: Section 341(a) Meeting Set on Aug. 13

CRYOPORT INC: To Issue 7.1 Million Shares Under Incentive Plan
CSM BAKERY: S&P Keeps 'B+' 1st Lien Debt Rating Over $157MM Add-On
DETROIT, MI: Police Union Agrees to Tentative Contract
DETROIT, MI: Art Valuation Little Help To 'Grand Bargain' Foes
DEWEY & LEBOEUF: Trustee Presses "Urgency" in Bankruptcy Claims

DIGITAL DOMAIN: Fla. Taps Conrad & Scherer to Recoup Funds
DOMUM LOCIS: Section 341(a) Meeting Scheduled for Aug. 22
EAGLE BULK: Incurs $22.59-Mil. Net Loss in Q1 Ended March 31
EL MONTE PUBLIC: S&P Lowers 2007 TABs Rating to 'BB+'
ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended

ENVISION SOLAR: Posts $1.02-Mil. Net Loss for March 31 Quarter
FIELD FAMILY: Has Interim Cash Collateral Access Until Sept. 22
FIRST DATA: Michael Neborak Named EVP and Director of Finance
FLINT, MI: Another Michigan City Pondering Bankruptcy
FUSION TELECOMMUNICATIONS: Hires KPMG as New Accountants

GEMINI HDPE: S&P Affirms Prelim. 'B+' Rating on $420MM Sr. Loan
GENCO SHIPPING: July 9 is Plan Effective Date
GENERAL CABLE: Moody's Lowers Corp. Family Rating to 'B2'
GENERAL MOTORS: Hires Law Firm to Review Litigation Practices
GILES-JORDAN: US Trustee Unable to Form Creditors' Committee

GLOBAL AVIATION: Extends Use of Cash Collateral
GLOBALINK LTD: Incurs $17K Net Loss in March 31 Quarter
GOWEX SA: Bankruptcy Filing Leaves Deals With Cities in Limbo
GRIDWAY ENEGRY: Proposes Aug. 26 as Claims Bar Date
GRIDWAY ENERGY: Taps Squire Patton as Bankruptcy Co-Counsel

GWG HOLDINGS: Sabes Brothers Could Lose Control of Company
HARRIS LAND: Settles MIB's Objection to Bid to Employ Broker
HARRIS LAND: Taps AGC-Alfermann to Provide Accounting Services
HDOS ENTERPRISES: Heads for July 29 Auction
HEDWIN CORPORATION: Panel Can Tap EisnerAmper as Accountant

HEDWIN CORPORATION: Proposes to Pay $240,000 to 2 Top Execs
HOUSTON FUEL: Moody's Rates $625MM Sr. Credit Facilities 'Ba2'
HOUSTON REGIONAL: Wants Until Aug. 6 to File Chapter 11 Plan
HOWREY LLP: Dist. Court Won't Stay Settlement Pending Appeal
INDEPENDENCE TAX IV: Posts 2.71-Mil. Net Loss in FY Ended March 31

INTELLICELL BIOSCIENCES: Rosen Seymour Dismissed as Accountants
INTERCEPT ENERGY: K.R. Margetson Ltd. Raises Going Concern Doubt
INTERNATIONAL FOREIGN: DiConza May Handle Special Claims Matters
INTERNATIONAL MANUFACTURING: Trustee Wants IMG Cash Collateral
INTERNATIONAL MANUFACTURING: Beverly McFarland as Ch 11 Trustee

INVENTIV HEALTH: Moody's Rates $475MM 2nd Lien Notes 'Caa2'
JACOBS FINANCIAL: Obtains $4.5 Million in Financing
JAMES RIVER: Creditors' Panel Taps Dexter Patton as Consultant
JAMMIN JAVA: Squar, Milner, et al. Raises Going Concern Doubt
KGHM INT'L: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR

KIDSPEACE CORP: Removes KNCG From Joint Administration
LATEX FOAM: U.S. Trustee Appoints 5-Member Creditors' Committee
LIVEDEAL INC: Posts $975K Net Loss for Q1 Ended March 31
LIVING HOPE SOUTHWEST: Pinewood Can't Intervene in Suit v. LHSE
LOFINO PROPERTIES: Gets Disclosure Statement Approved

LOFINO PROPERTIES: Ch. 11 Trustee Taps Gibbs as Special Counsel
LOVE CULTURE: Case Summary & 20 Largest Unsecured Creditors
M LINE HOLDINGS: Incurs $973-K Net Loss for March 31 Quarter
MEDIMPACT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
MEE APPAREL: Court Okays Hiring of Prime Clerk as Advisor

MF GLOBAL: Judge Keeps $20M J.C. Flowers Suit Alive
MF GLOBAL: PwC Can't Escape $1-Bil. Malpractice Suit
MINERALRITE CORP: Robison, Hill & Co. Raises Going Concern Doubt
MINI MASTER: Asks for Oct. 11 Extension of Plan Deadline
MINI MASTER: Patricia Varela-Harrison Withdraws as Counsel

MMODAL INC: To Exit Chapter 11 Within Three Weeks
MMODAL INC: Seeks OK of $50MM Exit Facility Commitment Letter
MOLYCORP INC: S&P Lowers Corp Credit Rating to CCC; Outlook Neg.
MOMENTIVE PERFORMANCE: Plan Filed, Disclosure Statement Approved
NATIVE WHOLESALE: To Present Plan for Confirmation July 28

NATROL INC: Can Pay Employees, But Trustee Bid Looms
NELSON EDUCATION: Moody's Withdraws Ca Corporate Family Rating
NEW LOUISIANA HOLDINGS: 11 Affiliates' Chapter 11 Case Summary
NEW MILLENNIUM MANAGEMENT: Principal Owner Fails to Halt Sale
NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter

NITRO PETROLEUM: Montgomery Coscia Raises Going Concern Doubt
NORTEL NETWORKS: Canada Arm Settles Euro Units' Bankruptcy Claims
OCULUS INNOVATIVE: Posts $6-Mil. Operating Loss in FY2014
PACIFIC SANDS: Amends March 31 Quarter Report
PACIFIC VECTOR: Subsidiaries File for Ch. 7 Bankruptcy Liquidation

PENINSULA GENERAL: Patient Care Ombudsman Discharged
PERPETUAL ENERGY: Moody's Assigns Caa1 Rating on C$100MM Notes
PERPETUAL ENERGY: S&P Raises CCR to 'B-' & Rates New Notes 'CCC+'
PRESSURE BIOSCIENCES: Releases Copy of the Investor Presentation
PRIME TIME: Has Until Oct. 11 to Decide on Leases

PRIME TIME: Exclusive Plan Filing Period Extended to Sept. 26
PRIME TIME: Court OKs Insurance Premium Finance Pact With FIFC
PRIME TIME: Has Nod to Continue Cash Collateral Use Until Sept. 26
QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale
QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale

RAIN CII CARBON: S&P Lowers CCR to 'B+'; Outlook Stable
REALOGY HOLDINGS: To Acquire ZipRealty for Approx. $166 Million
RESIDENTIAL CAPITAL: Court Junks Cozzolino's $193,274 Claim
RESIDENTIAL CAPITAL: Judge OKs Nearly $400MM in Professional Fees
RESTORGENEX CORP: Reports $1.38-Mil. Net Loss in March 31 Quarter

ROCKDALE RESOURCES: Reports $590K Net Loss in March 31 Quarter
ROCKWOOD SPECIALTIES: Moody's Reviews Ba1 CFR for Downgrade
SARKIS INVESTMENTS: Receiver Can Hire Franzel Robins as Counsel
SCOTTSDALE VENETIAN: Can Use FNB's Cash Collateral Until Aug. 31
SHRIMPBOAT RESTAURANT: Case Summary & 20 Top Unsecured Creditors

SKYLINE MANOR: Creditors' Panel Hires Pepper Hamilton as Counsel
SKYLINE MANOR: Baird Holm Okayed as Ch.11 Trustee's Counsel
SKYLINE MANOR: Section 341(a) Meeting Slated for July 17
SPINDLE INC: Reports $1.03-Mil. Net Loss in Q1 Ended March 31
STAFFORD LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating

STEVIA FIRST: Weinberg & Company Raises Going Concern Doubt
TACTICAL INTERMEDIATE: Gets Time to Find Boot Biz Buyer
TECHPRECISION CORP: Incurs $7.1 Million Net Loss in Fiscal 2014
TEM ENTERPRISES: Section 341(a) Meeting Continued to July 24
THINSPACE TECHNOLOGY: Incurs $25.92-Mil. Net Loss in First Quarter

TRANSCOASTAL CORP: Has $106K Net Loss in First Quarter
TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt
TRISTAR WELLNESS: Posts $3.57-Mil. Net Loss in March 31 Quarter
TWEETER HOME: Files First Amended Liquidation Plan
UNITED GILSONITE: Legal Representative Hires Claims Consultant

VAUGHAN COMPANY: Discovery Deadlines Moved in Suit v. Levann
VIGGLE INC: Launches Entertainment Rewards APP on Windows 8
VO ENTERPRISES: Voluntary Chapter 11 Case Summary
WEDCO MANUFACTURING: Not Liable to Mizell's Vacation Pay Claim
WESTERN ASBESTOS: Objections to Ch. 11 Trustees' Report Overruled

WHEATLAND MARKETPLACE: Wants Until Sept. 30 to File Ch. 11 Plan
WHITING PETROLEUM: S&P Puts 'BB+' Unsec. Debt Rating on Watch Neg
WINDSOR PETROLEUM: Moody's Cuts 7.84% Notes to Ca on Ch11 Filing
WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'D'
WIRELESS RONIN: Posts $1.08-Mil. Net Loss in March 31 Quarter

WORLDWIDE MIXED: Hearing on Case Dismissal Continued Until Aug. 20
XZERES CORP: Incurs $3 Million Net Loss in May 31 Quarter
YELLOWSTONE MOUNTAIN: Founder Must Pay $187.5M Loan Balance
YMCA OF MILWAUKEE: US Trustee Forms Five-Member Creditor's Panel
ZHEJIANG TOPOINT: Chapter 15 Case Summary

* American Express Accused by U.S. of Stifling Competition
* BlackRock, Pimco Sue Banks for Mortgage-Bond Trustee Role

* Bruce Feinstein Evaluates Importance of Ch.11 for Small Business
* Lawmakers Seek to Amend Bankruptcy Rules for Big Bank Collapses

* BOOK REVIEW: Risk, Uncertainty and Profit


                             *********

261 EAST: Tyco Integrated Blocks Entry of Final Decree
------------------------------------------------------
Tyco Integrated Security LLC filed an objection to 261 East 78
Realty Corporation's application in support of entry of final
decree on the basis that the Debtor failed to serve the
confirmation order containing the notice of administrative bar
date thereby violating TIS's due process rights associated with
approximately $46,364.56 in payments for goods and services
rendered.

TIS provided goods and services to the Debtor, including the
installation of fire, security, and CCTV systems, and the
maintenance and monthly monitoring of the systems.  Despite the
various prepetition contracts, TIS was not listed in the Debtor's
schedules, nor did TIS receive notice of the commencement of the
Debtor's bankruptcy case.  At the Debtor's request, TIS continued
to provide services to the Debtor on a postpetition basis, and the
parties also entered into various postpetition contracts for
additional goods and services.  Pursuant to TIS's books and
records, as of May 9, 2014, TIS is owed not less than $46,364.56
for goods and services provided to the Debtor pursuant to the TIS
contracts.

As reported by the Troubled Company Reporter on March 19, 2014,
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten
Wise & Wiederkehr, LLP, on behalf of the Debtor, asks the U.S.
Bankruptcy Court for the Southern District of New York to enter a
final decree closing the Debtor's Chapter 11 case.  Mr. Pasternak
said the Debtor has substantially consummated its Second Amended
Plan of Reorganization.

In its objection, TIS requests that the Court refrain from
entering the final decree in this case until TIS resolves a
dispute with the Debtor or determines that an entity other than
the Debtor is solely liable for the TIS Claim.

TIS submits that regardless of the status of the amounts due to
TIS on the TIS claim, either an administrative expense or a cure
claim, the TIS Claim should be paid in full by the Debtor.

The Confirmation Order set Feb. 28, 2014, as the administrative
expense claim bar date.  TIS said it was not served with
Confirmation Order, was unaware of the administrative expense
claim bar date, and, until very recently, remained unaware of the
Debtor's pending bankruptcy case.

TIS is represented by:

      Ravert PLLC
      Gary O. Ravert, Esq.
      116 West 23rd Street, 5th Floor
      New York, NY 10011
      Tel: (646) 961-4770
      Fax: (917) 677-5419
      E-mail: gravert@ravertpllc.com

                and

      Spilman Thomas & Battle, PLLC
      Sally E. Edison, Esq.
      One Oxford Centre
      Suite 3440
      301 Grant Street
      Pittsburgh, PA 15219
      Tel: (412) 325-3304

                         About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to the Plan, of which
$11,000,000 will be distributed to MB on account of its Allowed
Class 2 Claim and the balance will be used to make payments due
under the Plan.

Judge Gerber on Jan. 29, 2014, issued an order confirming 261 East
78 Realty's Second Amended Chapter 11 Plan of Reorganization after
determining that the Plan complies with the confirmation
requirements laid out in the Bankruptcy Court.


ABTECH HOLDINGS: Has $1.51-Mil. Net Loss in March 31 Quarter
------------------------------------------------------------
AbTech Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.51 million on $75,258 of net revenues
for the three months ended March 31, 2014, compared with a net
loss of $1.43 million on $99,537 of net revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.59
million in total assets, $5.72 million in total liabilities, and a
stockholders' deficit of $4.12 million.

The Company has not achieved a sufficient level of revenues to
support its business and has suffered substantial recurring losses
from operations since inception.  These factors raise substantial
doubt about the Company's ability to continue operations as a
going concern, according to the regulatory filing.

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

                       http://is.gd/9gboiT

Abtech Holdings, Inc. through its subsidiary, manufactures
products that remove some pollutants from water. The Company's
products remove hydrocarbons, sediment and other foreign elements
from still ponds, lakes and marinas or from flowing water such as
curbside drains, pipe outflows, rivers and oceans.


AC I INV MANAHAWKIN: Section 341(a) Meeting Held July 15
--------------------------------------------------------
The U.S. Trustee for Region 2 convened a meeting of creditors of
AC I Inv Manahawkin LLC and its affiliates on July 15, 2014.

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.

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June 4, 2014.  The petitions were signed by David Goldwasser, of
GC Realty Advisors LLC, managing member.  The Debtors estimated
assets of $50 million to $100 million and debts of $0 to $50
million.  Robinson Brog Leinwand Greene Genovese & Gluck, P.C.,
serves as the Debtors' counsel.  Judge Robert D. Drain presides
over the cases.

Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain.  NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on July 26, 2013.  First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014.  Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb.
18, 2014.


ADVENTURE ENTERTAINMENT: Case Summary & 20 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: Adventure Entertainment, LLC
           dba Jekyll & Hyde Club
        216 West 44th Street
        New York, NY 10036

Case No.: 14-12086

Chapter 11 Petition Date: July 16, 2014

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

Debtor's Counsel: Gerald C. Bender, Esq.
                  LOWENSTEIN SANDLER LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: (646)414-6803
                  Fax: (973)535-3275
                  Email: gbender@lowenstein.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donald Finley, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-12086.pdf


AGFEED INDUSTRIES: Responses to Bid to Extend Exclusivity Filed
---------------------------------------------------------------
BankruptcyData reported that Jefferies Leveraged Credit Products
and Claims Recovery Group filed with the U.S. Bankruptcy Court a
response and reservation of rights to AgFeed Industries' motion
for entry of a fifth order, pursuant to Section 1121(d) of the
Bankruptcy Code, further extending the exclusive periods for the
filing of a Chapter 11 plan and solicitation of acceptances
thereof.

According to BData, the Respondents explain, "Despite having filed
two disclosure statements, the Debtors, as plan proponents, have
yet to obtain a hearing date to consider either of these
disclosure statements. Nevertheless, the Debtors, by the motion
seek, yet again, an extension of the Exclusive Periods, despite
the fact that they have now filed two separate versions of a plan
and corresponding disclosure statement; sold substantially all of
their U.S. assets nearly one year ago and sold substantially all
of their foreign assets more than six months ago and are no longer
operating. By assignment, Jefferies is currently the holder of
record of approximately $4.4 million of claims ad CRG, holder of
record of approximately $2.9 million of claims, against AgFeed
Industries, USA....While the Respondents do not object to the
motion per se, the respondents do request that if the Motion is
granted, it be granted on two conditions -- namely, that the First
Amended Plan does not get materially changed from its current
iteration at least with respect to the treatment provided to the
holders of General Unsecured claims; and that this Motion be the
last extension of the Exclusive Periods afforded to the Debtors."

                      About AgFeed Industries

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

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

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

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

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

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

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

                          *     *     *

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

As reported by the Troubled Company Reporter on May 21, 2014, the
Debtors filed their First Amended Chapter 11 Plan of Liquidation
and accompanying disclosure statement.  The Plan is supported by
the Official Committee of Equity Security Holders.  A copy of the
Disclosure Statement is available for free at:

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


ALTERNET SYSTEMS: StarkShenkein Raises Going Concern Doubt
----------------------------------------------------------
Alternet Systems, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to Form 10-K on June 17, 2014,
for the year ended Dec. 31, 2013.

StarkSchenkein, LLP, expressed substantial doubt about Alternet
Systems, Inc.'s ability to continue as a going concern, citing
that the Company has suffered recurring losses from operations and
has a working capital and equity deficiencies.

The company reported a total comprehensive loss of $3.31 million
on $3,141 of revenues for the year ended Dec. 31, 2013, compared
with a comprehensive loss of $3.33 million on $1.36 million of
revenues for the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $2.07 million
in total assets, $7.55 million in total liabilities, and a
stockholders' deficit of $5.48 million.

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

                        http://is.gd/9BFadu

Miami, Florida-based Alternet Systems, Inc., has, since late 2009,
focused its investment and operational expertise on the mobile
value added services markets of mobile financial transactions and
security.


AMAYA GAMING: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Amaya Gaming Group,
Inc. ("AGG"). An SGL-2 Speculative Grade Liquidity rating and
stable rating outlook were also assigned to the company. AGG
provides products, services and systems to land-based and online
gaming operators and manufacturers electronic gaming machines
through several subsidiaries.

Moody's also assigned a B1 rating to Amaya B.V.'s ("ABV") $100
million 5-year first lien revolver and $2.0 billion first lien 7-
year term loan, and a Caa1 to its $800 million 8-year second lien
term loan. ABV is a newly created subsidiary and will be the
largest operating subsidiary of AGG.

Proceeds from the proposed bank facilities will be used to
partially fund AGG's pending acquisition of privately held Oldford
Group Limited ("OGL") for $5.05 billion, inclusive of up to a $550
million deferred payment due to the seller. Other funding sources
include $1.05 billion of perpetual paid-in-kind convertible
preferred stock issued, $642 million of common equity issued by
AGG, and cash on hand.

OGL owns operates two online poker brands, PokerStars and Full
Tilt Poker. Once acquired, OGL will become a wholly-owned
operating subsidiary of ABV. The proposed bank facilities will be
guaranteed by AGG and OGL.

This is the first time Moody's has assigned ratings to AGG. The
ratings are subject to receipt and review of final documentation
as well as the closing of the pending acquisition as currently
planned. The acquisition is subject to shareholder and regulatory
approval and is expected to close by September 30, 2014.

New ratings assigned to AGG:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

Speculative Grade Liquidity rating at SGL-2

Stable rating outlook

New Ratings assigned to ABV:

$100 million first lien 5-year revolver at B1 (LGD-3)

$2.0 billion first lien 7-year term loan at B1 (LGD-3)

$800 million second lien 8-year term loan at Caa1 (LGD-5)

Ratings rationale:

The B2 Corporate Family Rating considers AGG's high pro forma
consolidated leverage of approximately 7.5 times resulting from
the 11 times multiple AGG will pay to acquire OLG. AGG's pro forma
revenue will be about $1.3 billion, or seven times the amount of
its existing revenues. Although Moody's  expect AGG can reduce
leverage to about 6.5 times by the end of 2015 this level is still
high given AGG's narrow product focus and operating risks related
to integration and execution as well as the inherent risks and
uncertainty related to the evolving regulatory environment for
online gaming. Moody's expects the company's revenue and EBITDA
will grow at a rate of between 20% and 30% over the next two years
from a combination of organic growth and further market share
gains in online poker, and introduction of other real money casino
games, launch of sports betting and the deployment of new gaming
and lottery machines.

Moody's does not include the preferred stock in its leverage
calculation because the instrument has no maturity, is paid in
kind, has no cash put options and cannot cause a default under the
bank facilities. The leverage calculation does, however, include
the full potential deferred payment of $550 million.

The B2 Corporate Family Rating reflects a consolidated rating
approach given that AGG will guarantee the rated debt at its ABV
subsidiary, and will continue to guarantee the debt of Cadillac
Jack Inc, another of AGG's principal operating subsidiaries.
Cadillac Jack houses AGG's gaming machine business. On a pro forma
basis, online poker will account for about 88% of AGG's
consolidated revenues and earnings. AGG's gaming machine business
will account for the remainder.

AGG completed five acquisitions in the past few years (not
including the pending acquisition of OGL) and faces significant
execution risk associated with its plans to: (1) enter sports
betting where other dominant players are already operating; (2)
add other casino game content to its poker offering; (3) launch
social gaming; and (4) grow its gaming machine business.

The B2 Corporate Family Rating is supported by OLG's market
leading position in terms of revenue in online poker, and its
licenses to operate in all major jurisdictions where online poker
has been legalized. Moody's also expects that the popularity of
PokerStars and Full Tilt brands will result in increased player
retention, strong consolidated EBITDA margins at about 37% and
good interest coverage. Pro forma EBIT/interest is about 2.2
times.

In addition to AGG's relatively high EBITDA margins and small
depreciable asset base, the coverage metric benefits from the fact
that there is no interest or financing cost associated with the
potential contingent payment while the potential $550 million is
included as part of the leverage calculation.

The stable rating outlook incorporates AGG's SGL-2 Speculative
Grade Liquidity rating which indicates good liquidity -- EBITDA
should cover all capital and debt service requirements over the
next 12 to 18 month period -- and reflects Moody's view that AGG
will be able to profitably cross sell new on-line casino games and
sports betting to existing poker players with little capital
investment given the scalability of the company's online gaming
platforms.

Also considered with respect to the stable outlook is Moody's
understanding that pursuant to the merger agreement, until the
bank facilities mature or are repaid, the sellers agree to
standstill from enforcing their rights if the company is unable to
make the contingent payment. AGG has to build enough cash or issue
equity to meet its potential contingent payment obligation of up
to $550 million to the sellers of OGL by the earlier of July 17,
2017 or 30 months from the acquisition closing date.

Ratings could be downgraded if debt/EBITDA increases above 6.5
times or EBIT/interest drops below 2.0 times or if on-line gaming
demand declines for a sustained period and jeopardizes the
company's ability to reduce leverage or accumulate cash for the
purpose of making the contingent payment.

A higher rating is possible if the company demonstrates the
ability and willingness to achieve and maintain debt/EBITDA at or
below 4.5 times, maintain a very good liquidity profile, and the
outlook for the company's products and services remains stable. A
higher rating would also require a high level of comfort on
Moody's part that the contingent payment can be made as required
without compromising AGG's credit quality.

AGG provides products, services and systems to land-based and
online gaming operators and manufacturers electronic gaming
machines. As a result of the company's acquisition of OGL, AGG
will also own and operate Poker Stars and Full Tilt Poker online
poker brands. Pro forma revenue is about $1.3 billion.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology 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.


AMAYA GAMING: S&P Assigns 'BB-' CCR & Rates $2BB Term Loan 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate rating to Montreal-based Amaya Gaming Group
Inc.  At the same time, Standard & Poor's assigned its 'BB' issue-
level rating to the company's proposed US$2 billion term loan and
US$100 million revolver with a '2' recovery rating.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery in the event of payment default.  In addition,
Standard & Poor's assigned its 'B' issue-level rating to the
company's proposed US$800 million second-lien term loan with a '6'
recovery rating, indicating S&P's expectation of negligible (0%-
0%) recovery in the event of a payment default.

The company is using the proceeds from the issuance to fund a
portion of the US$4.9 billion acquisition of Rational Group's
gaming assets, including leading online poker sites PokerStars and
Full Tilt Poker.

"The ratings on Amaya reflect our view of the company's 'fair'
business risk profile, characterized by a strong share of the
growing online poker sector, limited product diversity, and good
profitability," said Standard & Poor's credit analyst Donald
Marleau.  S&P views the 'company's financial risk profile as
"aggressive," with high leverage pro forma for the acquisition
offset by strong expected free cash flow to support some debt
reduction.

Amaya operates several lines of business in the gaming industry,
with the largest earnings contribution expected from the recently
acquired online poker sites.  S&P's view of the company's fair
business risk profile is based on its significant share of growing
global online poker play.  S&P believes that Amaya's solid
position in several regulated markets supports the industry-
leading liquidity of its network, which is important for
attracting and retaining players.  S&P expects that increasing
regulation of online gaming around the world could provide a
catalyst for expanding the company's poker platforms, albeit at an
unsteady pace and with unclear competitive and earnings
implications.  Amaya also provides gaming technologies to
operators, but this business is relatively small with a modest
competitive position.

The stable outlook on Amaya reflects S&P's expectation that robust
cash flow from its leading position in online poker will support
the growth of its business into more diverse markets and new
gaming products.  S&P expects the company's free cash flow will
improve net debt to EBITDA to below 5x in 2015.


AMERICAN APPAREL: Effects Amendment to Rights Agreement
-------------------------------------------------------
A duly authorized committee of the Board of American Apparel,
Inc., approved an amendment to the Rights Agreement on July 9,
2014.  The Rights Amendment provides that no person will be deemed
to be an "Acquiring Person" as a result of:

   (i) the negotiation of and entry into the agreement
       contemplated by that certain term sheet, dated as of
       July 7, 2014, by and among the Company, Standard General
       L.P., Standard General Master Fund L.P., P Standard General
       Ltd. and Dov Charney;

  (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, 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."

The Company subsequently entered into the Support Agreement on
July 9, 2014 with Standard General L.P., Standard General Master
Fund L.P., P Standard General Ltd. and Dov Charney.

                      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 COMMERCE: Posts $60,000 Net Income in First Quarter
------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report disclosing net income
of $59,957 on $608,886 of net sales for the three months ended
May 31, 2014, as compared with a net loss of $48,123 on $677,085
of net sales for the same period in 2013.

American Commerce incurred a net loss of $169,061 on $2.66 million
of net sales for the year ended Feb. 28, 2014, as compared with a
net loss of $5,791 on $2.35 million of net sales during the prior
year.

The Company's balance sheet at May 31, 2014, showed $4.91 million
in total assets, $2.97 million in total liabilities and $1.93
million in total stockholders' equity.

"The Company has incurred substantial operating losses since
inception and has used approximately $42,600 of cash in operations
for the three months ended May 31, 2014.  Additionally, the
Company is in default on several notes payable," according to the
Company's Form 10-Q.

As previously reported, Messineo & Co., CPAs LLC, in Clearwater,
Florida, issued a "going concern" qualification on the
consolidated financial statements for the year ended Feb. 28,
2014.  The independent auditors noted that the Company has
recurring losses resulting in an accumulated deficit and is in
default of several notes payable.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

A full-text copy of the quarterly report on Form 10-Q filed with
the U.S. Securities and Exchange Commission is available for free
at http://goo.gl/GnTckT

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.


ANESTHESIA HEALTHCARE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Anesthesia Healthcare Partners, Inc., filed its schedules of
assets and liabilities in the U.S. Bankruptcy Court for the
Northern District of Georgia, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property           $19,632,440
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $8,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $12,550
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $3,315,166
                            -----------------   --------------
        TOTAL                     $19,632,440      $11,827,716

A copy of the Schedules is available for free at:

     http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_56_sal.pdf

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014.  The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock.


ANESTHESIA HEALTHCARE: Bank of North Georgia Wants Stay Lifted
--------------------------------------------------------------
Bank of North Georgia, a division of Synovus Bank, a creditor in
the Chapter 11 cases of Anesthesia Healthcare Partners, Inc., and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to lift the automatic stay to allow
the Bank to preserve its deficiency claim otherwise it will be
irreparably harmed by the continued imposition of the stay.

The Bank retains a security interest in real property lying in
Land Lot 230 of the 16th District, 2nd Section of Cobb County,
Georgia being 2.54 acres commonly known as 4211 JVL Industrial
Park Drive, Marietta, Georgia, by virtue of a Deed to Secure Debt
and Security Agreement dated executed by G&S Marietta Building,
LLC, on March 28, 2012.  G&S is indebted to the Bank on a certain
note and G&S has failed to make payments pursuant to the terms of
the note.  The Debtor is a tenant and it occupies the Property.
The Bank claims that the Debtor has not been tendering the
required rent payments to G&S.  The Bank intends to advertise the
Property for a non-judicial foreclosure sale as provided by the
terms of the Note and relevant Georgia law.

Debtor holds no title to the Property and it is not property of
the Bankruptcy Estate.  The filing of a Chapter 11 Petition does
not impose a stay to prevent a foreclosure of real property where
the Debtor holds no title and is a mere obligor, says the Bank.

According to the Bank, the Debtor has no equity in the Property
and it is not necessary for the adequate reorganization of Debtor.

The Debtor prays the Court enter an order that: (i) terminates the
stay with respect to the Property and the Debtor to allow the Bank
to exercise its foreclosure and dispossessory remedies; and (ii)
permits the Bank to file an application in the appropriate state
court naming Debtor to confirm any foreclosure sale.

A hearing will be held on July 31, 2014, at 2:30 p.m. to consider
the Bank's stay motion.

The Bank is represented by :

      David C. Whitridge, Esq.
      Thompson, O'Brien, Kemp & Nasuti, P.C.
      40 Technology Parkway South, Suite 300
      Norcross, Georgia 30092
      Tel: (770) 925-0111
      E-mail: dwhitridge@tokn.com

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014.  The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock.  In its schedules, the Debtor listed
$19,632,440 in total assets and $11,827,716 in total liabilities.


ANESTHESIA HEALTHCARE: Premium Financing Deals With IPFS OK'd
-------------------------------------------------------------
Anesthesia Healthcare Partners, Inc., and its debtor-affiliates
sought and obtained permission from the Hon. Wendy L. Hagenau of
the U.S. Bankruptcy Court for the Northern District of Georgia to
enter into two premium financing agreements with IPFS Corporation
to facilitate funding of premiums for the medical malpractice
insurance policy held by HBL Anesthesia Service, LLC, and the
professional liability policy held by Anesthesia Healthcare.

In their June 27, 2014 motion, the Debtors proposed to borrow
$57,153.20 and $157,222.00 to finance the premiums due on
HBL Anesthesia's medical malpractice policy and Anesthesia
Healthcare's professional liability policy.  The Debtors said that
absent approval of the agreements with IPFS to finance the
premiums due on the Debtors' liability policies, the Debtors will
have enormous exposure for uninsured claims for malpractice and
professional liability.  According to the Debtors, Anesthesia
Healthcare cannot fund the premiums due to the insurance companies
providing malpractice and professional liability coverage to the
Debtors.  A hearing on the Debtor's premium financing motion was
set for July 1, 2014.

On July 2, 2014, the Court entered an order authorizing the
Debtors to grant IPFS a first priority security interest in the
policies.  In the event that the Debtors default under the terms
of the agreement, IPFS is authorized to cancel the policies listed
in the agreement or any amendment thereto and receive and
apply the unearned or return premiums to the account of Anesthesia
Healthcare.

The full rights of IPFS pursuant to the agreement and controlling
state law will be fully preserved and protected and will remain
unimpaired by the pendency of this or any subsequent proceeding
under the Bankruptcy Code, the appointment of a trustee in this
case, or the conversion of the case to a case under Chapter 7.  In
the event that returned or unearned premiums or other amounts due
under the policies are insufficient to pay the total amount owing
by the Debtors to IPFS, any remaining amount owing to IPFS,
including reasonable attorneys' fees and costs, will be an
allowed claim in this case with priority as an administrative
expense, subordinate only to any administrative claim granted to
Suntrust.

Monies due under the agreement not otherwise satisfied through
returned or unearned premiums or through payment of an allowed
administrative claim filed by IPFS won't be subject to discharge
or release.  The lien granted to IPFS in connection with the
policies will be senior to any security interests and liens
granted to any other secured creditors in Anestheisa Healthcare's
case.

The Court also authorized the Debtor to enter into financing
agreements in the future with IPFS without further court order
under these terms:

      A. Copies of the proposed financing agreement will be
         forwarded to counsel for the Official Committee of
         Unsecured Creditors if any, and counsel to SunTrust
         Bank; and

      B. Unless the Debtors receive notice in writing from the
         Committee and the senior lender within five business
         days of receipt by the Committee and the senior lender
         of the financing agreement, Anesthesia Healthcare will
         proceed to enter into financing agreement.

SunTrust's security interests, liens, encumbrances, claims, super-
priority administrative expense claims and other protections
granted pursuant to DIP financing order will not be affected by
the premium financing except as set forth in the order.
Anesthesia Healthcare's assets have been pledged to SunTrust.

                    About Anesthesia Healthcare

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014.  The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock.  In its schedules, the Debtor listed
$19,632,440 in total assets and $11,827,716 in total liabilities.


ANESTHESIA HEALTHCARE: Has OK to Access Loans & Use Collateral
--------------------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia entered on July 14, 2014, a fifth
interim order authorizing Anesthesia Healthcare Partners, Inc.,
and its debtor-affiliates to use cash collateral and authorizing
post-petition financing.

The interim financing order will remain in effect until July 17,
2014.  A copy of the order is available for free at:

http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_93_cashcollord.pdf

Until further order of the Court or the consent of SunTrust Bank,
no more advances will be made available to the Debtors from
the DIP loan except for the purpose of covering any payroll
payments and related tax payments required to be made on or before
July 18, 2014, in the event cash collateral is insufficient to
make the payments.  A further hearing on the motions will be held
on July 17, 2014, at 9:30 a.m.

As of the Filing Date, the Debtors are jointly and severally
liable to several banks and other financial institutions and
lenders, and SunTrust, in its capacity as administrative agent for
the Lenders, in respect of the prepetition loan agreement in the
approximate aggregate principal amount of $8.5 million.

The Prepetition Lender asserts, and each Debtor stipulates that
the prepetition obligations are secured by valid, enforceable,
duly perfected liens and security interests granted by each Debtor
in all or substantially all of the Debtors' assets.

DIP Financing

On June 10, 204, the Debtors entered into a senior secured debtor-
in-possession loan agreement with SunTrust.  A copy of the
agreement is available for free at:

  http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_50_financing.pdf

A hearing was set for June 10, 2014, to consider the Debtor's
motion for court order allowing the Debtor to obtain DIP
financing.

Pursuant to the Agreement, the DIP Lender will provide the Debtors
a revolving credit facility in an aggregate principal amount of
$450,000.  The Debtors have agreed to provide the DIP Lender, in
each case, with liens on the collateral.

Each Debtor, on a joint and several basis, promises to pay the
principal amount of all outstanding loans on the final maturity
date, which is (i) Aug. 15, 2014; (ii) the consummation
of any sale of all or substantially all of the assets of the
Borrowers pursuant to Section 363 of the Bankruptcy Code,
(iii) if the final order has not been entered, the date that is 25
calendar days after June 10, 2014, the closing date, and (iv) the
date of the acceleration of the loans and the termination of the
commitment pursuant to Section 10.

The Debtors will have the right to make prepayments of principal
at any time or from time to time, provided that: (i) the Debtors
will give the DIP Lender irrevocable notice of each prepayment by
12:00 noon Atlanta, Georgia time on the date of prepayment of a
loan; and (ii) all prepayments of loans will be in a minimum
amount equal to the lesser of $25,000 or the unpaid principal
amount of this Agreement.

The Debtors, jointly and severally, promise to pay interest on the
unpaid balance of the principal amount of each loan for the period
commencing with the date of the loan was made and ending on the
Final Maturity Date at a floating rate per annum equal to the
prime rate applicable to the loan plus 5.50%.  After the
occurrence of an event of default, all outstanding principal will
bear interest from and including the date of the event of default
until paid in full at a rate per annum equal to the default rate,
such interest to be payable on demand.  Interest will be due and
payable on the Final Maturity Date and will be calculated on the
basis of a year of 360 days for the actual number of days elapsed.

Cash Collateral Use

In the Court's June 11, 2014 third interim order, the Court
allowed the Debtor to grant, in exchange for the Debtors' use of
cash collateral, the following adequate protection for any
diminution in the value of its interests in the prepetition
collateral from and after the filing date:

      (a) replacement liens;
      (b) if, and to the extent that, the replacement liens and
         adequate protection payments are insufficient to provide
         adequate protection for Prepetition Lender, the
         Prepetition Lender will be granted allowed superpriority
         claims against the Debtors' estates, with priority in
         payment over any and all administrative expenses, and
         will at all times be senior to the rights of each
         Debtor, and any successor trustee or any creditor, in
         the Chapter 11 cases or any subsequent proceedings under
         the Bankruptcy Code.  Other than the DIP superpriority
         claims, no cost or expense of administration asserted
         against the Debtors' will be senior to, or pari passu
         with, the Prepetition Lender superpriority claims;

     (c) the Debtors will pay the Prepetition Lender in an amount
         equal to all postpetition interest accruing after the
         Filing Date with respect to the prepetition obligations,
         with the interest to be calculated at the non-default
         contract rate at the Adjusted LIBO Rate for the
         applicable interest period in effect for each Eurodollar
         Loan plus 6.5%, as set forth in the prepetition loan
         agreement.  The Debtors will pay the Prepetition Lender
         the postpetition interest amounts reflected in the
         budget on or before the 15th of each month commencing
         June 15, 2014; and

     (d) the Debtors will pay the reasonable postpetition out-of-
         pocket costs and expenses incurred by the Prepetition
         Lender.  The Prepetition Lender consents to the deferral
         of payment until Aug. 15, 2014 of (i) postpetition
         interest on the prepetition loan otherwise to be due and
         payable on June 15, 2014, and July 15, 2014, and (ii)
         bank fees otherwise to be paid pursuant to the budget
         for the months of May, June and July, at which Aug. 15
         date any postpetition interest and bank fees deferred
         will then be due and payable.

Previous Interim Orders

On June 6, 2014, the Court entered a second interim order allowing
the Debtors' cash collateral use until June 10, 2014.  In the
third interim order dated June 11, 2014, the Court authorized the
Debtor to obtain DIP financing, and to use cash collateral until
Aug. 15, 2014.  On July 2, 2014, the Court entered its fourth
interim order, which stated that the interim financing order would
remain in effect until July 11, 2014.  A hearing was set for July
10, 2014, at 1:30 p.m.

Need for DIP loan and Use of Cash Collateral

The Debtors have an immediate need to obtain the DIP loan and use
cash collateral in order to, among other things, permit the
orderly continuation of the operation of their businesses and to
otherwise preserve the enterprise value of the Debtors' estates.
The Debtors' access to sufficient working capital and liquidity
through the use of cash collateral and advances under the DIP loan
is vital to a successful sale or reorganization of the Debtors,
and to otherwise preserve the enterprise value of the Debtors'
estates.  Immediate and irreparable harm will be caused
to the Debtors and their estates if immediate financing is not
obtained and permission to use cash collateral is not granted.

                    About Anesthesia Healthcare

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014.  The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock.  In its schedules, the Debtor listed
$19,632,440 in total assets and $11,827,716 in total liabilities.


ANPATH GROUP: Incurs $4.7 Million Net Loss in Fiscal 2014
---------------------------------------------------------
Anpath Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.74 million on $0 of revenues for the year ended March 31, 2014,
as compared with a net loss of $238,374 on $3,608 of revenues for
the year ended March 31, 2013.

As of March 31, 2014, the Company had $27,280 in total assets,
$375,939 in total liabilities and a $348,659 total stockholders'
deficit.

Malone Bailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
Anpath suffered losses from operations and has a working capital
deficiency, which raises substantial doubt about its ability to
continue as a going concern.

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

                        http://goo.gl/9CIP4I

                         About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., produces disinfecting, sanitizing
and cleaning products designed to help prevent the spread of
infectious microorganisms, while minimizing the harmful effects to
people, application surfaces and the environment.

The Company filed for Chapter 11 bankruptcy protection on May 20,
2010 (Bankr. D. Del. Case No. 10-11652), pursuant to which it
proposed a plan of reorganization.  Mark E. Felger, Esq., at
Cozen O'Connor, assists the Company in its restructuring effort.
The Company disclosed $1,548,646 in assets and $3,536,825 in
Liabilities in its schedules.

The Plan proposed a restructuring of the debt and other claims
against the Company vis-a-vis the interests of its current
shareholders.  Before it was filed, the Company sought the support
of its principal creditors for the Plan that was being proposed.
In connection with this initiative, a super-majority of the Senior
Secured Class of creditors, including Anpath Lending, and a super-
majority of the investors holding more than 50% of the Convertible
Notes all signed the Plan Support Agreement.

Anpath Group emerged from its Chapter 11 restructuring on
Dec. 23, 2010.

On Dec. 28, 2010, Anpath Group suspended its duty to file reports
with the SEC.  The Company, on Feb. 19, 2014, filed with the SEC a
Form 10 to register its securities.  As a result of the filing,
the Company is now obligated to file reports under Section 13 of
the Exchange Act.


APOLLO MEDICAL: Issues 200,000 Options to Warren Hosseinion
-----------------------------------------------------------
In connection with his service as an executive officer and member
of the Board of Directors of Apollo Medical Holdings, Inc., on
July 10, 2014, the Company issued options to purchase 200,000
shares of Common Stock of the Company to Dr. Warren Hosseinion,
which options will have an exercise price of $1.00 and will vest
evenly and monthly over a three year period from the date of the
option grant.

                        About Apollo Medical

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

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


AS SEEN ON TV: Chief Financial Officer to Quit
----------------------------------------------
Mr. Dennis W. Healey, As Seen On TV, Inc.'s chief financial
officer and a member of the Company's Board of Directors, tendered
his resignation from all positions with the company, to become
effective on Aug. 8, 2014.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.  The
Merger Agreement was completed on April 2, 2014.

The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.  The Company's balance sheet at
March 31, 2014, showed $5.78 million in total assets, $3.58
million in total liabilities and $2.20 million in total
stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

                         Bankruptcy Warning

"At March 31, 2014, we had a cash balance of $5,400, a working
capital deficit of approximately $2.9 million and an accumulated
deficit of approximately $22.9 million.  We have experienced
losses from operations since our inception, and we have relied on
a series of private placements and convertible debentures to fund
our operations.  The Company cannot predict how long it will
continue to incur losses or whether it will ever become
profitable.

Pursuant to a Senior Note Purchase Agreement dated as of April 3,
2014, by and among the Company, IBI, Infusion, eDiets.com, Inc.,
Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC
(collectively, the "Credit Parties"), and MIG7 Infusion, LLC
(?MIG7? and such agreement, the "Note Purchase Agreement"), the
Credit Parties sold to MIG7 a senior secured note having a
principal amount of $10,180,000 bearing interest at 14% and having
a maturity date of April 3, 2015 (the "MIG7 Note").  See Note 15.

We have undertaken, and will continue to implement, various
measures to address our financial condition, including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

  * Investigating and pursuing transactions with third parties,
    including strategic transactions and relationships.

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code," the Company stated in the Fiscal 2014 Annual
Report.


AURA SYSTEMS: Incurs $4 Million Net Loss in First Quarter
---------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4 million on $449,972 of net revenues for the three months
ended May 31, 2014, as compared with a net loss of $2.97 million
on $808,526 of net revenues for the same period last year.

As of May 31, 2014, the Company had $1.61 million in total assets,
$33.33 million in total liabilities and a $31.72 million total
stockholders' deficit.

The Company had cash of approximately $100,000 as of May 31, 2014.

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

                        http://is.gd/sRFwp1

                          About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

Aura Systems incurred a net loss of $13.95 million for the year
ended Feb. 28, 2014, as compared with a net loss of $15.14 million
for the year ended Feb. 28, 2013.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has historically incurred
substantial losses from operations, and may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


AUTOMATION CONTROL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Automation, Control and Information Systems Corporation
        2611 W. 83rd Street
        Odessa, TX 79764

Case No.: 14-70081

Chapter 11 Petition Date: July 16, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Debtor's Counsel: Max R. Tarbox, Esq.
                  TARBOX LAW, PC
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806) 686-4448
                  Fax: (806) 368-9785
                  Email: max@tarboxlaw.com
                         meredith@tarboxlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Salome Aguilar, owner.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-70081.pdf


AVIS BUDGET: Parent Downgrade Event No Impact on Moody's Rating
---------------------------------------------------------------
Moody's Investors Service announced that the occurrence of a QI
Parent Downgrade Event under the Master Exchange Agreement would
not, in and of itself and as of this time, result in the
downgrade, the placement on review for possible downgrade or
withdrawal of the ratings currently assigned to any outstanding
series of notes issued by Avis Budget Rental Car Funding (AESOP)
LLC (the Issuer), an affiliate of Avis Budget Car Rental LLC (B2,
stable).

AESOP Exchange Corporation (the QI) acts as a qualified
intermediary to facilitate a like-kind exchange program via which
the Issuer is able to replace vehicles in a manner that allows
deferral of tax gains on vehicles sold in the United States. The
QI is a wholly-owned subsidiary of JPMorgan Chase Bank N.A. (the
QI Parent). The QI Parent has failed to maintain the ratings
specified in the Master Exchange Agreement, resulting in the
occurrence of a QI Parent Downgrade Event.

In assessing the potential impact on the ratings of the notes,
Moody's focused on the following factors: the limited credit risk
exposure of the Issuer to the QI Parent, and the fact that the QI
is a bankruptcy remote special purpose vehicle whose sole purpose
is to facilitate the Issuer's like-kind exchange program.

Moody's has determined that the QI Parent Downgrade Event, in and
of itself and at this time, will not result in the downgrade, the
placement on review for possible downgrade or withdrawal of the
ratings currently assigned to the notes. However, Moody's opinion
addresses only the credit impact associated with the QI Parent
Downgrade Event, and Moody's is not expressing any opinion as to
whether the QI Parent Downgrade Event has, or could have, other
non-credit related effects that may have a detrimental impact on
the interests of note holders and/or counterparties.


BANK OF THE CAROLINAS: Posts $1.52-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Bank of the Carolinas Corporation filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.52 million on $3.75 million
of total interest income for the three months ended March 31,
2014, compared with net income of $137,000 on $3.82 million of
total interest income for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $428.05
million in total assets, $426.06 million in total liabilities, and
stockholders' equity of $1.99 million.

The Company incurred significant net losses in 2011 and 2012
primarily from the higher provisions for loan losses due to the
significant level of nonperforming assets and increases in
foreclosed real estate.  While conditions improved in 2013 and
into the first three months of 2014, the Company's expenses are
still at an excessive level due to the term repurchase agreements,
FDIC insurance premiums, and costs related to foreclosed real
estate.  The FDIC and the Commissioner issued the Consent Order in
April 2011.  The Company entered into a written agreement with the
FRB in August 2011.  The Company's independent registered public
accounting firm issued a report with respect to the Company's
audited financial statements for the fiscal year ended December
31, 2013, which contained an explanatory paragraph indicating that
there is 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/lomA2t

                   About Bank of the Carolinas

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

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

The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.  The Company's
balance sheet at Dec. 31, 2013, showed $423.65 million in total
assets, $421.90 million in total liabilities and $1.74 million in
total stockholders' equity.


BINGO.COM LTD: Has $352K Net Loss in First Quarter
--------------------------------------------------
Bingo.com, Ltd., filed its quarterly report on Form 10-Q,
disclosing a net loss of $352,692 on $548,471 of total revenue for
the three months ended March 31, 2014, compared with a net loss of
$471,189 on $590,199 of total revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.96
million in total assets, $239,737 in total liabilities, and
stockholders' equity of $3.72 million.

The Company said in the 10-Q filing that the application of the
going concern basis is dependent upon the Company achieving
profitable operations to generate sufficient cash flows to fund
continued operations, or, in the absence of adequate cash flows
from operations, obtaining additional financing.  The Company has
reported losses from operations for the quarters ended March 31,
2014 and 2013, and has an accumulated deficit of $17.11 million as
at March 31, 2014.  This raises 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/p7tNXt

Bingo.com, Ltd., is in the business of owning and marketing a
bingo based entertainment website that provides a variety of
Internet games plus other forms of entertainment, including an
online community, chat rooms, and more.  Located at www.bingo.com,
the Company has built one of the leading bingo portals on the
Internet.

The Company leases office facilities in Vancouver, British
Columbia, Canada, The Valley, Anguilla, British West Indies and
London, United Kingdom.


BIOFUEL ENERGY: Has Rights Offering of $70-Mil. Common Shares
-------------------------------------------------------------
BioFuel Energy Corp. previously reported that on June 10, 2014, it
entered into a definitive transaction agreement with certain
affiliates of Greenlight Capital, Inc., and James R. Brickman
pursuant to the terms and subject to the conditions of which the
Company will acquire the equity interests of JBGL Builder Finance
LLC and certain subsidiaries of JBGL Capital, LP, for $275
million.

To fund a portion of the Acquisition, the Company will conduct a
registered offering of subscription rights to the holders of its
common stock (other than Greenlight and certain affiliates of
Third Point LLC) as of a record date to be determined, to purchase
shares of the Company's common stock.  The Company will also
conduct a rights offering on a private, non-registered basis to
Greenlight and Third Point.  The Company expects to raise gross
proceeds from the Rights Offering, the Private Rights Offering and
the Additional Equity Investment of at least $70,000,000.

Each subscription right will permit the holder of such right to
purchase a certain number of shares of the Company's common stock.
Each holder of a subscription right (other than Greenlight) that
fully exercises its basic subscription privilege may also
subscribe for a certain number of additional shares.

The Backstop Agreements

In connection with the Transaction Agreement and the Rights
Offering, on July 15, 2014, the Company entered into a letter
agreement with each of JMB Capital Partners Master Fund, L.P.,
Lonestar Partners, LP, North Run Master Fund, LP, and Scoggin LLC.
Subject to the terms and conditions set forth in the Backstop
Agreements, the Backstop Parties have severally agreed to
purchase, substantially simultaneously with the completion of the
Rights Offering, in the aggregate, all of the available shares of
common stock not otherwise sold in the Rights Offering.  The price
per share paid by the Backstop Parties pursuant to the Backstop
Agreements will be equal to the price paid by the other holders in
the Rights Offering.  No Backstop Party will receive compensation
for its backstop commitment.  Any shares of common stock purchased
by the Backstop Parties pursuant to the Backstop Agreements will
be purchased directly from the Company on a private basis.

Notwithstanding the foregoing, the Backstop Agreements provide
that no Backstop Party may acquire more than 4.99% of the
Company's outstanding common stock as a result of its
participation in its backstop commitment and, to the extent that
the purchase of shares of common stock by a Backstop Party
pursuant to a Backstop Agreement would result in such Backstop
Party acquiring more than 4.99% of the Company's outstanding
common stock upon the consummation of the Rights Offering, the
Acquisition and the related transactions described in the
Transaction Agreement, such Backstop Party's participation in its
backstop commitment will be reduced accordingly.

The Third Point Commitment Agreement

On July 15, 2014, and in connection with the execution of the
Transaction Agreement, the Company entered into a letter agreement
with Third Point.  Subject to the terms and conditions set forth
in the Third Point Commitment Agreement, Third Point has agreed to
participate in the Private Rights Offering for its full basic
subscription privilege.  Further, Third Point has agreed, subject
to certain terms and conditions, to (1) fully exercise its Over-
Subscription Privilege and (2) purchase substantially
simultaneously with the completion of the Rights Offering all of
the available shares not otherwise sold in the Rights Offering, in
each case up to such amount that Third Point's aggregate ownership
of the Company's outstanding common stock, after giving effect to
the Acquisition and the related transactions described in the
Transaction Agreement, equals approximately 16.7%, which is the
approximate percentage of the Company's aggregate outstanding
common stock and class B common stock owned by Third Point as of
July 15, 2014.  Third Point will receive priority allocation with
respect to both its Over-Subscription Privilege and its backstop
commitment, up to the Third Point Ownership Threshold.  The price
per share paid by Third Point pursuant to the Third Point
Commitment Agreement will be equal to the price paid by the other
holders in the Rights Offering.  Third Point will not receive
compensation for its commitment to pa rticipate in the Rights
Offering or its backstop commitment. Any shares of common stock
purchased by Third Point pursuant to its participation in the
Private Rights Offering will be purchased directly from the
Company on a private basis.

The Greenlight Commitment Agreement

On July 15, 2014, and in connection with the execution of the
Transaction Agreement, the Company entered into a letter agreement
with Greenlight.  Subject to the terms and conditions set forth in
the Greenlight Commitment Agreement, Greenlight has agreed,
subject to certain terms and conditions, to participate in the
Private Rights Offering for its full basic subscription privilege
and to consummate the Additional Equity Investment (as defined
below).  The price per share of common stock paid by Greenlight
pursuant to the Greenlight Commitment Agreement will be equal to
the price paid by the other holders in the Rights Offering.
Greenlight will not receive compensation for its commitment to
participate in the Private Rights Offering or the Additional
Equity Investment.  Any shares of common stock purchased by
Greenlight pursuant to its participation in the Private Rights
Offering and the Additional Equity Investment will be purchased
directly from the Company on a private basis.

As of July 15, 2014, Greenlight held 780,958 units of limited
liability interests in BioFuel Energy, LLC, a subsidiary of the
Company, and an equal number of shares of the Company's class B
common stock.  LLC Units, together with a corresponding number of
shares of the Company's class B common stock, are exchangeable for
the Company's common stock on a one-for-one basis.  Greenlight
will not exchange its LLC Units for common stock on or prior to
the record date for the Rights Offering and thus will not receive
subscription rights in respect of its LLC Units in the Private
Rights Offering.  To allow Greenlight to avoid the dilution it
would otherwise experience because it will not exchange its LLC
Units for common stock before the record date for the Rights
Offering, the Company has agreed to sell to Greenlight, and
Greenlight has, subject to certain conditions, agreed to purchase
from the Company substantially simultaneously with the
consummation of the Acquisition, the number of shares of common
stock it would have purchased pursuant to the Private Rights
Offering had it exchanged all of its LLC Units for common stock on
or prior to the record date for the Rights Offering and exercised
all of the resulting basic subscription rights.

                       About Biofuel Energy

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

Biofuel Energy incurred a net loss of $45.65 million in 2013, a
net loss of $46.32 million in 2012 and a net loss of $10.36
million in 2011.  As of Dec. 31, 2013, the Company had $15.65
million in total assets, $4.60 million in total liabilities
and $11.05 million in total equity.


BONANZA CREEK: Moody's Rates $300MM Unsecured Notes 'B3'
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Bonanza Creek
Energy, Inc.'s (BCEI) proposed offering of $300 million senior
unsecured notes. The B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR) and stable outlook are not
affected by this action. Proceeds of the debt offering will be
used to repay outstanding borrowings under the company's revolving
credit facility and for general corporate purposes, which may
include funding the company's drilling program and other capital
expenditures.

Assignments:

Issuer: Bonanza Creek Energy, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD4)

Outlook Actions:

Outlook, unchanged at Stable

"The notes offering will provide additional capital for the
continued funding of the rapid development of BCEI's Wattenberg
Field acreage in Colorado, providing substantial growth
opportunities for the company," noted Andrew Brooks, Moody's Vice
President. "While leverage metrics will weaken as a result of the
additional debt, Moody's does not view this weakening to be a
sustained increase in leverage, fully expecting leverage metrics
to improve on higher production levels."

Ratings Rationale

The B3 rating on BCEI's senior unsecured notes reflects the
subordination of the senior unsecured notes to BCEI's committed
capital of $400 million under its secured borrowing base revolving
credit facility's priority claim to the company's assets. The size
of the claims relative to BCEI's outstanding senior unsecured
notes results in the notes being rated one notch below the B2 CFR
under Moody's Loss Given Default Methodology

The B2 CFR reflects BCEI's growing size in terms of production and
reserves, acknowledging the additional growth opportunities
embedded in the company's Wattenberg acreage, which has become
further enlarged by an additional 34,000 net acres through a cash
and stock funded acquisition which closed July 8. The rating also
reflects the company's strong cash margins derived from the high
liquids content of its production both in its Rocky Mountain and
Mid-Continent acreage, while factoring in the significant capital
that is needed to further capitalize on the oil potential of its
Wattenberg holdings. BCEI expects to outspend cash flow in 2014
and beyond, debt financing future deficits as it continues to grow
production. While Moody's expects debt levels to increase as a
result of the notes offering, relative debt leverage should return
to levels consistent with that of its B2 CFR as higher production
levels are achieved. The company operates virtually all of its
proved reserves, providing a high degree of operational control,
and affording it the flexibility to manage down its spending
should market conditions pressure it to do so.

BCEI's SGL-3 rating reflects Moody's view of adequate liquidity
through 2015. The company will use proceeds of the notes offering
to pay down the $230 million of borrowings outstanding as of July
11 under its secured revolving credit facility, whose balance
includes the funding of the $174.2 million cash portion of BCEI's
July 8 Wattenberg acquisition. Moody's expect the company's $575-
$625 million capital spending program to generate a funding
deficit in 2014, a portion of which will essentially be pre-funded
by note proceeds. BCEI's $1.0 billion revolving credit facility
provides for a $525 million borrowing base, $400 million of which
is committed. The revolver is scheduled to mature in September
2017, and is secured by all assets. It requires the company to
maintain a current ratio of at least 1x and a leverage ratio
(debt/EBITDAX) of less than 4x. Moody's do not foresee any
covenant issues through 2014.

The rating outlook is stable, reflecting Moody's expectation that
BCEI will return debt to average daily production to around
$30,000 per Boe, and make relatively modest use of leverage to
fund its growth. An upgrade would be considered should BCEI grow
production towards 30,000 Boe per day while holding debt to
average daily production below $25,000 per Boe. The rating could
be downgraded if the company's drilling program in the Wattenberg
fails to produce substantially higher results into 2015, or should
debt leverage increase to over $30,000 per Boe of average daily
production on a sustained basis.

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.


BOULDER BRANDS: Upsized Loan No Impact on Moody's 'B1' CFR
----------------------------------------------------------
Moody's Investors Service said that Boulder Brands, Inc's proposed
amendment to its senior secured credit facilities is credit
positive as it will improve the company's liquidity. The company's
ratings, including its B1 Corporate Family Rating, are unchanged.

The principal methodology used in this rating was the Global
Packaged Goods published in June 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.

Boulder Brands is a consumer foods company that markets and
manufactures a wide array of consumer food products for sale in
the U.S., Canada and the United Kingdom, primarily for the "health
conscious" market. The company generated revenue of $478 million
for the twelve months ended March 31, 2014.


CARDINAL RESOURCES: Amends 2013 Annual Report
---------------------------------------------
Cardinal Resources Inc. filed with the U.S. Securities and
Exchange Commission on May 21, 2014, an amendment to its annual
report on Form 10-K for the year ended Dec. 31, 2013.

MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring loss from operations and has a working
capital deficit.

The Company reported reported a net loss of $991,712 on $2.56
million of sales in 2013, compared to a net loss of $609,789 on
$1.28 million of sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.44 million
in total assets, $2.68 million in total liabilities, and
stockholders' deficit of $1.25 million.

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

                       http://is.gd/MDPrvS

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.


CASA CASUARINA: Gets Court Approval to Replace Attorney
-------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida granted Casa Casuarina LLC to
withdraw the appearance of Lawrence E. Pecan, Esq., as attorney at
the law firm of Marshall Socarras Grant, P.L., and remove Mr.
Pecan from all service lists.  Mr. Pecan is no longer connected
with the firm.

The Court also granted the Debtor's request to substitute counsel.
The Debtor selected:

         Joe M. Grant, Esq.
         MARSHALL SOCARRAS GRANT, P.L.
         197 South Federal Highway, Suite 300
         Boca Raton, Florida 33432
         Tel: 866-361-1499
         Fax: (561) 672-7581
         E-mail: jgrant@msglaw.com

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CELLULAR BIOMEDICINE: Incurs $446K Net Loss in First Quarter
------------------------------------------------------------
Cellular Biomedicine Group, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $446,531 on $1.7 million of
total sales and revenue for the three months ended March 31, 2014,
compared with a net loss of $5.42 million on $nil of total sales
and revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $17.77
million in total assets, $1.82 million in total liabilities, and
stockholders' equity of $15.95 million.

The Company's Biomedicine segment is progressing along the
developmental path management intended.  As anticipated, this
segment has incurred significant losses during the three months
ended March 31, 2014; and is expected to continue from 2014 to
2017, before it complete its clinical trials to embark on
commercialization of the cell therapy.  The Company has
experienced negative cash flows from operations since the
inception of the Company, and has been funded with capital raises.
These circumstances result in substantial doubt as to 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/uxDXyQ

                 About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc., formerly known as EastBridge
Investment Group Corp., develops proprietary cell therapies for
the treatment of certain degenerative diseases and cancers.  The
Company's developmental stem cell, progenitor cell, and immune
cell projects are the result of research and development by
scientists and doctors from China and the United States.  The
Company's flagship GMP facility, consisting of eight independent
cell production lines, is designed, certified and managed
according to U.S. standards.  To learn more about CBMG, please
visit: http://www.cellbiomedgroup.com/

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


CENTURYTOUCH LTD: Reports $82K Net Loss for First Quarter
---------------------------------------------------------
CenturyTouch Ltd. Inc. filed its quarterly report on Form 10-Q
disclosing a net loss of $82,645 on $76,824 of rental income for
the three months ended Dec. 31, 2013, compared with a net loss of
$77,466 on $63,559 of rental income for the same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.37 million
in total assets, $4.81 million in total liabilities, and
stockholders' deficit of $445,912.

As of Dec. 31, 2013, the Company had net working capital
deficiency of $2.66 million and accumulated deficit of $688,647,
and required capital for its contemplated operation and marketing
activities to take place.  The Company's ability to raise
additional capital through the future issuances of common stock is
unknown.  The obtainment of additional financing, the successful
development of the Company's contemplated plan of operations, and
its transition, ultimately, to the attainment of profitable
operations are necessary for the Company to continue operations.
The ability to successfully resolve 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/rVieyC

CenturyTouch Ltd., Inc., owns and operates retail and multifamily
properties in the Midlands area of England.  The company was
founded in 2010 and is headquartered in Grantham, the United
Kingdom.


CHA CHA ENTERPRISES: Has Standstill Accord With Mi Pueblo & NUCP
----------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt approved a standstill
agreement among reorganized Debtor Cha Cha Enterprises, LLC,
reorganized Debtor Mi Pueblo, LLC (case no. 13-53893-ASW), the
creditors' representative appointed for Mi Pueblo's general
unsecured creditors pursuant to the confirmed plan of
reorganization in the Mi Pueblo bankruptcy case, and NUCP Turlock,
LLC,.  The agreement relates to objections to claim, relief from
stay in the Mi Pueblo bankruptcy case, and discovery in Cha Cha's
case.

Judge Weissbrodt presides in both cases.

On October 23, 2013, NUCP filed a Motion for Relief from Automatic
Stay in the Mi Pueblo bankruptcy case.

On November 26, 2013, NUCP filed Claim Nos. 59-1 and 59-2 in the
Mi Pueblo bankruptcy case and Claim No. 9-1 in the Cha Cha
bankruptcy case.  Mi Pueblo and Cha Cha objected to those Claims.
NUCP opposes the Claim Objections.

Mi Pueblo and Cha Cha, on one hand, and NUCP, on the other hand,
have served discovery on each other in connection with the Claim
Proceedings.

                     Plan Related Proceedings

On April 25, 2014, Mi Pueblo and Cha Cha each filed a Debtor's
First Amended Plan of Reorganization and accompanying Disclosure
Statement in their respective bankruptcy cases and related
disclosure statements.  The Court approved, on a provisional
basis, the Disclosure Statement.

According to the Plan and Disclosure Statement, Victory Park is
providing Cha Cha with $24.5 million in exit financing.  Cha Cha,
in exchange for a 50% equity interest in Reorganized Mi Pueblo,
will contribute to Mi Pueblo (directly or indirectly) the
following: (a) a loan from certain of the proceeds of its exit
financing evidenced by two promissory notes totaling approximately
$19.2 million, comprised of a subordinated secured promissory note
from Reorganized Mi Pueblo in the approximate amount of $2.2
million and a subordinated unsecured note from NewCo in the
approximate amount of $17 million, which amount will then be
contributed to Reorganized Mi Pueblo; (b) its check cashing
business; (c) the real property leases related to certain
subleased property as well as lease/license agreements for space
in Mi Pueblo stores; and (d) a release for Cha Cha's approximately
$14 million claim against Mi Pueblo.  In addition, Cha Cha will
pledge all of its assets on a senior basis to secure $24.5 million
in exit financing to be provided by Victory Park and on a junior
basis to guaranty the $31.5 million in exit financing to be
provided by Victory Park to Mi Pueblo, which amounts will be used
to assist Mi Pueblo and Cha Cha in their respective
reorganizations.

All Administrative Claims, Priority Claims and Convenience Class
Claims ($10,000 or less) will be paid in full on the Effective
Date of the Plan or as soon thereafter as such Claim becomes an
Allowed Claim.  General Unsecured Claim will receive a pro rata
portion of the GUC Note in the amount of $5,975,000 which is
expected to be paid approximately three years after the Effective
Date.

Cha Cha indicated that the pace of the Confirmation procedures is
necessitated by several factors.  First, Mi Pueblo must post by
June 1, 2014, the first $3.5 million of a $7.5 million letter of
credit required by its insurer to maintain worker's compensation
insurance coverage.  Mi Pueblo's worker's compensation coverage
has a significant deductible meaning it is mostly self-insured
with catastrophic coverage.  Mi Pueblo will not have sufficient
cash to post the bond without exit financing.  Mi Pueblo has not
found an alternative, as full insurance with a minimal or no
deductible is prohibitively expensive.  Second, Mi Pueblo
continues to operate without the trade terms that it would want or
expect for a business that was operating in the ordinary course.
Mi Pueblo is unable to implement some key initiatives because
doing so requires the capital infusion which it will receive as
part of the exit facility and the commitments and concessions from
third parties that are expected after exit.  Third, the bankruptcy
process is expensive in terms of actual costs and the time and
energy company personnel are required to spend.

Cha Cha, Mi Pueblo and Victory Park have been focused on exiting
bankruptcy as quickly as possible to effectuate the initiatives,
minimize costs imposed by the bankruptcy process, and address the
worker's compensation letter of credit requirement.

Cha Cha noted that its most significant tenant is Mi Pueblo and
their success (and continued ability to pay rent) benefits Cha Cha
as the landlord.

The Mi Pueblo plan contemplates the transfer of 50% of the
ownership of reorganized Mi Pueblo in exchange for a collection of
assets from Cha Cha, including financing that will be funded from
exit financing that Cha Cha will receive upon its exit from
bankruptcy.  Consequently, both chapter 11 plans need to become
effective at the same time.

In a memorandum of points and authorities and omnibus reply in
support of confirmation dated May 9, the Debtor said that under
the Plan, all Administrative Claims and Priority Claims will be
paid in full on the Effective Date of the Plan or soon thereafter
as such claim becomes an Allowed Claim.  Class 4 Convenience
Claims ($10,000 or less) will be paid in full on account of such
claims 180 days after the Effective Date without interest. Class 3
General Unsecured Claims is comprised of two insider claims and
the claim of NUCP Turlock, LLC that relies on claimant proving its
unsupported disputed alter ego theory and a creditor Cha Cha
asserts has improper motives and no legitimate claim against Cha
Cha.  Class 3 General Unsecured Claims will receive a pro rata
portion of the GUC Note in the amount of $5,975,000 (estimated
distribution range if allowed 35% to 82% depending on allowed
amount, if any), which is expected to be paid approximately three
years after the Effective Date.

NUCP opposed confirmation of the Plans, and on April 28 filed a
Motion to Designate Certain Insider Votes.

Plan objections were also filed by Wells Fargo Bank, N.A., and the
U.S. Trustee.   Wells Fargo said certain matters must be resolved
or clarified, including Cha Cha's expressed reservation of claims
and Causes of Action against or related to all Entities who assert
or may assert that the Debtor or Reorganized Debtor owe money to
them."

The U.S. Trustee for Region 17, Tracy Hope Davis, said the Plan
provides broad releases and exculpation of numerous third parties,
including insiders of the Debtor.

Fleming Business Park, LLC (Milpitas Landlord) objected to the
adequacy of disclosure statement, stating that: (i) the Debtors
improperly seek authority to assume and assign or reject leases
beyond the confirmation date of the proposed plan; and (ii) the
proposed post-confirmation assumption or rejection of leases
potentially disenfranchises landlord creditors from the plan
process and fails to provide other creditors with adequate
information.

The Milpitas Landlord is the lessor of Cha Cha with respect to the
Debtor's warehouse and distribution facility at 1025 Montague
Expressway, Milpitas, California, pursuant to a written Standard
Industrial Lease dated Oct. 10, 2006, as subsequently amended.
The term of the Warehouse Lease is currently scheduled to expire
on Dec. 31, 2016.  Pursuant to a stipulation, Cha Cha's deadline
to assume or reject the Lease had been extended to June 17, 2014.

NUCO also objected to the Disclosure Statement stating that  the
Disclosure Statement must be revised to provide disclosures about
the relationship between Cha Cha, Mi Pueblo and their joint owner,
Juvenal Chavez.

The U.S. Trustee also said the Disclosure Statement does not
contain adequate information as required under Bankruptcy Code
Sections 1125(a) and (b).  The U.S. Trustee had talked with
counsel for the Debtor, Mi Pueblo and Victory Park about these
objections, some of which have been resolved.

                       Confirmation Appeal

On May 14, 2014, the Bankruptcy Court held a confirmation hearing
on both Plans and a hearing on the Motion to Designate.  The Court
confirmed both Plans and denied the Motion to Designate.  On May
23, the Court entered orders confirming the Plans and denying the
Motion to Designate.

On May 27, 2014, NUCP filed in each of the Mi Pueblo and Cha Cha
bankruptcy cases its Notice of Appeal from the confirmation order.
NUCP also filed a Notice of Appeal from the Order Denying the
Motion to Designate.

Consummation of the Plans was not stayed.  On May 30, 2014, Mi
Pueblo and Cha Cha each filed and served a Notice in which they
advised all creditors and parties in interest that "on May 30,
2014, the Effective Date under the Plan occurred and . . . [the
Debtor] consummated the transactions contemplated under the Plan."

The Mi Pueblo Plan appointed a Creditors' Representative with,
among other powers, the sole authority to file, withdraw, or
litigate to judgment objections to [General Unsecured Claims] and
to settle or compromise any Disputed [General Unsecured Claims].

Hearings on the Claim Proceedings were set in each of the Mi
Pueblo and Cha Cha bankruptcy cases for June 10, 2014 (on the
Claim Objections) and June 11 (on the Stay Relief Motion), but
were taken off calendar at the joint request of counsel for the
parties involved.

Discovery on the Claim Objections remains outstanding from each
side.

                       Standstill Agreement

The parties now agree to minimize the expenditure of legal
resources while the NUCP Appeals are pending.  They have decided
that:

     1. The Claim Proceedings will not be prosecuted by any of the
parties through any filing or hearing until a Final Order has been
entered on the NUCP Appeals or the termination of Standstill
Agreement, whichever occurs first.

     2. The Claim Objections and the Stay Relief Motion will be
dropped from the Court's calendar immediately subject to being
restored through a notice resetting any or all of the Claim
Proceedings on regular notice, but only when the standstill
implemented by the Agreement has terminated.  The notice may be
filed and served by (a) either NUCP or the Creditors'
Representative with respect to the Claims Objection in the Mi
Pueblo bankruptcy case, (b) either NUCP or Mi Pueblo with respect
to the Stay Relief Motion, or (c) either NUCP or Cha Cha with
respect to the Cha Cha bankruptcy case.

     3. All discovery outstanding in or related to the Claim
Proceedings is stayed, and no party to the Agreement shall be
required to respond to any discovery now pending or subsequently
interposed until 30 days after the standstill has terminated.

     4. The standstill will terminate automatically upon the
earliest to occur of the following: (a) all of the NUCP Appeals
have been fully and finally resolved or disposed of by Final Order
of the District Court, or (b) 60 days after the filing
and service of a notice to terminate the Standstill Agreement that
is filed and served no earlier than September 1, 2014, by (i)
either NUCP or the Creditors' Representative with respect to the
Claims Objection in the Mi Pueblo bankruptcy case, (ii) either
NUCP or Mi Pueblo with respect to the Stay Relief Motion, or (iii)
either NUCP or Cha Cha with respect to the Cha Cha bankruptcy
case.

Copies of the Disclosure Statements and supplement are available
for free at:

   http://bankrupt.com/misc/CHACHAENTERPRISES_258_ds.pdf
   http://bankrupt.com/misc/CHACHAENTERPRISES_272_1ds.pdf
   http://bankrupt.com/misc/CHACHAENTERPRISES_307_plansupp.pdf

Reorganized Debtor Mi Pueblo, LLC is represented by:

     Wendy W. Smith, Esq.
     BINDER & MALTER LLP
     2775 Park Ave
     Santa Clara, CA 95050
     E-mail: wendy@bindermalter.com

Attorneys for Reorganized Cha Cha Enterprises, LLC, are:

     Paul J. Pascuzzi, Esq.
     Jason E. Rios, Esq.
     Jennifer E. Niemann, Esq.
     FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
     400 Capitol Mall, Suite 1750
     Sacramento, CA 95814
     Telephone: (916) 329-7400
     Facsimile: (916) 329-7435
     E-mail: ppascuzzi@ffwplaw.com
             jniemann@ffwplaw.com

Counsel to the Creditors' Representative is:

     Eric D. Goldberg, Esq.
     GORDON SILVER
     1901 Avenue of the Stars
     Los Angeles, CA 90067
     Tel: 310-201-5974
     E-mail: EGoldberg@gordonsilver.com

Attorney for NUCP Turlock LLC is:

     Steven N. Holland, Esq.
     RING HUNTER HOLLAND & SCHENONE LLP
     985 Moraga Road, Suite 210
     Lafayette, CA
     Tel: 925-226-8250
          925-226-8248 (Direct)
     E-mail: sholland@rhhslaw.com

Wells Fargo Bank, N.A., is represented by:

     Robert B. Kaplan, P.C.
     Nicolas De Lancie, Esq.
     JEFFER MANGELS BUTLER & MITCHELL LLP
     Two Embarcadero Center, Fifth Floor
     San Francisco, CA 94111-3813
     Tel: (415) 398-8080
     Fax: (415) 398-5584

The Milpitas Landlord is represented by:

     William W. Huckins, Esq.
     Ivan M. Gold, Esq.
     ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
     Three Embarcadero Center, 12th Floor
     San Francisco, CA 94111-4074
     Tel: (415) 837-1515
     Fax: (415) 837-1516

                    About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.


CHRYSLER GROUP: Consumers Want TRW To Indemnify Defect
------------------------------------------------------
Law360 reported that the plaintiff in an Oklahoma class action
against DaimlerChrysler Corp. over allegedly defective steering
systems renewed her efforts to force TRW Automotive US LLC to
indemnify Chrysler, arguing Chrysler's liquidating trust allowed
her to pursue any claims it had against the parts maker.

According to the report, plaintiff Rhonda Masquat had filed a
similar request in 2012 for a declaratory judgment TRW, which
manufactured the inner tie rod assembly used in Chrysler's
allegedly defective rack and pinion steering system, has a duty to
indemnify the automaker from any claims arising out of TRW's
allegedly shoddy work.  But that suit was stymied by an Oklahoma
federal judge's ruling that Masquat had not yet proven Chrysler's
liability in the underlying state suit, a required step in
triggering indemnity, Law360 recalled.  But Masquat said she had
reached an agreement with the Old Carco Liquidating Trust,
entitling her to pursue any claims Chrysler had against TRW, the
report related.

The case is Rhonda Masquat et al. v. TRW Automotive US LLC et al.,
case number 5:14-cv-00638, in the U.S. District Court for the
Western District of Oklahoma.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CONSTAR INT'L: Seeks Extension of Exclusive Plan Filing Date
------------------------------------------------------------
Capsule International Holdings, LLC, f/k/a Constar International
Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive periods to file a Chapter 11 plan until Sept. 15, 2014,
and to solicit acceptance of that plan until Nov. 14.

The Debtors said in court papers that they need the additional
time to allow them to effective the Official Committee of
Unsecured Creditors' proposal of a plan of liquidation and
solicitation of votes in support of that Plan.  To recall, in
March, the Court approved a term sheet, which embodies a
compromise and resolution under which the Debtors agreed to
terminate their exclusive right to file a plan and solicit
acceptances thereto to permit the Committee to propose and solicit
votes to accept its Chapter 11 plan for the Debtors.

Following the approval of the term sheet, the Committee conducted
an investigation of those claims and causes of action that needed
to be disclosed in a disclosure statement.  The Committee's
investigation revealed various substantial claims that exist in
favor of the Debtors' estates against certain parties and
identified material, false statements or omissions made to the
Court by one or more parties that may have had a meaningful
damaging impact on the Chapter 11 cases.

The Debtors believe that now that the Committee's investigative
report has been filed, the Committee will be able to formulate and
fund a Chapter 11 plan and finalize the liquidation of the
company.  The Committee believes that the investigation of the
causes of action is the main issue that must be resolved before
the Committee may propose a confirmable Chapter 11 plan.

A hearing to consider approval of the request will be held on Aug.
15, 2014, at 10:00 a.m. (ET).  Objections are due July 30.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.)  filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).


COPYTELE INC: Raises $4 Million in Registered Direct Offering
-------------------------------------------------------------
CopyTele, Inc., said it has raised $4 million via a registered
direct offering of its common shares.

Robert Berman, CTI's president and CEO stated, "This financing
will further strengthen our balance sheet, help position the
company for accelerated growth, and insure that we have the
resources that we need to maximize returns from our 33 lawsuits,
including our upcoming arbitration trial against AU Optronics
which is scheduled for November of 2014."

Alere Financial Partners, LLC, a division of Summer Street
Research Partners, acted as the sole placement agent for the
transaction.

CTI and its subsidiary companies currently have 33 active lawsuits
across 6 patent assertion programs, including E-Paper
Electrophoretic Displays, Nano Field Emission Displays, Key Based
Web Conferencing Encryption, J-Channel Window Frame Construction,
Loyalty Conversion Systems, and Encrypted Cellular Communications.
Three of CTI's patent assertion programs have already begun to
generate revenue.

Additional information is available for free at:

                        http://goo.gl/xubwNW

                           About CopyTele

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

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.

The Company's balance sheet at April 30, 2014, showed $10.50
million in total assets, $15.34 million in total liabilities and a
$4.84 million total shareholders' deficiency.


CROSSOVER FINANCIAL: Bankruptcy Judge Closes Case
-------------------------------------------------
The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for the
District of Colorado issued a final decree closing the Chapter 11
case of Crossover Financial LLC.

As reported in the Troubled Company Reporter on April 3, 2014,
Judge Brooks in March entered an order confirming Crossover
Financial I, LLC's reorganization plan.  The judge held in a March
20 order that the Fifth Amended Chapter 11 Plan of Reorganization
dated Nov. 20, 2013, has satisfied the requirements for
confirmation.

According to the Plan, the secured claims of Colorado Capital
Ventures, LLC, and Colorado Capital Ventures 2, LLC, are
unimpaired.  The secured claims of Allen and Vellone, P.C., and
the noteholders are impaired.  The noteholders will receive the
balance of the proceeds of sale of the Debtor's real property on a
pro rata basis of the principal amount of the respective
promissory notes after the payment of unclassified administrative
expenses and claims of Colorado Capital and Allen and Vellone.

It is not expected that unsecured claims will receive any
distributions.  To the extent that potential litigation is
commenced by the Debtor and results in any monetary recovery, the
net monetary recovery (after deduction of any associated fees,
costs, or other expenses) will be distributed the holders of
unsecured claims on a pro rata basis.

Mitchell Yellen, the sole member of the Debtor, will not receive
any property under the Plan, and her membership interest will be
cancelled.

Copies of the confirmation order and the latest iteration of the
Plan are available for free at http://is.gd/j4gtV1

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CRUMBS BAKE SHOP: Section 341(a) Meeting Set on Aug. 13
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Crumbs Bake Shop,
Inc., will be held on Aug. 13, 2014, at 9:00 a.m. at Suite 1401,
One Newark Center.  Creditors have until Nov. 12, 2014, to submit
their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-
24287) on July 11, 2014.  John D. Ireland signed the petitions as
chief financial officer.  Crumbs Bake Shop estimated assets of $10
million to $50 million and the same range of liabilities.

Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel.  Prime Clerk LLC is the Debtors' claims and noticing
agent.  Judge Michael B. Kaplan oversees the jointly administered
cases.


CRYOPORT INC: To Issue 7.1 Million Shares Under Incentive Plan
--------------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register 7,100,000
shares of common stock issuable under the Company's 2011 Stock
Incentive Plan.  The proposed aggregate maximum offering price is
$3.4 million.  A full-text copy of the prospectus is available for
free at http://goo.gl/G3k5mF

                            About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss of $19.56 million on $2.65 million of
revenues for the year ended March 31, 2014, as compared with a net
loss of $6.38 million on $1.10 million of revenues for the year
ended March 31, 2013.  The Company's balance sheet at March 31,
2014, showed $1.70 million in total assets, $4.01 million in total
liabilities and a $2.30 million total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


CSM BAKERY: S&P Keeps 'B+' 1st Lien Debt Rating Over $157MM Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
rating on CSM Bakery Solutions LLC's senior secured first-lien
term loan remains unchanged after a proposed $157 million
incremental addition to the term loan.  The recovery rating on the
proposed $850 million first-lien term loan due 2020 is '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

In addition, the 'CCC+' issue-level rating on the company's senior
secured second-lien term loan remains unchanged after a proposed
$156 million incremental add-on.  The recovery rating on the
proposed $306 million second-lien term loan due 2021 is '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

S&P expects the company to use the proceeds from the incremental
term loans along with balance sheet cash to fund a EUR300 million
(about $406 million) shareholder dividend.  Following completion
of the proposed transaction, CSM Bakery will have about $1.2
billion of total debt outstanding.

The 'B' corporate credit rating and stable outlook on CSM Bakery,
which are unaffected by the transaction, reflect S&P's view of the
company's "highly leveraged" financial risk profile.  The proposed
$313 million of incremental term loans will increase CSM Bakery's
leverage in the near term, but we expect credit measures will
improve over the next year, primarily on EBITDA growth.

The ratings also reflect S&P's view of the company's business risk
profile as "weak."  Key credit factors in S&P's business risk
assessment include the company's narrow business focus in a highly
competitive and fragmented industry, exposure to volatile
commodity costs, and low--albeit improving--EBITDA margins.  Other
key credit factors include the company's breadth of product
offerings within the bakery products and ingredients markets,
geographic and customer diversification, and scale as one of the
largest bakery supply companies in North America and Europe.

CSM Bakery, with about $3.5 billion in net sales for the fiscal
year ended Dec. 31, 2013, is one of the largest companies in the
highly fragmented global bakery supply industry.  The company
produces and distributes a wide range of bakery products and
ingredients for artisanal and industrial bakeries, and for in-
store and out-of-home markets, operating in both North America and
Europe.  Given its good market share within a very fragmented
industry, S&P believes it is one of the largest bakery suppliers
in the U.S. market and the leader in Europe.  S&P views the
company as having good geographic and customer diversification,
serving over 43,000 customers, with more than half of its net
sales from North America and the rest in in Europe.  The company
is susceptible to inflationary cost pressures from raw materials,
which has resulted in earnings volatility in recent years.

RATINGS LIST

CSM Bakery Solutions LLC
Corporate credit rating                B/Stable/--
Senior secured
  $850 mil. first-lien
  term loan due 2020                    B+
   Recovery rating                      2
  $306 mil. second-lien
  term loan due 2021                    CCC+
   Recovery rating                      6


DETROIT, MI: Police Union Agrees to Tentative Contract
------------------------------------------------------
Nathan Bomey and Joe Guillen, writing for Detroit Free Press,
reported that the City of Detroit reached a tentative contract
with its largest police union, potentially resolving one of the
city's last remaining labor disputes as it nears a potential exit
from Chapter 9 bankruptcy.  According to the report, the tentative
deal -- reached in confidential mediation talks -- is a multiyear
deal on wages, pensions and health care benefits, lead bankruptcy
mediator Gerald Rosen said in a statement.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Art Valuation Little Help To 'Grand Bargain' Foes
--------------------------------------------------------------
Law360 reported that a sale of Detroit's rare art would likely
generate less than $2 billion even if it survives the inevitable
legal challenges, according to a report released that will figure
prominently in an upcoming clash with creditors over the "grand
bargain" charting the city's path out of bankruptcy while keeping
the collection safe.  According to Law360, commissioned by the
Detroit Institute of the Arts, the report by art appraisal firm
Artvest Partners LLC concluded that the artwork might be worth as
much as $4.6 billion in absolute terms.

Karen Pierog, writing for Reuters, reported that a sale of art
works would raise less than $2 billion to pay the bankrupt city's
creditors.  Michael Plummer, an art expert hired by the city and
the institute to evaluate the collection and ways to raise cash
from it, concluded that litigation and market conditions would
depress prices, Reuters said.

                  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.


DEWEY & LEBOEUF: Trustee Presses "Urgency" in Bankruptcy Claims
---------------------------------------------------------------
Christine Simmons, writing for New York Law Journal, reported that
the liquidating trustee of defunct law firm Dewey & LeBoeuf is
arguing his clawback suit against two former firm leaders should
not be stayed while they face criminal charges because there is
little overlap between the criminal and bankruptcy cases -- and
because every delay diminishes recovery for creditors.

"The trustee's urgency in pursuing these claims is heightened by
the real risk that [Joel Sanders and Stephen DiCarmine's] assets
will dry up while they scramble to defend themselves against the
criminal charges and other potential lawsuits," the report cited
trustee Alan Jacobs as saying in papers filed in Southern District
Bankruptcy Court.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGITAL DOMAIN: Fla. Taps Conrad & Scherer to Recoup Funds
----------------------------------------------------------
Law360 reported that Florida Gov. Rick Scott's office said that it
had hired Conrad & Scherer to file suit against production company
Digital Domain, which filed for bankruptcy in 2012, to recoup all
monies owed to the state including $20 million in incentive
funding.

According to Law360, a report conducted by the governor's chief
inspector general last March found that Florida's state government
bypassed its own approval process in awarding $20 million in
economic incentives in 2009 to Digital Domain, but that no laws
were violated and similar scenarios could not easily be prevented.
The governor's office said that the funds were given under the
premise that the company would create 500 jobs in St. Lucie
County, but Digital Domain filed for bankruptcy and no jobs were
created, the report related.

                    About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOMUM LOCIS: Section 341(a) Meeting Scheduled for Aug. 22
---------------------------------------------------------
Note, as indicated in my previous draft submission, there is
inconsistency in the spelling of the Company name. Domun Locis in
the docket and Domum Locis in all court documents submitted with
the Court.  Again, I continue using Domum Locis.

A meeting of creditors in the bankruptcy case of Domum Locis LLC
will be held on Aug. 22, 2014, at 1:15 p.m. at RM 7, 915 Wilshire
Blvd., 10th Floor, in Los Angeles, California.

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.

Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Calif. Case No. 14-23301) on July 11, 2014.  Michael J.
Kilroy signed the petition as managing member.  The Debtor
estimated assets and liabilities of at least $10 million.  Cypress
LLP serves as the Debtor's counsel.  Judge Robert N. Kwan presides
over the case.


EAGLE BULK: Incurs $22.59-Mil. Net Loss in Q1 Ended March 31
------------------------------------------------------------
Eagle Bulk Shipping Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $22.59 million on $45.79 million of
revenues for the three months ended March 31, 2014, compared with
net income of $1.37 million on $72.22 million of revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.7 billion
in total assets, $1.2 billion in total liabilities, and
stockholders' equity of $506.78 million.

Eagle Bulk Shipping Inc. on April 30 disclosed that the Company
has entered into a second amendment to its previously reported
Waiver and Forbearance Agreement in order to facilitate continued
discussions between the Company and the Lenders under its Fourth
Amended and Restated Credit Facility.

Under the terms of the Waiver, the Lenders agreed to waive until
June 30, 2014 certain potential events of default, subject to the
Company's compliance with certain terms, conditions and milestones
as set forth in the Waiver.  The Waiver remains in effect on
substantially the same terms and conditions, with certain
modifications as set forth in the amendments.

There can be no assurance that the Company will be able to comply
with such terms, conditions and milestones, particularly those
that are outside of the Company's exclusive control.  If the
Company cannot comply with the terms and reach an agreement with
the Majority Lenders in the time frames provided, its lenders
could accelerate its indebtedness and foreclose the Company's
liens on its vessels, which causes the Company to conclude that
there is 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/zEqCnD

Eagle Bulk Shipping Inc. is a New York-based owner of oceangoing
vessels that transport major and mine bulk cargoes, including iron
ore, coal, grain, cement and fertilizer, along worldwide shipping
routes.  The Company currently owns and operates a fleet of 45
oceangoing vessels, 43 Supramax and 2 Handymax.


EL MONTE PUBLIC: S&P Lowers 2007 TABs Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on El Monte
Public Financing Authority, Calif.'s series 2007 senior tax
allocation bonds (TABs) to 'BB+' from 'BBB'.  The outlook is
stable.

"The downgrade reflects our view of the agency's multiple year
dependence on city loans for its semiannual debt service payments
on the 2007 senior bonds, prioritization of repayment of city cash
flow loans above debt service on both its senior and subordinate
bonds, as well as its mismanagement of cash post-dissolution,
particularly its use of redevelopment property tax trust fund
distributions to pay non-enforceable obligations," said Standard
Poor's credit analyst Cody Nelson.

The successor agency's (SA) dependence on city loans for debt
service payments stems from the 2012 draw on the 2007 TABs' debt
service reserve.  In fiscal 2012, S&P understands that the SA did
not set aside prior revenue pledged for the payment of the 2007
TABs and was, therefore, forced to draw $564,000 from the cash-
funded debt service reserve fund for the 2007 TABs; $414,000 of
this amount was pulled from the debt service reserve for the
senior 2007 TABs.  During the July through December 2012 period,
the debt service reserves were refilled as anticipated, but after
refilling the reserves, available funds were insufficient to make
the Dec. 1, 2012 debt service payment.  This was partly due to the
California Department of Finance (DoF) requesting a $364,000 true-
up payment from the agency in July of 2012.  The SA was unable to
set aside reserve amounts from its June 1, 2012 disbursement for
its May debt service payment because of the need to refill debt
service reserves and to make the state-demanded true-up payment.


ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended
-----------------------------------------------------------
Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly-
owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."),
and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the
"Issuer") on July 14 disclosed that the expiration date of its
previously announced offer (the "Offer") to purchase EFIH Second
Lien Notes (as defined below) for cash as a voluntary settlement
with respect to the Issuer?s obligations under the EFIH Second
Lien Notes (such settlement, the "EFIH Second Lien Settlement")
has been extended to 5:00 p.m., New York City time, on July 18,
2014 (the "Expiration Date").  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 (the "EFIH
11% Second Lien Notes") and 11.750% Senior Secured Second Lien
Notes due 2022 (the "EFIH 11.750% Second Lien Notes" and together
with the EFIH 11% Second Lien Notes, the "EFIH Second Lien
Notes").  As of 5:00 p.m., New York City time, on July 11, 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.


ENVISION SOLAR: Posts $1.02-Mil. Net Loss for March 31 Quarter
--------------------------------------------------------------
Envision Solar International, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.02 million on $202,659 of
revenues for the three months ended March 31, 2014, compared with
a net loss of $1.05 million on $155,528 of revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.08
million in total assets, $2.11 million in total liabilities, and a
stockholders' deficit of $1.03 million.

At March 31, 2014, the Company had a working capital deficit of
$1.12 million and an accumulated deficit of $28.63 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/eBRy3A

                      About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.


FIELD FAMILY: Has Interim Cash Collateral Access Until Sept. 22
---------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich entered a tenth interim order
allowing Field Family Associates, LLC's use of cash collateral in
which lender Wells Fargo Bank, N.A., asserts an interest.

Wells Fargo serves as trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC18,
Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC18.

The Debtor is authorized to use the cash collateral until (a) the
Effective Date of a confirmed plan of reorganization; and (b) the
week beginning Sept. 22, 2014.  The Debtor may use the cash
collateral to pay operating expenses of its property located at
144-10 135th Avenue, Jamaica, New York.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens.

A further hearing on the request for approval of the cash
collateral use is scheduled for Sept. 17, at 1:30 p.m.
Objections, if any, are due Sept. 15.  Previous hearing on the
cash collateral was held June 25.

As reported in the Troubled Company Reporter on May 20, 2014,
Wells Fargo contends that there remains due and owing and payable
to lender pursuant to the loan documents, as of July 2, 2012, not
less than $38,853,980, including not less than $30,930,649 in
outstanding principal, plus not less than $226,137 in accrued and
unpaid interest thereon, including default interest, plus not less
than an estimated defeasance fee of $8,295,170, plus late charges,
plus additional amounts due and owing pursuant to the loan
documents, all of which the lender contends continues to accrue.

                         About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.

Field Family Associates, LLC, won confirmation of its Third
Amended Plan of Reorganization as modified March 25.  The Third
Amended Plan revised the mechanics of the sale transaction
contemplated in the prior Plan.  Through the Third Amended Plan,
the Debtor restructured the sale transaction to provide for a sale
of equity instead of a traditional real estate sale.


FIRST DATA: Michael Neborak Named EVP and Director of Finance
-------------------------------------------------------------
The Board of Directors of First Data Corporation appointed Michael
K. Neborak as executive vice president and director of finance of
the Company, overseeing the Company's financial reporting,
corporate treasury and accounting functions.

Prior to joining First Data, Mr. Neborak, age 57, was group chief
financial officer of Willis Group Holdings Public Limited Company
from July 2010 to June 2014.  Mr. Neborak also served as chief
financial officer of MSCI Inc. from 2006 to 2010.  Earlier in his
career, from 1982 to 2006, Neborak served in roles of increasing
responsibility within business units of Citigroup and its
predecessor companies.  He began his career with Arthur Andersen &
Co.

Mr. Neborak will replace Ray Winborne as the principal financial
officer of the Company effective the day after the Company files
its quarterly report on Form 10-Q for the period ended June 30,
2014.  Mr. Winborne's departure from First Data was previously
disclosed.

Mr. Neborak will receive an annual base salary of $600,000 and be
eligible to receive discretionary annual incentive payments under
the senior executive incentive plan in such amount as determined
in the sole discretion of the Company's Governance Compensation
and Nominations Committee of the Board of Directors, based upon
its assessment of his performance.

Mr. Neborak will be eligible for benefits under the Company's
Severance/Change in Control Policy.

Mr. Neborak will receive executive perquisites, fringe and other
benefits consistent with what is provided to other executive
officers of the Company and be eligible to participate in the
Company's 401(k), medical, dental, short and long-term disability,
and life insurance plans.

Mr. Neborak has the opportunity to purchase up to 500,000 shares
of common stock of First Data Holdings Inc., the parent company of
First Data, at $4.00 per share under the 2007 Stock Incentive Plan
for Key Employees of First Data Corporation as amended.

In connection with the purchase of stock and grant of options, Mr.
Neborak will enter into a Management Stockholder's Agreement and a
Sale Participation Agreement, in substantially the same form as
the Form of Management Stockholder's Agreement.  The Management
Stockholder's Agreement provides that, among other matters, the
foregoing options and stock, including stock underlying the
options, are subject to call rights by Holdings if Mr. Neborak is
no longer employed by FDC.  The Sale Participation Agreement
provides that Mr. Neborak has the right to participate in the sale
of shares of Holdings stock by certain entities and requires him
to participate in a sale of shares if elected by Holdings under
the terms and conditions described therein.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLINT, MI: Another Michigan City Pondering Bankruptcy
-----------------------------------------------------
Jeff Karoub, writing for Associated Press, reported that as
Detroit struggles to climb out of bankruptcy, another Michigan
city with strong ties to the auto industry may be about to fall
into the same hole.  According to the report, Flint, the
birthplace of General Motors that once had 200,000 residents, has
also endured a spectacular drop in population and factory jobs and
a corresponding rise in property abandonment, much like its
insolvent big brother an hour's drive south.  If a judge rules
against Flint's effort to cut its retiree health care benefits,
the city is expected to join about a dozen cities or counties that
have sought help from the courts since the start of the recession,
the AP said.


FUSION TELECOMMUNICATIONS: Hires KPMG as New Accountants
--------------------------------------------------------
As previously reported in Fusion Telecommunications International,
Inc.'s Current Report on Form 8-K filed on July 7, 2014, on
June 30, 2014, KPMG LLP acquired certain assets of ROTHSTEIN-KASS,
P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its
affiliates, the independent registered public accounting firm for
Fusion Telecommunications International, Inc., and its
subsidiaries.  In connection with this transaction, the Company,
with the approval of its Audit Committee, consented to the
assignment and assumption of Rothstein Kass' engagement with the
Company to KPMG, and on July 10, 2014, KPMG became the Company's
new independent registered public accounting firm.

During the two most recent fiscal years ended Dec. 31, 2013, and
through the subsequent interim period prior to the Company's
consent to the assignment of Rothstein Kass' engagement with the
Company to KPMG, the Company did not consult with KPMG on either
(1) the application of accounting principles to a specified
transaction, either completed or proposed, (2) the type of audit
opinion that may be rendered on the Company's financial
statements; or (3) any matter that was either the subject of a
disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K,
or a reportable event, as defined in item 304(a)(1)(v) of
Regulation S-K.  In addition, KPMG did not provide any written or
oral advice to the Company that KPMG concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue.

                  About Fusion Telecommunications

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

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.  The Company's balance sheet at March 31,
2014, showed $69.69 million in total assets, $58.51 million in
total liabilities and $11.18 million in total stockholders'
equity.


GEMINI HDPE: S&P Affirms Prelim. 'B+' Rating on $420MM Sr. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
preliminary 'B+' senior secured rating on Gemini HDPE LLC's
proposed $420 million first-lien senior secured term loan B and
revised the preliminary recovery rating to '2' from '3'.  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 rated the debt using its project finance
methodology.

"The rating on the loan is weak-linked to the rating on Ineos
Group Holdings S.A., which guarantees 50% of the project's debt
and all other payment obligations during the construction and
operational phases," said Standard & Poor's credit analyst Nora
Pickens.

Sasol Financing (Pty.) Ltd., a subsidiary of Sasol Ltd.,
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 lowest 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 preliminary '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, 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.  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, it 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: July 9 is Plan Effective Date
---------------------------------------------
The Bankruptcy Court entered an order confirming the First Amended
Prepackaged Plan of Reorganization of Genco Shipping & Trading
Limited and its subsidiaries pursuant to Chapter 11 of the
Bankruptcy Code on July 2, 2014.

On July 9, 2014, the Debtors completed their financial
restructuring and emerged from Chapter 11 through a series of
transactions contemplated by the Plan, and the Plan became
effective pursuant to its terms.  Beginning on July 9, 2014, the
Debtors served notice of the occurrence of the Effective Date on
its creditors and former equity interest holders.  The Debtors
will also publish the notice.

Key components of the Plan included:

   * The conversion of 100% of the Claims under the Prepetition
     2007 Facility into 81.1% of the New Genco Common Stock
    (subject to dilution by the warrants issued under the Plan).
     On the Effective Date, the Prepetition 2007 Facility was
     terminated, and the liens and mortgages thereunder were
     released.

   * The conversion of 100% of the Claims under the Convertible
     Notes into 8.4% of the New Genco Common Stock (subject to
     dilution by the warrants issued under the Plan).  On the
     Effective Date, the Convertible Notes and the related
     indenture were fully satisfied and discharged.

   * A fully backstopped Rights Offering for approximately 8.7% of
     the New Genco Common Stock, in which holders of Prepetition
     2007 Facility Claims were entitled to subscribe for up to 80%
     of the New Genco Common Stock offered, and holders of
     Convertible Note Claims were entitled to subscribe for up to
     20% of the New Genco Common Stock being offered under the
     Rights Offering.  Each Right entitled its holder to purchase
     one share of New Genco Common Stock at a subscription price
     of $18.62537, for an aggregate subscription price of $100
     million.

   * The amendment and restatement of the Prepetition $253 Million
     Facility and the Prepetition $100 Million Facility as of the
     Effective Date, with extended maturities, a financial
     covenant holiday and certain other amendments.

   * The cancellation of the old common stock of Genco as of the
     Effective Date, with the holders thereof receiving warrants
     to acquire shares of New Genco Common Stock.  Each New Genco
     Equity Warrant is exercisable for one share of New Genco
     Common Stock, and holders received an aggregate of 3,938,298
     New Genco Equity Warrants for the old common stock of Genco.
     The New Genco Equity Warrants in the aggregate are
     exercisable for approximately 6% of New Genco Common Stock
     (subject to dilution).

   * Reinstatement, non-impairment or payment in full in the
     ordinary course of business during the pendency of the
     Chapter 11 Cases of all Allowed General Unsecured Claims,
     including Allowed Claims of trade vendors, suppliers,
     customers and charterers, per the approval by the Bankruptcy
     Court.

   * The non-impairment of all other General Unsecured Claims
     under section 1124 of the Bankruptcy Code.

   * A Management Incentive Program, which provides for the
     distribution of New Genco MIP Primary Equity in the form of
     shares representing 1.8% of the New Genco Common Stock and
     three tiers of New Genco MIP Warrants with staggered strike
     prices based on increasing equity values to the participating
     officers, directors, and other management of Reorganized
     Genco.

Amended and Restated Term Loan Facilities

On July 9, 2014, Genco entered into the Amended and Restated Term
Loan Facilities.  The Amended and Restated Term Loan Facilities
amended the Prepetition Credit Facilities and included, among
other things (i) a paydown as of the Effective Date with respect
to payments which came due under the Prepetition Term Loan
Facilities between the Petition Date and the Effective Date and
were not paid during the pendency of the Chapter 11 Cases; (ii)
extensions of the maturity dates to Aug. 31, 2019; (iii) relief
from compliance with financial covenants governing Genco's maximum
leverage ratio, minimum consolidated interest coverage ratio and
consolidated net worth through and including the quarter ending
March 31, 2015 (with quarterly testing commencing June 30, 2015);
(iv) a fleetwide minimum liquidity covenant requiring maintenance
of cash of $750,000 per vessel for all vessels owned by Genco
(excluding those owned by Baltic Trading Limited); and (v) an
increase in the  interest rate to LIBOR plus 3.50% per year.

Registration Rights Agreement

On the Effective Date, Reorganized Genco and the Registration
Rights Parties entered into the Registration Rights Agreement.
The Registration Rights Agreement provided the Registration Rights
Parties who receive 10% or more of New Genco Common Stock under
the Plan with demand and piggyback registration rights.  All other
Registration Rights Parties have piggyback registration rights
only.

Termination of a Material Definitive Agreement

The Prepetition 2007 Facility was terminated and the liens and
mortgages related thereto were released, and the Convertible Notes
and the related indenture were fully satisfied and discharged, on
the Effective Date.

Unregistered Sale of Equity Securities

On July 10, 2014, the Reorganized Debtors caused to be distributed
(i) to the holders of the Prepetition 2007 Facility Claims,
50,062,192 shares constituting approximately 81.1% of the New
Genco Common Stock outstanding (subject to dilution), and (ii) to
the holders of Convertible Note Claims, 5,158,187 shares
constituting approximately 8.4% of the New Genco Common Stock
outstanding (subject to dilution).

As provided in the Plan, Genco also conducted a fully backstopped
Rights Offering to acquire approximately 8.7% of the New Genco
Common Stock at a subscription price of $18.62537 per share, for
an aggregate subscription price of $100 million.  The closing of
the Rights Offering was conditioned on the consummation of the
Plan, the Rights Offering Procedures and other conditions
specified in the Equity Commitment Agreement that the Company and
certain of its subsidiaries entered into with certain of its
creditors on April 16, 2014.  All such conditions having been
satisfied, on July 10, 2014, Reorganized Genco issued 5,305,248
Rights Offering Shares, in exchange for payment therefor, to those
holders of Prepetition 2007 Facility Claims and those Eligible
Noteholders, that, in accordance with the Plan and the Rights
Offering Procedures, validly exercised their respective Rights to
participate in the Rights Offering.  Reorganized Genco also issued
63,773 Backstop Shares in exchange for payment therefor to the
Backstop Parties.

Also on July 10, 2014, Reorganized Genco issued 3,938,298 New
Genco Equity Warrants, each of which is initially exercisable for
one share of New Genco Common Stock, and which in the aggregate is
exercisable for approximately 6% of New Genco Common Stock
(subject to dilution), to the holders of the old common stock of
Genco.

Departure and Appointment of Directors

As of the Effective Date, as provided in the Plan, the members of
the Company's board of directors prior to the Effective Date
ceased to be directors of Reorganized Genco.  The initial members
of the Company's new board of directors consist of Peter C.
Georgiopoulos, Ian Ashby, Eugene I. Davis, James G. Dolphin,
Michael J. Leffell, William Manuel and Bao D. Truong.  The
Company's new board of directors is divided into two classes,
Classes I and II.  Messrs. Georgiopoulos, Ashby, and Davis are
Class I Directors, and Messrs. Dolphin, Leffell, Manuel, and
Truong are Class II Directors.

Management Incentive Plan

On the Effective Date, pursuant to the Plan, Reorganized Genco
adopted the post-emergence Management Incentive Program, which
provides for the distribution of New Genco MIP Primary Equity in
the form of shares of New Genco Common Stock, and New Genco MIP
Warrants to the participating officers, directors, and other
management of Reorganized Genco.  The New Genco MIP Primary Equity
is subject to vesting, but the holder thereof is entitled to
receive all dividends paid with respect to such shares as if such
New Genco MIP Primary Equity had vested on the grant date.  The
New Genco MIP Warrants will be issuable in three tranches, which
are exercisable for 2,380,664, 2,467,009, and 3,709,788 shares and
have exercise prices of $25.91, $28.73 and $34.19, respectively .
The New Genco MIP Warrants will be exercisable on a cashless basis
and will contain customary anti-dilution protection in the event
of any stock split, reverse stock split, stock dividend,
reclassification, dividend or other distributions (including, but
not limited to, cash dividends), or business combination
transaction.  None of the New Genco MIP Primary Equity or the New
Genco MIP Warrants have yet been issued.

Amendment to Bylaws

Pursuant to the Plan, on the Effective Date, the Company amended
and restated its Articles of Incorporation and its By-laws.
Under the Amended Articles, the Company's authorized capital stock
consists of 250,000,000 shares of common stock, par value $0.01
per share.

Additional information is available for free at:

                       http://goo.gl/vwQ9rO

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


GENERAL CABLE: Moody's Lowers Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded General Cable Corporation's
Corporate Family Rating to B2 from B1 and its Probability of
Default Rating to B2-PD from B1-PD. The downgrade follows the
company's announced restructuring program on July 9, 2014. Moody's
also downgraded the company's senior unsecured notes to B3 from B2
and its subordinated convertible notes to Caa1 from B3. General
Cable's Speculative Grade Liquidity assessment was downgraded to
SGL-4 from SGL-3. The rating outlook remains negative.

The following ratings actions were taken:

Corporate Family Rating, downgraded to B2 from B1;

Probability of Default Rating, downgraded to B2-PD from B1-PD;

Sr. Unsec. Notes due 2015, downgraded to B3 (LGD5) from B2
(LGD5);

Sr. Unsec. Notes due 2022, downgraded to B3 (LGD5) from B2
(LGD5);

Sub. Conv. Notes due 2029, downgraded to Caa1 (LGD6) from B3
(LGD6);

The Speculative Grade Liquidity assessment, downgraded to SGL-4
from SGL-3;

The rating outlook remains negative.

Ratings Rationale

The ratings downgrade reflects disappointing operating results,
emphasized by the announced restructuring program, coupled with
ongoing weak credit metrics. As of LTM 1Q14, adjusted debt-to-
EBITDA increased to 6.7x from 6.0x at year-end 2013. Adjusted
EBITA-to-interest coverage declined to 1.1x from 1.3x and adjusted
EBITA margin declined to 2.6% from 3.0% over the same time period.
Operating performance during 1H2014 has been impacted by
inconsistent growth in utility and infrastructure spending in
North America and Latin America, as well as ongoing regional
headwinds in Venezuela, Thailand, and Spain. The rating considers
further inconsistency in end market growth while the company
focuses on its restructuring efforts. The downgrade of the
Speculative Grade Liquidity assessment to SGL-4 reflects
uncertainty surrounding near-term debt maturities.

The negative rating outlook reflects lack of growth in key end
markets, uncertain details and costs associated with the
restructuring program, and the company's stated commitment to
return capital to shareholders in the face of operational
weakness, all of which could lead to weaker credit metrics than
Moody's are currently projecting.

Importantly, the negative outlook also accounts for the uncertain
liquidity profile stemming from the 2015 unsecured notes maturity
along with the springing maturity feature imbedded in the
company's Revolving Credit Facility. The springing maturity will
automatically become due December 31, 2014 if the 2015 unsecured
notes are not repaid or refinanced within 90 days of the April
2015 maturity. The springing maturity will not be applicable if
there is at least $100 million of availability and the fixed
charge coverage ratio is not less than 1.15 to 1.00, in each case
after giving proforma effect to the repayment of such notes.
General Cable is expected to use its credit facility to fund the
upfront restructuring costs which puts additional pressure on
liquidity.

Moody's indicated the ratings could be downgraded further if
General Cable's operating performance remains weak, specifically
if EBITA-to-interest expense remains below 2.0x and/or debt-to-
EBITDA is sustained above 5.5x (all ratios incorporate Moody's
standard adjustments), or if liquidity deteriorates or events
point to a triggering of the springing maturity of the bank
facility. Debt-financed acquisitions or significant shareholder-
friendly activities, such as debt-financed dividends or large
share repurchases, could also result in rating downgrades.

The rating outlook could be returned to stable if General Cable's
operating performance improves such that EBITA-to-interest expense
exceeds 2.0x, or debt-to-EBITDA trends below 5.0x (all ratios
incorporate Moody's standard adjustments) and near term liquidity
improves as demonstrated by the repayment or refinancing of near-
term debt maturities. A stable outlook would also be supported by
a conservative distribution policy that is commensurate with the
operating performance of the company and supports the maintenance
of stable credit metrics.

General Cable Corporation, headquartered in Highland Heights, KY,
is a global manufacturer of copper, aluminum and fiber optic and
elector power cable products from high-voltage utility lines to
low-voltage residential application sockets. Primary end markets
served include electrical utility, electrical infrastructure, and
construction. Revenues for the 12 months ended March 29, 2014
totaled $6.3 billion.

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.


GENERAL MOTORS: Hires Law Firm to Review Litigation Practices
-------------------------------------------------------------
Siobhan Hughes and Joseph B. White, writing for The Wall Street
Journal, reported that General Motors Co. has hired an outside law
firm to review the way it handles litigation, the auto maker's
general counsel said in testimony prepared for a Senate hearing.
According to the report, GM General Counsel Michael Millikin plans
to say that "a well-respected outside law firm" will conduct a
"zero-based review" of his department.

Mr. Millikin is expected to face tough questioning from lawmakers
on Thursday about why lawyers working for him settled cases
involving fatal accidents in GM cars, but didn't alert him or
other senior executives to defects that prevented air bags from
deploying, the Journal said, citing an internal review conducted
later for GM management.

                     About Motors Liquidation

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

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

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

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


GILES-JORDAN: US Trustee Unable to Form Creditors' Committee
------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, was unable to
appoint creditors to serve on an official committee of unsecured
creditors for Giles-Jordan Inc. because there was no sufficient
interest from the creditors in serving on the Committee.

Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its
hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173)
on May 5, 2014.  The Debtor disclosed $12 million in total assets
and $4.81 million in liabilities, including $3.72 million of
secured debt.  Its lone asset is a 39.16-acre property at 230 East
Beach Drive, in Galveston, Texas.  Galveston Shores, LP, of
Carlsbad, California, is the holder of the secured debt.

The case is assigned to Judge Letitia Z. Paul.  The Debtor is
represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg,
PLLC, in Houston, Texas.


GLOBAL AVIATION: Extends Use of Cash Collateral
-----------------------------------------------
Global Aviation Holdings Inc. and its debtor affiliates, and
Cerberus Business Finance LLC, as collateral agent and
administrative agent, ask the U.S. Bankruptcy Court for the
District of Delaware for permission to modify and extend the
budgets to provide for additional use of cash collateral beyond
July 4, 2014.  A full-text copy of the modified budget is
available for free at http://is.gd/6pWA5D

               About Global Aviation Holdings

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

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

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

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

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

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

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

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


GLOBALINK LTD: Incurs $17K Net Loss in March 31 Quarter
-------------------------------------------------------
Globalink, Ltd., filed its quarterly report on Form 10-Q,
disclosing a net loss of $17,375 on $64,911 of revenue for the
three months ended March 31, 2014, compared with net income of
$4,327 on $79,700 of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.17
million in total assets, $967,805 in total liabilities, and
stockholders' equity of $206,900.

As of March 31, 2014, the Company has an accumulated deficit of
$192,199 since inception and a working capital deficiency of
$72,346.  Its ability to continue as a going concern depends upon
whether it develops profitable operations and continues to raise
adequate financing, according to the regulatory filing.

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

                       http://is.gd/JOwZiQ

Globalink, Ltd., provides Internet hotel booking services for
travel agents in Vancouver, Toronto, Calgary, and Montreal in
Canada. The company offers a proprietary online hotel booking
program for connecting users with available rooms in hotels
worldwide.  Globalink, Ltd. was founded in 2006.


GOWEX SA: Bankruptcy Filing Leaves Deals With Cities in Limbo
-------------------------------------------------------------
Lisa Fleisher, writing for The Wall Street Journal, reported that
in the wake of an accounting scandal at Spanish Wi-Fi provider
Let's Gowex SA, cities around the world are scrambling to figure
out whether deals they have with the company to create hot spots
will still go ahead.  According to the report, Gowex's filing for
bankruptcy protection has left city officials wondering whether
those deals will continue or ever get done.


GRIDWAY ENEGRY: Proposes Aug. 26 as Claims Bar Date
---------------------------------------------------
Gridway Energy Holdings and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to set Aug. 26,
2014, at 4:00 p.m., as the deadline for creditors other than
governmental units to file proofs of claim.  The Debtor proposes
Oct. 7, 2014, at 4:00 p.m. as the claims bar date for all
governmental units.

All proofs of claim must be mail or delivered at:

         Gridway Energy Holdings Inc., et al., Proofs of Claim
         c/o Rust Consulting/Omni Bankruptcy
         5955 DeSoto Avenue, Suite 50
         Woodlands Hills, CA 91367

                    About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


GRIDWAY ENERGY: Taps Squire Patton as Bankruptcy Co-Counsel
-----------------------------------------------------------
Gridway Energy Holdings Inc. and its debtor-affiliates ask the
Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Squire Patton Boggs
(US) LLP as bankruptcy co-counsel.

A hearing is set for Aug. 4, 2014, at 1:00 p.m. (ET) to consider
the application.

The firm is expected to:

  a) consult with the Debtors concerning their powers and duties
     as debtors in possession, the continued operations of the
     Debtors' businesses and the Debtors' management of the
     financial and legal affairs of their estates;

  b) consult with the Debtors' management and other professionals
     concerning the responsibilities of the Debtors following the
     sale of substantially all of the Debtors' assets and/or
     confirmation of a chapter 11 plan;

  c) confer and negotiate with the Debtors' creditors, other
     parties-ininterest, and their respective attorneys and other
     professionals concerning the Debtors' businesses and
     property, chapter 11 plan, claims, liens, and other aspects
     of these cases;

  d) negotiate, prepare and pursue confirmation of a chapter 11
     plan and approval of a disclosure statement;

  e) appear in court on behalf of the Debtors and preparing,
     filing, and serving such applications, motions, complaints,
     notices, orders, reports, and other documents and pleadings
     as may be necessary in connection with these cases;

  f) taking all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions commenced against
     the Debtors, the negotiation of disputes in which the Debtors
     are involved, and the preparation of objections to claims
     filed against the Debtors' estates;

  g) provide the Debtors with such other services as the Debtors'
     agents may request, which may be necessary under the
     circumstances; and

  h) perform all other legal services in connection with the
     Chapter 11 Cases as may reasonably be required.

The firm's professionals and their hourly rates are:

     Mark A. Salzberg, Esq.        Partner      $730
     Alan M. Noskow, Esq.          Partner      $640
     Barry E. Reiferson, Esq.      Associate    $565
     Aaron A. Boschee, Esq.        Associate    $505
     Erik M. Dullea, Esq.          Associate    $475
     Alexander M. Arensberg, Esq.  Associate    $330
     William James                 Paralegal    $275

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

The firm can be reached at:

         Mark A. Salzberg, Esq.
         Alan M. Noskow, Esq.
         Barry E. Reiferson, Esq.
         Aaron A. Boschee, Esq.
         Erik M. Dullea, Esq.
         Alexander M. Arensberg, Esq.
         William James
         SQUIRE PATTON BOGGS (US) LLP
         2550 M St. NW
         Washington, DC 20037
         Tel: 202.457.6000
         Fax: 202.457.6315
         E-mail: msalzberg@pattonboggs.com
                 anoskow@pattonboggs.com
                 breiferson@pattonboggs.com
                 aboschee@pattonboggs.com
                 edullea@pattonboggs.com
                 aarensberg@pattonboggs.com
                 wjames@pattonboggs.com

                    About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


GWG HOLDINGS: Sabes Brothers Could Lose Control of Company
----------------------------------------------------------
Donna Horowitz, writing for The Deal, reported that Jon and Steven
Sabes, well-known players in the life settlement industry, are
trying to raise more than $1 billion from investors to fuel the
growth of their company, but the Minnesota brothers, who run GWG
Holdings Inc., conceded in Securities and Exchange Commission
filings that their plans could fall apart if a bankruptcy trustee
is successful in seizing millions of dollars paid to an affiliate.

According to the report, the Sabes brothers and their father,
Robert Sabes, ran Opportunity Finance LLC, which made $2 billion
in loans to Thomas Petters, who was convicted of 20 counts of
fraud and sentenced to 50 years in prison in April 2010 for
orchestrating a $3.65 billion Ponzi scheme.  Petters has
identified the two brothers as investors who stood to lose up to
$19 million because of his scheme.

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


HARRIS LAND: Settles MIB's Objection to Bid to Employ Broker
------------------------------------------------------------
Harris Land Development LLC entered on July 10, 2014, a
stipulation with creditor Midwest Independent Bank relating to the
Debtor's motion (i) to employ real estate broker and (ii) for
authority to enter into exclusive listing agreements.

The stipulation resolves MIB's limited objection to the Debtor's
application.  The stipulation provides that, among other things:

   1. the application, if granted by the Court, will not amend,
modify, impact, or otherwise alter MIB's interests and rights
under the terms of the conditional order; and

   2. MIB agrees to withdraw its limited objection so long as the
Court's order granting the application contains language
preserving MIB's interests and rights under the terms of the
conditional order.

On July 3, 2014, MIB submitted a limited objection to the
application, stating that the Court entered its conditional order
granting MIB relief from the automatic stay on May 16, and the
application would, if granted, possibly modify and amend the order
to MIB's detriment.

The order stated that the Debtor will have until Nov. 30, 2014, to
close on any contracts for the sale of the real estate encumbered
by and serving as collateral to secure the repayment of debt
obligations owed by the Debtor to MIB.  The order further stated
that the sale of any such collateral must pay all amounts owed to
MIB by the Debtor, including principal, interest, attorney's fees,
and court costs.

MIB objected on the grounds that it appears to extend the Nov. 30,
2014 deadline set forth in the order by almost 60 additional days,
and also appears to modify the order to require MIB to pay or
accept a reduced payoff amount by the six percent commission fee
that would be due.

MIB is represented by:

         Jonathan C. Browning, Esq.
         MARIEA, SIGMUND,&BROWNING, L.L.C.
         305 East McCarty Street, Suite 300
         Jefferson City, MO 65101
         Tel: (573) 635-7699
         Fax: (573) 635-7425
         E-mail: jbrowning@msblawfirm.com

The Debtor, in its application, said it is seeking to market
through a qualified real estate broker some of the real
properties, and to sell the real properties pursuant to Bankruptcy
Court Orders.  The first step in this process is to obtain
Bankruptcy Court approval on the retention of a qualified real
estate broker.

The Debtor desires to enter into an exclusive listing agreement
with Michael Woessner and Investment Realty, Inc., 473 Old Route
66, St. Robert, Missouri to market these real properties:

         A. 22615B Hollow Oak, Saint Robert, Missouri
         B. 22590B Hollow Oak, Saint Robert, Missouri
         C. 16865A Hurricane, Saint Robert, Missouri
         D. 16835A-B Huntington, Saint Robert, Missouri
         E. 16825A-B Huntington, Saint Robert, Missouri
         F. 16815B Huntington, Saint Robert, Missouri
         G. 16805A Huntington, Saint Robert, Missouri
         H. 16745A-B Huntington, Saint Robert, Missouri
         I. 16758A-B Huntington, Saint Robert, Missouri
         J. 16770A Huntington, Saint Robert, Missouri
         K. 16780A-B Huntington, Saint Robert, Missouri
         L. 16830A-B Huntington, Saint Robert, Missouri

Pursuant to the listing agreement, Woessner will be paid a
commission equal to six percent of the gross sales price of any of
the foregoing properties sold at the successful consummation of
the sale.

                About Harris Land Development, LLC

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.)


HARRIS LAND: Taps AGC-Alfermann to Provide Accounting Services
--------------------------------------------------------------
Harris Land Development LLC asks the U.S. Bankruptcy Court for the
Western District of Missouri for permission to employ:

         AGC-Alfermann Gray & Co CPA's LLC
         219 West State Route 72
         Rolla, MO 65401-4102

to provided accounting services, inter alia, to prepare periodic
financial statements, federal and state tax returns, cash flow
statements and to advise the Debtor on the preparation of its Plan
of Reorganization and Disclosure Statement, and to provide
financial information as may be reasonably necessary from time to
time.

The Debtor desires to compensate AGC at these rates:

   a) $175 per hour for tax-related matters; and

   b) $125 per hour for accounting and other matters.

To the best of the Debtor's knowledge, the accountants of AGC are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                About Harris Land Development, LLC

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.)


HDOS ENTERPRISES: Heads for July 29 Auction
-------------------------------------------
Kirk O'Neil, writing for The Deal, reported that HDOS Enterprises
has won approval of bidding procedures with a new lead bidder
after the restaurant operator rejected its initial stalking horse.
According to the report, Judge Neil Bason of the U.S. Bankruptcy
Court for the Central District of California in Los Angeles signed
an order authorizing the bidding procedures and naming Global
Franchise Group LLC affiliate HDOS Acquisition LLC the new
stalking horse.  HDOS Acquisition has offered $12.2 million plus
assumed liabilities for the assets of the debtor, which operates
the Hot Dog on a Stick fast-food chain, the report related.

Interested parties have until July 23 to offer at least $12.85
million for HDOS Enterprises: the stalking-horse offer plus a
$550,000 breakup fee and a $100,000 initial overbid. Bidders must
also deposit 5%, the Deal said.  If HDOS Enterprises received a
rival bid, it would hold an auction on July 29, at which bids
would have to increase in increments of at least $100,000, the
Deal added.

                     About Hot Dog On A Stick

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

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

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HEDWIN CORPORATION: Panel Can Tap EisnerAmper as Accountant
-----------------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division, authorized the Official
Committee of Unsecured Creditors appointed in the Chapter 11 case
of Hedwin Corporation to retain EisnerAmper LLP to serve as
accountant and financial advisor, effective as of April 14, 2014.

The Debtor and Bank of America, N.A., as DIP Lender, objected to
the Committee's application to retain an accountant and financial
advisor.  Both the Debtor and BofA argued that they the Committee
did not need the firm because the Debtor provided the Committee
access to a data room containing its financial and legal
documents.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HEDWIN CORPORATION: Proposes to Pay $240,000 to 2 Top Execs
-----------------------------------------------------------
Hedwin Corporation asks the U.S. Bankruptcy Court for the District
of Maryland, Baltimore Division, to approve a settlement and
compromise with Richard Broo and Maurice LeCompte, the Debtor's
senior management, which had significant involvement in many
aspects of the sale process.

Under the settlement, Messrs. Broo and LeCompte will each receive
incentive bonus of $120,000.  The incentive bonus is tied to both
the amount of the sales price and how quickly the sale was able to
close.  The Debtors said the incentive bonus was agreed upon in
March and the original terms of the bonus agreement would have
paid each of the two executives $400,000.  The Debtors, however,
negotiated with the two executives because wording of the original
agreement, which was negotiated at a time when the Debtor was
hoping to effectuate a sale of its assets without filing Chapter
11, did not comply with Sections 503(c)(1) and (c)(2) of the
Bankruptcy Code.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HOUSTON FUEL: Moody's Rates $625MM Sr. Credit Facilities 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the $625
million senior secured credit facilities to be issued by Houston
Fuel Oil Terminal Company ("HFOTCO" or "OpCo" or "Borrower" ). The
rating outlook is stable. The $625 million in credit facilities is
made up of a $550 million, 7-year Senior Secured Term Loan B, due
2021, and a $75 million, 5-year Revolving Credit Facility, due
2019. The new facilities will refinance existing debt of $181.7
million at HFOTCO, repay $275 million of existing debt (rated Ba1
stable) at the holding company parent, Buffalo Gulf Coast
Terminals, LLC ("Buffalo" or "HoldCo"), fund a portion of the
expected growth capital expenditures, and pay breakage and
transaction costs. The $75 million revolver will be used for
general corporate purposes. HFOTCO and Buffalo are owned by
affiliates of Alinda Capital Partners, LLC ("Alinda" or
"Sponsor"). At the closing of the new HFOTCO financing, Moody's
expects to withdraw the Ba1 rating at Buffalo.

Ratings Rationale

The Ba2 rating reflects the highly contracted nature of the cash
flows, the low operating risks associated with this storage asset,
its strong market position and its strategic location at the mouth
of the Houston Ship Channel. The rating also considers the credit
quality of the contract counterparties, the contract
diversification and HFOTCO's track record in renewing expiring
contracts and in adding new customers. The Ba2 factors in
management's generally conservative approach for expanding
capacity, which includes securing contracts prior to spending
growth capex.

However, the Ba2 rating also reflects the very high total
leverage. At financial close, HFOTCO's total funded debt will
reach $775 million resulting in debt to expected 2014 EBITDA to be
8.75x, an increase from 2013 levels of 7.3x. Moreover, based upon
the Moody's Base Case, which assumes a lower recontracting rate,
Moody's  calculate that the ratio of FFO to Debt (after adjusting
for maintenance capex) to average around 8% which is in line with
the Ba rating category under Moody's Generic Project Finance
Methodology. This high leverage is permanent as debt repayment is
limited to the 1% scheduled amortization, resulting in substantial
refinancing risk. Creditors benefit from having all of the debt at
the OpCo level and from a collateral package that includes a
perfected security interest in all the assets of HFOTCO. However,
secured creditors are effectively subordinated to $225 million of
unrated, super senior Hurricane Ike Bonds, which mature in 2050.
While the existence of hard, tangible asset collateral is an
enhancement for creditors relative to the Buffalo financing at the
holding company, the lack of any structural enhancements,
including financial covenants, weaken creditor protections.

Moody's notes that the Ba2 rating on the OpCo is one notch lower
than the current Ba1 rating on the HoldCo despite the enhanced
security package and the elimination of the structural
subordination risk. The lower rating reflects that permanent
increase in leverage that the recapitalization creates, which
results in weaker financial metrics, the lack of any meaningful
debt amortization, and the weak covenant package for lenders in
the financing structure. In addition to the financing lacking any
structural features often seen in project financings, including
the absence of a debt service reserve, the term loan will have no
financial covenants, no restricted payments test and the ability
to incur up to an additional $125 million in incremental pari
passu debt based upon satisfying very lenient conditions. While
the secured revolver is expected to have a maximum leverage test,
the coverage protection only exists while the revolver is in
place, and more importantly, only when more than 25% of the
revolver is utilized. Moody's  also note that while term loan and
revolver creditors will have a security interest in the hard asset
collateral, $225 million in Hurricane Ike Bonds will have a
priority claim over the term loan and revolver creditors during
any bankruptcy reorganization or liquidation scenario. In the end,
the lack of any meaningful covenant protections coupled with a
permanent increase in leverage were two of the factors that
weighed heavily in the Ba2 rating outcome.

HFOTCO's stable outlook reflects the expectation that the
diversified portfolio of contracts will generate relatively stable
and predictable cash flows, as the cash flows are derived from
medium term contacts with predominately investment grade
counterparties.

There are limited prospects for positive rating action given the
high level of permanent leverage. Positive trends that could
eventually lead Moody's to consider an upgrade would include
actual deleveraging and pay-down of debt and/or substantially
better than projected base case financial performance.

The rating could face downward pressure if there were to be credit
deterioration by key contractual off-takers, substantial operating
performance difficulties that result in a meaningful loss of cash
flow available for debt service, or weaker than expected credit
metrics.

For further details on the rating rationale, including rating
drivers, please refer to a Credit Opinion under the Houston Fuel
Oil Terminal Company name to be published shortly on Moodys.com.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

The methodologies used in this rating were the Generic Project
Finance Methodology published in December 2010, and the Global
Midstream Energy published in December 2010.

Alinda owns HFOTCO through Alinda Infrastructure Fund II and
Alinda Infrastructure Parallel Fund II, LP (collectively, "Alinda
Fund II"). Alinda Fund II is an approximately $4.1 billion
investment fund, which is focused on investing in infrastructure
assets, including energy infrastructure, telecommunications
infrastructure, transportation and utilities. Alinda has made over
$8 billion of equity investments in infrastructure during the last
eight years.


HOUSTON REGIONAL: Wants Until Aug. 6 to File Chapter 11 Plan
------------------------------------------------------------
Houston Regional Sports Network L.P. asks the U.S. Bankruptcy
Court for the Southern District of Texas to further extend its
exclusive periods to:

  a) file a Chapter 11 plan and disclosure statement describing
     that plan until Aug. 6, 2014; and

  b) solicit acceptances of that plan until Oct. 3, 2014.

The Debtor says it is currently continuing to review and consider
various alternatives.  The Debtor notes it will be prepared to
brief the Court on the latest developments with respect to these
alternatives at the status conference scheduled for July 2, 2014.

According to court documents, in light of the complexity of the
Chapter 11 bankruptcy case, the Board of Directors of the Debtor's
general partner, including representatives from Comcast, the
Astros and the Rockets, have unanimously approved seeking an
extension of exclusivity to provide the Debtor additional time to
further explore these alternatives.  The Astros, the Rockets and
Comcast are the largest creditors of the Debtor's estate.

Charles A. Beckham, Jr., Esq., at Haynes and Boone LLP, notes,
postpetition third-party creditors are being paid in the ordinary
course of business, and the Court has authorized the payment of
third party "gap period" claims.  The Debtor believes that its
exclusive right to file a plan of reorganization has been, and
will continue to be, an invaluable tool in its review, analysis
and negotiation of any restructuring proposal.  If the Court
declines emergency consideration of the Motion, the Debtor's
ability to propose a plan of reorganization would be significantly
and irreparably damaged, Mr. Beckham adds.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOWREY LLP: Dist. Court Won't Stay Settlement Pending Appeal
------------------------------------------------------------
Advanced Discovery Inc., Howrey Claims, LLC, Kent Daniels &
Associates, LLC, and L.A. Best Photocopies, Inc. move for a stay
pending appeal to the U.S. District Court for the Northern
District of California of the bankruptcy court's order approving a
settlement between the trustee, a committee of unsecured
creditors, and certain former partners of the now defunct law
firm, Howrey LLP.  Advanced Discovery et al. asked the District
Court to decide the motion on an accelerated basis, which the
Court has accommodated.

On July 11, 2014, the District Court held a telephonic hearing on
shortened time.  In a ruling three days later, District Judge
James Donato denied the stay, ruling that Advanced Discovery et
al. have not demonstrated that a stay is warranted because they
failed to show a likelihood of success on the merits, the alleged
irreparable harm is speculative at best, and the non-moving
parties will be significantly injured if the stay is granted.

Advanced Discovery et al. are small trade creditors of Howrey LLP.
According to their counsel, Advanced Discovery et al.'s unsecured
creditor claims amount to less than $175,000.  The Howrey
bankruptcy as a whole has approximately $100 million in unsecured
creditor claims.  Even giving Advanced Discovery et al. the full
benefit of $175,000 in claims, their portion of the bankruptcy is
less than 2%.

Howrey Claims LLC is a company formed during the Howrey LLP
bankruptcy proceedings that purchased claims from other creditors
-- thus becoming a creditor itself -- and pursued those claims in
the bankruptcy.  In November 2012, Howrey Claims purported to
bring a class action lawsuit in the bankruptcy court to recover
damages directly from the former Howrey LLP partners on an alter
ego theory.  The bankruptcy court did not permit Howrey Claims to
go forward with that lawsuit, which is the subject of a separate
appeal in District Court.  The bankruptcy court held that the
alter ego claim under "either a fraudulent-transfer or a wrongful-
distribution-of-capital theory . . . plainly belongs to the
trustee."

On March 5, 2014, the chapter 11 bankruptcy trustee, Allan B.
Diamond, the Official Committee of Unsecured Creditors, and
certain former Howrey LLP partners represented by the law firm of
Klee Tuchin Bogdanoff & Stern LLP filed a Joint Motion to Approve
a Settlement with the Former Howrey Partners Represented by Klee
Tuchin.  The settlement agreement provides that in exchange for
$4,214,254, the former Howrey partners represented by Klee Tuchin
will be fully released from, among other things, the trustee's
breach of contract and fraudulent transfer claims.

Advanced Discovery et al. objected to the Settlement on several
grounds, including that it would release alter ego claims that do
not belong exclusively to the trustee.

On June 24, 2014, the bankruptcy court held a hearing on the
Settlement.  Advanced Discovery et al.'s objections were overruled
and the Settlement was approved.

During the hearing, Advanced Discovery et al. made an oral motion
to stay any adverse order pending appeal.  The bankruptcy court
denied Advanced Discovery et al.'s request.

The case before the District Court is, ADVANCED DISCOVERY INC.,
et al., Appellants, v. ALLAN DIAMOND, et al., Appellees, Case No.
14-CV-03062-JD (N.D. Calif.).  A copy of the District Court's July
14, 2014 Order is available at http://is.gd/IYn6x5from
Leagle.com.

Advanced Discovery, Inc., et al. are represented by:

     Frank R. Ubhaus, Esq.
     BERLINER COHEN
     10 Almaden Blvd
     San Jose, CA
     Tel: (408) 286-5800
     E-mail: frank.ubhaus@berliner.com

          - and -

     Myron Moskovitz, Esq.
     LAW OFFICES OF MYRON MOSKOVITZ
     601 Van Ness Avenue, Suite 1042
     San Francisco, CA 94102
     Tel: 510-384-0354

          - and -

     William McGrane, Esq.
     McGRANE LLP
     Four Embarcadero Center, Suite 1400
     San Francisco, CA 94111
     Telephone: 415-292-4807
     E-mail: william.mcgrane@mcgranellp.com

The Official Committee of Unsecured Creditors of Howrey LLP,
Interested Party, is represented by:

     Bradford Frost Englander, Esq.
     WHITEFORD, TAYLOR AND PRESTON, LLP
     3190 Fairview Park Drive, Suite 300
     Falls Church, VA 22042-4510
     Tel: 703-280-9081
     Fax: 703-280-3370
     E-mail: benglander@wtplaw.com

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


INDEPENDENCE TAX IV: Posts 2.71-Mil. Net Loss in FY Ended March 31
------------------------------------------------------------------
Independence Tax Credit Plus L.P. IV reported a net loss of $2.71
million on $3.6 million of total revenues for the fiscal year
ended March 31, 2014, compared to a net loss of $967,365 on $3.45
million of total revenues in 2013.

At March 31, 2014, the Partnership's liabilities exceeded assets
by $21.89 million, including gain on sale of properties of
$819,451.  These factors raise substantial doubt about the
Partnership's ability to continue as a going concern.

The Company reported a net loss of $2.71 million on $3.6 million
of total revenues for the fiscal year ended March 31, 2014,
compared to a net loss of $967,365 on $3.45 million of total
revenues in 2013.

The Company's balance sheet at March 31, 2014, showed $4.79
million in total assets, $26.69 million in total liabilities and
stockholders' deficit of $21.89 million.

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

                       http://is.gd/m5nLzJ

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.

On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors.  The Offering was terminated on May 22, 1996.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will take a number of years.

The Partnership reported a net loss of $967,365 on $4.2 million of
revenues in fiscal 2013, compared with net income of $970,124 on
$4.1 million of revenues in fiscal 2012.


INTELLICELL BIOSCIENCES: Rosen Seymour Dismissed as Accountants
---------------------------------------------------------------
The Audit Committee of the Board of Intellicell Biosciences, Inc.,
approved the dismissal of Rosen Seymour Shapss Martin & Company
LLP as the Company's independent registered public accounting
firm, effective immediately.  The dismissal was not a result of
any disagreement with the accounting firm.

The report of Rosen Seymour Shapss Martin & Company LLP on the
Company's consolidated financial statements as of and for the year
ended Dec. 31, 2013, did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, and included
explanatory paragraphs, except for going concern language.

On July 1, 2014, the Audit Committee approved the appointment of
Rosenberg Rich Baker Berman & Company as the Company's independent
registered public accounting firm to perform independent audit
services beginning with the quarter ended June 30, 2014.  During
the year ended Dec. 31, 2013, and through July 1, 2014, neither
the Company, nor anyone on its behalf, consulted Rosenberg Rich
Baker Berman & Company regarding the application of accounting
principles related to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's financial statements or as to any disagreement or
reportable event as described in Item 304(a)(l)(iv) and Item
304(a)(l)(v), respectively, of Regulation S-K under the Securities
Act of 1933, as amended.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.

The Company's balance sheet at March 31, 2014, showed $4.09
million in total assets, $25.26 million in total liabilities and a
$21.16 million total stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future 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 intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


INTERCEPT ENERGY: K.R. Margetson Ltd. Raises Going Concern Doubt
----------------------------------------------------------------
Intercept Energy Services Inc. filed with the U.S. Securities and
Exchange Commission on May 15, 2014, its annual report on Form 20-
F for the year ended Dec. 31, 2013.

K.R. Margetson Ltd. expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company incurred a significant loss from operation, negative cash
flows from operating activities and has an accumulated deficit.

The Company reported a net loss of C$3.03 million on C$2.1 million
of revenue in 2013, compared with a net loss of C$4.13 million on
C$518,733 of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed C$4.78
million in total assets, C$6.41 million in total liabilities, and
a stockholders' deficit of C$1.63 million.

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

                       http://is.gd/L9fpfD

Intercept Energy Services Inc., an oil and gas service company,
specializes in frac water heating, unconventional energy
extraction, and related services in Canada and the United States.
The company provides BIG HEAT, a proprietary technology that heats
water used in the fracturing process by exploration and production
companies. Its services comprise oil sands processing, oilfield
equipment, and oilfield waste disposal and recovery of reusable
products from waste.  The company also owns and operates six thru-
tubing power tong units.  In addition, it also rents equipment.
The company was formerly known as Global Green Matrix Corp. and
changed its name to Intercept Energy Services Inc. in September
2013.  Intercept Energy Services Inc. was incorporated in 1995 and
is headquartered in Vancouver, Canada.


INTERNATIONAL FOREIGN: DiConza May Handle Special Claims Matters
----------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., et al.,
sought and obtained authorization from the Hon. Robert E. Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
to expand the scope of retention and employment of DiConza Traurig
Kadish LLP, to allow DTK to provide services in connection with
certain claims against the Debtors' estates which appear likely to
remain unresolved as of the consummation of the Debtors' plan of
liquidation.

DTK may render these legal services with respect to Special Claims
Matters as requested by the Debtors and in addition
to the services authorized by the court order dated Dec. 3, 2013:

      a) advising the Debtors concerning, and assisting in the
         negotiation, litigation and resolution of Special Claims
         Matters;

      b) conducting discovery, filing motions and objections, and
         participating in hearings, as may be appropriate, with
         respect to Special Claims Matters;

      c) investigating and advising concerning potential
         counterclaims and defenses to be asserted against
         claimants relating to Special Claims Matters; and

      d) performing other legal services for and on behalf of the
         Debtors, and at their request, as be necessary or
         appropriate in connection with Special Claims Matters.

In connection with Special Claims Matters, DTK will be compensated
for fees and reimbursed for reasonable and necessary expenses, and
will file interim and final fee applications for allowance of its
compensation and expenses.  DTK will use its best efforts to avoid
any duplication of services provided by any of the Debtors' other
retained professionals in these Chapter 11 cases.

               About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  DiConza Traurig LLP serves as conflicts counsel.  The
Debtors' special counsel is Withers Bergman LLP.  The Debtors'
notice, claims, solicitation and balloting agent is Logan &
Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.

International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013.  The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk.  The piecemeal
auction fetched combined bids of $3.38 million.  When the assets
were offered in bulk, Ruby came out on top with an offer of
$7.48 million, which the bankruptcy court in New York approved
Nov. 26.


INTERNATIONAL MANUFACTURING: Trustee Wants IMG Cash Collateral
--------------------------------------------------------------
Beverly N. McFarland, Chapter 11 trustee of International
Manufacturing Group, Inc., asks for permission from the  Hon.
Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern
District of California to use cash collateral of IMG Funding, LLC,
on a final basis for a four-month period effective nunc pro tunc
to June 24, 2014.

A hearing is set for July 23, 2014, at 10:00 a.m. to consider the
Chapter 11 Trustee's motion.

The Chapter 11 Trustee wants to use all proceeds from
the Debtor's business selling and distributing medical supplies to
dentists and to tattoo artists under the dba RelyAid located in
West Sacramento up to the amount of $250,000 per month on the
actual and necessary costs of operating the Business including any
out of pocket expenses incurred by the Chapter 11 Trustee in
operating the Business, or such higher amounts as reasonably
required to maintain the operations of the Business if approved by
IMG Funding.

The Chapter 11 Trustee seeks to use all the gross proceeds in the
operation of the Business for the actual and necessary costs of
operating the business including any out of pocket expenses
incurred by the Chapter 11 Trustee in operating the Business.

In exchange for using the cash collateral, the Chapter 11 proposes
to grant IMG a replacement lien on any and all assets of the
Debtor of the same kind and character and to the same extent,
validity and priority as IMG's pre-petition lien on the Debtor's
assets nunc pro tunc to the Chapter 11 Trustee selection date.

The Chapter 11 Trustee states in her July 2, 2014 court filing
that based on an initial review of the operations of the Business,
the Business receives gross revenue of approximately $250,000 per
month, with positive future cash flow estimated at $8,000 to
$15,000 per month (without any reserve for paying rent or mortgage
debt for the facility in which the Business is located).

IMG will be adequately protected by the proposed replacement lien
and the preservation of the value of the Debtor's business and its
assets as a going concern versus the value if the Business were
closed and the inventory and equipment sold at a liquidation
value, the Chapter 11 Trustee says.

               About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence.  The
bankruptcy filing was part of his plea bargain with federal
prosecutors.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014.  The case is assigned to
Judge Robert S. Bardwil.

According to the docket, governmental entities have until Nov. 26,
2014, to file claims.

The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.

Mr. Wannakuwatte is the former owner of the Sacramento Capitols
tennis team.


INTERNATIONAL MANUFACTURING: Beverly McFarland as Ch 11 Trustee
---------------------------------------------------------------
The Hon. Robert S. Bardwil of the U.S. Bankruptcy Court for the
Eastern District of California has approved the appointment of
Beverly N. McFarland as Chapter 11 trustee in International
Manufacturing Group, Inc.'s bankruptcy case.

On June 19, 2014, the Court entered an order that a Chapter 11
trustee will be appointed by Tracy Hope Davis, U.S. Trustee for
Region 17, in this case.

After consultation with parties-in-interest, the U.S. Trustee
selected Ms. McFarland as Chapter 11 Trustee.  The U.S. Trustee
sought the Court's approval on June 24, 2014.

               About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence.  The
bankruptcy filing was part of his plea bargain with federal
prosecutors.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014.  The case is assigned to
Judge Robert S. Bardwil.

According to the docket, governmental entities have until Nov. 26,
2014, to file claims.

The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.

Mr. Wannakuwatte is the former owner of the Sacramento Capitols
tennis team.


INVENTIV HEALTH: Moody's Rates $475MM 2nd Lien Notes 'Caa2'
-----------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family
Rating (CFR) and Caa1-PD Probability of Default Rating (PDR) of
inVentiv Health Inc. The affirmation follows the announcement that
inVentiv is launching a transaction in which it will replace its
"B1-2" Term Loan due 2016 with a new "B4" term loan due 2018 and
exchange up to $475 million of its existing Unsecured Notes for
new Junior Lien PIK Toggle Notes. Moody's assigned a Caa2 rating
to the new Junior Lien PIK Toggle Notes and a B2 rating to the
"B4" Term Loan, and also downgraded the Unsecured Notes to Caa3
from Caa2. Moody's affirmed the B2 rating on the remaining 1st
Lien Senior Secured debt as well as the Speculative Grade
Liquidity Rating of SGL-3 (signifying adequate liquidity). The
outlook remains negative.

Moody's took the following rating actions on inVentiv Health Inc.:

Ratings affirmed

Corporate Family Rating, at Caa1

Probability of Default Rating, at Caa1-PD

1st lien senior secured "B3" Term Loan, at B2 (LGD3)

1st lien senior secured notes, at B2 (LGD3)

Speculative Grade Liquidity Rating, at SGL-3

Ratings assigned

1st lien senior secured "B4" Term Loan, at B2 (LGD3)

Junior Lien PIK Toggle notes, Caa2 (LGD5)

Ratings downgraded

Senior unsecured notes, to Caa3 (LGD5) from Caa2 (LGD5)

The outlook is negative.

Ratings Rationale

The affirmation of the Caa1 CFR is supported by the reduced
likelihood of a near-term default due to the extension of the
first maturity to 2018, the potential cash injection of around $50
million through debt issued to the sponsors, as well as the
ability to PIK the interest on the new Junior Lien Notes. A PIK
election on the notes will conserve roughly $47.5 million of cash
per year (assuming $475 million of unsecured notes are exchanged),
allowing the company to preserve liquidity if necessary.

That said, the increase of approximately $50 million of debt from
the current transaction as well as the potential for increased
debt from future PIK elections, creates an increasingly
unsustainable capital structure given current EBITDA levels.
Moody's estimates total debt to EBITDA of approximately 12.0x and
interest coverage (defined as EBITDA less capital expenditures to
interest expense) of less than 1.0x.

The Caa1 rating is supported by positive trends in the industry,
particularly in the late stage clinical business (approximately
45% of total revenue), which could aid a return to EBITDA growth
for inVentiv; and the company's significant size and diversity of
service offerings. Further supporting the ratings is the company's
proactive management of its liquidity -- which Moody's believe
will be adequate over the next 12-18 months -- as well as the
equity sponsor's demonstrated willingness to contribute
incremental capital to inVentiv.

The downgrade of the senior unsecured notes to Caa3 from Caa2
reflects the meaningful increase in secured debt resulting from
the proposed transactions, which would reduce the recovery
prospects for unsecured note holders in the event of a default.
Moody's will withdraw the B2 rating on the existing "B1-2" Term
Loan maturing in 2016 if it is replaced as planned with the "B4"
term loan. Notwithstanding the improvement in liquidity from the
proposed transaction, the negative outlook reflects the risk that
the company will not be able to achieve the meaningful improvement
in EBITDA necessary to reduce its very high leverage and improve
cash flow generation.

Moody's could downgrade the ratings if EBITDA continues to decline
and/or liquidity weakens.

The ratings could be upgraded if the company is able to turn
around its operations resulting in EBITDA growth, such that
adjusted debt to EBITDA is expected to be sustained below 7.5
times.

The principal methodology used in rating inVentiv was the Global
Business & Consumer Service Industry Rating Methodology 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.

inVentiv, headquartered in Burlington, Massachusetts, is a
provider of outsourced services to the pharmaceutical, life
sciences and healthcare industries. inVentiv provides a broad
range of clinical development, communications and
commercialization services to clients to assist in the development
and commercialization of pharmaceutical products and medical
devices. For the twelve months ended March 31, 2014, the company
reported greater than $1.5 billion in net revenues. In August
2010, inVentiv was taken private by Thomas H. Lee Partners and
Liberty Lane Partners in a transaction valued at $1.1 billion.


JACOBS FINANCIAL: Obtains $4.5 Million in Financing
---------------------------------------------------
Jacobs Financial Group, Inc., on July 9, 2014, completed a
$4,500,000 financing.  In effect, a subsidiary of the Company
borrowed the funds at 8.00% interest with principal repayments on
a ten year schedule.  Proceeds of the borrowing were applied:

    (i) to purchase from certain of the Company's note holders
        50.7% ($1.775 million face amount) of the outstanding
        senior promissory  notes comprising a $3.5 million
        financing dating from 2008,  together with interest
        accrued thereon and the associated  collateral, which
        senior promissory notes have been in default;

   (ii) to pay in full delinquent tax liabilities owed to the
        Internal Revenue Service and State of West Virginia;

  (iii) to pay an outstanding judgment; and

   (iv) to pay certain other current  liabilities.

The financing was a product of the Company's ongoing efforts to
restructure its balance sheet to position itself to take advantage
of business opportunities.

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.  The Company's balance sheet at
Feb. 28, 2013, showed $8.63 million in total assets, $17.17
million in total liabilities, $1.89 million in total mandatorily
redeemable convertible preferred stock, and a $10.43 million total
stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses raise
substantial doubt about its ability to continue as a going
concern.


JAMES RIVER: Creditors' Panel Taps Dexter Patton as Consultant
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of James River Coal
Company and its debtor-affiliates seeks authorization from the
U.S. Bankruptcy Court for the Eastern District of Virginia to
retain Dexter Patton Jr. as operational consultant, nunc pro tunc
to May 20, 2014.

The Committee requires Mr. Patton to:

   (a) analyze the Debtors' operations and cost structure;

   (b) analyze and compare the Debtors' operations to competitors;

   (c) conduct site visits;

   (d) interview the Debtors' management and employees; and

   (e) provide advice to the Committee with respect thereto.

Subject to the Court's approval and except as otherwise modified
herein or by order of the Court, the Committee seeks to:

   - pay Mr. Patton an hourly fee of $300 for his services; and

   - reimburse Patton for all actual, reasonable and documented
     out-of-pocket expenses incurred in connection with this
     engagement.

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

                        About 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.


JAMMIN JAVA: Squar, Milner, et al. Raises Going Concern Doubt
-------------------------------------------------------------
Jammin Java Corp. reported a net loss of $6.7 million on $5.64
million of net revenue for the fiscal year ended Jan. 31, 2014,
compared to a net loss of $4.02 million on $1.82 million of net
revenue in 2013.

Squar, Milner, Peterson, Miranda & Williamson, LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has incurred operating
losses from inception, has an accumulated deficit approximating
$13.76 million, and has only recently generated revenues from its
principal operations.

The Company's balance sheet at Jan. 31, 2014, showed $4.75 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $2.85 million.

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

                       http://is.gd/Ix0Z3v

Denver-based Jammin Java Corp. (OTC QB: JAMN) provides premium,
artisan roasted coffee to the grocery, retail, online, service,
hospitality, office coffee service and big box store industry.
Under its exclusive licensing agreement with 56 Hope Road, the
company continues to develop its coffee lines under the Marley
Coffee brand.


KGHM INT'L: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Vancouver-based mining company KGHM International Ltd. (KGHMI) to
stable from negative.  At the same time, Standard & Poor's
affirmed its 'BB-' long-term corporate credit and senior unsecured
debt ratings.  The '3' recovery rating on the senior unsecured
notes is unchanged, and indicates S&P's expectation of meaningful
(50%-70%) recovery in a default scenario.

"The outlook revision primarily reflects our view that KGHMI is
"strategically important" to its ultimate parent, KGHMI Polska
Miedz S.A., following its direct financial support to the company
and our understanding that this will continue, particularly with
respect to Sierra Gorda-related capital requirements," said
Standard & Poor's credit analyst Jarrett Bilous.  S&P had
previously assumed KGHMI was "moderately strategic" as per its
group rating methodology.

The ratings on KGHMI reflect Standard & Poor's view of the
company's "weak" business risk profile and "highly leveraged"
financial risk profile, which produce a 'b-' anchor score.  S&P do
not apply modifiers to the anchor score, resulting in a stand-
alone credit profile (SACP) of 'b-'.  Based on S&P's view of
KGHMI's strategic importance to KGHMI Polska, it applies a three-
notch uplift to the SACP as per S&P's group rating methodology,
which results in a final rating of 'BB-'.

The company relies highly on production from its Robinson mine in
Nevada, which has historically contributed about half of its
copper production and a similar amount of EBITDA.  The risks of
high production concentration became apparent in first-quarter
2014, because operating issues at Robinson led to a sharp
deterioration in consolidated financial results and a subsequent
revision in S&P's estimates for 2014.

"In our view, the start of commercial production from the 55%-
owned Sierra Gorda mining project in late 2014 should modestly
enhance our view of KGHMI's business risk profile.  Commercial
production from the mine will add scale and diversity to the
company's operations, and should improve its overall cash cost
position.  We believe the estimated 20-year life of the Sierra
Gorda mine will also enhance KGHMI's production visibility, and
profitability could substantially improve based on contemporary
copper prices.  However, the company's high degree of production
concentration from a limited number of mines is likely to
constrain the business risk assessment," S&P said.

The stable outlook reflects S&P's expectations that KGHMI's
financial risk profile will remain commensurate with a highly
leveraged assessment, and that KGHMI Polska will assume funding
requirements related to its Sierra Gorda JV.

A negative rating action could result from a material decline in
the company's liquidity, which could result from a sharp
deterioration in margins at its current operating mines, or lower-
than-expected financial support from KGHMI Polska.

A positive rating action could result from significant improvement
in KGHMI's SACP.  In S&P's view, a sustained adjusted debt-to-
EBITDA ratio of below 3x would likely be a trigger for a positive
rating action.


KIDSPEACE CORP: Removes KNCG From Joint Administration
------------------------------------------------------
The Hon. Richard E. Fehling of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized KidsPeace Corporation
and its debtor-affiliates to remove KidsPeace National Centers of
Georgia (Case No. 13-14512) from the joint administration with the
their related Chapter 11 case for procedural purposes.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LATEX FOAM: U.S. Trustee Appoints 5-Member Creditors' Committee
---------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
appointed, pursuant to Section 1102(a)(1) of the Bankruptcy Code,
these entities to the Official Committee of Unsecured Creditors in
the Chapter 11 case of Latex Foam International, LLC:

     1. BASF CORPORATION
        Attention: Peter Argiriou, Director of Credit
        100 Park Avenue
        Florham Park, NJ 07932
        Tel: (973) 245-6577
        Fax: (973) 2245-6779

     2. INCENTIVE TEAM, LLC
        Attention: Peter Goldberger, Senior Partner
        2450 Atlanta Highway, Suite 1103
        Cumming, GA 30040
        Tel: (770) 643-4732
        Fax: (404) 382-6010

     3. RUCKEL MANUFACTURING CO.
        Attention: Joseph Rottenberg, Partner
        63 Flushing Avenue, Unit 331
        Brooklyn, NY 11205
        Tel: (718) 643-8005
        Fax: (718) 643-8008

     4. ERGOMOTION INC.
        Michael Collins, Staff Accountant
        19 East Ortega Street
        Santa Barbara, CA 93101
        Tel: (805) 979-3930
        Fax: N/A

     5. PLEASANT MATTRESS, INC.
        Attention: Rion Morgenstern, Vice President
        375 S. West Avenue
        Fresno, CA 93706
        Tel: (559) 268-6446
        Fax: (559) 268-0431

                         About Latex Foam

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  David Fisher signed the petitions
as president.  The Debtors are seeking joint administration of
their cases.

LFI estimated $10 million to $50 million in assets and debt.

Judge Alan H.W. Shiff presides over the cases.

James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.


LIVEDEAL INC: Posts $975K Net Loss for Q1 Ended March 31
--------------------------------------------------------
LiveDeal, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $975,860 on $678,033 of net revenues for
the three months ended March 31, 2014, compared with a net loss of
$3.21 million on $555,084 of net revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $13.45
million in total assets, $1.3 million in total liabilities, and
stockholders' equity of $12.16 million.

For the six months ended March 31, 2014 and 2013, the Company had
a net loss of $1.38 million and $4.27 million respectively.  These
circumstances result in substantial doubt as to the Company's
ability to continue as a going concern, according to the
regulatory filing.  The Company said its ability to continue as a
going concern is dependent upon the Company's ability to generate
sufficient revenues to operate profitably or raise additional
capital through debt financing and/or through sales of common
stock.  The failure to achieve the necessary levels of
profitability and obtain the additional funding would be
detrimental to the Company.

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

                       http://is.gd/1KKZwx

Las Vegas, Nev.-based LiveDeal, Inc., provides online customer
acquisition services for small-to-medium sized local businesses,
or "SMBs".


LIVING HOPE SOUTHWEST: Pinewood Can't Intervene in Suit v. LHSE
---------------------------------------------------------------
Living Hope Southwest Medical Services, LLC breached a lease
agreement with Pinewood Enterprises, L.C., for certain real
property located in Texarkana, Arkansas, and in the spring of 2006
Pinewood filed a complaint in the Circuit Court of Miller County,
Arkansas to recover the property, for a judgment on past-due lease
payments, and to pierce the corporate veil of LHSW.  On July 18,
2006, the Miller County Circuit Court entered an Order for
Immediate Possession.  LHSW filed a petition for relief under
Chapter 11 of the bankruptcy code on that same date.  The case was
later converted to a case under Chapter 7 of the Bankruptcy Code
on August 15, 2008, and Renee S. Williams was appointed as the
Chapter 7 Trustee.

In February 2009, the Chapter 7 Trustee filed several adversary
proceedings against numerous defendants related to the debtor,
LHSW, including Living Hope Southeast, LLC, seeking to recover
pre-petition and post-petition transfers by LHSW.  The Trustee
entered into a Settlement Agreement with several of the defendants
on May 27, 2009.  The bankruptcy court granted approval of the
settlement over the objections of two unsecured creditors of LHSW,
including Pinewood.  The settlement, however, was overturned on
appeal. The parties then attempted to amend the settlement
agreement. The amended settlement was again overturned on appeal.

The adversary proceeding was administratively closed on July 19,
2011, but reopened on November 30, 2012. The same day the
proceeding was reopened, the Chapter 7 Trustee filed a motion to
amend the complaint in the proceeding, which the bankruptcy court
granted on December 3, 2012.

The Chapter 7 Trustee then filed her third amended complaint,
against LHSE only, on December 4, 2012, requesting the bankruptcy
court to avoid certain post-petition transfers from LHSW to LHSE
and to impose a constructive trust on the avoided transfers. A
pre-trial hearing was held on December 18, 2012, at which time the
matter was set for trial on January 15, 2013.

Pinewood alleges that it was not aware that these events had
occurred in the AP until the end of 2012.

On January 4, 2013, the Chapter 7 Trustee filed a pretrial brief
in which the Trustee more explicitly sought a constructive trust
on all current assets of LHSE and on its future net income stream.
Allegedly in response to this pretrial brief, Pinewood filed a
motion for relief from the automatic stay in LHSE's pending
bankruptcy case so that it could move to intervene in the
adversary proceeding in the LHSW bankruptcy.

On January 9, 2013, Pinewood filed a motion to continue the
adversary proceeding to have sufficient time to gain relief from
the stay in the LHSE bankruptcy.  Pinewood obtained relief from
the stay in the LHSE bankruptcy on January 14, and filed its
motion to intervene in the LHSW adversary proceeding on the same
day.

The bankruptcy court denied both the motion for continuance and
the motion to intervene on January 15, 2013, and then proceeded to
trial on the Chapter 7 Trustee's third amended complaint against
LHSE.  Ultimately, the bankruptcy court denied the Trustee's
request for a constructive trust but awarded the Trustee an
unsecured claim against LHSE in the amount of $1,190,000.

Dr. James J. Naples, as successor in interest to Pinewood, now
appeals the bankruptcy court's orders denying Pinewood's motions
for intervention and continuance as well as the order granting an
unsecured claim to LHSW against LHSE.

In a July 14, 2014 Opinion and Order available at
http://is.gd/Ksx8ajfrom Leagle.com, Chief District Judge P.K.
Holmes, III, affirmed the decision of the U.S. Bankruptcy Court
for the Western District of Arkansas.  The orders of the
Bankruptcy Court denying Pinewood's motions for intervention and
continuance are affirmed, and the appeal is dismissed.

The appellate case is, JAMES J. NAPLES, Appellant, v. RENEE S.
WILLIAMS, Appellee, Case No. 4:13-CV-04028 (W.D. Ark.).

James J Naples is represented by:

     Gary D. Marts, Jr., Esq.
     Judy Simmons Henry, Esq.
     Kimberly W. Tucker, Esq.
     WRIGHT, LINDSEY & JENNINGS LLP
     200 West Capitol Avenue, Suite 2300
     Little Rock, AR 72201
     Tel: 501-212-1234
     Fax: 501-376-9442
     E-mail: gmarts@wlj.com
             jhenry@wlj.com
             ktucker@wlj.com

Renee S. Williams, the Chapter 7 Trustee, is represented by:

     Thomas S. Streetman, Esq.
     Renee S. Williams, Esq.
     Robert Bynum Gibson, III, Esq.
     STREETMAN, MEEKS & GIBSON, PLLC
     302 Main Street
     Crossett, AR 71635
     Tel: 870-229-0604
     Toll Free: 800-621-5537
     Fax: 870-364-6500

Living Hope Southeast, LLC, as Defendant, is represented:

     Justin D. Wear, Esq.
     Michael Edward Collins, Esq.
     MANIER & HEROD
     One Nashville Place
     150 Fourth Avenue North, Suite 2200
     Nashville, TN 37219
     Tel: (615) 742-9328
     Fax: (615) 242-4203
     E-mail: jwear@manierherod.com
             mcollins@manierherod.com

Living Hope Southeast, LLC, based in Little Rock, Arkansas, filed
for Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 12-11082) on
Feb. 27, 2012.  James E. Smith, Jr., Esq., at Smith Akins P.A.,
represented the Debtor.  LHSE scheduled $795,648 in assets and
liabilities of $1,403,166.  The petition was signed by Michael
Grundy, vice president and CEO.

Living Hope Southwest Medical Services LLC, in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006.  The case was later converted to a Chapter 7
liquidation on Aug. 15, 2008.  Richard L. Ramsay, Esq., at
Eichenbaum, Liles & Heister, P.A., served as Chapter 11 counsel.
In its petition, the Debtor did not disclose its assets but
indicated that debts were between $1 million to $10 million.
Renee S. Williams was named trustee in the Chapter 7 bankruptcy
case.


LOFINO PROPERTIES: Gets Disclosure Statement Approved
-----------------------------------------------------
Judge Lawrence S. Walter entered an order on July 3, 2014,
approving the First Amended Disclosure Statement with respect to
the Joint Plan for Lofino Properties, Inc. and Southland 75, LLC.

The Troubled Company Reporter reported on May 26, 2014, that the
Plan Plan will be implemented:

     -- through disposition of property that serves as collateral
        to the debt owed to GLICNY Real Estate Holding, LLC;

     -- by cash generated by Reorganized Lofino's operations;

     -- the potential sale of property that serves as collateral
        to debt owed to First Financial;

     -- by the collection and liquidation of the Debtors'
        non-operating assets; and

     -- by recoveries from Causes of Action.

The Plan provides for the payment in full of all valid claims over
time.  The Plan designates certain unclassified Claims, five
Classes of Claims against the Debtors, and two Classes of
Interests.

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.

Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by Raymond J. Pikna, Jr., Esq., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


LOFINO PROPERTIES: Ch. 11 Trustee Taps Gibbs as Special Counsel
---------------------------------------------------------------
Henry E. Menninger, Jr., as Chapter 11 Trustee for Lofino
Properties LLC and Southland 75 LLC, asks the Hon. Lawrence S.
Walter of the U.S. Bankruptcy Court for the Southern District of
Ohio for permission to retain The Gibbs Firm, LPA as his special
counsel, nunc pro tunc March 25, 2014.

The firm is expected to appeal the real estate taxes on the
properties subject to the mortgages of Glicny Real Estate Holding
LLC.

The firm proposes to perform legal services in connection with its
employment on an hourly basis at $300 per hour, which is less than
the $350 per hour usual and customary hourly rate of Ryan J.
Gibbs, Esq., attorney at the firm, plus reimbursement of
reasonable and necessary expenses.

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.

Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by Raymond J. Pikna, Jr., Esq., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


LOVE CULTURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Love Culture Inc.
        1400 Willowbrook Mall, Suite 1655
        Wayne, NJ 07470

Case No.: 14-24508

Type of Business: A specialty retailer in the fast fashion segment
                  and brand of edgy, fashion-forward apparel and
                  accessories catering to young women in the 18-35
                  demographic.

Chapter 11 Petition Date: July 16, 2014


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

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: Kenneth A. Rosen, Esq.
                  Gerald C. Bender, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973.597.2500
                  Fax: 973.597.2400
                  Email: krosen@lowenstein.com
                         gbender@lowenstein.com

Debtor's          J.E. Rick Bunka
Chief             POINT NORTH LLC
Restructuring
Officer:

Debtor's
Financial
Advisor:          PRICEWATERHOUSECOOPERS LLP

Debtor's
Claims and
Noticing
Agent:            E.B.S. LLC DBA EPIQ SYSTEMS

Debtor's
Investment        CONSENSUS ADVISORY SERVICE LLC AND
Banker:           CONSENSUS SECURITIES LLC

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by J.E. Rick Bunka, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Prime Business Credit, Inc.                           $4,851,025
1055 West Seventh Street
Suite 2200
Los Angeles, CA 90017
Tel: (213)225-1000
E-Mail: jchae@pbcusa.com

General Growth Properties, Inc.        Leases         $3,941,690
Julie Minnick Bowden
110 N. Wacker Drive
Chicago, IL 60606
Tel.: (312)960-2707
E-Mail: julie.minnick@ggp.com

Willowbrook Mall, LLC
1400 Willowbrook Mall
Suite 1655
Wayne, NJ 07470

Bridgewater Commons Mall II, LLC
400 Commons Way, Suite 225
Bridgewater, NJ 08807

Woodbridge Center Property, LLC
250 Woodbridge Center Drive, Suite 103
Woodbridge, NJ 94550

EJK                                                  $2,565,853
500 S. Berendo Street, Suite 105
Los Angeles, CA 90020
Tel.: (213)604-0302
Email: ponku@att.net

FNS, Inc.                                            $2,488,428
440 Sylvan Avenue, Suite 270
Englewood Cliffs, NJ 07632
Tel.: (310)667-4822
Email: Christine.joo@pantos.com

Simon Property Group, Inc.              Leases       $1,983,787
Ronald M. Tucker
225 West Washington Street
Indianapolis, IN 46204
Tel.: (317)263-2346
Email: Rtucker@simon.com

The Taubman Company                     Leases       $1,189,266
200 East Long Lake Road, Suite 300
Bloomfield Hills, MI 48304
Tel.: (248)258-7565
Email: mgala@taubman.com

Lux Design & Construction Ltd.                       $1,134,280
P.O. Box 158806
Nashville, TN 37215
Tel.: (852)3107-0006
Email: info@lux.com.hk

Lovely Day                                             $941,654
1015 S. Crocker Street, Suite S03
Los Angeles, CA 90021
Tel.: (213)741-0752
Email: lovelydayfashion@yahoo.com

Epicor Retail Solutions Corporation       Agreement     Unknown
2800 Trans Canada Highway
Pointe Claire, QUE H9R 1B1
Tel.: (514)426-0822
Email:info@epicor.com

Demandware, Inc.                          Agreement     Unknown
5 Wall Street
Burlington, MA 01803
Tel.: (781)425-1400
Email: rjames@demandware.com

Be Cool                                                $903,435
1016 S. Towne Avenue, Suite 116
Los Angeles, CA 90021
Tel.: (213)746-0202
Email: becool1016116@yahoo.com

San Joy                                                $808,763
1100 S. Pedro Street, Suite G3
Los Angeles, CA 90015
Tel.: (213)742-0371
Email: sanjoyinc.@hotmail.com

Teenbell                                               $748,419
1100 S. San Pedro Street, Suite N-2
Los Angeles, CA 90015
Tel.: (213)747-5560
Email: teenbellkay@gmail.com

My Story                                               $674,872
3450 Wrightsboro Road
Augusta, GA 30909
Tel.: (213)744-0566
Email: mystory1000@gmail.com

Timing                                                 $623,222
2809 S. Santa Fe Avenue
Vernon, CA 90058
Tel.: (323)589-8684
Email: joycekim@timingfashion.com

Popular Basic                                          $619,310
747 E. 10th Street, Suite 112
Los Angeles, CA 90021
Tel.: (213)572-0888
Email: davidchoi@popularbasics.com

The Westfield Group                     Leases         $577,990
2049 Century Park East, 41st Floor
Century City, CA 90067
Tel.: (240) 669-0335
Email: lawong@westfield.com

Sugar Mint                                             $542,750
807 E. 12th Street, Suite 150
Los Angeles, CA 90021
Tel.: (323)262-0799
Email: lauren@sugarmintfashion.com

January 7                                              $525,343
1001 Towne Avenue, Suite 115
Los Angeles, CA 90021
Tel.: (213)746-1111
Email: January7clothing@hotmail.com

Macerich Real Estate Co.                 Leases        $442,965
401 Wilshire Boulevard, Suite 700
Santa Monica, CA 90401
Tel.: (424)229-3641
Email: Michelle.Woods@macerich.com


M LINE HOLDINGS: Incurs $973-K Net Loss for March 31 Quarter
------------------------------------------------------------
M Line Holdings, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $973,713 on $2.42 million of net sales
for the three months ended March 31, 2014, compared with a net
loss of $615,413 on $2.32 million of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $4.62
million in total assets, $7.75 million in total liabilities, and a
stockholders' deficit of $3.13 million.

The Company has an accumulated deficit of $15.04 million as of
March 31, 2014 and negative working capital.

The Company recognizes that the very weak economy over the past
few years and the difficulty in raising new funds has impacted the
working capital needs of the Company.

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

                       http://is.gd/IcSUa7

                      About M Line Holdings

Tustin, Calif.-based M Line Holdings, Inc., provides services and
products to the machine tool industry, including the sale of new
and refurbished pre-owned computer numerically controlled (CNC)
machines and the manufacture of precision metal components.

                           *     *     *

Following the company's results for the fiscal year ended June 30,
2013, MaloneBailey, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operations.

The Company reported a net loss of $4.39 million on $9.32 million
of net sales for the year ended June 30, 2013, compared with a net
loss of $768,242 on $10.18 million in fiscal 2012.


MEDIMPACT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of MedImpact
Holdings, Inc. to positive from stable. At the same time, Moody's
affirmed MedImpact's existing ratings including its B3 Corporate
Family Rating.

Ratings affirmed with a positive outlook:

MedImpact Holdings, Inc.

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $160 million Senior Secured Notes at Caa2 (LGD5)

  $230 million Senior Secured Notes at Caa2 (LGD5)

Rating Rationale

"MedImpact's leverage remains relatively high following the 2013
acquisitions of ScriptSave and Apex Affinity, but leverage is
likely to moderate as the company realizes growth in script volume
and EBITDA, " said Diana Lee, a Moody's Vice President and Senior
Credit Officer.

The change to a positive outlook reflects Moody's belief that
MedImpact will sustain good retention rates and new customer wins.
The positive outlook further reflects Moody's view that MedImpact
is not likely to engage in debt-financed acquisitions over the
next 12 to 18 months and instead, will continue to deleverage,
benefiting from improved profitability and cash flow.

MedImpact's B3 CFR reflects high leverage, a small revenue base,
and a highly concentrated ownership structure that historically
resulted in aggressive financial practices. Debt levels rose
following the issuance of debt in 2013 to partially fund
acquisitions of ScriptSave and Apex Affinity, both offering drug
card savings programs. The ratings benefit from MedImpact's
position as a niche pharmacy benefit manager (PBM) that serves
mid-sized customers, including hospital systems, regional managed
care organizations and state Medicaid health plans. Recent
acquisitions and new contract wins should improve top-line growth
and help offset declines in revenue per claim. Because MedImpact
does not purchase drugs or own mail-order fulfillment or specialty
services, its revenue base is extremely small compared to larger
full-service PBMs.

If MedImpact realizes improved sales and profitability so that
debt/EBITDA is sustained below 4.0 times, the ratings could be
upgraded. In addition, Moody's would need to see RCF/debt that is
sustained well above 10%. This further assumes that management
demonstrates a commitment to more conservative financial
practices. If operating results (associated with loss of members
or pricing constraints) deteriorate, the ratings could be
downgraded. A need to borrow for additional acquisitions or to
address payable needs or weakened liquidity could also result in a
ratings downgrade. Debt/EBITDA sustained above 5.0 times could
also result in a ratings downgrade.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.

MedImpact Holdings, Inc. is the parent of its principal operating
subsidiary, MedImpact Healthcare Systems, Inc., a full service PBM
headquartered in San Diego, California. The company serves a
number of customers including hospital systems, regional managed
care organizations ("MCO's") and state Medicaid plans. The
majority shareholder, who is the founder of MedImpact, owns
approximately 89% of the company.


MEE APPAREL: Court Okays Hiring of Prime Clerk as Advisor
---------------------------------------------------------
MEE Apparel LLC and MEE Direct LLC sought and obtained permission
from the Hon. Christine M. Gravelle of the U.S. Bankruptcy Court
for the District of New Jersey to employ Prime Clerk LLC as
administrative advisor, nunc pro tunc to Jun. 3, 2014.

Prime Clerk will perform the services listed in the Prime Clerk
Agreement, if necessary, as the administrative advisor, at the
request of the Debtors.  The services (the "Section 327 Services")
include, but are not limited to:

   (a) assist with, among other things, solicitation, balloting
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest, including,
       if applicable, brokerage firms, bank back offices and
       institutional holders;

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

   (c) manage and coordinate any distributions pursuant to a
       chapter 11 plan; and

   (d) provide such other processing, solicitation, balloting and
       other administrative services described in the Services
       Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors, the Court or the clerk's office.

Prime Clerk will be paid at these hourly rates:

       Analyt                        $40
       Technology Consultant         $135
       Consultant                    $150
       Senior Consultant             $170
       Director                      $210
       Solicitation Consultant       $210
       Director of Solicitation      $235

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

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, 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.

Prime Clerk can be reached at:

     Shai Waisman
     PRIME CLERK LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450
     E-mail: swaisman@primeclerk.com

                         About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on
April 2, 2014.  As of the Petition Date, the Debtors had assets of
approximately $30 million and liabilities of $62 million,
including $25 million of debt outstanding to unsecured creditors.
Judge Christine M. Gravelle presides over the Chapter 11 cases.
The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

Suchman LLC closed the purchase of substantially all of MEE's
assets pursuant to the asset purchase agreement dated May 30,
2014.  The sale was valued at $12 million.

The U.S. Trustee for Region 3 has appointed five members to the
Official Committee of Unsecured Creditors.  Counsel for Committee
is David M. Posner, Esq., Otterbourg, P.C., in New York.  The
Committee also retains Capstone Advisory Group LLC as financial
advisor.


MF GLOBAL: Judge Keeps $20M J.C. Flowers Suit Alive
---------------------------------------------------
Law360 reported that MF Global Holdings Ltd.'s lawsuit seeking to
recover $20 million in dividends from J.C. Flowers & Co. and other
investors will proceed after a judge rejected the private equity
firm's efforts to dismiss the case.  According to the report, U.S.
Bankruptcy Judge Martin Glenn said during a court hearing that
although the complaint was a little thin, it did sufficiently
allege that the brokerage was facing economic turmoil for most of
the dates that the dividends were paid.  He was less sure about
the earliest payment named in the suit, which occurred in November
2010, the report said.

The adversary proceeding is MF Global Holdings Ltd. v. JCF MFG
Holdco LLC et al., case number 1:13-ap-01663, in the U.S.
Bankruptcy Court for the Southern District of New York.

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: PwC Can't Escape $1-Bil. Malpractice Suit
----------------------------------------------------
Law360 reported that U.S. District Judge Victor Marrero in
Manhattan rejected PricewaterhouseCoopers LLP's bid to throw out a
$1 billion malpractice suit brought by MF Global Holdings Ltd.'s
bankruptcy plan administrator over the auditor's alleged
negligence in connection with European sovereign debt instruments,
saying MF Global wasn't equally at fault.

According to Law360, Judge Marrero refused to grant PwC's motion
to dismiss on in pari delicto grounds, which bars suits between
fellow wrongdoers in a scheme, because the plan administrator's
allegations arise out of PwC's advice about MF Global's
accounting.  Bill Rochelle, the bankruptcy columnist for Bloomberg
News, related that PwC in May asked Judge Marrero to dismiss the
suit under in pari delicto, as he did with claims by New York-
based MF Global's brokerage unit and its customers.  Mr. Rochelle
further related that Judge Marrero concluded that he must allow
the complaint to stand for now, absent allegations that MF Global
was a "willing participant" in the faulty accounting.

Jonathan Stempel, writing for Reuters, reported that Judge Marrero
has yet to review other PwC arguments for dismissal, including
that the administrator had no authority to sue and did not show
that the accounting advice was a "proximate" cause of MF Global's
bankruptcy.


Having instructed the parties first to focus on in pari delicto,
the judge is now asking the plan administrator to file papers by
Aug. 5 rebutting the accounting firm's other arguments for
dismissal, Mr. Rochelle said.

The lawsuit is MF Global Holdings Ltd. v. PricewaterhouseCoopers
LLP, 14-cv-02197, U.S. District Court, Southern District of New
York (Manhattan).

                        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.


MINERALRITE CORP: Robison, Hill & Co. Raises Going Concern Doubt
----------------------------------------------------------------
MineralRite Corporation disclosed in a regulatory filing a net
loss of $3.53 million on $397,199 of net revenue in 2013, compared
with a net loss of $454,007 on $nil of net revenue in 2012.

Robison, Hill & Co. expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring net losses and has a working
capital deficit.

The Company's balance sheet at Dec. 31, 2013, showed $2.23 million
in total assets, $1.47 million in total liabilities, and
stockholders' equity of $759,951.

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

                       http://is.gd/mw03o4

Lindon, Utah-based MineralRite Corporation's new business focus is
to enter the business of mineral processing, certification,
equipment manufacturing and sales.

On March 1, 2013, the Company acquired 100% of the total shares
outstanding of Goldfield International, Inc., in exchange for
issuing 2,000,000 shares of its common stock.  The acquisition was
based the fair value of the shares issued amounting to $900,000.
Goldfield is in the business of manufacturing gold mining
equipment.


MINI MASTER: Asks for Oct. 11 Extension of Plan Deadline
--------------------------------------------------------
Mini Master Concrete Services Inc. asks the U.S. Bankruptcy Court
for the District of Puerto Rico to extend the time to file a
Chapter 11 plan of reorganization and disclosure statement
explaining that plan until Oct. 11, 2014.

Debtor tells the Court that it is analyzing these alternatives:

  a) The opening of new locations at Aguadilla and Arecibo, Puerto
     Rico, in order to increase its sales.

  b) The sale or surrender of assets to secured creditors.

  c) A joint venture with another company to re-establish its
     manufacturing plant in Toa Baja, Puerto Rico.

Debtor says it needs more time to complete the aforementioned
analysis, evaluate its alternatives, and increase its revenues in
order to file a feasible plan.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.  The
Debtor disclosed $11,125,939 in assets and $10,148,437 in
liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.




MINI MASTER: Patricia Varela-Harrison Withdraws as Counsel
----------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for
the District of Puerto Rico granted the request of Patricia I.
Varela-Harrison, Esq., previously an attorney at Charles A.
Cuprill, PSC, Law Offices, to withdraw as counsel for Mini Master
Concrete and its debtor-affiliates because she no longer works for
the firm.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  The Debtor tapped Charles A Cuprill, PSC Law
Office, in San Juan, as counsel.  The Debtor disclosed $11,125,939
in assets and $10,148,437 in liabilities.

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles A
Cuprill, PSC Law Office, also serves as counsel to Mini Master
Concrete.  The petition was signed by Carmen Betancourt,
president.


MMODAL INC: To Exit Chapter 11 Within Three Weeks
-------------------------------------------------
M*Modal on July 15 disclosed that it expects to emerge from
Chapter 11 within three weeks following the confirmation of the
Company's Plan of Reorganization by the U.S. Bankruptcy Court for
the Southern District of New York.  The Plan provides for
restructuring of the Company's debt, and has the support of
substantial majorities of its lenders and bondholders.

"We are pleased to have reached this important final milestone,
and look forward to emerging from the financial restructuring
process which will dramatically reduce our debt, strengthen our
balance sheet and provide significant financial flexibility," said
Duncan James, M*Modal's Chief Executive Officer.  "With renewed
financial strength, we will continue our focus on delivering
innovative solutions to our healthcare customers and growing
market share.  We remain committed to providing the highest
quality of clinical documentation and superior Speech
Understanding solutions.  We thank our customers and suppliers for
their support throughout this process, as well as our employees
for their dedication to M*Modal."

The Plan reflects the terms of M*Modal's previously announced
agreement with its controlling bondholders and lenders on the
terms of a financial restructuring plan.  Once completed, this
financial restructuring will strengthen the Company's balance
sheet resulting from reducing its debt by more than 55 percent and
establishing a capital structure supporting M*Modal's continued
investment in clinical documentation services and solutions.

Mr. James added, "We thank our bondholders, lenders and their
advisors who worked with us constructively to complete M*Modal's
financial restructuring as quickly as possible."

                            About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL INC: Seeks OK of $50MM Exit Facility Commitment Letter
-------------------------------------------------------------
Legend Parent, Inc., et al., seek Court approval of MModal, Inc.'s
entry into a Senior Secured Exit Revolving Loan Facility
Commitment Letter with Wells Fargo Bank, N.A., and a related fee
letter with Wells Fargo.

Upon review, the Debtors, with the consent of certain lenders and
noteholders, have selected Wells Fargo to structure, arrange and
syndicate a senior secured exit revolving loan facility in the
amount of $50 million.

The relevant parties have determined that the New Exit Facility as
proposed by Wells Fargo was the most favorable proposal based on
the terms, price and fees.

To induce execution of the Commitment Letter, MModal agreed to pay
a $150,000 commitment fee in full in cash on the execution date.
MModal also agreed to pay to Wells Fargo a $220,000 deposit to
fund the reimbursement of expenses incurred by, or on behalf of
Wells Fargo.  In addition, in the event the Debtors consummate an
alternate financing transaction pursuant to the terms set forth in
the Fee Letter, MModal is required to pay Wells Fargo a fee in
lieu of the Exit Facility Fees.

Allan S. Brilliant, Esq., Shmuel Vasser, Esq., and Jeffrey T.
Mispagel, Esq., of Dechert LLP represent the Debtors.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
Stroock & Stroock & Lavan LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOLYCORP INC: S&P Lowers Corp Credit Rating to CCC; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Greenwood Village, Colo.-based Molycorp Inc. to 'CCC'
from 'CCC+.  The outlook is negative.  At the same time, S&P
lowered its issue-level rating on the company's secured debt to
'CCC' from 'CCC+' and maintained the '3' recovery rating.  S&P
also lowered its issue-level rating on the company's unsecured
debt to 'CCC-' from 'CCC' and maintained the '5' recovery rating.

The downgrade reflects S&P's view of the company's deteriorating
liquidity position.

"In our view, the company's capital structure is unsustainable,
and we believe that the company's sources of liquidity may not be
sufficient to cover operational and working capital needs,
interest, and capital spending over the next year," said Standard
& Poor's credit analyst David Kuntz.  "We believe it is likely to
conduct some form of capital restructuring during that time, which
could include a distressed debt exchange."

S&P could lower the rating if it believes that a default,
distressed debt exchange, or some other form of capital
restructuring appears to be inevitable within six months, absent
unanticipated significantly favorable changes in the company's
circumstances.

S&P do not believe an upgrade is a likely scenario over the next
year given its view of the company's unsustainable capital
structure and eroding liquidity position.


MOMENTIVE PERFORMANCE: Plan Filed, Disclosure Statement Approved
----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved on June 20 the disclosure statement
explaining Momentive Performance Materials, Inc.'s Joint Chapter
11 Plan of Reorganization, Tiffany Kary, writing for Bloomberg
News, reported.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that voting on the Plan will go ahead before lawsuits are
resolved and senior creditors are told whether they are entitled
to so-called make-whole premiums.  Mr. Rochelle said Judge Drain
declined to approve a so-called restructuring support agreement
unless a $30 million fee is reduced.

According to BankruptcyData, the Disclosure Statement provides for
the following:

   (a) payment in full in Cash to the Debtors' general unsecured
       creditors (including trade creditors) and holders of claims
       arising from the Cash Flow Facility, First Lien Notes, and
       1.5 Lien Notes (in each case, including accrued interest,
       but with regard to First Lien Notes and 1.5 Lien Notes, not
       including any premium or 'make-whole' amount);

   (b) conversion of the Second Lien Notes into the new equity of
       Reorganized MPM, pursuant to the terms of the Plan and,
       subject to dilution by a management incentive plan and the
       Rights Offering Stock;

   (c) provides for subscription rights to holders of Second Lien
       Notes in the $600 million Rights Offerings, giving such
       holders the opportunity to purchase a percentage of the new
       Rights Offering Stock at a price per share determined by
       using the pro forma capital structure and an enterprise
       value of $2.2 billion and applying a 15% discount to the
       equity value thereto;

   (d) provides for a recovery to holders of the Holdings PIK Note
       in the amount of the Cash available at Holdings as of the
       effective date of the Plan, after taking into account
       administrative expenses; and

   (e) provides for no recovery to the holders of Senior
       Subordinated Notes on account of the subordination
       provisions set forth in the Senior Subordinated Indenture."

Momentive amended the Disclosure Statement before the June 20
hearing to show second-lien noteholders with a predicted recovery
of 12.8 percent to 28.1 percent, Mr. Rochelle related.

The Debtors asked the Court to consider the Plan on August 14, but
Judge Drain refused to accelerate trial on several lawsuits,
saying the schedule is too quick, Mr. Rochelle said.  Judge Drain
said the confirmation hearing might be in mid-September, Mr.
Rochelle added.  BData said the Court scheduled an August 18
hearing to consider the Plan.

Mr. Rochelle, in a separate report, said a schedule has been set
to allow the bankruptcy judge in White Plains, New York, to decide
by mid-September whether the company's reorganization works or
doesn't.  According to Mr. Rochelle, Judge Drain will hear the
lawsuit over whether unsecured noteholders are subordinated by
contract to second-lien Noteholders, and will also set out a
complex schedule for examinations under oath and exchanges of
documents in advance of the August trial.

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,
Bloomberg said, citing Trace, the 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, Bloomberg said.

                   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.


NATIVE WHOLESALE: To Present Plan for Confirmation July 28
----------------------------------------------------------
The Hon. John Bucki entered an order approving the Joint
Consensual Disclosure Statement, as amended, for the Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company.  The Disclosure Statement Order, entered on June 16,
2014, ruled that the plan outline contained adequate information.

Ballots for the Plan must be filed on or before July 25, 2014 to
be counted to this address:

          Clerk, United States Bankruptcy Court
          Western District of New York
          Olympic Towers
          300 Pearl Street, Suite 250
          Buffalo, New York 14202

A confirmation hearing on the Joint Plan will be held on July 28,
2014, at 1:00 p.m. in Buffalo, New York.

The Amended Disclosure Statement related updates to events that
transpired in the Debtor's case since the first Plan Outline was
filed, and a summary of the Debtor's assets as of Feb. 28, 2014,
among other things.  The Plan retains five classes of claims
against and interests in the Debtor.

A full-text copy of the Amended Disclosure dated June 13, 2014, is
available for free at:

      http://bankrupt.com/misc/NATIVEWHOLESALE_AmdDS0613.PDF

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

According to a Consensual Disclosure Statement for Joint
Consensual Plan of Reorganization of Native Wholesale Supply
Company, and the States dated March 6, 2014, the Debtor
established a Plan Funding Account at M&T and deposited
$5.5 million on Feb. 4, 2014, and an additional $500,000 was
deposited on Feb. 14, 2014.  An additional $500,000 will be
deposited in the Plan Funding Account on each succeeding 15th day
of each month (or the first business day after the 15th)
beginning in March 2014 until the Plan is confirmed.

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


NATROL INC: Can Pay Employees, But Trustee Bid Looms
----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge allowed Natrol
Inc. to use cash collateral to pay employees expecting their
checks Friday, as the nutritional supplement maker had its first
hearing since seeking court protection a week ago amid calls from
a major private-equity lender to appoint a Chapter 11 trustee.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
said he would not hear the emergency trustee motion from major
secured lender Cerberus Business Finance LLC, scheduling
consideration of the matter for mid-July, and concentrated instead
on relief related to Natrol being able to cover immediate business
costs that if unpaid could cause the company to fall apart as a
going concern.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.


NELSON EDUCATION: Moody's Withdraws Ca Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Nelson
Education Ltd. as information flow required to maintain the
ratings has become more limited.

Ratings Withdrawn:

Corporate Family Rating, to WR from Ca

Probability of Default Rating, to WR from D-PD

Second Lien Term Loan due July 2015, to WR from C (LGD5, 79%)

Ratings Rationale

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


NEW LOUISIANA HOLDINGS: 11 Affiliates' Chapter 11 Case Summary
--------------------------------------------------------------
Lead Debtor: New Louisiana Holdings LLC

Case No.: 14-50756

Petition Date: June 25, 2014

Debtor affiliates that filed Chapter 11 bankruptcy petitions on
July 16, 2014:

   Debtor                                          Case No.
   ------                                          --------
   Acadian 4005 Tenant, LLC                        14-50850
      dba Acadian Nursing and Rehabilitation
   4 West Red Oak Lane, Suite 201
   White Plains, NY 10604

   Atrium 6555 Tenant, LLC                         14-50851
      dba The Atrium at Lafreniere Assisted Living
   4 West Red Oak Lane, Suite 201
   White Plains, NY 10604

   Citiscape 5010 Tenant, LLC                      14-50853
      dba Citiscape Apartments
   4 West Red Oak Lane, Suite 201
   White Plains, NY 10604

   Lakewood Quarters Assisted 8585 Tenant, LLC     14-50854
   4 West Red Oak Lane, Suite 201
   White Plains, NY 10604

   Lakewood Quarters Rehab 8225 Tenant, LLC        14-50855

   Panola 501 Partners, LP                         14-50862

   Regency 14333 Tenant, LLC                       14-50861

   Retirement Center 14686 Tenant, LLC             14-50856

   Sherwood 2828 Tenant, LLC                       14-50857

   St. Charles 1539 Tenant, LLC                    14-50858

   Woodland Village 5301 Tenant, LLC               14-50859

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Ste. 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  Email: pneligan@neliganlaw.com

                                 Estimated     Estimated
                                  Assets      Liabilities
                                ----------    -----------
Acadian 4005 Tenant, LLC        $0-$50,000     $1MM-$10MM
Atrium 6555 Tenant              $0-$50,000     $1MM-$10MM
Citiscape 5010 Tenant           $0-$50,000     $0-$50,000
Lakewood Quarters Assisted      $0-$50,000     $1MM-$10MM

The petitionS were signed by Raymond P. Mulry, designated officer.

A list of Acadian 4005 Tenant's 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb14-50850.pdf

A list of Atrium 6555 Tenant's 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb14-50851.pdf


NEW MILLENNIUM MANAGEMENT: Principal Owner Fails to Halt Sale
-------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul in Houston, Texas, denied an
emergency motion filed by David L. Sheller seeking a stay of the
sale of New Millennium Management, L.L.C.'s property pending his
appeal from the bankrutpc court's order converting the Debtor's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

The Debtor's primary asset is a commercial building located at 810
Waugh, Houston, Texas.

Mr. Sheller, the Debtor's principal owner, asserts that he will
succeed on the merits of his appeal, because he believes the
Bankruptcy Court implicitly found the existence of unusual
circumstances in appointing a Chapter 11 trustee; that a plan will
be confirmed within a reasonable period of time; and that the
self-dealing conduct found by the court on the first motion to
convert was cured by appointment of a Chapter 11 Trustee.  He
asserts that he will be irreparably harmed absent a stay, because
the most likely result of an auction is that any value in excess
of the claim of TexHou Investment Group Ltd., the Debtor's major
secured creditor, will be lost.  He asserts that no other party
will be injured if a stay is granted, because there is a
substantial amount of equity in the property. He asserts that
public policy favors maintaining the status quo.

In support of his request, Mr. Sheller presented evidence
consisting of the testimony of Michael Lane, an appraiser who
testified at the hearing on the motion to sell.  Mr. Lane
reiterated his opinion of value for the property of $2.975 million
to $3.065 million. He testified that the value of $2.975 million
is for the property "as is," and the value of $3.065 million is
for the property fully leased. He testified that he valued the
property on an income basis based on leases provided to him by Mr.
Sheller.  He testified that he considered industry standard
publications to estimate expenses related to the property. He
testified that he applied a market rental rate to the space
occupied by Mr. Sheller's law firm based on his survey of area
rental property.

Mr. Sheller's Stay motion is opposed by TexHou and by Randy
Williams, the Chapter 7 Trustee.

On December 13, 2013, TexHou filed a motion to convert the case to
Chapter 7, or alternatively for appointment of a Chapter 11
trustee.  After a contested hearing, the court entered a Judgment
directing appointment of a Chapter 11 trustee on February 25,
2014.  Mr. Williams was appointed as the Chapter 11 Trustee.

In determining to appoint a Chapter 11 trustee rather than
converting the case to Chapter 7 during February 2014, the
Bankruptcy Court found, inter alia, that, during the approximately
five and one half months after the date of filing of the voluntary
petition, the Debtor had not filed a plan of reorganization or a
disclosure statement, and Mr. Sheller had engaged in self-dealing
in determining that his law firm would not pay cash rent to the
Debtor.  The court concluded that a Chapter 11 trustee should have
the opportunity to evaluate the financial affairs of the Debtor,
and proceed toward either reorganization or liquidation.

The Chapter 11 Trustee and TexHou filed a motion to convert the
case to Chapter 7 on March 20, 2014, which Mr. Sheller opposed.
The motion to convert was set for an evidentiary hearing on April
15, 2014.

The Chapter 11 Trustee then filed a motion to sell the property at
auction on May 29, 2014.

The court entered a Judgment converting the case to Chapter 7 on
June 2, 2014.  Mr. Williams remained as the Chapter 7 Trustee.

On July 7, 2014, Mr. Sheller filed a notice of appeal of the
Judgment converting the case to Chapter 7.  On June 10, Mr.
Williams amended his motion to sell the property, asserting the
motion in his new role as the Chapter 7 Trustee.

After a contested evidentiary hearing, the court entered a
Judgment granting the motion to sell, at an auction to be held on
July 17, 2014.  The Judgment also provides that if the property
does not sell at auction, the automatic stay of 11 U.S.C. Sec. 362
lifts to allow TexHou to exercise its rights under applicable law
with respect to the property.  In authorizing the auction, the
Bankruptcy Court took into consideration the efforts of the
Chapter 7 Trustee to sell the property by conventional means, the
fact that the Trustee proposed a reserve price in excess of $2.9
million, while Mr. Sheller's appraiser testified to a value of
$2.975 million to $3.065 million, and the likelihood that TexHou
would be able to obtain relief from stay and simply foreclose on
the Debtor's interest in the property in the absence of an
expedited sale.

According to Judge Paul, the party requesting a stay has the
burden of showing that circumstances justify an exercise of the
court's discretion to grant a stay pending appeal.  She said Mr.
Sheller's evidence does not support his asserted theory for a stay
pending appeal.

A copy of the Court's July 15, 2014 Memorandum Opinion is
available at http://is.gd/zLuOvafrom Leagle.com.

                 About New Millennium Management

New Millennium Management, L.L.C., filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
13-35719-H3-11) on Sept. 13, 2013.  Its primary business is the
operation of a commercial building located at 810 Waugh, Houston,
Texas.

Judge Letitia Z. Paul presides over the case.  Margaret Maxwell
McClure, Esq., at the Law Office Of Margaret M. McClure, serves as
the Debtor's counsel.  In its petition, the Debtor estimated under
$10 million in both assets and debts.

The petition was signed by David L. Sheller, managing member.


NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter
-------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended May 31, 2014.  The Company said it was not able to obtain
all information prior to filing date and the accountant could not
complete the required financial statements by July 15, 2014.

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

The Company incurred a net loss of $18.29 million on $1.56 million
of total revenues for the year ended Feb. 28, 2014, as compared
with a net loss of $4.23 million on $987,115 of total revenues for
the year ended Feb. 28, 2013.  The Company's balance sheet at Feb.
28, 2014, showed $4.49 million in total assets, $13.90 million in
total liabilities and a $9.41 million total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2014.  The independent auditors noted
that the Company has incurred net losses of $18,295,802 and net
cash used in operations of $4,590,428 for the year ended Feb. 28,
2014, and the Company had an accumulated deficit of $87,625,076
and a working capital deficit of $13,549,796 at Feb. 28, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," the Company said in the Annual Report.


NITRO PETROLEUM: Montgomery Coscia Raises Going Concern Doubt
-------------------------------------------------------------
Nitro Petroleum Incorporated reported a net loss of $725,289 on
$1.26 million of total revenues for the fiscal year ended Jan. 31,
2014, compared with a net loss of $546,128 on $677,667 of total
revenues in 2013.

Montgomery Coscia Greilich, LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has generated revenues from operations but has
substantial accumulated deficit and working capital deficiency.

The Company reported a net loss of $725,289 on $1.26 million of
total revenues for the fiscal year ended Jan. 31, 2014, compared
with a net loss of $546,128 on $677,667 of total revenues in 2013.

The Company's balance sheet at Jan. 31, 2014, showed $2.81 million
in total assets, $1.11 million in total liabilities, and
stockholders' equity of $1.7 million.

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

                       http://is.gd/wSZe6d

Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged
primarily in the acquisition, development, production, exploration
for, and the sale of oil, gas and natural gas liquids and
properties.  All business activities are conducted in Texas and
Oklahoma and the Company sells its oil and gas to a limited number
of domestic purchasers.


NORTEL NETWORKS: Canada Arm Settles Euro Units' Bankruptcy Claims
-----------------------------------------------------------------
Law360 reported that bankrupt Canadian units of Nortel Networks
Corp. announced a settlement in Canadian court resolving claims
brought by overseas subsidiaries against the backdrop of an epic
cross-border dispute over how to divvy up $7.3 billion generated
by the defunct telecom's liquidation.  According to the report, if
approved, the proposed deal would settle claims that the Canadian
units siphoned off hundreds of millions of dollars from
subsidiaries throughout Europe, the Middle East and Africa before
Nortel's 2009 bankruptcy through crooked transfer pricing
agreements.  The settlement does not directly affect an ongoing,
closely-watched case in which the Delaware and Ontario bankruptcy
courts are deciding jointly how to split up the billions from
Nortel's asset sales among its various international affiliates
for distribution to their respective creditors, the report said.

                        About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


OCULUS INNOVATIVE: Posts $6-Mil. Operating Loss in FY2014
---------------------------------------------------------
Oculus Innovative Sciences, Inc., incurred losses from operations
of $6.05 million for the year ended March 31, 2014.  At March 31,
2014, the Company's accumulated deficit amounted to $134.01
million.  The Company had working capital of $1.97 million as of
March 31, 2014.

The Company expects the need to raise additional capital from
external sources in order to continue the longer term efforts
contemplated under its business plan.  The Company expects to
continue incurring losses for the foreseeable future and may need
to raise additional capital to pursue its product development
initiatives, penetrate markets for the sale of its products and
continue as a going concern.

The Company reported net income of $3.73 million on $13.67 million
of total revenues for the fiscal year ended March 31, 2014,
compared with a net loss of $5.43 million on $15.45 million of
total revenues in 2013.

The Company's balance sheet at March 31, 2014, showed $20.79
million in total assets, $8.73 million in total liabilities and
stockholders' equity of $12.06 million.

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

                       http://is.gd/rSuFvp

                 About Oculus Innovative Sciences

Oculus Innovative Sciences, Inc. -- http://www.oculusis.com/--
develops, manufactures and markets a family of products intended
to significantly reduce the need for antibiotics as it prevents
and treats infections in chronic and acute wounds while
simultaneously enhancing wound healing through modes of action
unrelated to the treatment of infection.  Oculus Innovative
Sciences has two principal subsidiaries -- Oculus Technologies of
Mexico, S.A. de C.V., organized in Mexico, and Oculus Innovative
Sciences Netherlands, B.V., organized in the Netherlands.  On
January 20, 2009, the Company dissolved its subsidiary, Oculus
Innovative Sciences Japan, KK, organized under Japanese law.


PACIFIC SANDS: Amends March 31 Quarter Report
---------------------------------------------
Pacific Sands, Inc., filed an amendment to its quarterly report on
Form 10-Q, disclosing a net loss of $83,631 on $781,253 of net
sales for the three months ended March 31, 2014, compared with a
net loss of $36,113 on $573,335 of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $1.04
million in total assets, $1.03 million in total liabilities, and
stockholders' equity of $13,670.

Through March 31, 2014, the Company has incurred cumulative losses
of $5.62 million.  The Company's successful transition to
attaining profitable operations is dependent upon obtaining
financing adequate to fulfill its development, marketing and sales
activities and achieving a level of revenues adequate to support
the Company's cost structure.  Management's plan of operations
anticipates that the cash requirements of the Company for the next
twelve months will be met by obtaining capital through the sale of
common stock, debt financings and from current operations.
However, there is no assurance that the Company will be able to
fully implement its plan in order to generate the funds needed on
a going concern basis.

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

                       http://is.gd/GiH7lA

Based in Racine, Wisconsin, Pacific Sands, Inc. with the right to
do business as Natural Water Technologies was incorporated in
Nevada on July 7, 1994.

Pacific Sands develops, manufactures, markets and sells a range of
nontoxic, environmentally friendly cleaning and water-treatment
products based on proprietary blended botanical, nontoxic and
natural chemical technologies. The Company's products have
applications ranging from water maintenance (spas, swimming pools,
fountains, decorative ponds) to cleaning (nontoxic household and
industrial) and pet care.


PACIFIC VECTOR: Subsidiaries File for Ch. 7 Bankruptcy Liquidation
------------------------------------------------------------------
Pacific Vector Holdings Inc. on July 16 disclosed that as a result
of its financial losses, the defaults by certain lenders and its
inability to obtain appropriate financing as previously announced,
the Company's three subsidiaries: Ryderz Compound Inc., Reno
Wilson Inc. (operating as Gatorz), and PVH DNA Inc. have filed
voluntary petitions for Chapter 7 bankruptcy liquidation in the
State of California.

All of the Company's operations will cease and the public company
will be filing for voluntary bankruptcy proceedings under the
Bankruptcy and Insolvency Act of Canada.

All of the directors and officers of the Corporation have
resigned.

The Company's shares had previously been suspended on the TSX
Venture Exchange as of July 10, 2014 as a result of the Cease
Trade Order being issued by the Ontario Securities Commission due
to failure to file certain continuous disclosure documents.

                      About Pacific Vector

Pacific Vector -- http://www.pacificvector.com-- is a premier
action sports retail and consumer brands company.


PENINSULA GENERAL: Patient Care Ombudsman Discharged
----------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York entered an order discharging Daniel
T. McMurray from his duties as the patient care ombudsman
appointed in the Chapter 11 case of Peninsula General Nursing Home
Corporation.

In seeking the discharge, Mr. McMurray said it is in the best
interests of the Debtor and its estate, that, upon consent of Lori
Lapin Jones, Chapter 11 Trustee, and, given the circumstances of
the nursing home, the sale of its assets and the concomitant
cessation of the Debtor's provision of patient care, there is no
longer a need for a patient care ombudsman for the nursing home.

                 About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Mr. McCord's own firm, Certilman Balin,
& Hyman, LLP, served as the Examiner's counsel.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was
named Chapter 11 Trustee in March 2012, replacing Todd Miller, the
Debtors' Chief Executive Officer.  The Chapter 11 trustee is
represented by LaMonica Herbst & Maniscalco LLP as her counsel.
Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PERPETUAL ENERGY: Moody's Assigns Caa1 Rating on C$100MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Perpetual
Energy Inc's proposed C$100 million senior unsecured notes
offering. In addition, the outlook was changed to stable from
negative. Moody's affirmed Perpetual's Caa1 Corporate Family
Rating (CFR), Caa1-PD Probability of Default Rating (PDR), Caa1
senior unsecured notes rating and SGL-4 Speculative Grade
Liquidity Rating.

The proceeds of the notes offering will be used to redeem the
7.25% C$100 million convertible debenture.

"The change in outlook to stable reflects that Perpetual will
refinance a significant portion of the upcoming maturities in its
capital structure," commented Paresh Chari, Moody's Analyst. "As
well, the East Edson joint venture will increase production and
reserves, a marked change from the declines seen since 2011."

Assignments:

Issuer: Perpetual Energy

Senior Unsecured Regular Bond/Debenture, Assigned Caa1

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD4

Outlook Actions:

Issuer: Perpetual Energy

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Perpetual Energy

Probability of Default Rating, Affirmed Caa1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-4

Corporate Family Rating, Affirmed Caa1

Senior Unsecured Regular Bond/Debenture Mar 15, 2018, Affirmed
Caa1

Ratings Rationale

The C$100 million and C$150 million senior unsecured notes are
rated at the Caa1 CFR due to the amount of lower ranking
subordinated debt (C$60 million, unrated) in the capital
structure, which offsets the priority ranking of the C$120 million
borrowing base revolver. This notching is in accordance with
Moody's Loss Given Default Methodology.

Perpetual's Caa1 Corporate Family Rating (CFR) is driven by
Perpetual's need to sell assets to repay a C$60 million
convertible debenture maturity in December 2015 rather than
convert to equity, leaving the company with only core assets and
limited financial flexibility. The rating also recognizes the low
cash margin driven by a high percentage of gas and consequent very
weak leveraged full-cycle ratio, and a weak retained cash flow to
debt metric. The rating favorably indentifies the production and
reserves growth opportunity under the East Edson joint venture
arrangement. Growth in production and reserves is a marked change
from the significant declines seen since 2011.

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. Pro forma for the July notes issuance and asset sales,
Perpetual will have no cash and roughly C$80 million available,
after C$6 million in letters of credit, under its C$120 million
borrowing base revolver that term outs in April 2015, and matures
six months later. Moody's  expect negative free cash flow of about
C$50 million from June 30, 2014 to June 30, 2015, to be funded
with revolver drawings. Perpetual will be in compliance with its
two financial covenants through this period. Perpetual's proved
reserves are pledged to the revolver lenders, but other residual
resources and assets represent a source of alternate liquidity in
the company's portfolio of non-core properties. There is a C$60
million convertible debenture due December 31, 2015.

The stable rating outlook is based on expected growth in
production and proved reserves, and that Perpetual will refinance
a significant amount of upcoming maturities in its capital
structure.

The rating could be upgraded if liquidity improves, which would
likely occur if the December 31, 2015 C$60 million maturity is
repaid, and retained cash flow to debt can be maintained above 20%
with the company growing production and reserves.

The rating could be downgraded if liquidity deteriorates, or if
core producing assets are sold to fund negative free cash flow, to
repay debt or used for any other expenditure.

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.

Perpetual Energy Inc is a Calgary, Alberta-based independent
exploration and production company with total proved reserves of
about 34 million barrels of oil equivalent (gross) and average
daily net production of about 17,000 barrels of oil equivalent per
day of which approximately 75% is natural gas.


PERPETUAL ENERGY: S&P Raises CCR to 'B-' & Rates New Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long term corporate
credit rating on Alberta-based Perpetual Energy Inc. to 'B-' from
'CCC+'.  The outlook is stable.  At the same time, Standard &
Poor's revised its recovery rating on the notes to '5' from '4',
indicating S&P's expectation of modest (10%-30%) recovery in a
default scenario.  S&P's issue-level rating on the notes is
unchanged at 'CCC+'.

Standard & Poor's also assigned its 'CCC+' issue-level rating and
'5' recovery rating to Perpetual's proposed C$100 million
unsecured notes due 2019.

"The upgrade reflects our expectation that, following Perpetual's
East Edson joint venture announcement and accelerated capital
expenditure plan, we believe the company's increased liquids
production and cash flow will improve its credit measures quicker
than forecast," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  Following the announcement, Perpetual increased its
capex budget for 2014 and 2015 to C$175 million and C$120 million
respectively, from C$70 million for both years before.  This has
led S&P to increase its production forecasts 5%-20%.  S&P also
expects that the company's plan to redeem part of its C$160
million convertible debt with the C$100 million notes issuance
addresses its short-term liquidity needs.  Given Perpetual's track
record and the way it was managed in the past, S&P believes it
will successfully address the additional 2015 C$60 million debt
maturity without pressuring its "adequate" liquidity.

The 'B-' corporate credit rating reflects S&P's view of the
company's operations in the highly cyclical and capital-intensive
exploration and production sector, its small reserve and
production size, high all-in levered costs, and adequate
liquidity.  S&P believes the cash proceeds from the joint venture
arrangement allow Perpetual to accelerate its capex leading to
higher cash flow and improved liquidity for the company.

The stable outlook reflects Standard & Poor's expectation that
Perpetual will successfully execute its drilling and production
plans through 2015 in its East Edson area.  S&P also expects the
company will successfully redeem its C$160 million convertibles
2015 maturity through the proposed issuance of its C$100 million
unsecured notes and operating cash flow.

A negative rating action could occur if S&P forecasts Perpetual's
business to be unsustainable and depend upon favorable conditions
to meet its financial obligations.  This could occur if the
company is unsuccessful in its development plans, leading to lower
production and significantly lower cash flow.

S&P would consider a positive rating action if Perpetual's FOCF-
to-Debt is consistent with a significant profile (10%-15%) and
liquidity remains at adequate.  This would be possible if the
company improves its cash flow through either increasing its
liquids production or if realized commodity price are materially
higher than forecast.  However, given S&P's assumptions about its
near-term prospects, it believes Perpetual will be challenged to
improve its cash flow significantly within the next 12-18 months.


PRESSURE BIOSCIENCES: Releases Copy of the Investor Presentation
----------------------------------------------------------------
Richard T. Schumacher, president, CEO and board member of Pressure
Biosciences, Inc., presented at the Investment Community
Visibility Montauk Summit in Montauk, New York, on July 10, 2014.
A copy of the July Investor Presentation is available for free at:

                        http://goo.gl/9fcwYC

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.

The Company's balance sheet at March 31, 2014, showed $1.71
million in total assets, $2.95 million in total liabilities and a
$1.24 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  The auditors said
these conditions raise substantial doubt about its ability to
continue as a going concern.


PRIME TIME: Has Until Oct. 11 to Decide on Leases
-------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona has extended, at the behest of Prime Time
International Company and its debtor-affiliates, the deadline by
which the Debtors must assume or reject the unexpired leases of
nonresidential real property until Oct. 11, 2014.

The Debtors' current office lease expires in December, 2014.  The
Debtors stated in a court filing dated June 20, 2014, that during
the next several months, the Debtors will continue to negotiate
with its existing landlord regarding the terms of a possible
extension and seek other potential office sites.

The Debtors said that over the past few months since the Petition
Date, the Debtors have made significant progress in these Chapter
11 Cases in stabilizing and improving their operations, expediting
the assessment litigation in order to liquidate a significant
claim, and embarking upon a market exploration process.  During
the first four months of the Chapter 11 cases, the Debtors and
their professionals have begun formulating various frameworks for
a future plan of reorganization and commenced a market exploration
process seeking funding for the plan.  To determine the best
option to maximize value for all of the Debtors' constituencies
while it negotiates lease opportunities and proceeds with its
market exploration process, the Debtors must maintain the option
to assume the lease, the Debtors stated in their June 20 motion.

A hearing was set for July 9, 2014, at 11:00 a.m. to consider the
Debtors' motion.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PRIME TIME: Exclusive Plan Filing Period Extended to Sept. 26
-------------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona has extended, at the behest of Prime Time
International Company and its debtor-affiliates, the exclusive
period during which  the Debtors may file a Chapter 11 plan until
Sept. 26, 2014, and the exclusive period during which the Debtors
may solicit acceptances of that plan until Nov. 25, 2014.

The Debtors said in a court filing dated June 20, 2014, that the
complexity of their Chapter 11 cases affects the progress of the
Debtors' reorganization efforts and justifies an extension of the
Exclusive Periods.  According to the Debtors, their business is
complex because of their pre-petition capital structure and
regulatory issues relating to its manufacture and distribution of
product, the amount of secured debt in relation to their
enterprise value and the asserted judgment against one of the
Debtors, which is subject to appeal.  The options to finance the
exit of these Debtors from the Chapter 11 cases requires time to
properly solicit and evaluate the various avenues available to
maximize value for the Debtors and their constituents.

The Debtors stated that since the Petition Date, they have focused
their efforts on stabilizing the operations of their operations,
expenses, developing a business plan to support a market
exploration process and addressing the resolution of the
assessment litigation.  "Allowing the Exclusive Periods to
terminate before plan negotiations and preparation begin in
earnest would defeat the purpose of Section 1121 of the Bankruptcy
Code and would cause confusion and hinder the Debtors' opportunity
to maximize value through a unified market exploration process.
The Debtors intend to use this opportunity to formulate, test and
evaluate the Debtors' business plan and to focus on its exit
funding, while continuing their efforts to negotiate a resolution
of the assessment litigation," the Debtors said.

The Debtors proposed to utilize the extension of the Exclusive
Periods to investigate and solicit available plan funding sources
-- whether equity or financing through investment or sale options,
and pursue resolution of the assessment litigation.  The Debtors
have already begun formulating various frameworks for a future
plan of reorganization.

The Debtors assured the Court that the requested extension of the
Exclusive Periods will afford the Debtors an opportunity to
conduct a full market exploration process and the opportunity to
resolve significant claims, pursue to fruition the beneficial
modifications to the Debtors' businesses that have been
implemented since the commencement of these Chapter 11 cases.

A hearing to consider the Debtors' request of the Exclusive
Periods was set for July 9, 2014, at 11:00 a.m.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PRIME TIME: Court OKs Insurance Premium Finance Pact With FIFC
--------------------------------------------------------------
Prime Time International Company and its debtor-affiliates sought
and obtained authorization from the Hon. Madeleine C. Wanslee of
the U.S. Bankruptcy Court for the District of Arizona to enter
into an insurance premium finance agreement with First Insurance
Funding Company.

FIFC is granted a perfected security agreement in the unearned
insurance premiums and is further granted relief from the stay, in
the event of a payment default, to terminate the policy.

The Debtors said in in a court filing dated July 3, 2014, that
they are required to maintain adequate insurance coverage and
without it, would be forced to cease operations.  The Debtors have
been unable to obtain unsecured credit to fund the Polices.

The Debtors stated in their July 3 motion that to the extent the
Debtors manufacture and distribute their products, it is necessary
to maintain adequate insurance coverage, among which, includes
general liability, product liability, cargo and property insurance
coverage.  The Debtors are prepared to execute an Agreement and
disclosure statement with FIFC for the financing of the Debtors'
general liability, product liability, cargo and property insurance
policies upon court approval.

Pursuant to the Agreement, FIFC will provide financing to the
Debtors for the purchase of policies which are essential for the
operation of Debtors' business.  Under the Agreement, the total
premium amount is $493,331.41 and the total amount to be financed
is $369,998.56.  Under the Agreement, the Debtors will become
obligated to pay FIFC $369,998.56 in addition to a down payment
that has already been paid in the amount of $123,332.85 and the
balance in nine monthly installments of $42,293.23 each.  The
installment payments are due on the 1st day of each month,
commencing on Aug. 1, 2014.

As collateral to secure the repayment of the indebtedness under
the Agreement, the Debtors are granting FIFC a security interest
in, among other things, the unearned premiums of the policies.
The Agreement provides that the law of Illinois governs the
transaction.

Pursuant to the Agreement, the Debtors are appointing FIFC as its
attorney-in-fact with the irrevocable power to cancel the policies
and collect the unearned premium in the event the Debtor is in
default of its obligations under the Agreement.

The Debtors and FIFC have agreed that the adequate protection
would be:

      a) the Debtors be authorized and directed to timely make
         all payments due under the Agreement and FIFC be
         authorized to receive and apply the payments to the
         indebtedness owed by Debtors to FIFC as provided in the
         Agreement;

      b) if the Debtors do not make any of the payments due under
         the Agreement as they become due, the automatic stay
         will automatically lift to enable FIFC and third
         parties, including insurance companies providing the
         coverage under the policies, to take all steps necessary
         and appropriate to cancel the policies, collect the
         collateral and apply the collateral to the indebtedness
         owed to FIFC by the Debtors.  In exercising the rights,
         FIFC and third parties will comply with the 10-day
         statutory notice and opportunity to cure required by
         law and other relevant provisions of the Agreement; and

      c) in the event of any default, FIFC will provide notice of
         the default to the Debtors and to Debtors' counsel.

A hearing was set for July 9, 2014, at 11:00 a.m. for the Court to
consider the Debtors' motion.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PRIME TIME: Has Nod to Continue Cash Collateral Use Until Sept. 26
------------------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona has entered a stipulated order extending to
Sept. 26, 2014, the authorization of Prime Time International
Company and its debtor-affiliates' use of JPMorgan Chase Bank,
N.A.'s cash collateral and amending the final order.

The terms and provisions of the order have been agreed to by the
Debtors and the Lender.

The Court previously entered a final order on April 14, 2014,
allowing the Debtors to continue using the cash collateral until
June 27, 2014.

The gross revenue covenant set forth in the Final Order is waived
by the Lender for June 2014.  The Debtors are authorized to use
the cash collateral only to pay the post-petition operating
expenses of the Debtors.

As reported by the Troubled Company Reporter on March 21, 2014,
the Debtors, on the Petition Date, owed $3,503,704 as a result of
loans provided by the Lender.  The Debtors wanted to use the cash
collateral as they do not have sufficient available sources of
working capital and financing to carry on the normal course
operation of their businesses without use of the cash collateral.

Schedules of Assets and Liabilities

On April 28, 2014, Prime Time International filed with the Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,040,000
  B. Personal Property           $21,118,915
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,589,358
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $293,099
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $399,840

A copy of the Schedules is available for free at:

          http://bankrupt.com/misc/PRIMETIME_115_sal.pdf

Payment of Critical Vendor's Claims

On April 17, 2014, the Court entered a final order authorizing the
Debtors to pay all critical vendor's claims, provided that the
payment on account of the claims won't exceed $72,000.

If the critical vendor that has received payment of a prepetition
claim later refuses to continue to supply goods or services for
the applicable period in compliance with the court order, (a) the
Debtors may, in their discretion, declare that the payment of the
critical vendor's claim is a voidable postpetition transfer
pursuant to section 549(a) of the Bankruptcy Code that the Debtors
may recover in cash or in goods from the critical vendor; (b) the
creditor will immediately return the payments to the extent that
the aggregate amount of the payments exceeds the postpetition
obligations then outstanding without giving effect to alleged
setoff rights, recoupment rights, adjustments, or offsets of any
type whatsoever, and (c) the critical vendor's
claim will be reinstated in such an amount so as to restore the
Debtors and the critical vendor to their original positions as if
no payment of the critical vendor's claim had been made.

Each of the banks and financial institutions at which the Debtors
maintain their accounts relating to the payment of the claim that
the Debtors request authority to pay in the motion are authorized
to receive, process, honor and pay all checks presented for
payment and to honor all fund transfer requests made by the
Debtors related thereto, to the extent that sufficient funds are
on deposit in those accounts, and are authorized to rely on the
Debtors designation of any particular check as approved by the
court order.

341 Meeting Concluded

As reported by the Troubled Company Reporter on March 18, 2014, a
meeting of creditors in the Debtors' bankruptcy case was scheduled
to be held on April 15, 2014, at 2:00 p.m.

On June 5, 2014, the 341 meeting of creditors was continued to and
concluded on May 15, 2014, at 1:30 p.m.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale
-------------------------------------------------------
Law360 reported that Quantum Foods LLC lodged counterclaims
against the unit of Oaktree Capital Management LP that was slated
to buy it before the $54 million bankruptcy sale collapsed,
accusing the private equity firm of having a "fraudulent scheme"
to purchase the meatpacker for far less than the agreed-upon
price.  According to Law360, in a motion before the Delaware
bankruptcy court, Quantum denied allegations lobbed by Oaktree
unit Raging Bull Acquisition Co. LLC in its May adversary action
that seeks to get back its $5.4 million deposit, and tossed
accusations of its own that Oaktree intended to push the debtor
into a corner where it would have no choice but to consent to
Oaktree's wishes.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Quantum is seeking damages of $29 million to $35
million, representing the value it said it would have received
under the sale contract, less the amount it's recovering in
liquidation.  Quantum, in a 58-page filing, said Oaktree had no
intention of completing the transaction as the contract required,
Mr. Rochelle said.

The lawsuit is Raging Bull Acquisition Company LLC v. Quantum
Foods LLC (In re Quantum Foods LLC), 14-ap-50360, U.S. Bankruptcy
Court, District of Delaware (Wilmington).

                        About Quantum Foods

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

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

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

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

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

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


QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale
-------------------------------------------------------
Law360 reported that Quantum Foods LLC lodged counterclaims
against the unit of Oaktree Capital Management LP that was slated
to buy it before the $54 million bankruptcy sale collapsed,
accusing the private equity firm of having a "fraudulent scheme"
to purchase the meatpacker for far less than the agreed-upon
price.  According to Law360, in a motion before the Delaware
bankruptcy court, Quantum denied allegations lobbed by Oaktree
unit Raging Bull Acquisition Co. LLC in its May adversary action
that seeks to get back its $5.4 million deposit, and tossed
accusations of its own that Oaktree intended to push the debtor
into a corner where it would have no choice but to consent to
Oaktree's wishes.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Quantum is seeking damages of $29 million to $35
million, representing the value it said it would have received
under the sale contract, less the amount it's recovering in
liquidation.  Quantum, in a 58-page filing, said Oaktree had no
intention of completing the transaction as the contract required,
Mr. Rochelle said.

The lawsuit is Raging Bull Acquisition Company LLC v. Quantum
Foods LLC (In re Quantum Foods LLC), 14-ap-50360, U.S. Bankruptcy
Court, District of Delaware (Wilmington).

                        About Quantum Foods

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

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

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

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

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

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


RAIN CII CARBON: S&P Lowers CCR to 'B+'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Rain CII Carbon LLC (RCCL), a U.S.-based producer
of carbon products and chemicals, to 'B+' from 'BB-'.  The outlook
is stable.

At the same time, S&P lowered its issue rating on RCCL's senior
secured notes to 'B+' from 'BB-'.  S&P also revised its recovery
rating on the company's notes due 2018 and 2021 to '4' from '3'.
The recovery rating reflects S&P's expectation of an average (30%-
50%) recovery in the event of a payment default under its base-
case scenario.

"The downgrade reflects our expectation that RCCL's operating
performance will remain subdued over the next 12 months at least,"
said Standard & Poor's credit analyst Vishal Kulkarni.

S&P expects demand and profitability to stay weak, primarily at
RCCL's calcined petroleum coke (CPC) business and, to some extent,
its coal tar pitch (CTP) and chemical businesses at Ruetgers N.V.
This follows the continued soft demand from key end-consumers --
aluminum producers.  S&P expects CPC and CTP producers to face
margin pressure as aluminum producers seek to cut costs over the
next 12 months.

RCCL's potential competitive strength is unlikely to offset the
weak demand for its products, in S&P's view.  The company's
various expansion projects are also behind schedule.  Delays in
new project completion and ramp up will push back RCCL's possible
incremental EBITDA realization from these projects by at least six
months to a year.

RCCL has a history of volatile cash flows and high leverage.  The
company's margins are susceptible to industry conditions and it
relies on debt for acquisitions.  RCCL's record of integrating
acquisitions, deleveraging within a reasonable period,
satisfactory financial flexibility, and long-tenor debt temper the
weaknesses.  All these factors support our assessment of an
"aggressive" financial risk profile.

"The weak RCCL businesses will continue to be a drag on the
company's financial performance over the next four to six
quarters," said Mr. Kulkarni.  "The financial ratios are likely to
improve only in 2016, when we anticipate an improvement in RCCL's
markets and incremental EBITDA from capacity expansion to support
cash flows."

The stable outlook reflects S&P's expectation that demand,
especially from the aluminum industry, has stabilized.  However,
S&P expects RCCL's profitability to improve only gradually.
RCCL's adequate liquidity and no material debt maturities until
2018 will keep its financial risk profile in the "aggressive"
category even though the company's financial ratios will be
stretched for the rating over the next two to four quarters.

S&P may lower its ratings on RCCL if: (1) the company's
profitability in its CPC business does not recover in line with
our expectation; or (2) the CTP and chemical businesses also show
no stability and weaken RCCL's financial ratios such that FFO
interest coverage falls below 2.0x on a sustained basis.  This
situation would become more likely if RCCL's expansion projects
are delayed further and don't contribute to cash flows in 2015.

S&P may raise the ratings if the profitability of the CPC business
returns to 2012 levels while that at the CTP and chemical
businesses gradually recovers.  This improvement should be
mirrored in the financial ratios, such that the FFO-to-debt ratio
is consistently above 17% while liquidity remains adequate.  S&P
will also consider RCCL's competitive strength, ability to manage
its exposure to commoditized products, and the cash flows from
expansion projects, and the outlook for the aluminum industry.


REALOGY HOLDINGS: To Acquire ZipRealty for Approx. $166 Million
---------------------------------------------------------------
Realogy Holdings Corp. disclosed that it entered into a definitive
agreement to acquire ZipRealty for $6.75 per share in an all-cash
transaction valued at approximately $166 million.  With this
transaction, Realogy is acquiring ZipRealty's residential
brokerage operations with 23 offices across the United States and
its leading-edge, integrated real estate technology platform,
including its recently released private-label solution for
brokers.

"The acquisition of ZipRealty represents a strategic investment in
the growth of our business and a compelling opportunity to further
enhance shareholder value," said Richard A. Smith, Realogy's
chairman, chief executive officer and president.  "This
transaction has two uniquely attractive facets for Realogy.
First, we are acquiring an established, highly productive,
technology-based national residential brokerage operation.
Second, we will capitalize on the innovative technology platform
that ZipRealty has honed over more than a decade of development.
ZipRealty's technology provides a seamless digital experience for
consumers, brokers and sales associates across the entire real
estate transaction life cycle.  We intend to fully leverage
ZipRealty's comprehensive suite of world-class technology tools
across our business, enabling both our franchise brands and our
company-owned operations to be more productive, efficient and
better serve their customers."

ZipRealty's Board of Directors has unanimously approved and will
recommend the transaction to the Company's shareholders.  The
transaction will be effected through a tender offer by Realogy and
is expected to close in the third quarter of 2014, subject to the
satisfaction of customary closing conditions, including regulatory
clearance.

Realogy's franchise brands have approximately 247,000 brokers and
affiliated sales associates operating in 13,600 offices worldwide
under such well-known brand names as Better Homes and Gardens(R)
Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), The Corcoran Group(R), ERA(R) and Sotheby's
International Realty(R).  Realogy's real estate brokerage
subsidiary and largest franchisee, NRT, operates 710 U.S. offices
with approximately 42,600 independent sales associates.  ZipRealty
is a national real estate brokerage that leverages leading-edge
technology, comprehensive online marketing and an intelligent
customer relationship management (CRM) platform to attract and
serve customers and to support increased productivity for its
affiliated sales associates.

ZipRealty's profitable owned and operated brokerage operations,
with 1,800 independent sales associates and 23 offices, were
responsible for $2.7 billion in closed sales volume and
represented the majority of ZipRealty's $76 million of revenue and
$32 million of gross profit for the year ended Dec. 31, 2013.
With anticipated transaction synergies and growth, the EBITDA
contribution of ZipRealty's owned operations is expected to be
approximately $20 million annually within the next three years.
Realogy expects to welcome 17 of ZipRealty's residential real
estate brokerage offices into existing offices operated by NRT.
Realogy intends to continue to operate the remaining six ZipRealty
offices on a stand-alone basis.  Post-acquisition, NRT will have
approximately 44,400 independent sales associates.

Smith continued: "ZipRealty's end-to-end and multi-device software
platform and advanced product development capabilities will
further accelerate our efforts to drive web- and mobile-based lead
generation and client conversion.  This will also serve to augment
the investments we are already making to improve the experience of
buying and selling a home for consumers, sales associates and
brokers.

"ZipRealty has invested in both the technical talent and the
brokerage expertise necessary to build an impressive array of
custom-designed technology and online marketing tools that
generate incremental business for sales associates and brokers.
These assets and capabilities will provide us with a powerful new
slate of product offerings for our franchisees and company-owned
operations.  With ZipRealty's recently released private-label
software-as-a-service product built upon its proven, fully-
integrated digital platform, we expect the technology to
substantially enhance the value proposition of our franchise
brands and increase the productivity of our franchisees.  We are
very excited about the prospects for future growth, and we
compliment the ZipRealty product and marketing teams for the
development of an outstanding portfolio of market-ready technology
that positions brokers to better serve their sales associates and
their customers."

"We expect the acquisition of ZipRealty to drive incremental
revenue for our company-owned, franchise and title business
segments," said Anthony E. Hull, Realogy's executive vice
president, chief financial officer and treasurer.  "We are
acquiring a residential brokerage operation that, after operating
efficiencies, we anticipate will contribute meaningful earnings at
an attractive valuation.  We also expect that the upfront and
ongoing costs associated with the enhanced technology made
available to our franchisees will generate attractive returns.
While deleveraging our balance sheet remains a very high priority,
this unique transaction represents our opportunistic approach
toward enhancing shareholder value through accelerated long-term
growth."

"Integrating ZipRealty's time-tested systems and product offerings
with Realogy's brokerage and franchising operations that reach
approximately 170,000 U.S.-based sales associates provides a
significant opportunity for future growth and product innovation,"
said Lanny Baker, president and chief executive officer of
ZipRealty.  "Our owned and operated sales associate base will
become part of one of the most successful real estate brokerage
firms in the nation and will benefit from Realogy's brand
visibility and local presence.  This transaction also represents a
compelling outcome for ZipRealty's shareholders, highlighting the
strategic value of ZipRealty's technology-powered capabilities."
After the transaction closes, Baker will continue in an executive
leadership role within Realogy as chief executive officer of
ZipRealty, reporting to Alex Perriello, president and chief
executive officer of the Realogy Franchise Group.
Realogy intends to maintain ZipRealty's existing headquarters in
Emeryville, California, using its agile product development
capabilities, its "innovation factory" methodology and Realogy's
industry presence to advance the ZipRealty technology platform and
deliver new applications across Realogy's business segments.
Conference Calls to Discuss Transaction

Additional information is available for free at:

                         http://is.gd/gqHTUz

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESIDENTIAL CAPITAL: Court Junks Cozzolino's $193,274 Claim
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained The ResCap Borrower Claims
Trust's objection to claim number 1372 that Joseph Cozzolino filed
against Debtor GMAC Mortgage, LLC.

The Trust objects to the Claim on the grounds that GMACM only
serviced the Loan, for less than two months, and did not engage in
any conduct that would give rise to liability.

The claim asserts a general unsecured claim in the amount of
$193,274.41 for Cozzolino's "Mortgage Loan."  MortgageIT, Inc., a
non-Debtor, originated Cozzolino's loan on May 17, 2007.  GMACM's
only connection to the Loan was as the subservicer on behalf of
the investor, from May 29, 2007, until loan servicing was
transferred to Countrywide Loan Servicing on July 2, 2007.  The
Debtors do not assert an interest in Cozzolino's property, they do
not claim that Cozzolino owes them any money, and they do not have
a recorded lien on his property.

The Court noted that Cozzolino's claim against GMACM appears to
hinge on his allegation that GMACM, along with banks across the
country, engaged in a conspiracy with Mortgage Electronic
Registration Systems, Inc. to commit mortgage fraud. According to
Cozzolino, since MERS appears on his chain of title, his title is
clouded, preventing him from selling his home and recouping any
money invested in the property. He further challenges MERS'
ability to record assignments of his mortgage and claims that
MortgageIT engaged in fraudulent activity when it originated his
Loan without informing him that MERS would put a lien on his
property.

A copy of the Court's July 15, 2014 Memorandum Opinion and Order
is available at http://is.gd/H5UzAvfrom Leagle.com.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RESIDENTIAL CAPITAL: Judge OKs Nearly $400MM in Professional Fees
-----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a judge largely approved the final fee requests for the
professionals working on Residential Capital LLC's bankruptcy
case, which totaled nearly $400 million.  According to the same
news agency, the trust in charge of overseeing ResCap's
liquidation tried to make the former mortgage servicer's expensive
bankruptcy case a little cheaper.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


RESTORGENEX CORP: Reports $1.38-Mil. Net Loss in March 31 Quarter
-----------------------------------------------------------------
RestorGenex Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.38 million on $nil of revenues for the
three months ended March 31, 2014, compared with a net loss of
$2.48 million on $nil of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $26.45
million in total assets, $14.23 million in total liabilities, and
stockholders' equity of $12.21 million.

The Company has suffered losses from operations and lacked
liquidity to meet its then-current obligations at March 31, 2014.
The Company had net losses of $1.38 million and $2.6 million for
the three months ended March 31, 2014 and 2013, respectively and
net losses for 2013 and 2012 of $2.64 million and $7.37 million,
respectively.  As of March 31, 2014, the Company had negative
working capital of $8.02 million and an accumulated deficit of
$62.46 million.  The Company had a total of $717,002 of promissory
notes that were in default as of March 31, 2014.

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

                       http://is.gd/c2s56u

                        About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


ROCKDALE RESOURCES: Reports $590K Net Loss in March 31 Quarter
--------------------------------------------------------------
Rockdale Resources Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $590,656 on $124,870 of oil and gas
sales for the three months ended March 31, 2014, compared with a
net loss of $371,933 on $55,877 of oil and gas sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.59
million in total assets, $440,061 in total liabilities, and
stockholders' equity of $3.15 million.

The Company has suffered recurring losses from operations, thus
raising 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/JZLgrz

Austin, Tex.-based Rockdale Resources Corporation (formerly Art
Design, Inc.) was incorporated in the State of Colorado on
Jan. 16, 2002.  In April 2012 the Company discontinued its prior
operations and became involved in the exploration and development
of oil and gas.  On May 4, 2012, the Company amended its articles
of incorporation to change its name to Rockdale Resources
Corporation.


ROCKWOOD SPECIALTIES: Moody's Reviews Ba1 CFR for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Rockwood Specialties Group,
Inc.'s ratings under review for upgrade following the announcement
that Albemarle Corporation (Albemarle, Baa1, ratings under review
for downgrade) has entered into an agreement to acquire Rockwood
for approximately $6.2 billion. Albemarle has stated it plans to
guarantee Rockwood's outstanding $1.25 billion notes due 2020,
which will remain outstanding following the acquisition.

Ratings placed under review:

Rockwood Specialties Group, Inc.

Corporate Family Rating - Ba1**

Probability of Default Rating - Ba1-PD**

Sr Unsec Notes due 2020 -- Ba1

Sr Unsec Shelf Registration -- (P)Ba1

Ratings unchanged:

Speculative Grade Liquidity Rating -- SGL-1

** Ratings to be withdrawn upon completion of the acquisition.

Ratings Rationale

Under the acquisition terms announced, Rockwood shareholders will
receive $50.65 in cash and 0.4803 shares of Albemarle common stock
per Rockwood share. The transaction is expected to be financed
with $1.5 billion of new debt financing, $2.2 billion of available
cash and $2.5 billion of Albemarle stock (34.7 million new
shares). The transaction is expected to close in the first quarter
of 2015 and is subject to shareholder and regulatory approvals.

The review will focus on the ultimate capital structure and
leverage following the transaction and the ability of Albemarle to
delever and generate free cash flow after integrating both
companies. The company has secured committed bridge financing from
BofA Merrill Lynch to finance the cash portion of the transaction.
The review of Rockwood's ratings for upgrade reflects the planned
acquisition by Albemarle and the positive impact on Rockwood's
credit profile.

Moody's notes that Albemarle stated its commitment to an
investment grade rating. The company announced that it would focus
on delevering following the transaction, suspend its share
repurchases but maintain its current dividends and dividend
growth. Based on Moody's initial review of the terms of the deal,
Albemarle will likely maintain its investment grade rating.
Albemarle has also announced its intention to guarantee Rockwood's
$1.25 billion of notes due 2020. Moody's will withdraw Rockwood's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) upon completion of the acquisition.

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

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc.
(Ticker: ROC). Rockwood operates two core specialty chemicals
businesses, surface treatment chemicals and lithium and lithium
derivatives. Additionally, it is in the process of selling its
titanium dioxide business and four other non-strategic businesses
in a transaction expected to close by September 2014 for $1
billion in net cash proceeds. Revenues were approximately $1.4
billion for the twelve months ended March 31, 2014.


SARKIS INVESTMENTS: Receiver Can Hire Franzel Robins as Counsel
---------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, approved the
stipulation resolving the U.S. Trustee's objection and Sarkis
Investments Company, LLC's opposition to the application of
Frandzel Robins Bloom & Csato, L.C., as bankruptcy counsel to
Patrick Galentine, receiver, and approved the employment of the
firm, nunc pro tunc to Aug. 1, 2013.

As previously reported by The Troubled Company Reporter, the
Receiver sought to employ FRBC as bankruptcy counsel, nunc pro
tunc to Aug. 1, 2013.  The U.S. Trustee took issue with the
retroactive relief sought and argued that retroactive relief
should not be granted absent a showing of good cause for delay.
The Debtor complained that the employment is not authorized under
Section 327(a) of the Bankruptcy Code and joined the U.S. Trustee
in its objection to the retroactive relief.

Under the stipulation, the Debtor and the U.S. Trustee agreed to
the employment by the Receiver of the firm nunc pro tunc to
Aug. 1, 2013.  The parties agreed that the firm will apply a
$3,000 credit against fees on account of services rendered to the
Receiver.  The parties agreed, however, that the agreement will
not be deemed an admission or concession by the firm of the
applicability of Section 327(a) in this case or any other case in
which the firm may represent a receiver in a bankruptcy case.

             About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement.  The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.


SCOTTSDALE VENETIAN: Can Use FNB's Cash Collateral Until Aug. 31
----------------------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona authorized Scottsdale Venetian Village LLC to
use cash collateral from June 1, 2014, to Aug. 31, 2014, pursuant
to a budget available for free at http://is.gd/VxDKyG

The Debtor told the Court that it owed lender First National Bank
of Olathe under a certain loan documents in the principal amounts
of $6,662,171 under a first loan, and $226,686 under a second
note.  FNB asserted a valid and perfected security interest in
substantially all of its assets including, without limitation, its
interest in a certain property and land lease, according to the
Debtor.

The Debtor agreed to make monthly adequate protection payments to
lender of $5,500, which payment must be made no later than the
10th day of each month, and will be applied to postpetition
interest accruing indebtedness.  Any cash collateral received in
excess of that required operations consistent with the budget, or
paid, will be sequestered until such time as lender consents to,
or the Court orders, its use.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

As reported in the March 12, 2014 edition of the TCR, Scottsdale
Venetian Village LLC has won approval of the disclosure statement
explaining its proposed Chapter 11 plan.  The bankruptcy judge
approved the disclosure statement after the Debtor resolved the
objection made by First National Bank of Hutchinson.

Scottsdale Venetian Village amended the Plan documents on Feb. 27,
2014, to incorporate terms reached with the buyer for the Debtor's
interests in the Days Hotel in Scottsdale, Arizona.


SHRIMPBOAT RESTAURANT: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Shrimpboat Restaurant, Inc.
        P.O. Box 15307
        Panama City, FL 32406

Case No.: 14-50237

Chapter 11 Petition Date: July 16, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: John E. Venn, Esq.
                  JOHN E. VENN, JR., P.A.
                  220 W. Garden St., Suite 603
                  Pensacola, FL 32502
                  Tel: 850-438-0005
                  Fax: 850-438-1881
                  Email: johnevennjrpa@aol.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by William Loren Smith, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb14-50237.pdf


SKYLINE MANOR: Creditors' Panel Hires Pepper Hamilton as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Skyline Manor,
Inc. sought and obtained permission from the U.S. Bankruptcy Court
for the District of Nebraska to retain Pepper Hamilton LLP as
counsel for the Committee, nunc pro tunc to May 15, 2014.

The Committee requires Pepper Hamilton to:

   (a) give the Committee legal advice with respect to its powers
       and duties;

   (b) prepare on behalf of the Committee all necessary
       applications, answers, orders, reports and other legal
       papers;

   (c) monitor the activities of the Debtor and to report to the
       Committee on the same;

   (d) represent the unsecured creditors in negotiating and
       implementing a plan of reorganization; and

   (e) perform other legal services for the Committee which may be
       necessary in connection with this proceeding.

Pepper Hamilton will be paid at these hourly rates:

       Partners and Of Counsel            $390-$710
       Associates                         $225-$525
       Paralegals                          $95-$310
       Other Professional Support Staff    $40-$70

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

Francis J. Lawall, partner of Pepper Hamilton, 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.

Pepper Hamilton can be reached at:

       Francis J. Lawall, Esq.
       PEPPER HAMILTON LLP
       3000 Two Logan Square
       Eighteenth and Arch Streets
       Philadelphia, PA  19103-2799
       Tel: (215) 981-4481
       Fax: (215) 981-4750
       E-mail: lawallf@pepperlaw.com

                      About Skyline Manor

Skyline Manor, Inc., operates a retirement community in Omaha.
The facility offers apartments, assisted-living units, skilled
nursing beds and hospice care.

Skyline Manor filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
Judge Thomas L. Saladino presides over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.


SKYLINE MANOR: Baird Holm Okayed as Ch.11 Trustee's Counsel
-----------------------------------------------------------
Ron Ross, the Chapter 11 trustee of Skyline Manor, Inc. sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Nebraska to employ Baird Holm LLP as his counsel,
effective May 30, 2014.

The Trustee requires Baird Holm to:

   (a) assist the Trustee in understanding the bankruptcy process,
       getting control of estate assets, and stabilizing the
       Debtor's operations;

   (b) examine the Debtor and other witnesses, and consult with
       other legal counsel and interested parties to ascertain the
       extent and nature of assets, contracts, recoverable
       transfers, liabilities, and related matters, and advise
       Trustee with respect thereto;

   (c) prepare or assist the Trustee in preparing all necessary
       applications, motions, responses, orders, reports,
       pleadings, and other legal documents in connection with
       Debtor's bankruptcy case and any related proceedings;

   (d) research and analyze potential avoidance actions;

   (e) assist the Trustee in formulating a bankruptcy plan; and

   (f) perform all other legal services for Trustee which may be
       necessary in this bankruptcy case and any related
       proceedings.

Baird Holm will be paid at these hourly rates:

       T. Randall Wright          $350
       Brandon Tomjack            $275
       Eric J. Adams              $190
       Emily Z. McElravy          $165
       Attorneys                  $150-$380
       Paralegals                 $145-$165

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

T. Randall Wright, partner of Shaw Fishman, 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.

Baird Holm can be reached at:

       T. Randall Wright
       BAIRD HOLM LLP
       1700 Farnam Street, Suite 1500
       Omaha, NE 68102-2068
       Tel: (402) 636-8228
       E-mail: rwright@bairdholm.com

                      About Skyline Manor

Skyline Manor, Inc., operates a retirement community in Omaha.
The facility offers apartments, assisted-living units, skilled
nursing beds and hospice care.

Skyline Manor filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
Judge Thomas L. Saladino presides over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.


SKYLINE MANOR: Section 341(a) Meeting Slated for July 17
--------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
of Skyline Manor Inc. on July 17, 2014, at 11:00 a.m., at Omaha's
341 Meeting Room.

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.

                        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.


SPINDLE INC: Reports $1.03-Mil. Net Loss in Q1 Ended March 31
-------------------------------------------------------------
Spindle, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $1.03 million on $297,925 of sales income for the
three months ended March 31, 2014, compared with a net loss of
$675,241 on $378,236 of sales income for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $9.48
million in total assets, $716,722 in total liabilities, and
stockholders' equity of $8.76 million.

The Company has an accumulated deficit of $7.36 million.  In order
to continue as a going concern, the Company will need, among other
things, additional capital resources.  The Company is
significantly dependent upon its ability, and will continue to
attempt, to secure equity and/or additional debt financing.  The
Company has recently issued debt securities and may conduct an
offering of its equity securities to raise proceeds to finance its
plan of operation.  There are no assurances that the Company will
be successful and without sufficient financing it would be
unlikely for the Company to continue as a going concern.  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/DxLpxF

Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated
in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf,
Inc."  The Company was previously an online retailer of golf-
related apparel, equipment and supplies.  Through the date of this
quarterly report, the Company only generated minimal revenues from
that line of business.  Spindle is a commerce-centric company with
four primary customers: 1) individual consumers (buyers); 2)
individual businesses (merchants or sellers); 3) third party
channel partners (financial institutions and other non-bank
partners such as wireless carriers); and 4) advertisers (retail,
brands, and destinations).  The Company intends to generate
revenue through patented cloud-based payment processes under the
Spindle product line, and licensing of its intellectual property.


STAFFORD LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service, affirmed Stafford Logistics Holdings'
ratings -- including the B3 Corporate Family and senior secured
ratings -- but changed the rating outlook to negative from stable.

Ratings Rationale

The negative outlook reflects concerns that Stafford's weakened
liquidity profile provides limited flexibility for any operational
or investment missteps over the near term, absent steps by the
company to improve its liquidity options. Cash is modest, as is
availability on the small revolving credit facility. Stafford
acquired B.J. Bear Grain Co. Ltd, a small waste hauling company,
in April 2014 with cash. In addition, the company invested in new
trucks to both service new hauling contracts, replace old trucks,
and upgrade BJ Bear's fleet post acquisition. While Moody's
expects, based on the modest acquisition multiples paid, that the
acquisition and fleet investments will provide long term solid
returns, the substantial use of the company's $10 million revolver
and cash to fund these initiatives leaves the company with few
liquidity options. The immediate needs are limited as the company
has no near term debt maturities and is compliant with its bank
covenants. In addition, the core business can generate free cash
flow if the growth capital investment is excluded.

The ratings could be downgraded if the company is unable to make
material progress on improving liquidity over the near term. The
rating could also be lowered if the integration of BJ Bear and
other growth initiatives distracts management and leads to a
deterioration in profitability and cash from operations. The
rating could be raised if the company is able to increase its
scale to over $500 million in revenue while maintaining a solid
financial profile of solid profits and free cash flow, and
financial leverage similar to other companies at the higher rating
level.

Ratings: Stafford

Corporate family rating: affirmed B3

Probability of default rating: affirmed Caa1-PD

$10 million revolving credit facility: affirmed B3 LGD-3

$120 million term loan: affirmed B3 LGD-3

Outlook: Lowered to negative from stable

The principal methodology used in this rating was Environmental
Services and Waste Management Companies Rating Methodology
published in June 2014. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Mableton, GA headquartered Stafford Logistics operates under the
name Custom Ecology and generated $127 million revenue in the
twelve months ending March 31, 2014. The company primarily
provides long distance (50 miles or more) hauling of solid waste
from transfer stations to regional landfills on behalf of solid
waste collection customers. The company also operates transfer
stations and owns landfill based assets which efficiently deposit
waste in to the landfills. The company is majority owned by
entities affiliated with Kinderhook Industries, a private equity
firm.


STEVIA FIRST: Weinberg & Company Raises Going Concern Doubt
-----------------------------------------------------------
Stevia First Corp. reported a net loss of $4.15 million on $nil of
revenues for the fiscal year ended March 31, 2014, compared with a
net loss of $2.74 million on $nil of revenues in 2013.

Weinberg & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has a stockholders' deficiency at March 31, 2014 and has
experienced recurring operating losses and negative operating cash
flows since inception.

The Company's balance sheet at March 31, 2014, showed $1.42
million in total assets, $1.53 million in total liabilities and a
stockholders' deficit of $110,376.

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

                       http://is.gd/GdkPHZ

Stevia First Corp. is an agricultural biotechnology company, which
engages in the cultivation and harvest of stevia leaf and the
development of stevia products. The company intends to establish a
vertically-integrated enterprise that controls the process of
stevia production from plant breeding through propagation,
planting, cultivation, and harvesting, and which develops,
markets, and sells stevia products. Stevia First was founded by
Avtar S. Dhillon on June 29, 2007 and is headquartered in Yuba
City, CA.


TACTICAL INTERMEDIATE: Gets Time to Find Boot Biz Buyer
-------------------------------------------------------
Law360 reported that Tactical Intermediate Holdings Inc., which
makes combat boots and flame-resistant apparel for the U.S.
military, received approval from a Delaware bankruptcy judge
Wednesday to embark on an expedited sale process to land a
stalking horse bidder for its footwear division.

According to the report, U.S. Bankruptcy Judge Kevin Gross agreed
to schedule a July 21 bid procedures hearing for the footwear
business, blessing the company's request to shorten the standard
notice period.  Moving ahead on a "very quick time line" is
crucial because it provides the opportunity to sell the division
as a going concern, an option that is diminishing and will
eventually evaporate, debtors' counsel Domenic E. Pacitti told the
court, the report related.

                   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.


TECHPRECISION CORP: Incurs $7.1 Million Net Loss in Fiscal 2014
---------------------------------------------------------------
TechPrecision Corporation filed with the U.S. Securities and
Exchange Commission its annual report disclosing a net loss of
$7.09 million on $21.06 million of net sales for the year ended
March 31, 2014, as compared with a net loss of $2.41 million on
$32.47 million of net sales for the year ended March 31, 2013.

For the three months ended March 31, 2014, the Company reported a
net loss of $4.09 million on $3.60 million of net sales as
compared with a net loss of $1.11 million on $9.95 million of net
sales for the same period last year.

The Company's balance sheet at March 31, 2014, showed $16.97
million in total assets, $13.44 million in total liabilities and
$3.53 million in total stockholders' equity.

At March 31, 2014, TechPrecision had negative working capital of
$2 million as compared with working capital of $3.1 million at
March 31, 2013.  As of March 31, 2014, the Company had $1.1
million in cash and cash equivalents compared to $3.1 million at
March 31, 2013.

"We continue to navigate a challenging period for TechPrecision,
but are taking steps to prepare the company for better days
ahead," commented Len Anthony, TechPrecision's executive chairman.
"A leadership change at Ranor infuses a proven executive with a
strong track record of scaling large organization best practices
inside smaller entrepreneurial entities as evident from his recent
experience working with private equity backed organizations.  We
look forward to Alexander Shen working with the Ranor team to
enable efficient utilization of Ranor's assets, increased
production throughput and the creation of durable customer
relationships.  In addition, we took steps to resolve the
company's financing situation, with an interim package which
eliminates the coverage ratio covenants without materially
changing our cash flow.  This sets the stage for a long-term
financing for the company."

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.

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

                       http://goo.gl/QdjbSl

                       About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.


TEM ENTERPRISES: Section 341(a) Meeting Continued to July 24
------------------------------------------------------------
The U.S. Trustee for Region 17 continued the meeting of creditors
of TEM Enterprises on July 24, 2014, at 12:00 p.m., in Foley
Federal Building Room 1500, 300, Las Vegas Blvd. South in Las
Vegas, Nevada.

The meeting was originally set on July 10, 2014.

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.

Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014.
Judge August B. Landis oversees the case.  The Debtor estimated
assets and debts of at least $10 million.  Lisa Dunn signed the
petition as president.  McDonald Carano Wilson LLP serves as the
Debtor's counsel.


THINSPACE TECHNOLOGY: Incurs $25.92-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Thinspace Technology Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $25.92 million on $784,608 of revenues
for the three months ended March 31, 2014, compared with a net
loss of $185,289 on $304,809 of revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $2.02
million in total assets, $39.73 million in total liabilities, and
a stockholders' deficit of $37.71 million.

As of March 31, 2014, the Company has negative working capital of
$38.04 million.  As a result, there is 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/2GSQBD

Thinspace Technology, Inc., a cloud computing company, develops
and sells network software. It offers Propalms TSE, a simple
management solution for Microsoft remote desktop users; Propalms
VPN that allows secure remote access to applications and data from
outside of the corporate network; Propalms VDI, which allows
customers to run virtual desktops on the Internet; Pano Logic G2,
a Zero Client that replaces traditional desktops and allows secure
access to hosted virtual desktops; and Thin Space, a hardware Zero
Client solution for the enterprise and corporate market. The
company sells its products directly to independent software
vendors; application service providers; and end users in public
and private sectors through a network of distributors and
resellers worldwide. Thinspace Technology, Inc. was founded in
2001 and is headquartered in Port Orange, Florida. Thinspace
Technology, Inc operates as a subsidiary of ProTek Capital, Inc.


TRANSCOASTAL CORP: Has $106K Net Loss in First Quarter
------------------------------------------------------
TransCoastal Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $106,000 on $1.03 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $367,000 on $852,000 of total revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $25.5
million in total assets, $21.58 million in total liabilities, and
stockholders' equity of $3.92 million.

As of March 31, 2014 and Dec. 31, 2013, the Company had a working
capital deficit of $1.15 million and $1.35 million, respectively,
and an accumulated deficit of approximately $42.68 million and
$42.57 million, respectively.  The working capital deficit at
March 31, 2014 and Dec. 31, 2013 is primarily the result of
increased aged accounts payable and accrued liabilities due to a
reduction in available cash to pay third party vendors.  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 for free at:

                       http://is.gd/RJDgB2

Dallas-based TransCoastal Corporation is focused in the
development of oil and gas reserves in the state of Texas.  The
Company plans to develop its multi-year inventory in the Brown
Dolomite oil and gas properties near Pampa, Texas and expand into
other areas, including the Permian Basin and Wolfcamp oil shale
play.


TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt
------------------------------------------------------------
Rothstein Kass expressed substantial doubt about TransCoastal
Corporation's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2013.
The independent auditors noted that the Company has an accumulated
deficit, working capital deficit and net loss from operations.

The Company reported a net loss of $4.05 million on $3.62 million
of total revenues for the year ended Dec. 31, 2013, compared with
net income of $1.04 million on $6.51 million of total revenues for
year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $25.83
million in total assets, $22.79 million in total liabilities, and
stockholders' equity of $3.04 million.

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

                        http://is.gd/0XcsbM

TransCoastal Corporation is an oil and gas exploration and
production company focused primarily in the development of oil and
gas reserves in the state of Texas.  As of Dec. 31, 2013, it had
total assets of $26,201,000 against total current liabilities of
$2,239,000 and total long-term liabilities of $20,547,000.


TRISTAR WELLNESS: Posts $3.57-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------------
TriStar Wellness Solutions, Inc., filed its quarterly report on
Form 10-Q disclosing a net loss of $3.57 million on $1.3 million
of sales revenue for the three months ended March 31, 2014,
compared with a net loss of $2.17 million on $7,000 of sales
revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $5.27
million in total assets, $12.1 million in total liabilities, and
stockholders' deficit of $6.83 million.

The Company has suffered recurring operating losses from
operations raising 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/fCf3UT

TriStar Wellness Solutions, Inc., offers products and technologies
in the areas of wound care, women's health and therapeutic skin
care.  The Company is based in Westport, Connecticut.


TWEETER HOME: Files First Amended Liquidation Plan
--------------------------------------------------
TWTR, Inc., f/k/a Tweeter Home Entertainment Group, Inc., filed
with the U.S. Bankruptcy Court for the District of Delaware a
first amended joint plan of liquidation and disclosure statement,
under which general unsecured creditors are poised to recover an
estimated 0.28& to 0.76%.  To recall, the Debtors sold
substantially all of their assets to Tweeter Newco LLC.  The sale
closed in July 2007.  The Plan provides for the orderly
liquidation of the Debtors.  A full-text copy of the Disclosure
Statement dated July 16, 2014, is available at:

        http://bankrupt.com/misc/TWEETERDS0716.pdf

                          About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.

Tweeter Home Entertainment Group filed with the U.S. Bankruptcy
Court a Chapter 11 Plan of Liquidation and related Disclosure
Statement in October of 2012.


UNITED GILSONITE: Legal Representative Hires Claims Consultant
--------------------------------------------------------------
James L. Patton, Jr., the legal representative for future
claimants of United Gilsonite Laboratories, asks for authorization
from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to employ Dr. Timothy Wyant as claims evaluation
consultant, nunc pro tunc to Jun. 13, 2014.

The Legal Representative anticipates that Dr. Wyant will render
consulting services to the Legal Representative.  Specifically,
those services will include providing due diligence, analysis, and
advice with respect to the asbestos personal injury claims
underlying the payment percentage to be established by the Trust
and any modifications thereto.

Dr. Wyant's standard hourly rate is $450.

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

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

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


VAUGHAN COMPANY: Discovery Deadlines Moved in Suit v. Levann
------------------------------------------------------------
Magistrate Judge Stephan M. Vidmar gave his stamp of approval on a
Stipulated Order, which set various discovery deadlines,
including, inter alia, a July 31, 2014 termination date for
discovery, a August 14, 2014 deadline for discovery motions, and
an August 21, 2014 deadline for pretrial motions in the case
commenced by Judith A. Wagner, Chapter 11 Trustee of the
bankruptcy estate of The Vaughan Company, Realtors.

The Chapter 11 Trustee and certain defendants in the lawsuit,
excluding Sharareh Shahin and New Mexico Accounting Specialists,
Inc., in Case No. 12-CV-00391, who are in default, agree that more
time is necessary to conduct discovery.

The Chapter 11 Trustee has agreed that the defendants, excluding
Sharareh Shahin and New Mexico Accounting Specialists, Inc., in
Case No. 12-CV-00391, who are in default, may have additional time
to respond to the Motion for Summary Judgment to facilitate
ongoing discovery.

The parties agree that:

     A. The termination date for discovery set is extended
        through and until August 29, 2014.

     B. The deadline for motions relating to discovery is
        extended through and until September 19, 2014.

     C. The deadline for pretrial motions is extended through
        and until October 10, 2014.

     D. The deadline for Plaintiff to provide a draft pretrial
        order to the Defendants is extended through and until
        November 12, 2014.

     E. The deadline for the Defendants to provide the completed
        pretrial order to the Court is extended through and
        until November 26, 2014.

The defendants, except Sharareh Shahin and New Mexico Accounting
Specialists, Inc., in Case No. 12-CV-00391, who are in default,
may have through and until September 4, 2014, to respond to the
Plaintiff's Motion for Partial Summary Judgment Against All
Defendants on All But One Element of Trustee's Prima Facie Case on
Actual and Constructive Fraudulent Transfers.

The case is, JUDITH A. WAGNER, Chapter 11 Trustee of the
bankruptcy estate of The Vaughan Company, Realtors, Plaintiff, v.
JONATHAN LEVANN, MICHAEL MENKE, JAMES RICHARDS, individually and
as Trustee of the James Richards Revocable Trust, DANIEL FENTON,
and NANCY FENTON, MOSTAFA JAFARI, MARTEZA JAFARI a/k/a MORTEZA
JAFARI a/k/a MORI JAFARI, MARYAM JAFARI, MELIKA JAFARI, MOHAMMAD
REZA JAFARI, ZAHRA JAFARI, VAHID DERISS, MOJTABA JAFARI, and
FARZANEH JAFARI, ABBAS ANSARI and PEYMANEH POUR, husband and wife,
MARIE YEH, individually and as personal representative of the
estate of Chon-Chiun Yeh, JENNY YEH NELSON, JULIE C. LOUIE, DAVID
L. LOUIE, JOHN DOE, as trustee of the YEH FAMILY REVOCABLE TRUST
uta dated October 2, 2001, JIMMY CHIH MING YEH a/k/a JIMMY C. YEH,
RACHEL HANYEH, and MARIE YEH as personal representative of the
estate of Chon-Chiun Yeh d/b/a Chinese Acupuncture Clinic, SAID
BANDI a/k/a SAID ALAGHE BANDI, individually, SAID BANDI d/b/a
Bandi Engineering, BANDI ENGINEERING COMPANY, INC., ADF FINANCIAL,
INC., SHAHLA BANDI a/k/a SHAHLA ZOLFAGHARI, MARYAM ALAGHE-BANDI,
HAMID ALAGHE BANDI, HOSSEIN ALAGHE BANDI, ABDUL DABIRI, SHARAREH
SHAHIN, And NEW MEXICO ACCOUNTING SPECIALISTS, INC., STEVEN S.
ETKIND and SHERRY ETKIND, husband and wife; STEVEN S. ETKIND, as
trustee of STEVEN AND SHERRY ETKIND REVOCABLE LIVING TRUST; and
TALIA ETKIND, JILL PLAMAN, as personal representative of the
estate of Carla Kosinski, Defendants, Case Nos. 12-CV-00187-WJ-
SMV, 12-CV-00203-WJ-SMV, 12-CV-00207-WJ-SMV, 12-CV-00241-WJ-SMV,
12-CV-00300-WJ-SMV, 12-CV-00301-WJ-SMV, 12-CV-00303-WJ-SMV, 12-CV-
00391-WJ-SMV, 12-CV-00754-WJ-SMV, 12-CV-00496-WJ-SMV (D. N.M.).

A copy of the Stipulated Order dated July 14, is available at
http://is.gd/ZnZmfSfrom Leagle.com.

                About The Vaughan Company Realtors

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VIGGLE INC: Launches Entertainment Rewards APP on Windows 8
-----------------------------------------------------------
Viggle Inc. announced a strategic alliance with Microsoft Corp.
that will extend the availability of the free Viggle app on
Windows Phone 8 and Windows 8.  Viggle now runs on all major
mobile platforms including iOS, Android and Windows.  Viggle will
also use Microsoft Azure for cloud infrastructure to support the
services across platform a strategic alliance with Microsoft Corp.
that will extend the availability of the free Viggle app on
Windows Phone 8 and Windows 8.  Viggle now runs on all major
mobile platforms including iOS, Android and Windows.  Viggle will
also use Microsoft Azure for cloud infrastructure to support the
services across platforms and devices.  The new Viggle app, which
offers rewards for watching TV and listening to music, is free and
available for download in the Windows and Windows Phone Stores.
The apps will provide the same functionality as the award-winning
Viggle application already available on iOS and Android.  With its
value to consumers and position as a leading disrupter in the
television industry, Microsoft is committed to supporting Viggle
and this compelling new app.

"We are constantly evaluating how to improve and expand the Viggle
experience for users and our alliance with Microsoft enables us to
do that on multiple levels," said Greg Consiglio, President & COO
of Viggle Inc.  "We are making the experience available to some
users for the first time with the Viggle app for Windows and will
be working with Microsoft to utilize their cloud services platform
Microsoft Azure.  We expect to continue to expand our relationship
over time."

"Windows is backed by an incredible, ever-growing app ecosystem,
and we're excited to see Viggle bring its award-winning app to our
marketplace," said Steve Guggenheimer, corporate vice president,
Developer Experience, Microsoft.  "Viggle pushes the boundaries of
how people use mobile devices and apps and helps people better
connect with the entertainment they already love."

The Viggle app for Windows provides users with an easy-to-use
second screen to engage in entertainment all day long and receive
rewards for it.  Users will be able to check into TV, match music,
read entertaining content, and engage with ads for points they can
redeem for a wide variety of rewards, including digital media at
Viggle Store.  The app works by recognizing and identifying the
show or music that is playing from any source and serving up the
song or show name. The technology allows users to simply tap the
"check in" button on the app and match a few seconds of audio to
its unique audio fingerprint.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$68.09 million in total assets, $62.79 million in total
liabilities, $37.54 million in series A convertible redeemable
preferred stock, and a $32.23 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VO ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Vo Enterprises, LLC
        492 Kelker Street
        Oberlin, PA 17113

Case No.: 14-03300

Chapter 11 Petition Date: July 16, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Mary D France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  Email: rec@cclawpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Angie Vo, member.

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


WEDCO MANUFACTURING: Not Liable to Mizell's Vacation Pay Claim
--------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff in Wyoming sustained the
objection of Wedco Manufacturing Inc. to Claim No. 9-1 filed by
Fredrick Mizell.

Mr. Mizell filed a priority claim in the Debtor's case for unpaid
vacation pay in the amount of $2,146.80.

Marjorie Mathiesen, the Debtor's president, testified that the
Debtor is an asset holding company, and that Wedco Fabrication,
Inc. was the operating company involved in the building and
construction industry.  The Debtor and Fabrication, she said,
maintained separate employee identification numbers and separate
bank accounts.  The Debtor last had employees in 2001.  All
employees were employed by Fabrication.

Mr. Mizell argues that as the Debtor was the holding company for
Fabrication, it is responsible for Fabrication's debts and
specifically for his claim.

Judge McNiff, however, held that Mr. Mizell did not carry his
burden proving that the Debtor, as a separate legal entity, was
responsible for Fabrication's debts.  No evidence was presented to
give the court cause to consider "piercing the corporate veil" of
the Debtor.  Mr. Mizell did not prove the validity of his claim
against the Debtor.

A copy of Judge McNiff's July 15, 2014 Opinion is available at
http://is.gd/bXrS2qfrom Leagle.com.

                    About Wedco Manufacturing

Jackson, Wyoming-based Wedco Manufacturing Inc. filed a Chapter 11
petition (Bankr. D. Wyo. Case No. 12-21003) on October 3, 2012.
Judge Peter J. McNiff presides over the case.  Stephen R. Winship,
Esq., at Winship & Winship, PC, serves as the Debtor's counsel.
It scheduled assets of $4,908,812 and liabilities of $2,411,878.
The petition was signed by Marjorie Mathiesen, president.


WESTERN ASBESTOS: Objections to Ch. 11 Trustees' Report Overruled
-----------------------------------------------------------------
On June 27, 2014, the United States Bankruptcy Court for the
Northern District of California held a hearing regarding a motion
to approve and settle Tenth Annual Report and Accounting, Audited
Financial Statements, and Claim Report filed by the trustees in
the Chapter 11 case of Western Asbestos Company.  Michael J.
Mandelbrot, claiming to represent various beneficiaries of the
Western Asbestos Settlement Trust, and Michael McDermott, a
beneficiary of the Western Trust, opposed the Motion.

In a memorandum dated July 14, 2014, U.S. Bankruptcy Judge Thomas
E. Carlson overruled both objections.  In overruling the
Mandelbrot Objection, Judge Carlson pointed out that Mr.
Mandelbrot lacked standing because he is legally a stranger to the
current proceeding with no standing to challenge the report and
the record shows that he has been ordered to cease all
representation of beneficiaries of that trust.  In overruling the
McDermott Objection, Judge Carlson noted that McDemott attempted
to adopt the Mandelbrot Objection as his own after the court ruled
that Mandelbrot lacked standing but acknowledged at the hearing
that he has no knowledge of the facts asserted in the Mandelbrot
Objection.  Judge Carlson said it is not appropriate for McDermott
to assert the Mandelbrot Objections without himself attesting that
they have a basis in fact.

The case is In re WESTERN ASBESTOS COMPANY, CASE NO. 13-31914 TEC
(Bankr. N.D. Calif.).  A full-text copy of Judge Carlson's
Decision is available at http://is.gd/MMeENVfrom Leagle.com.


WHEATLAND MARKETPLACE: Wants Until Sept. 30 to File Ch. 11 Plan
---------------------------------------------------------------
Wheatland Marketplace LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois to further extend its exclusive
period to file a Chapter 11 plan and disclosure statement until
Sept. 30, 2014, and solicit acceptances of that plan until
Nov. 30, 2014.

The Debtor assures the Court that the extension of time will not
prejudice the legitimate interest of any parties-in-interest in
this Chapter 11 case.  Rather, the extension will further its
efforts to preserve, maximize and create value for the Debtor's
creditors and increase the likelihood of a plan, the Debtor notes.

                 About Wheatland Marketplace, LLC

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.  The Debtor reported $10,999,006 in total assets,
and $7,052,778 in total liabilities.

No committee of unsecured creditors has been appointed to serve in
the case.


WHITING PETROLEUM: S&P Puts 'BB+' Unsec. Debt Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Denver, Colo.-based Whiting Petroleum to positive from stable,
following the announcement of its proposed acquisition of Kodiak
Oil & Gas Corp. and S&P's improved assessment of its business risk
profile.

At the same time, S&P placed its 'BB+' issue-level ratings on the
company's unsecured debt on CreditWatch with negative implications
to reflect the potential for a revision in the recovery rating to
'5', indicating its expectation of modest (10% to 30%) recovery in
the event of a payment default, from '4' currently.  This is based
on the expected increase in the senior secured credit facility
size and the possibility that Kodiak's senior unsecured notes
could have pari passu claims with Whiting's senior unsecured notes
in a default scenario.  S&P's 'BB-' issue-level rating and '6'
recovery rating on the company's subordinated notes remain
unchanged.

At the same time, S&P placed its ratings on Kodiak Oil & Gas Corp,
including its 'B+' corporate credit rating and 'B' issue-level
ratings on its unsecured debt, on CreditWatch with positive
implications, reflecting its proposed acquisition by a higher-
rated entity.  S&P expects to resolve the CreditWatch placements
around the time of the closing of the acquisition, which it
anticipates in early October.

"The positive outlook reflects our expectation that Whiting will
continue to expand its reserves and production while working to
bring capital spending more in line with cash flows," said
Standard & Poor's credit analyst Carin Dehne-Kiley.

Whiting has agreed to acquire Kodiak Oil & Gas Corp. in an all-
stock transaction valued at $6 billion, including $2.2 billion in
assumed debt.  In S&P's view, the transaction improves Whiting's
business risk profile while only slightly increasing leverage.
Kodiak is a 100% oil-focused producer, with operations exclusively
in the Williston Basin of North Dakota.

S&P could revise the outlook to stable if the company's credit
measures weakened due to lower-than-anticipated oil price
realizations or a production shortfall, or if the company pursued
a more aggressive financial policy, including outspending cash
flows by more than S&P's expectations.


WINDSOR PETROLEUM: Moody's Cuts 7.84% Notes to Ca on Ch11 Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Windsor Petroleum Transport
Corporation's (WINPET) 7.84% Term Secured Notes rating to Ca from
Caa2 in response to the company's announcement that it had filed a
voluntary petition for reorganization under Chapter 11 of the US
Bankruptcy Code. The rating outlook remains negative.

Ratings Rationale

The downgrade of WINPET's Term Notes rating to Ca reflects Moody's
expectation that the recovery rate on the Term Notes will range
between 35%-65% based on a market assessment of its assets.

WINPET and several of its subsidiaries and related entities filed
for reorganization under Chapter 11 of the US Bankruptcy Code in
the United States Bankruptcy Court on July 15, 2014. In connection
with the filing WINPET has entered into a restructuring support
agreement with bondholders who hold over 70% of the Company's
7.84% Term Secured Notes in a principal amount of $188.6 million.
The supporting holders of the Term Notes have agreed to support a
plan of reorganization that would convert the Term Notes into 100%
of the equity in the reorganized company.

Frontline Ltd (FRO, not rated), one of the world's largest crude
oil and product shipping companies, will enter into a revised
management agreement with the reorganized company and will
continue to provide commercial management for WINPET's four VLCC
crude oil tankers.

WINPET's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside WINPET's core industry and
believes WINPET's ratings are comparable to those of other issuers
with similar credit risk.

Windsor Petroleum Transport Corporation is a special purpose
Delaware corporation established in 1997 to act as agent for the
issuance of debt to finance the construction and ownership of four
VLCC tankers by four individual ship-owning companies. WINPET was
most recently owned by Independent Tankers Corporation Limited,
headquartered in Hamilton, Bermuda.


WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Delaware-
incorporated Windsor Petroleum Transport Corp.'s $239.1 million
secured term notes due Jan. 15, 2021, to 'D' from 'CCC-'. The
recovery rating is affirmed at '4', indicating S&P's expectation
of average (30% to 50%) recovery of principal if a payment default
occurs.

The company currently has about $189 million of debt outstanding.

"The company's Pioneer tanker exhausted its restricted cash
reserve as of Dec. 31, 2011, and had been drawing on the reserves
of the company's other vessels; it recently exhausted those funds,
and was not able to make its required July 2014 principal payment
of $14 million," said Standard & Poor's credit analyst Michael
Ferguson.

The project's default stems from an ongoing depressed spot-charter
market.  While there have been seasonal fluctuations in the
market, in general, the rates have gone well below the breakeven
rates required to avoid default.  S&P expects that tanker rates
will remain weak through much of the next two years.


WIRELESS RONIN: Posts $1.08-Mil. Net Loss in March 31 Quarter
-------------------------------------------------------------
Wireless Ronin Technologies, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.08 million on $1.26 million
of total sales for the three months ended March 31, 2014, compared
with a net loss of $1.41 million on $1.41 million of total sales
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.13
million in total assets, $2.16 million in total liabilities, and
stockholders' deficit of $29,000.

The Company incurred net losses and negative cash flows from
operating activities for the years ended December 31, 2013, 2012
and 2011 and the three months ended March 31, 2014 and 2013.  At
March 31, 2014, the Company had cash, cash equivalents and
restricted cash of $725,000 and working capital of $389,000.  The
cash used in operating activities for the three months ended March
31, 2014 was $782,000.  At March 31, 2014, the Company had no
outstanding balance and no borrowing capability on its line of
credit with Silicon Valley Bank.  Due to losses suffered from
operations for the year ended December 31, 2013, the Company's
independent registered public accounting firm expressed
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/IxDuOW

Minnetonka, Minn.-based Wireless Ronin Technologies, Inc. (OTC QB:
RNIN), provides marketing technology solutions, which include
digital signage, interactive kiosks, mobile messaging, social
networking and web development solutions, to customers who use the
Company's products and services in certain retail and service
markets.


WORLDWIDE MIXED: Hearing on Case Dismissal Continued Until Aug. 20
------------------------------------------------------------------
The Bankruptcy Court continued until Aug. 20, 2014, at 11:30 a.m.,
the hearing to consider the motion to dismiss the involuntary
Chapter 11 case of Worldwide Mixed Martial Arts Sports Inc.

The Court held a hearing on July 9, to consider the matter
requested by the petitioning creditors -- Mackenzie Mergers and
Acquisitions, Consultants for Business and Industry, and Luigi
Agostini.

On July 9, Robert J. Rudy III, Esq., at Pawar Gilgallon & Rudy,
LLC, counsel for the petitioners, objected to the proposed order
to the extent that it suggested that the office submitted any
unauthorized or improper filings on behalf of petitioning
creditors.  Mr. Rudy further objected to the cease and desist
portion of the order which suggest that the office submitted any
improper filing and therefore should cease doing so.

As reported in the Troubled Company Reporter on June 24, 2014,
the Petitioning creditors filed a motion for voluntary dismissal
of the involuntary Chapter 11 case, well as advised the Court and
parties that they are equity holders of the Debtor.

The Chapter 11 trustee, Alfred T. Giuliano, does not object to the
Petitioning Creditors' request to dismiss the Debtor's involuntary
Chapter 11 case.

A number of other creditors led by William A. McFarland, CEO of
Novuss Media, Inc., are opposing the dismissal.  In addition,
Theresa Puccio, largest creditors of the Debtor, is also
objecting, noting that the Debtor failed to honor their employment
agreement.

                About Worldwide Mixed Martial Arts

Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an
involuntary Chapter 11 case against Boonton, New Jersey-based
Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed
Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA,
Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No.
13-35006) on Nov. 14, 2013.  The Hon. Rosemary Gambardella
presides over the case.

The Court later appointed a Chapter 11 Trustee.  The Chapter 11
Trustee, Alfred T. Giuliano, is represented by Michael G.
Menkowitz, Esq. and Magdalena Schardt, Esq. of Fox Rothschild LLP
of Philadelphia, PA.


XZERES CORP: Incurs $3 Million Net Loss in May 31 Quarter
---------------------------------------------------------
Xzeres Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss attributable
to common stockholders of $3.05 million on $501,948 of gross
revenues for the three months ended May 31, 2014, as compared with
a net loss attributable to common stockholders of $1.61 million on
$131,387 of gross revenues for the same period in 2013.

XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.

The Company's balance sheet at May 31, 2014, showed $6.80 million
in total assets, $14.43 million in total liabilities and a $7.63
million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that  the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://goo.gl/n50LZi

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.


YELLOWSTONE MOUNTAIN: Founder Must Pay $187.5M Loan Balance
-----------------------------------------------------------
Law360 reported that a California federal judge ordered the
founder of the bankrupt Yellowstone Mountain Club LLC to pay the
$187.5 million balance plus interest on two loans from a company
he controlled, ruling his release of liability for the loan notes
was fraudulent.

According to the report, Timothy Blixseth signed promissory notes
for two loans totaling about $199 million from BLX Group Inc. in
2006, after the club received $375 million in loans from units of
Credit Suisse Group AG and distributed $200 million of that amount
to BLX, the order said.  In a divorce agreement with his ex-wife,
Blixseth released himself from liability for the loans by
transferring ownership to her of the club and BLX, giving her the
responsibility to repay the notes, the report related, citing the
order.  But U.S. District Judge Gary Allen Feess ruled that
Blixseth owed the balance plus any interest due on the loan notes
to the bankruptcy trust for the resort, saying that a Montana
bankruptcy court had already determined in an earlier case that
the release was illegitimate because Blixseth controlled BLX, the
report further related.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the recent ruling is Blixseth's fifth and largest defeat of the
year.  The June 18 decision by Judge Feess is based in part on a
decision in April when a Montana district judge upheld a $41
million judgment, saying the record "amply demonstrated"
Blixseth's "fraudulent manipulations of corporations he controlled
to his personal benefit," Mr. Rochelle said.

"Obviously we will be appealing," Philip Stillman, Blixseth's
attorney in the Los Angeles case, said in a phone interview with
Mr. Rochelle.  He said that the "major flaw" in Judge Feess's
opinion was the failure to recognize that couples need to have
finality in the division of assets when they divorce, Mr. Rochelle
related.

The case is Kirschner v. Blixseth, 11-cv-08283, U.S. District
Court, Central District of California (Los Angeles).

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


YMCA OF MILWAUKEE: US Trustee Forms Five-Member Creditor's Panel
----------------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors for The Young Men's Christian Association of Milwaukee
Inc.

The members of the Committee are:

  a) Chris Dolney
     Acting Chairperson
     The Marek Group Inc.
     W228N821 Westmound Drive
     Waukesha, WI 53186
     Tel: 261-549-8942
     Fax: 262-549-6246
     Email: chris.dolney@marekgroup.com

  b) Lawrence Horning
     Pieper Electric Inc.
     5070 N. 35th St.
     Milwaukee, WI 53209
     Tel: 414-831-2328
     Email: Lawrence.horning@peiperpower.com

  c) Ellen Homb
     2 Story Creative
     641 W. National Avenue
     Milwaukee, WI 53204
     Tel: 414-220-9663
     Fax: 414-220-9657
     Email: ellen@2-story.com

  d) Jennifer Coppersmith
     Jennifer Coppersmith Design LLC
     1159 S. Windsor St.
     Salt Lake City, UT 84105
     Tel: 801-783-7779
     Email: jcoppersmith@gmail.com

  e) Robert Nelson
     L&A Crystal Services LLC
     10903 N. Industrial Drive
     Mequon, WI 53092
     Tel: (262) 512-9790
          (262) 271-5823 (Cell)
     Fax: (262) 512-0393
     Email: bobn@lacrystal.com

                      About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


ZHEJIANG TOPOINT: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioner: Jiangang Ou

Debtor-affiliates subject to separate Chapter 15 Petitions:

    Debtor                                      Case No.
    ------                                      --------
    Zhejiang Topoint Photovoltaic Co., Ltd      14-24549
    Industrial Zone No. 8, Huangwan Town
    New Jianshan District
    Haining City, China

    Zhejiang Jiutai New Energy Co., Ltd.        14-24555
    Industrial Zone No. 8, Huangwan Town
    New Jianshan District
    Haining City, China

    Zhejiang Yutai Solar Materials Co., Ltd.    14-24557

    Zhejiang Willsolar Photoelectric Materials  14-24559
    Co. Ltd.

Type of Business: Topoint is engaged principally in the
                  development, manufacturing, and marketing of
                  photovoltaic solar panels in China for sale and
                  export to international markets, including the
                  United States.  Jiutai is engaged principally in
                  the marketing of those solar panels.

Chapter 15 Petition Date: July 16, 2014

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

Chapter 15 Petitioner's Counsel: Stephen M. Packman, Esq.
                                 ARCHER & GREINER, P.C.
                                 One Centennial Square
                                 Haddonfield, NJ 08033
                                 Tel: (856) 795-2121
                                 Email: spackman@archerlaw.com

                                Estimated       Estimated
                                  Assets       Liabilities
                                ----------     -----------
Zhejiang Topoint Photovoltaic   $10MM-$50MM    $1MM-$10MM
Zhejiang Jiutai New Energy Co.  $10MM-$50MM    $1MM-$10MM


* American Express Accused by U.S. of Stifling Competition
----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that
American Express Co.'s rules barring merchants from encouraging
customers to use credit cards with lower processing costs stifle
competition, a U.S. lawyer argued at the start of the iconic
company's antitrust trial.  According to the report, businesses
that accept AmEx are prohibited by the company from offering
incentives to customers who use competing cards such as those
issued by Visa Inc. and MasterCard Inc., which charge less to
process payments. AmEx's all-or-nothing proposition is illegal,
the government claims in a lawsuit joined by 17 states.

The case is U.S. v. American Express Co. (AXP), 1:10-cv-04496,
U.S. District Court, Eastern District of New York (Brooklyn).


* BlackRock, Pimco Sue Banks for Mortgage-Bond Trustee Role
-----------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that
BlackRock Inc., the world's biggest money manager, and Pacific
Investment Management Co. are among investors that sued banks
including Citigroup Inc. and Deutsche Bank AG over their roles as
mortgage-bond trustees, as investors continue to try to recover
losses from the financial crisis.

The banks knew the loans underlying trillions of dollars of
residential mortgage-backed securities were misrepresented and
failed to invoke their rights to force the sellers to buy them
back or act against servicers, causing billions of dollars in
losses, the report said, citing complaints filed on June 19 in New
York State Supreme Court in Manhattan.

The cases are Blackrock Allocation Target Shares: Series S
Portfolio v. U.S. Bank National Association, 651864/2014;
Blackrock Balanced Capital Portfolio (FI) v. Deutsche Bank
National Trust Co., 651865/2014; BlackRock Allocation Target
Shares: Series S Portfolio v. Bank of New York Mellon,
651866/2014; BlackRock Allocation Target Shares: Series S
Portfolio v. Wells Fargo Bank N.A., 651867/2014; BlackRock
Balanced Capital Portfolio (FI) v. Citibank N.A., 651868/2014; and
BlackRock Core Active Libor Fund B v. HSBC Bank USA, 651869/2014,
New York State Supreme Court, New York County (Manhattan).


* Bruce Feinstein Evaluates Importance of Ch.11 for Small Business
------------------------------------------------------------------
Bankruptcy is a way for individuals to drastically reduce and pay
off their debts.  But it is also a form of financial relief for
businesses.  Bruce Feinstein, Esq. has practiced bankruptcy law
and represented clients in Queens, NY for over 15 years, and he is
honing in on small- and mid-sized businesses to offer help and
financial relief.  Many troubled businesses are looking to Chapter
11 plans to help them, such as the famous Crumbs Bake Shop, Inc.,
according to a July 11, 2014 article by the Wall Street Journal.
Mr. Feinstein is sharing information about the Chapter 11
reorganization plan so that business owners can learn more about
the process and the ways they can get the assistance they need.
Chapter 11 is a form of reorganization primarily utilized by
businesses.  It is also commonly called corporate bankruptcy or
reorganization bankruptcy.  This plan helps corporations and
individuals restructure their finances in a beneficial way.  One
benefit to Chapter 11 bankruptcy is that it does not have a debt
limit like a Chapter 13 plan.  So if a business is facing
insurmountable debt, it may be able to file for protection under
Chapter 11.

Another benefit to Chapter 11 is that an automatic stay is set in
place the moment the bankruptcy process begins.  This means that
the business is protected from creditors attempting to collect
money, as well as litigation, for as long as the automatic stay is
imposed.  The automatic stay is a great form of protection for a
businesses, since it allows the owner to focus on the bankruptcy
process and not get bogged own with creditor calls and other legal
action, says Mr. Feinstein.

During the Chapter 11 process, the debtor can operate as a debtor
in possession, which means that they act as a trustee of the
business and remain in control of its everyday operations.  The
debtor can work towards making the business profitable again while
undergoing financial reorganization and paying off the debt.
Reorganization may include taking on loans from new lenders or
canceling unfavorable contracts, and the entire process can take
anywhere from a few months to several years depending on its
complexity.

One of the most important elements of the Chapter 11 filing is the
reorganization plan.  When a business first files for bankruptcy,
it often operates as a debtor in possession until the plan is
created and presented to the court.  The plan then needs to be
reviewed and approved before it can take effect.  It is important
to include the right information in a reorganization plan so that
your bankruptcy case can move smoothly, says Mr. Feinstein.

Properly identifying your debts and having concrete plans on how
to repay them is essential, and it helps the court decide which
debts are paid in full and which are partial repayments.

A Chapter 11 reorganization plan should identify and explain each
of the businesss debts, including how much and to whom it is owed.
The plan also needs to determine which debts will be repaid in
full, and which ones will be partially repaid.  The business must
explain how all of the debts will be paid ,which can include
future profits and selling assets.  Since the business is allowed
to function during the Chapter 11 bankruptcy process, the plan
explains how the business will operate while putting the
reorganization plan into place.

Once the plan is submitted to the court, the judge needs to
approve it, along with all the creditors that will receive partial
repayment of the debts they are owed.  These creditors are called
the impaired class of creditors.  There are some exceptions to
these rules depending on the Chapter 11 case, so it is often best
to work with an experienced bankruptcy attorney in Queens, NY to
create and submit the best reorganization plan.

Mr. Feinstein also points out that creditors and debtors who
violate the reorganization plan are subject to repercussions.
Once in effect, the plan is legally binding, which is beneficial
for the business and protects them from creditors, he says.

Chapter 11 bankruptcy reorganization plans are an effective way
for businesses to pay off their debts in a manageable way.  It
helps reduce debt payments if needed, and helps businesses keep
running while they work towards getting out of debt.  A bankruptcy
lawyer in New York can help draft reorganization plans and make
sure they are implemented properly.

The Law Offices of Bruce Feinstein, Esq. has nearly two decades of
experience in bankruptcy law, helping clients and families resolve
their issues and move forward with their lives.


* Lawmakers Seek to Amend Bankruptcy Rules for Big Bank Collapses
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
several Republican lawmakers want to amend bankruptcy laws to deal
with the next big bank failure while avoiding the financial-market
seizures that occurred when Lehman Brothers filed for Chapter 11
in 2008.  According to the report, at a congressional hearing on
Tuesday, Rep. Spencer Bachus (R., Ala.) said that the Financial
Institution Bankruptcy Act is meant to address "bailout fatigue on
the part of the American taxpayer."

The Financial Institution Bankruptcy Act, which has yet to be
introduced, wouldn't ban federal bailouts for banks; instead, it
would give bankruptcy judges the power to privately transfer a
struggling bank's assets to a new, more stable owner in less than
48 hours, the Journal related.  A draft of the proposal shows that
the transfer process would have hourly deadlines, the Journal
said.  If a bank's parent company filed for bankruptcy protection,
the bank's operating assets could be transferred to a new owner
within 48 hours, the Journal added.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/al9gqP

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                             *********

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 ***