TCR_Public/140901.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 1, 2014, Vol. 18, No. 243

                            Headlines

21ST CENTURY ONCOLOGY: Doubts 'Going Concern' Status
AGFEED USA: Former CFO, Security Holder Object to Plan
AGFEED USA: Reasons Out Purchase Price Has Limited Adjustment
AMERICAN AIRLINES: Settles Dispute with Orbitz
AMERICAN AIRLINES: "Mehraz" Discrimination Suit Dismissed

AMERICAN APPAREL: Lion/Hollywood Reports 12% Equity Stake
AMERICAN AXLE: Fitch Raises 'BB-' Issuer Default Rating
AMSTERDAM HOUSE: Can Employ KCC as Claims & Noticing Agent
AS SEEN ON TV: Amends Employment Agreement With COO & President
AUTOMATED BUSINESS: Sept. 17 Hearing on Adequacy of Plan Outline

AUXILIUM PHARMACEUTICALS: To Present CCH Data at ASSH Meeting
BAPTIST HOME: Gets OK to Enter into Finance Deal with US Premium
BAPTIST HOME: Requests Approval of $756,250 Break-Up Fee
BAY AREA FINANCIAL: Hires Gary Cuoco as Property Agent
BERNARD L. MADOFF: Trustee Wants to Replead Complaints

BROWNSVILLE MD: WF Stay Termination Extended Until Sept. 27
BUCCANEER ENERGY: Committee Balks at Carve out Terms of Cash Use
BUCCANEER ENERGY: Committee Balks at Meridian-Led Sale
BUFFET PARTNERS: San151 and Rupe Reach Deals on Assumption
C-MOTECH CO: Court Overrules Franklin's Objection to Case Venue

C&K MARKET: Authorized to Sell Sentry Arms Apartments for $780K
CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 3% Off
CAESARS ENTERTAINMENT: Bank Debt Due March 2021 Trades at 4% Off
CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Rating
CAPITAL AUTOMOTIVE: S&P Affirms 'B+' CCR Over Planned Sale

CARBIDE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CAVU/ROCK PROPERTIES: Gold Star's Lien Not Valid, Court Says
CENTRAL OKLAHOMA: US Trustee Wants More Info on Proposed Counsel
CENTRAL OKLAHOMA: Files List of 20 Largest Unsecured Creditors
CENTRAL OKLAHOMA: Files Schedules of Assets and Liabilities

CLAIRE'S STORES: Incurs $20 Million Net Loss in Second Quarter
CLEAREDGE POWER: U.S. Trustee Appoints Creditors' Committee
CLOUDEEVA INC: Meeting of Creditors Set for Thursday
CLUB AT SHENANDOAH: Gets Approval to Sell Assets to Kort & Scott
CLOUDEEVA INC: BAPL Balks at Factoring Agreement with Prestige

CLOUDEEVA INC: Bartronics Asia Wants Chapter 11 Trustee
COLDWATER CREEK: Has Until Nov. 10 to File Plan
COLOR STARGROWERS: Regions Bank Withdraws Bid for Stay Relief
COPYTELE INC: To Change Company Name to ITUS Corporation
CROWN POLYMERS: Case Summary & 20 Largest Unsecured Creditors

CRUMBS BAKE SHOP: Can Employ Prime Clerk as Claims Agent
CTI BIOPHARMA: Had $5MM Estimated Net Fin'l Standing at July 31
CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR
DAYBREAK OIL: Borrows Additional $2.2 Million From Maximilian
DETROIT, MI: Judge Threatens Kirkland, Syncora with Sanctions

DOTS LLC: Court Vacates Order Approving Togut Segal
ENERGY FUTURE: Fee Committee Hires Godfrey & Kahn as Counsel
EP MINERALS: Amended Debt No Impact on Moody's 'B3' CFR
EVENT RENTALS: Ch. 11 Liquidation Plan Confirmed
FCC HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 5

FCC HOLDINGS: Proposes KCC as Claims and Notice Agent
FCC HOLDINGS: Gives Up Maricopa County Property to Receiver
FCC HOLDINGS: To Credit Excess Funds to Students' Accounts
FIAT CHRYSLER: Path Cleared for Merger, To List in NYSE
FLEXI-VAN LEASING: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR

FOCUS LEARNING: Fitch Affirms 'BB+' Rating on $9.39MM Rev. Bonds
FOUR OAKS FINCORP: Amended Articles of Incorporation Filed
FRITZ SCHIFFAHRTSGES: Administrator Files Ch.15 to Retake Vessel
FRITZ SCHIFFAHRTSGES: Chapter 15 Case Summary
FUEL PERFORMANCE: Raised $1 Million From Securities Offering

GEOMET INC: Names Michael McGovern President and CEO
GLENDALE ENERGY: Case Summary & 7 Largest Unsecured Creditors
GLOBALSTAR INC: Promotes Rebecca Clary to VP and CFO
GRATON ECONOMIC: Moody's Hikes Corporate Family Rating to 'B2'
GREAT PLAINS: RBS Citizens Reports Default in Settlement Agreement

GRIDWAY ENERGY: Plan Filing Exclusivity Extended to Oct. 7
HANGER INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
HDOS ENTERPRISES: Sale Okayed; Plan Hearing Set for Oct. 3
HOCHHEIM PRAIRIE: S&P Lowers ICR to 'B+'; Outlook Negative
HOLY HILL: Chapter 11 Trustee Hires Arent Fox as General Counsel

HOLY HILL: Chapter 11 Trustee Taps Wilshire Partners as Accountant
INDUSTRIAL ENTERPRISES: Discovery Stayed in Suit v. Computershare
INTELLIPHARMACEUTICS INT'L: Augments Rexista Oxycodone Program
J. R. BALL CONTRACTING: Case Summary & 20 Top Unsecured Creditors
JACKSONVILLE BANCORP: Appoints Hugh Greene as Director

JACOBSEN RUGS: Case Summary & 18 Largest Unsecured Creditors
KONSTANTIN KUPFER: Sec. 502(b)(6) Cap Doesn't Apply to Atty Fees
LAKELAND INDUSTRIES: Multiplica to Help Unit Secure Financing
LEAR CORP: Everett Smith Deal No Impact on Moody's 'Ba2' CFR
LIQUIDMETAL TECHNOLOGIES: Registers to Sell 75 Million Shares

LOUDOUN HEIGHTS: Opposes Bid to Revisit M&T Settlement Ruling
M P HOLDINGS: Voluntary Chapter 11 Case Summary
MAHALO ENERGY: Court Rejects Bid for Sanctions Against Trustee
MARTIN PEMSTEIN: District Court Appeal Tossed
MAXIM CRANE: Moody's Corrects Aug. 25 Ratings Release

METRORIVERSIDE LLC: Macdonald Fernandez Approved as Counsel
MF GLOBAL: District Court Reinstates "Thielman" Class Action
MINERAL PARK: Arizona Mine Operator in Chapter 11 to Sell Biz
MINERAL PARK: Cash Collateral to Fund Mining Operations
MINERAL PARK: Taps Prime Clerk as Claims & Noticing Agent

MINERAL PARK: To Pay $2-Mil. for Critical Vendor Claims
MINERAL PARK: Meeting to Form Creditors' Panel Set for Sept. 9
MINERAL PARK: Section 341(a) Meeting Scheduled for Sept. 23
MOHEGAN TRIBAL: Moody's Affirms B3 CFR & Changes Outlook to Neg.
MOMENTIVE PERFORMANCE: Confirmation Hearing to Resume Sept. 9

MUSCLEPHARM CORP: Five Directors Elected to Board
NATROL INC: Wants to Hire BDO USA as Auditor
NAVISTAR INTERNATIONAL: To Webcast Q3 Results on Sept. 3
NEW BERN RIVERFRONT: Weaver Claim Against WSI Tossed
NEWLEAD HOLDINGS: Morris Bawabeh Reports 3% Equity Stake

PACIFIC THOMAS: Gets Approval to Sell Facility to Comcore
PACKAGING DYNAMICS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
PALM BEACH COMMUNITY: Pierce-Led Auction for Palm Beach Asset Set
PETTERS COMPANY: Trustee Gets Approval of Agreement With Zink
PGT INC: Moody's Assigns B2 CFR & Rates $200MM Sr. Sec. Debt B2

PHOENIX PAYMENT: U.S. Trustee Appoints Creditors' Committee
PHOENIX PAYMENT: U.S. Trustee to Hold Creditors' Meeting Sept. 4
PLATINUM PROPERTIES: Hearing Wednesday on Liquidating Plan
PLUG POWER: ALIAD Reports 3.3% Equity Stake
PRO'S RANCH: Renamed to Los Altos Ranch Market by New Owner

QUICKSILVER RESOURCES: Provides Update on West Texas Operations
REVEL AC: Wins Nod to Hire Fox Rothschild as Legal Counsel
REVEL AC: Has Interim OK to Tap $25-Mil. in DIP Loans
ROGERS BANCSHARES: To Revise Releases Under Liquidating Plan
S.B. RESTAURANT: Gets Final Approval to Borrow $3.3 Million

SAMUEL MARTINEZ: Court Won't Revisit Ruling Against Scotiabank
SEAFIELD RESOURCES: RMB to Enforce Security Under BIA
SEARS METHODIST: Gets Approval to Maintain Insurance Policies
SEARS METHODIST: U.S. Trustee to Appoint Patient Care Ombudsman
SEARS METHODIST: SCRC Has Until Dec. 31 to Use Cash Collateral

SEARS METHODIST: STMRC Gets Approval to Use UMB's Cash Collateral
SEAWORLD PARKS: Bank Debt Trades at 2% Off
SHELBOURNE NORTH WATER: Perkins+Will Drops Bid to Dismiss Case
SHOTWELL LANDFILL: Capital Properties Resigns from Committee
SPARRER SAUSAGE: Jason's Foods Must Return $240,000 to Estate

SPECIALTY HOSPITAL: Amends List of Largest Unsecured Creditors
SPECIALTY HOSPITAL: Files Schedules of Assets and Liabilities
SPECIALTY HOSPITAL: Give Requested Info to Trustee, Court Ruled
SPECIALTY HOSPITAL: Has Filed Revised Asset Purchase Agreement
SPEEDEMISSIONS INC: IBC Funds No Longer a Shareholder

SPENDSMART NETWORKS: Director Michael McCoy Quits
SPRITZ INC: Voluntary Chapter 11 Case Summary
SOUND SHORE: Hires GCG Inc as Administrative Agent
TRIGEANT HOLDINGS: Section 341(a) Meeting Set on Oct. 2
TULARE LOCAL: Fitch Affirms 'B' Rating on $15MM Series 2007 Bonds

UNITED RENTALS: Moody's Raises Corporate Family Rating to 'Ba3'
UNIVERSAL HEALTH CARE: Trustee Okayed to Tap Ver Ploeg as Counsel
UNIVERSAL HEALTH CARE: Drops Bid to Appoint Abernathy as Director
VAIL LAKE: Creditors Get Properties for $8.8MM Cash + Credit Bid
VAIL LAKE: Gets Court Approval to Hire Lavine as Accountant

VAUGHAN CO: Bid to Set Aside Magistrate Judge's Ruling Denied
VARIANT HOLDING: Files Bare-Bones Chapter 11 Petition
VARIANT HOLDING: Case Summary & 20 Largest Unsecured Creditors
VCA INC: S&P Withdraws 'BB' Corporate Credit Rating
WALLDESIGN INC: Court Confirms Chapter 11 Liquidation Plan

WALLDESIGN INC: Committee Gets Approval to Settle Avoidance Claims
XZERES CORP: Appoints David Hofflich as Chief Executive Officer
XZERES CORP: Paul DeBruce Holds 33.2% Equity Stake
XZERES CORP: James Duffy No Longer a Shareholder
XZERES CORP: Ravago Holdings Has 10% Equity Stake

ZHEJIANG TOPOINT: U.S. Court Recognizes Chinese Proceedings
ZHEJIANG TOPOINT: U.S. Court OKs Joint Administration of Cases

* Top Bitcoin Proponent to Plead Guilty to Federal Charge
* FASB Issues Guidance to Improve Going Concern Reporting

* BOND PRICING: For The Week From August 25 to 29, 2014


                             *********


21ST CENTURY ONCOLOGY: Doubts 'Going Concern' Status
----------------------------------------------------
21st Century Oncology Holdings, Inc., disclosed in a Form 10-Q
filed with the U.S. Securities and Exchange Commission that
there is substantial doubt about its ability to continue as a
going concern.  According to the Company, it needs to obtain
additional capital, restructure its indebtedness, and, ultimately,
achieve profitable operations in order to continue its operations.

The Company reported net losses of $78.2 million in 2013, $151.1
million in 2012 and $349.9 million in 2011.  These continuing
losses, coupled with recent costs and expenses associated with the
Company's attempted initial public offering and recapitalization
efforts, have worsened its liquidity position, the Company
maintained.

The Company projects that it will not be able to make its interest
payments on its $380.1 million Senior Subordinated Notes in
October 2014, which will cause a potential default on its other
indebtedness.

21st Century also warned that the perception that it may not be
able to continue as a going concern may cause others to choose not
to deal with the Company due to concerns about its ability to meet
its contractual obligations and may adversely affect its ability
to raise additional capital.

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

                        http://is.gd/k5lncn

                        About 21st Century

21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.

The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $1.38 billion in total liabilities, $46.65
million in noncontrolling interests-redeemable, and a $325.04
million total deficit.

                            *   *    *

As reported by the TCR on Aug. 14, 2014, Moody's Investors Service
downgraded 21st Century Oncology, Inc.'s Corporate Family Rating
to Caa2 from B3 and Probability of Default Rating to Caa2-PD from
B3-PD.  The rating action follows the company's July 29, 2014
announcement that it has entered into a Recapitalization Support
Agreement with Vestar Capital Partners and a group of holders of
its outstanding subordinated notes, under which the company
expects to obtain additional liquidity through an equity
contribution or subordinated debt of at least $150 million on or
before October 1, 2014.

In the Aug. 4, 2014, edition of the TCR, Standard & Poor's Ratings
Services lowered all of its ratings on 21st Century Oncology
Holdings Inc., including the corporate credit rating to 'CCC+'.

"We lowered our ratings because of increased risk that the company
could exchange its $380 million subordinated notes for equity,"
said credit analyst Tulip Lim.


AGFEED USA: Former CFO, Security Holder Object to Plan
------------------------------------------------------
James Regnante, which claims to be a defrauded security holder,
objected to AgFeed USA LLC's motion for authorization to reduce
defrauded creditor claims to $1.  According to Mr. Regnante, the
submitted blacklined liquidation plan is incomprehensible and
plain junk.

In addition, Edward J. Pazdro, the former chief financial officer
and chief accounting officer of debtor Agfeed Industries, Inc.,
objected to the adequacy of information in the Disclosure
Statement explaining that the Debtors' Second Amended Plan of
Liquidation.  Mr. Pazdro expressed grave concerns with the
omission of key information from the Disclosure Statement and with
the Debtors' contemplated plan confirmation process in general.

                          The Plan

As reported in the Troubled Company Reporter on Aug. 6, 2014,
AgFeed USA LLC said in court papers that the Debtors are
continuing negotiations with other constituencies in an effort to
reach a fully consensual Chapter 11 plan.

AgFeed also disclosed that the Debtors and other parties have
reached an agreement in principle to resolve class action-related
claims, and that the Debtors intend to file a second amended plan
incorporating that settlement.

AgFeed filed a First Amended Chapter 11 plan of liquidation on
May 9, 2014, which incorporated a settlement of outstanding issues
with the Equity Holders Committee.  The equity panel supports the
First Amended Plan.

The Debtors are named as defendants in the class action titled
Blitz v. AgFeed Industries Inc. et al., Case No. 3-11-cv-0992.  In
February 2014, parties to that lawsuit as well as the Creditors
and Equity Committees appointed in the Debtors' cases and the
Securities and Exchange Commission appeared before Judge William
Cahill (Ret.) to mediate various issues.  Although that mediation
did not result in an immediate resolution of all outstanding
issues, it paved the way for the settlement between the Debtros
and the equity panel.

According to the Debtors, although they believe "they are in
striking distance of reaching their goal, over the course of
several months, the process has not moved as quickly as the
Debtors hoped."

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.

On Dec. 18, 2013, the Debtors filed their initial plan and
disclosure statement.  On May 9, 2014, they filed a First Amended
Chapter 11 Plan of Liquidation and corresponding disclosure
statement.  The First Amended Plan has the support of the Official
Committee of Equity Security Holders.

The liquidation plan, which is supported by the Official Committee
of Equity Security Holders, provides for substantive consolidation
of the Consolidated AgFeed USA Debtors and the liquidation of the
Debtors' remaining assets as majority of their assets have already
been sold.  The Plan further provides that the U.S. Securities and
Exchange Commission will have an allowed claim in the amount of
$18 million.  Plaintiffs in a class action pending against the
Debtors will receive an allowed claim in the amount of $7 million,
while counsel to the class plaintiffs will be entitled to payment
of legal fees and expenses in an amount up to $2.1 million, plus
expenses up to $115,000, payable from the Allowed Class
Plaintiffs' Claim.

A full-text copy of the Disclosure Statement dated July 22, 2014,
is available at http://bankrupt.com/misc/AGFEEDUSADS0722.PDF

                      About AgFeed Industries

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

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

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

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

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

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

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


AGFEED USA: Reasons Out Purchase Price Has Limited Adjustment
-------------------------------------------------------------
AgFeed USA, LLC, et al., filed a preliminary response to the
objection of purchaser Good Charm International Development, Ltd.
and Ningbo Tech-Bank Co., Ltd. (NTB) to the motion for entry of an
order directing escrow agent U.S. Bank National Association to
release the escrowed funds which represents the unpaid closing
payment to the Debtors.

The Debtors stated that the response was solely to address the
time frame for any discovery schedule.  The Debtors reserve their
rights to both supplement the response to address the many
inaccuracies and misleading statements made in the objection, and
file a reply in further support of the motion.

The Debtors also stated that the purchase price was a negotiated
amount that, due to the length of time before the anticipated date
of closing, the parties agreed to limited adjustment on account of
any changes in cash, livestock and net working capital.

The purchaser and NTB noted that the Debtor's request for
immediate turnover of the escrowed funds must be denied for these
principal reasons:

   -- AgFeed's history of accounting irregularities and
unreconciled entries, right through the bankruptcy case, indicates
that AgFeed's book entries alone carry little persuasive value
compared to the detailed line-item verifications performed by NTB
in determining the Closing Net Working Capital Amount.

   -- The hard disk provided by AgFeed that purportedly contains
the consolidating entries upon which AgFeed relies is entirely
inaccessible and AgFeed has refused to make the now-mothballed
server containing the original data available for examination by
NTB.
   -- AgFeed's purported adjusting intercompany entries are mere
methods for arriving at the same desired result (i.e., the true
Closing Net Working Capital figure), not accounting principles
mandated by the SPA.

   -- Regardless, NTB is entitled to setoff against any amounts
due the $263,973 that AgFeed improperly drained on the Closing
Date from the bank accounts of six former AgFeed China
subsidiaries to pay the unauthorized fees of Seller's advisors,
BDA and Ernst & Young.

   -- Finally, the Motion's attempt to end-run the dispute
resolution procedures of the SPA hijacks, instead of ?fast-
tracks," the effort to fairly resolve this dispute.

As reported in the Troubled Company Reporter on July 16, 2014 the
Debtors said that on Nov. 26, 2013, the Court authorized the sale
of stock of AgFeed Industries to Good Charm International
Development, Ltd., as purchaser, Ningbo Tech-Bank Co., Ltd., as
parent dated Sept. 13, 2013.  Pursuant to the stock purchase
agreement, the purchaser agreed to buy 100% of the stock in AgFeed
Industries, Inc. (British Virgin Islands).  At closing, the
purchaser was to pay AgFeed Industries the base purchase price,
minus the cash deposit, minus the estimated adjustment as
determined by AgFeed Industries.  Closing of the SPA occurred on
Dec. 6, 2013.

According to the Debtor, one component of the estimated adjustment
was AgFeed Industries' Estimated New Working Capital Amount of the
Company Group as of Nov. 30, 2013.  In accordance with the
methodology prescribed by SPA, AgFeed Industries prepared a
calculation of the estimated adjustment and submitted the
calculation to the purchaser and NTB.  AgFeed was entitled to
additional consideration of $558,431.

At the closing and despite the provisions of the SPA requiring
payment of the estimated adjustment, NTB and the purchaser
indicated that had not sufficient time to analyze the calculation
of the estimated adjustment, and accordingly, were, unwilling to
pay the amount until the time as they were able to verify the
estimated amount.  Despite efforts to resolve the matter, the
parties have been unable to reach a final resolution.  Pursuant to
the escrow agreement, the escrowed funds can only be released upon
a written instruction from the parties or upon Court order.

                      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.

Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.


AMERICAN AIRLINES: Settles Dispute with Orbitz
----------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines and Orbitz Worldwide Inc. have resolved their
disputes, following American's withdrawal of its flights consumer
websites powered by Orbitz.  According to the Journal, American
entered into a letter of intent with Orbitz on Aug. 29 and that it
is working with the online travel company toward final agreement
based on that letter.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN AIRLINES: "Mehraz" Discrimination Suit Dismissed
---------------------------------------------------------
District Judge T. S. Ellis, III, adopts a Report and
Recommendation of the U.S. Magistrate Judge recommending the
dismissal of the employment discrimination action filed pro se by
Abdolali Mehraz against his former employer, American Airlines,

Judge Ellis said, "the Magistrate Judge's Report and
Recommendation is adopted only insofar as it recommends that
plaintiffs complaint be dismissed for failure to prosecute.  It is
further ordered that plaintiff's complaint is dismissed without
prejudice for failure to prosecute, specifically based on
plaintiff's failure to keep the Court informed of his current
address."

Should plaintiff wish to appeal the Order, he must do so by filing
a written notice of appeal within 30 days, pursuant to Rules 3 and
4, Fed. R. App. P., Judge Ellis said.

The case is, ABDOLALI MEHRAZ, Plaintiff, v. AMERICAN AIRLINES,
Defendant, CIVIL ACTION NO. 1:11CV1225 (E.D. Va.). A copy of the
Court's August 14, 2014 Order is available at http://is.gd/yEwG2K
from Leagle.com.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN APPAREL: Lion/Hollywood Reports 12% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lion/Hollywood L.L.C. and its affiliates
disclosed that as of Aug. 26, 2014, they may be deemed to
beneficially own 24,511,022.66 shares of common stock of American
Apparel, Inc., which are subject to issuance upon exercise of
warrants.  The shares represent 12.3 percent of the shares based
on an aggregate of 198,672,788 shares of Common Stock outstanding
(after giving effect to the issuance of the full 24,511,022.66
shares of Common Stock issuable upon exercise of the Lion
Warrants) as of Aug. 1, 2014, which figure is based on information
set forth in the American Apparel's quarterly report on Form 10-Q
for the quarterly period ended June 30, 2014, and filed on
Aug. 18, 2014.

On Aug. 26, 2014, Lion/Hollywood designated Robert Mintz to be a
director of the Company pursuant to its rights under the
Investment Agreement, as amended to date.

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

                         http://is.gd/dgvMY6

                       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.

The Company's balance sheet at June 30, 2014, showed $314.36
million in total assets, $381.96 million in total liabilities and
a $67.60 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 TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2.  The clothing retailer's probability of default was also
lowered one level and the outlook is negative.


AMERICAN AXLE: Fitch Raises 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of
American Axle & Manufacturing Holdings, Inc. (AXL) and its
American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from
'B+'. Fitch has also upgraded AAM's senior unsecured notes rating
to 'BB-' from 'B/RR5'.  Fitch has affirmed the ratings for AAM's
secured revolving credit facility and secured term loan A at
'BB+'. A full list of the rating actions taken on AXL and AAM
follows at the end of this release.  AAM's ratings apply to a
$523.5 million secured revolving credit facility, a $146.3 million
term loan A and $1.35 billion of senior unsecured notes.  The
Rating Outlook for both AXL and AAM is Stable.

Key Rating Drivers

The upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.  AXL continues to
benefit from strong pickup truck and sport-utility vehicle (SUV)
production at its largest customer, General Motors Company (GM),
while it also continues to diversify its overall book of business.
Sales of the company's EcoTrac disconnecting all-wheel drive (AWD)
system, offered initially on Chrysler Group LLC's (Chrysler) Jeep
Cherokee, have been strong, and the system's roll-out on
Chrysler's 2015 model year 200 sedan will support sales further.
AXL's margins have risen back toward their historically strong
levels, among the strongest in the U.S. auto supply industry,
although margins are likely to decline somewhat over time as its
business becomes more diversified.  Consistent with Fitch's
expectations, the company has improved its profitability and
strengthened credit profile following weakness caused by launch
issues with two product programs a couple of years ago. In the
time since then, the company has launched a number of new programs
without any notable production issues.

Looking ahead, Fitch continues to expect AXL's business to become
further diversified, which will lessen the company's outsized
reliance on GM's U.S. light truck production. Passenger car,
crossover, and commercial vehicle programs will comprise an
increasing proportion of the company's revenue, while a growing
list of global customers will reduce the concentration of the
company's customer base. AXL's backlog of new business launching
between 2014 and 2016 currently stands at $900 million, 65% of
which is for passenger car and crossover programs and 34% is for
programs outside North America. By mid-decade, AXL expects about
half of its revenue base to come from non-GM programs (including
Chinese joint venture sales). It is notable, however, that the
company's exposure to the continued weak European market remains
small, with only about 4% of its 2013 revenue generated in the
region.

Fitch's concerns include the continued concentration of AXL's
revenue base, despite the increased diversification; the potential
for operational issues to arise with the substantial amount of
launch activity expected over the intermediate term, much of it
with new customers; and the sensitivity of the company's credit
metrics to changes in its operating performance. Although Fitch
expects AXL to continue diversifying its book of business, GM is
likely to remain the company's largest customer by a wide margin
for a number of years. In addition, AXL is likely to remain
heavily exposed to any production volume changes in GM's light
truck program. A decline in demand for GM vehicles, especially its
light trucks, would have a significant impact on AXL's financial
performance. At the same time, new product launch activity,
especially with new customers, increases the risk of potential
startup issues. Although AXL smoothly launched a number of
programs over the past year, launch issues in late 2012 and early
2013 had a material effect on the company's credit profile. Fitch
also notes that AXL's credit protection metrics are quite
sensitive to fluctuations in the company's operating performance,
and a steep decline in production or potential launch issues could
lead to a rapid deterioration in its overall credit profile.

Free cash flow (FCF) (calculated as net cash from operations less
gross capital expenditures) in the 12 months ended June 30, 2014,
was $38 million. Although this equated to a FCF margin of only
1.1%, the company was able to produce positive FCF in three of the
last four quarters. This was a substantial turnaround from the 12
month period ended June 30, 2013, when the company's FCF was
($403) million, pressured by a number of non-recurring items,
including $225 million of pension contributions. Capital spending
of $234 million in the 12 months ended June 30, 2014 was
relatively high, equal to 6.8% of revenue, as the company made
additional investments to support GM's light truck program. After
2014, Fitch expects the company's capital expenditures to fall
back to a more typical level of about 4.5% of annual revenue.
Fitch expects AXL to produce FCF of at least $50 million in 2014,
and beyond 2014, FCF could increase by $100 million or more on a
normalization of capital spending, further operating cost
performance and continued working capital management.

AXL's overall liquidity remains adequate to meet the company's
cash needs. Cash and cash equivalents at June 30, 2014, totaled
$129 million, $50 million higher than at June 30, 2013, and AAM
had $502 million available on its $523.5 million secured revolver.
In September 2013, AAM amended its secured credit facility, which
included upsizing its revolver to the current level from $365
million. The company has no meaningful debt maturities due until
2018 when AAM's secured Term Loan A comes due. AAM's Term Loan A,
which had $146 million outstanding at June 30, 2014, was entered
into as part of the 2013 credit facility amendment. Overall, Fitch
expects AXL's cash and revolver availability to remain more than
sufficient to cover the company's liquidity needs over the
intermediate term.

AXL's leverage (debt/Fitch-calculated EBITDA) declined during the
12 months ended June 30, 2014, to 3.2x from 4.8x in the year-
earlier period as EBITDA increased and debt remained roughly flat.
Overall, Fitch-calculated EBITDA rose to $487 million in the 12
months ended June 30, 2014 from $323 million in the year-earlier
period, while debt was about $1.5 billion at the end of both
periods. Fitch expects leverage to continue trending downward over
the intermediate term as the company looks for opportunities to
reduce debt and as EBITDA grows on higher business levels. Fitch
expects leverage to remain in the low-3x range at year-end 2014
and potentially decline below 3x by the end of 2015.

Fitch no longer views the funded status of AXL's defined benefit
pension plans as a significant credit risk. At year-end 2013, the
plans were 94% funded on a projected benefit obligation (PBO)
basis, equating to only a $42 million net liability. A combination
of higher interest rates and the substantial contribution made to
the plans in 2012 contributed to the improvement in the plans'
funded status over the past several years. By way of comparison,
at year-end 2011, AXL's pension plans were only 62% funded with a
$275 million net liability. As a result of the plans' funded
status, Fitch does not expect AXL to have any required
contributions to the U.S. plans over the intermediate term.

Consistent with its 'Recovery Ratings and Notching Criteria for
Non-Financial Corporate Issuers', Fitch has affirmed AAM's secured
revolving credit facility and secured Term Loan A ratings at
'BB+'. The recovery rating of 'RR1' has been withdrawn, as Fitch
does not assign recovery ratings to issuers with IDRs of 'BB-' or
higher. Concurrently, Fitch has upgraded AAM's senior unsecured
notes rating by two notches to 'BB-' from 'B/RR5'. At the 'BB-'
IDR level, secured issue ratings are typically one to two notches
above the IDR, while unsecured ratings are typically rated at the
same level as the IDR. The rating of 'BB+' on AAM's secured
revolver and Term Loan A reflects their collateral coverage, which
includes virtually all the assets of AXL and AAM. The two-notch
upgrade of AAM's senior unsecured notes incorporates Fitch's
expectation that the company's improved financial performance
would lead to average recoveries in a distressed scenario.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Continued progress on diversifying the company's revenue base.

-- Sustained positive FCF.

-- A decline in EBITDA leverage to below 3x for a sustained
    period.

-- Sustained EBITDA margins of 12% or higher.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Significant production inefficiencies and associated cash burn
    tied to the start-up of new programs.

-- A rise in EBITDA leverage to above 3.5x for a sustained
    period.

-- A sustained decline in the EBITDA margin to below 10%.

-- Sustained negative FCF.

-- An unexpected prolonged disruption in the production of GM's
    full-size pickups and SUVs.

Fitch has taken the following rating actions with a Stable
Outlook:

AXL

-- Issuer Default Rating (IDR) upgraded to 'BB-' from 'B+'.

AAM

-- IDR upgraded to 'BB-' from 'B+';
-- Secured revolving credit facility rating affirmed at 'BB+';
-- Secured Term Loan A rating affirmed at 'BB+';
-- Senior unsecured notes rating upgraded to 'BB-' from 'B/RR5'.


AMSTERDAM HOUSE: Can Employ KCC as Claims & Noticing Agent
----------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York authorized Amsterdam House Continuing Care
Retirement Community, Inc., to employ Kurtzman Carson Consultants,
LLC, as noticing and claims agent for the Debtor.  Prior to the
Petition Date, the Debtors provided KCC with a retainer in the
amount of $5,000.

                       About Amsterdam House

Amsterdam House Continuing Care Retirement Community, Inc., owns
and operates Harborside, an upscale retirement community is
situated on 8.9 acres in Port Washington, New York.  Harborside
-- http://www.theamsterdamatharborside.com/-- is Nassau County's
first and only CCRC licensed under Article 46 of the New York
Public Health Law.  CCRCs provide senior citizens with a full
range of living accommodations and healthcare services during
their retirement years.  Harborside currently offers 329 units of
varying sizes for independent, enriched, and skilled nursing care.

Amsterdam House filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 14-73348) on July 22, 2014, in Central Islip,
New York, to implement a prenegotiated bankruptcy-exit plan.

The case is assigned to Judge Alan S Trust.

Ingrid Bagby, Esq., at Cadwalader Wickersham & Taft LLP, serves as
the Debtor's counsel.  Grant Thornton LLP serves as financial
advisors, Herbert J. Sims & Co., Inc., serves as investment
bankers, and Kurtzman Carson Consultants LLC acts as claim and
noticing agent.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.

Judge Alan S. Trust extended until Aug. 26, 2014 the Debtor's
deadline to file its schedules of assets and liabilities.

The Sec. 341(a) meeting of creditors was scheduled for Aug. 29.


AS SEEN ON TV: Amends Employment Agreement With COO & President
---------------------------------------------------------------
As Seen On TV, Inc., had amended and restated its employment
agreement with Mark Ethier, chief operating officer, president,
and director, to remove the provision for issuance of options
within 30 days of the original effective date and provide that
upon board approval Mr. Ethier will be granted those number of
shares of restricted common stock of the Company equivalent to 4%
of outstanding shares of the Company, which equals 25,174,888
shares of common stock based on a grant date of Aug. 20, 2014.

The shares will vest in 25% increments each of the initial two
years following the initial effective date of the agreement and
the final 50% vesting three years following the initial effective
date of the agreement.  The employment agreement provides for
ordinary executive benefits and perquisites, and imposes standard
non-competition and non-solicitation covenants.  The employment
agreement also contain a provision which provides that for 360
days following any change in control, the termination or
resignation of the officer will be treated as a termination
without cause.  As such, the officer would be entitled to
severance compensation for the remaining compensation left for the
term of his employment agreement, and all unvested stock, stock
equivalents or stock options would immediately vest in full, free
of Company-imposed restrictions.

Effective July 1, 2014, the board of directors of As Seen On TV,
appointed Mr. Ethier as COO, President and director.  On the
Effective Date, the Company entered into a three year employment
agreement with Mr. Ethier.  The employment agreement provides for
a base salary in the amount of $180,000 per annum, although from
the July 1, 2014, through Oct. 1, 2014, the rate will be reduced
to $72,000.  Mr. Ethier will also be entitled to an annual bonus
as determined by the board of directors.

                        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

The Company stated in the Fiscal 2014 Annual Report, "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 --
Credit Parties -- and MIG7 Infusion, LLC, 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 Company added, "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."


AUTOMATED BUSINESS: Sept. 17 Hearing on Adequacy of Plan Outline
----------------------------------------------------------------
Bankruptcy Judge Wendell I. Lipp, according to an amended order
and notice of hearing, will convene a hearing on Sept. 17, 2014,
at 10:00 a.m. to consider adequacy of information in the
Disclosure Statement explaining Automated Business Power, Inc., et
al.'s First Amended Plan of Reorganization.

At the hearing, the Court will also consider the objections to the
approval of the Disclosure Statement including that of PNC Bank,
National Association, as administrative agent and lender.

According to PNC, the Disclosure Statement must be denied because
it lacks adequate information for creditors to make an informed
decision about the Debtors' plan.  Specifically, the Disclosure
Statement fails to adequately describe the performance of the
Debtors while in chapter 11 and provides an inadequate liquidation
analysis.  Furthermore, the Disclosure Statement describes a plan
that is unconfirmable on its face because there are no grounds to
provide a release to insiders of the Debtors and the Plan proposes
to make unfair payments to insiders.

                  About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AUXILIUM PHARMACEUTICALS: To Present CCH Data at ASSH Meeting
-------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., said that data from trials
evaluating the use of collagenase clostridium histolyticum (CCH)
for treating two Dupuytren's contracture (DC) cords concurrently
in adult patients with a palpable cord will be presented at the
upcoming 69th Annual Meeting of the American Society for Surgery
of the Hand (ASSH) being held in Boston on Sept. 18-20, 2014.
XIAFLEX(R) (CCH) is a biologic approved in the U.S., EU, Canada
and Australia for the treatment of adult DC patients with a
palpable cord.

DC is a progressive hand disease that can present with multiple
collagen "cords" that limit finger movement and hand function.  It
is estimated that 35 to 40 percent of annual surgical procedures
in the U.S. are performed to treat more than one DC cord at a
time[i].

The AUX-CC-867 MULTICORD (MULtiple Treatment Investigation of
Collagenase Optimizing the Resolution of Dupuytrens) study data
examining the effect of delayed finger extension on patients who
received two concurrent injections of CCH to treat two affected
joints in the same hand were selected for the meeting's Best Paper
Session.  Additional findings from the MULTICORD study featured in
meeting presentations include the safety and efficacy of CCH as a
treatment for two affected joints in the same hand concurrently
and an analysis of efficacy based upon baseline joint severity.
Additionally, a podcast has been selected for presentation that
describes an analysis of the MULTICORD study treating two affected
joints in the same hand concurrently using local anesthesia prior
to finger extension.  Finally, data will also be presented from
the AUX-CC-862 retreatment study examining the retreatment of
recurrent contractures in DC joints that were previously treated
with CCH.

"The data presented at this year's Annual ASSH Meeting help
support the efficacy and safety profile of CCH as a non-surgical
treatment option for treating two cords concurrently during one
office procedure, expanded flexibility with timing of the finger
extension procedure and the retreatment of recurrent joints in
those who were previously treated with CCH," said Adrian Adams,
chief executive officer and president of Auxilium Pharmaceuticals.

Data to be presented on CCH include:

   * Effect of Delayed Finger Extension on the Efficacy and Safety
     of Collagenase Clostridium Histolyticum Treatment for
     Dupuytren's Contracture (Clinical Paper 01, Selected for the
     Best Paper Session, Podium Presentation, Thursday, Sept. 18,
     2:00 p.m. ET)

   * Prospective Multicenter, Multinational Study to Evaluate the
     Safety and Efficacy of Concurrent Collagenase Clostridium
     Histolyticum Injections to Concurrently Treat Two Dupuytren's
     Contractures in the Same Hand (Clinical Paper 47, Podium
     Presentation, Friday, September 19, 2:00 p.m. ET)

   * Treatment of Recurrent Dupuytren's Contractures in Joints
     Previously Effectively Treated With Collagenase Clostridium
     Histolyticum: Final Results (Clinical Paper 48, Podium
     Presentation, Friday, Sept. 19, 2:00 p.m. ET)

   * Effect of Baseline Severity on the Safety and Efficacy of
     Concurrent Collagenase Clostridium Histolyticum Injections to
     Treat Two Dupuytren's Contractures (Clinical Paper 44, Podium
     Presentation, Friday, Sept. 19, 2:00 p.m. ET)

   * Use of Local Anesthesia During Finger Extension: Effects on
     Efficacy and Safety of Collagenase Clostridium Histolyticum
     for Concurrent Treatment of Two Dupuytren's Contractures
   ( Podcast 1384)

The U.S. Food and Drug Administration is reviewing the Company's
submission of a supplemental Biologics License Application (sBLA)
requesting approval of XIAFLEX for the treatment of two
Dupuytren's cords concurrently.  The PDUFA date for the sBLA is
Oct. 20, 2014.

                           About Auxilium

Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences.  With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.

Auxilium now has a broad portfolio of 12 approved products.  Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.

The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.

The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $935.82 million in total liabilities and $179.40
million in total stockholders' equity.

                           *     *     *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

In the Aug. 20, 2014, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC' corporate credit rating on
Auxilium Pharmaceuticals Inc. following the company's announcement
that it had obtained an amendment to its credit agreement
permitting the change of control associated with the company's
proposed merger with a Canadian biotechnology firm QLT Inc.  The
outlook is negative.


BAPTIST HOME: Gets OK to Enter into Finance Deal with US Premium
----------------------------------------------------------------
Bankruptcy Judge Eric L. Frank entered an order authorizing The
Baptist Home of Philadelphia, et al., to enter and perform under
the premium finance agreement with US Premium Finance.

The Debtors are also authorized to make the required cash down
payment and all installment payments as such installment payments
come due.

A summary of the provisions of the finance agreement includes,
among other things::

Annual Percentage Rate:        3.29%

Maturity:                      July 1, 2015

Liens:                         To secure all liabilities owed from
                               the Debtor to the Finance Company,
                               the Debtor assigns to the Finance
                               Company all of its right, title and
                               interest to the insurance policies
                               and all rights therein, including
                               all dividends, unearned premiums
                               and unearned commissions.

Borrowing Limits:              The Finance Agreement provides that
                               the Total Amount Financed will be
                               $557,757.

Fees:                          The finance agreement provides for
                               a finance charge of $6,903.

Under the terms of the finance agreement, which covers $743,676 in
total premiums, the Debtor would make an initial down payment of
$185,919 and monthly payments thereafter of $70,582 for each of
the next eight months; the first monthly payment would be due on
Aug. 1, 2014.  The Debtor's obligations to the finance company
will be secured by all of its right, title and interest to the
Financed Policies and all rights therein, including all dividends,
unearned premiums and unearned commissions.

The ability of the Debtor to enter into the finance agreement is
crucial because it will allow the Debtor to pay insurance premiums
over time rather than in a sizeable lump sum payment.

The Debtors are represented by:

         John T. Carroll, III, Esq.
         Eric L. Scherling, Esq.
         COZEN O'CONNOR
         1900 Market Street
         Philadelphia, PA 19103
         Tel: (215) 665-2000
         Fax: (215) 665-2013
         E-mail: jcarroll@cozen.com
                 escherling@cozen.com

              About The Baptist Home of Philadelphia

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

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

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

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

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME: Requests Approval of $756,250 Break-Up Fee
--------------------------------------------------------
The Baptist Home of Philadelphia doing business as Deer Meadows
Retirement Community asked the Bankruptcy Court approve the
allowance and payment of a break up fee to Deer Meadows Property,
LP, the stalking horse bidder.

The Debtor will pay to the stalking horse bidder an amount equal
to two and one-half percent of the purchase price of $30,250,000,
or $756,250, as a breakup fee.

The break up fee is pursuant to the terms of the asset purchase
agreement, dated July 25, 2014, entered between the Debtor and the
stalking horse bidder.

The Debtor, through its investment banker, KPMG Corporate Finance
LLC, and in consultation with both U.S. Bank National Association,
as indenture trustee, and the Official Committee of Unsecured
Creditors, selected the stalking horse bidder.

As reported in the Troubled Company Reporter on Aug. 6, 2014,
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that the Debtor will
sell the 491-bed facility on Roosevelt Blvd. in Philadelphia to
Deer Meadows Property LP for about $30.3 million in cash plus
assumption of specified liabilities, unless a better offer is made
at an Aug. 15 auction.  According to the report, under the terms
of the proposed sale, the buyer can terminate the contract if the
court doesn't approve by Aug. 12 its right to earn a breakup fee
equal to 2.5 percent of the purchase price.

              About The Baptist Home of Philadelphia

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

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

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

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

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAY AREA FINANCIAL: Hires Gary Cuoco as Property Agent
------------------------------------------------------
Bay Area Financial Corporation seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Gary Cuoco of Re/Max Gold Beach Office as agent in listing for
sale the Debtor's property located at 4145 Ocean, Oxnard,
California.

The professional services to be rendered by Mr. Cuoco shall
include:

   (a) ordering, analyzing, and preparing the documentation
       necessary to place the subject property in proper position
       to be listed and advertised for sale;

   (b) listing the property with the most propitious listing
       services available, responding to inquiries of purchase,
       and soliciting reasonable offers for purchase;

   (c) conveying all reasonable offers of purchase to the Debtor,
       subject to the Debtor's approval, and confirming acceptance
       of the best offer; and

   (d) causing to be prepared on behalf of the Debtor and
       submitted to escrow, any and all documents requiring the
       endorsement of the Debtor to consummate a sale of the
       property.

Mr. Cuoco will be compensated at the rate of 5% commission for the
sale of the property.

Mr. Cuoco 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.

Mr. Cuoco can be reached at:

       Gary Cuoco
       RE/MAX GOLD COAST BEACH OFFICE
       111 Los Altos
       Oxnard, CA 93035
       Tel: (805) 813-9800
       E-mail: gcc@beachfrontbroker.com

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BERNARD L. MADOFF: Trustee Wants to Replead Complaints
------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Irving Picard, the trustee winding down Bernard Madoff's
investment firm, wants another opportunity to sue defendants that
benefited from his Ponzi scheme after two major district court
rulings "substantially altered the legal landscape."  According to
the report, Mr. Picard sought leave to replead his complaints and
permit him to take discovery from certain defendants, including
Credit Suisse AG, Intesa Sanpaolo SpA and Royal Bank of Canada.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BROWNSVILLE MD: WF Stay Termination Extended Until Sept. 27
-----------------------------------------------------------
U.S. Bankruptcy Judge Richard S. Schmidt signed off an agreed
order extending until Sept. 27, 2014, the termination of the
automatic stay in the Chapter 11 case of Brownsville MD Ventures,
LLC.

Wells Fargo Equipment Finance, Inc. and Key Equipment Finance
Inc., requested for an order extending the previously entered
agreed order terminating the automatic stay as to WF, KEF, and
Pineda Grantor Trust II.

No party-in-interest has objected to the joint motion and
extension order.

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


BUCCANEER ENERGY: Committee Balks at Carve out Terms of Cash Use
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Buccaneer Resources, LLC, et al., objected to the
Debtors' use of cash collateral in which AIX Energy LLC asserts an
interest.

According to the Committee, the proposed final cash collateral
order contains numerous objectionable provisions, including
restricting the Debtors' ability to surcharge collateral and
failing to include a carve-out for the estate professionals' fees
and expenses.

Kenai Offshore Ventures, LLC and Teras Oilfield supported the
limited objection of the Committee to the Debtors' motion for
authorization to use prepetition lender's cash collateral.

In a separate filing, AIMM Technologies, Inc., and All American
Oilfield Associates LLC files a limited objection to the Debtors'
motion stating that the proposed final cash collateral order does
not include sufficient funds to enable the Debtors to comply with
their postpetition environmental obligations.

AIMM is a member of the Committee, and AAOA is also a creditor,
prepetition, AAOA provided service and crew personnel at the
onshore drilling rig named the Glacier Drilling Rig #1.

As reported in the Troubled Company Reporter on June 11, 2014,
Judge David R. Jones gave the Debtor interim authority to use the
cash collateral securing their prepetition indebtedness from AIX.

As of May 31, 2014, the aggregate unpaid principal balance of the
AIX Facility, including all accrued, unpaid interest, fees,
expenses and other amounts owing under the financing agreement,
was $58,226,264.  The AIX Facility matures on June 30, 2014.  The
Debtors' obligations under the AIX Facility are secured by liens
on substantially all of the Debtors' assets, including the cash
collateral, subject to certain exceptions.

The Debtors' use of the cash collateral will terminate if, among
other things, (i) they have not filed a motion for bid procedures
governing the sale and auction of substantially all of their
assets by June 13; (ii) they have not filed a plan and disclosure
statement incorporating the bid procedures by June 13; and (iii)
they have not confirmed a Chapter 11 plan by Aug. 15.

Objections to the final approval of the Cash Collateral Motion are
due June 13.  Cook Inlet Region, Inc., filed an objection ahead of
the deadline, to reserve all of its rights and remedies (1) with
respect to any amounts to be deposited into the escrow account,
and (2) in connection with the Debtors and their assets.  CIRI and
Buccaneer Alaska executed an oil and gas lease pursuant to which
CIRI granted and leased certain of its subsurface rights to the
CIRI Property to Buccaneer Alaska.

Kenai Offshore and Teras Oilfield are represented by:

         Joel M. Walker, Esq.
         DUANE MORRIS LLP
         600 Grant Street, Suite 5010
         Pittsburgh, PA 15219
         Tel: (412) 497-1042
         Fax: (412) 497-1001
         E-mail: jmwalker@duanemorris.com

         Michael E. Clark, Esq.
         1330 Post Oak Boulevard, Suite 800
         Houston, TX 77056-3166
         Tel: (713) 402-3900
         Fax: (713) 402-3901
         E-mail: meclark@duanemorris.com

                      About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.  Buccaneer listed assets of up to $50,000 and
liabilities between $50 million and $100 million in its petition.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd.  Epiq Systems is the claims and notice
agent.

The U.S. Trustee for Region 7 appointed five creditors to serve on
the official committee of unsecured creditors.


BUCCANEER ENERGY: Committee Balks at Meridian-Led Sale
------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Buccaneer Resources, LLC, et al., objected to the
Debtors' motion for approval of proposed sale procedures where AIX
Energy, LLC, is designated as the stalking horse bidder.

The Creditors Committee says that the compressed bidding
procedures are designed to permit AIX to acquire the Debtors'
assets via a credit bid.  AIX, however, is a mere shell company
and instrumentality of Meridian, the Debtors' largest shareholder
and was the Debtors' prepetition secured creditor until one month
before the cases were filed, the Committee said in a court filing.

As a large shareholder of the Debtors, the Committee noted,
Meridian is precluded by the Australian Securities Exchange rules
from acquiring the Debtors' assets for its benefit.  On the eve of
bankruptcy, in an attempt to circumvent such prohibitions,
Meridian transferred the secured indebtedness to the newly formed
AIX, and AIX now holds the loans for Meridian's benefit as a
vehicle for attempting to acquire the Debtors' assets by credit
bid.

                          More Objections

Claim holders Archer Drilling LLC and Archer Survey & Inspection
LLC, joined the objection of the Committee.   Archer is the chair
of the Committee and has claims in excess of $8 million against
the Debtors.  Archer supports the Committee's position in the
objection and believes that the bid procedures in their current
form be denied, that AIX be denied any right to credit bid, that
the proposed sale and the Proposed PSA be structured to maximize
the value of the Debtors' assets, that appropriate time be
allotted to obtain the highest value, and for such other and
further relief as is just and proper.

Unsecured creditors Kenai Offshore Ventures, LLC and Teras
Oilfield Support Limited also filed a joinder to the objection.

Unsecured creditors AIMM Technologies, Inc., and All American
Oilfield Associates, LLC, in their objection, stated that if the
sale motion is approved, the Debtors will surely not obtain the
highest price or overall greatest benefit possible for the estate.

Moreover, creditor Alaska Industrial Development and Export
Authority filed a limited objection and reservation of rights.
AIDEA objected to the motion to the extent that the Debtors are
attempting to sell the unreferenced overriding royalty interests -
- ORRIs, or Alaska Clear & Equitable Shares -- the ACES credits
free and clear of AIDEA's interests therein.

Archer is represented by:

         Paul M. Davis, Esq.
         Timothy A. Davidson II, Esq.
         ANDREWS KURTH, LLP
         600 Travis, Suite 4200
         Houston, TX 77002
         Tel: (713) 220-4200
         Fax: (713) 220-4285
         E-mails: taddavidson@andrewskurth.com
                  pauldavis@andrewskurth.com

Alaska Industrial is represented by:

         Francisco Rivero, Esq.
         Matthew E. Tashman, Esq.
         Paul B. Turner, Esq.
         REED SMITH LLP
         811 Main Street, Suite 1700
         Houston, TX 77002-6110
         Tel: (713) 469-3817
         Fax: (713) 469-3899

                      About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.  Buccaneer listed assets of up to $50,000 and
liabilities between $50 million and $100 million in its petition.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd.  Epiq Systems is the claims and notice
agent.

The U.S. Trustee for Region 7 appointed five creditors to serve on
the official committee of unsecured creditors.


BUFFET PARTNERS: San151 and Rupe Reach Deals on Assumption
----------------------------------------------------------
The Bankruptcy Court approved a stipulation and agreed order
between Buffet Partners, L.P., et al.; San151NNN, LLC, Fresh
Acquisitions, LLC and FMP SA Management Group, LLC, relating to
the lease of the real property located at 9410 State Highway 151
at Cable Ranch Road in San Antonio, Bexar County, Texas.

San151 is landlord under a lease dated as of Aug. 9, 2011,
pursuant to which Debtor Buffet Partners, L.P., is tenant.  On
June 5, 2014, San151 filed its proof of claim in the amount of
$51,990.  San151 contends that $53,000 is the proper cure amount
in order for the Debtor to assume the lease under the Bankruptcy
Code.

On June 20, the Debtor sold substantially all of its assets to
Fresh Acquisitions, LLC.

Pursuant to the stipulation, among other things:

   1. the Debtor is permitted to assume and assign the lease but
only in accordance with the terms of the stipulation and order;

   2. the cure amount with respect to the lease will be $53,000.

   3. upon assumption and assignment to Fresh Acquisitions, Fresh
Acquisitions will assume tenant's liability for and will pay when
due, pursuant to the terms of the lease, all accrued but not yet
due items under the lease.

                            Rupe Lease

In a separate order, the Court also approved a stipulation and
agreed order entered between the Debtors, and Arthur N. Rupe
Foundation.

Prior to the Petition Date, the Debtors entered into that Amended
and Restated Lease Agreement, and that Amended and Restated
Memorandum of Lease, each dated Dec. 3, 2004, with Sovereign
Buffet, LLC, under which Sovereign leased certain restaurant
premises to the Debtors. By Assignment of Lease, the Lease was
assigned to Rupe effective Aug. 14, 2006.

On March 14, 2014, the Debtors filed their motion for
authorization to sell substantially all assets (b) the assumption
and assignment of certain executory contracts and unexpired leases
(c) the establishment of cure amounts.  Pursuant to the motion and
the amended cure notice, in the event the debtors assume the
lease, the amount needed to cure any defaults is $77,580.

On April 24, Mr. Rupe filed the objection of Arthur N. Rupe
Foundation to the proposed cure amount.  By the objection, Rupe
asserted that it is owed $287,312 under the lease.

After good-faith, arms' length negotiations, the Debtors and Rupe
have reached an agreement to resolve the objection.

The stipulation provides that, among other things:

   1. the cure amount as of May 31, with respect to the lease will
be $87,312; and

   2. any obligation by the Debtors for deferred maintenance under
the lease will be included in the purchaser's assumed liabilities
in the event the Debtors decide to assume and assign the lease in
connection with a sale of their business or assets;

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.  Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP serves as its counsel.  Mesirow Financial Consulting,
LLC, serves as its financial advisors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


C-MOTECH CO: Court Overrules Franklin's Objection to Case Venue
---------------------------------------------------------------
Bankruptcy Judge Louise DeCarl Adler issued a tentative ruling,
denying in part, Franklin Wireless Corp.'s request for judicial
notice of parties' contract and state court complaint.

Franklin is a creditor in the Chapter 11 case of C-Motech Co.,
Ltd.

Judge Adler said that the parties' contract is not a proper
subject, and although the Court can take judicial notice of the
fact that Franklin filed a state court complaint, the Court cannot
judicially notice its content.

The Court also overruled Franklin's objection to the additional
provision requested by C-Motech in the recognition order that "the
Korean Bankruptcy Court is the correct venue to adjudicate the
claims of United States Creditors of C-Motech."

The Court afforded Franklin additional time to produce evidence of
prejudice by inclusion of this provision; none has been produced
and there is only a request for more time.  Additionally, C-Motech
has submitted considerable evidence in its response of Franklin's
significant contacts with Korea and its prior participation in
the Korean bankruptcy proceeding of C-Motech as a creditor who was
represented by Korean counsel.

Young-Gu Park, the foreign representative of the Debtor, asked
that the Court deny the relief requested Franklin, stating that
Franklin had sufficient time to obtain evidence.  Franklin cannot
authenticate documents by filing them as exhibits to a complaint
in another case and then arguing that the documents are now public
records subject to judicial notice.

The foreign representative is represented by:

         Michael T. O'Halloran, Esq.
         David W. Marwill, Esq.
         LAW OFFICE OF MICHAEL T. O'HALLORAN
         1010 Second Avenue, Suite 1727
         San Diego, CA 92101
         Tel: (619) 233-1727
         Fax: (619) 233-6526

Franklin is represented by:

         Jeffrey D. Cawdrey, Esq.
         Stephanie M. Lemos, Esq.
         GORDON & REES LLP
         101 West Broadway, Suite 2000
         San Diego, CA 92101
         Tel: (619) 696-6700
         Fax: (619) 696-7124

                Recognition of Foreign Proceeding

On July 14, the Court granted the request of foreign
representative for recognition of a foreign main proceeding
under Chapter 15.

As reported in the Troubled Company Reporter on June 27, 2014,
according to court filings, C-Motech's woes started in February
2010 when Namu Equity Ltd. took over the company too become the
largest shareholder to use the corporate seal of the company so
that authentic deeds of promissory notes for unknown transactions
were over-issued, raising suspicion of misappropriation or
embezzlement.

In connection with the cash flow of the company, an external
auditor expressed a negative opinion, which resulted in delisting
of the company.  Moreover, several tens of seizure and collection
orders were issued to the properties of the company based on the
authentic deeds of promissory notes, thereby preventing the
company from conducting normal business activities, and leading to
financial disaster.

A rehabilitation plan for the company was approved in November
2011.  Pursuant to the plan, loan claims of financial
institutions, transaction claims, debts for compensation for
damage and employee claims will be paid off in the form of
converting 71% of the debt into equity and repaying 29% of the
debt in cash in installments from 2016 until 2021.

As of the end of 2010, the company had assets of KRW104.9 billion
and debt of KRW50.2 billion.

                        About C-Motech Co.

Seoul, Korea-based C-Motech Co. was a developer and producer of
wireless data communication devices.  Established in 2002, the
company ran a business associated with software, databases and
information processing.

In April 2011, the 4th Department of Bankruptcy of the Seould
Central District Court authorized the company to commence
rehabilitation procedures (Case No. 2011 Hoihap 42 Rehabilitation)
as stipulated in Korea's Article 34(1) of the Debtor
Rehabilitation and Bankruptcy Act.

Young-Gu Park was appointed by the Korean Court as administrator.
The administrator has the power to conduct all of C-Motech's
business and manage all of its property, subject to the Korean
Bankruptcy Court's supervision.

The administrator of C-Motech filed a Chapter 15 bankruptcy
petition for the company (Bankr. S.D. Cal. Case No. 14-04891) in
San Diego, California, on June 19, 2014.  The debtor is estimated
to have assets and debt of $10 million to $50 million.

The Chapter 15 case is assigned to Judge Christopher B. Latham.

The company is represented by Michael T. O'Halloran, Esq., in San
Diego in the U.S. case.


C&K MARKET: Authorized to Sell Sentry Arms Apartments for $780K
----------------------------------------------------------------
U.S. Bankruptcy Judge Frank R. Alley authorized C & K Market,
Inc., to sell property located at Sentry Arms Apartments, 635 5th
St, Brookings, Oregon, to Frank F. Behnke and Cheryl A. Behnke or
their assigns for the gross sales price of $780,000.

The property for sale includes approximately 19,840 square foot
two-story building referred to as the "Sentry Arms Apartments,"
along with the related rental agreements for all units currently
rented by the Debtor, and certain appliances as listed in the
rental agreements.

Upon closing, Debtor is authorized to compensate the Court
appointed real estate broker, Big Rock, Inc., dba Century 21 Agate
Realty, an aggregate commission of 5% of the sale price of the
property, without the need for a fee application and without
seeking further approval from the Court.

The Court, in its order, said that no objections to the motion
were received.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 3% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
97.63 cents-on-the-dollar during the week ended Friday, August 29,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.78 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures on
April 2, 2021, and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bank Debt Due March 2021 Trades at 4% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
96.50 cents-on-the-dollar during the week ended Friday, August 29,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.58 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 875 basis points
above LIBOR to borrow under the facility. The bank loan matures on
March 1, 2021, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAPITAL AUTOMOTIVE: Moody's Affirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Capital Automotive LLC's Ba3
corporate family rating following the announcement that the
ownership of the company will likely transfer from investors
advised by DRA Advisors LLC, to Brookfield Property Partners and
its institutional partners. Moody's also affirmed the Ba2 senior
secured credit facility and the B1 second lien term loan ratings
of Capital Automotive L.P. ('Operating company'), the operating
partnership that is 86.7% owned by Capital Automotive LLC.

The following ratings were affirmed with stable outlook

Capital Automotive LLC; Corporate family rating at Ba3

Capital Automotive LP; Senior secured credit facility at Ba2,
Senior secured 2nd lien term loan at B1

Ratings Rationale

The announced transaction will transfer ownership of Capital Auto
from DRA Advisors' managed funds to Brookfield Property Partners
and its institutional partners. The $4.3 billion acquisition price
includes all of Capital Auto's existing debt and an additional
$400 million debt issuance including $300 million of ABS debt and
a $100 million addition to the second lien credit facility.
Capital Auto will continue to guarantee the secured facility and
second lien borrowings of the operating company. The transaction
is expected to close in the fourth quarter of 2014.

As planned, the transaction would increase the leverage ratios;
however adequate liquidity and a stable fixed charge coverage
mitigate some of the risk associated with a more levered capital
structure. The company has a $200 million revolver maturing in
2018 and draws have been de-minimus so far. Capital Auto has
stable operating cash flows and no debt maturities till 2017,
factors that largely offset the likely deterioration in leverage
metrics.

Capital Auto has a good asset portfolio and a consistent operating
record albeit in a specialized retail segment. Capital Auto has
308 properties in 35 states and weighted average rental coverage
for the portfolio is strong at 4.0x. Occupancy has been high and
the lease maturity schedule is well laddered with less than 12% of
the outstanding leases expiring by YE 2017. On the downside, a
large portion of the clientele is speculative rated dealerships
and finding alternative uses for the assets could be challenging.

The long term triple-let lease structure of Capital Auto's
portfolio produces strong EBITDA margins and high occupancy with
stable and predictable cash flows. Fixed charge coverage has been
above 1.6x since 1Q2013 and would likely remain at that level with
the proposed transaction. Dividend payout has been high. The
future trend for this payout would likely be influenced by Capital
Auto's portfolio growth strategy and the new investor's
capitalization strategy.

The stable rating outlook reflects Moody's expectation that
Capital Auto's steady operating performance will provide the
company with predictable cash flows to support its debt service.
The outlook also reflects Capital Auto's well diversified client
base, with a strong rent coverage, and improvements in the
performance of auto dealerships in the last few years.

Moody's would consider an upgrade if Capital Auto's net
debt/EBITDA was below 9x, secured debt as a proportion of gross
assets was less than 50% fixed charge coverage was above 1.8x on a
consistent basis and the company maintained adequate liquidity to
meet obligations for at least 12 months. Deterioration in net
debt/EBITDA to above 12.0x, effective leverage (debt+preferred as
a % of gross assets) above 80% and fixed charge below 1.5x could
lead to a downgrade.

Capital Automotive, headquartered in McLean,Virginia, owns and
acquires real estate used by multi-franchised auto dealerships and
related businesses. As of June 30, 2014, Capital Auto had a
portfolio of auto retail assets representing 448 automotive
franchises.


CAPITAL AUTOMOTIVE: S&P Affirms 'B+' CCR Over Planned Sale
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Capital Automotive LLC, including its 'B+' corporate credit
rating.  The outlook is stable.  At the same time, S&P is
affirming its 'BB-' issue rating on CARS' first-lien term loan due
2019 and revolving credit facility due 2018.  The recovery rating
on the senior secured notes remains '2', which indicates S&P's
expectations of substantial (70% to 90%) recovery in the event of
a payment default.  S&P also affirmed its 'B-' issue rating on
CARS' second-lien term loan due 2020.  The company is adding on
$100 million to the second-lien term loan.  The recovery rating on
this debt remains '6', indicating S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default.

"Brookfield, a global asset manager with over $109 billion in real
estate assets under management, is acquiring CARS from DRA
Advisors LLC, a real estate investment firm, in a highly leveraged
transaction," said Standard & Poor's credit analyst Michael
Souers.  Brookfield will control CARS through an investment fund,
similar to how it was managed under DRA Advisors.  Although S&P
expects CARS will issue an incremental $400 million of debt in
conjunction with the transaction, S&P believes that financial
measures will remain broadly consistent with its existing
"aggressive" assessment of CARS' financial risk profile,
particularly since S&P expects that the company will be
deleveraging somewhat over the coming years.

S&P's ratings on privately held McLean, Va.-based Capital
Automotive LLC are based on the company's "fair" business risk
profile, characterized by its narrow focus on auto dealership
properties and exposure to the automotive industry's cyclicality,
offset by strong tenant cash flow rental coverage and long average
lease terms.

CARS invests in real estate, leased primarily to franchised auto
dealerships.  CARS' auto dealer tenants are exposed to the
cyclicality of the auto sector, but because the tenant base is
competitive, the portfolio's performance was relatively stable
throughout the recent severe downturn.  As of June 30, 2014, CARS
owned interests in 308 properties in 35 states.  Its tenants
operate 448 new vehicle franchises, spread across 43 brands, and
the portfolio is about 99% leased.

S&P currently views a rating change as unlikely over the next 12
months.  Favorable automotive conditions are contributing to
relatively strong financial performance by Capital Automotive LLC
and its subsidiary, Capital Automotive L.P.'s (together, "CARS")
auto dealer tenants, affording CARS a stable base of rental
income.  While the added debt incurred by this transaction results
in somewhat more aggressive leverage metrics, S&P expects CARS to
deleverage slightly over the coming few years.  However, S&P also
thinks the limited leeway under financial covenants constrains
CARS' financial flexibility.

S&P would consider a downgrade if some combination of increased
debt, higher interest rates, or weaker financial performance were
to cause debt to EBITDA to rise above 13x or fixed-charge coverage
to fall below 1.3x on a sustained basis.  Under this scenario, S&P
would likely revise the financial risk profile to "highly
leveraged" from "aggressive".

S&P don't expect ratings improvement in the near term given the
additional debt incurred for this transaction.  In considering the
potential for an upgrade, debt to EBITDA of less than 9.5x and
fixed-charge coverage of more than 1.7x on a sustained basis would
be important benchmarks, as would strengthened coverage of the
common dividend.  Moreover, S&P believes it would be necessary for
CARS to have greater leeway under its financial covenants. (These
changes would likely warrant removal of the "negative" comparable
ratings assessment.)


CARBIDE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Carbide Industries, LLC
        314 E. Crittenden Street
        Groveland, FL 34736

Case No.: 14-09894

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Peter N Hill, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  Email: phill@whmh.com

Total Assets: $3.06 million

Total Liabilities: $5.74 million

The petition was signed by John Parrish, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-09894.pdf


CAVU/ROCK PROPERTIES: Gold Star's Lien Not Valid, Court Says
------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta ruled that Gold Star
Construction, Inc.'s mechanic's lien against Cavu/Rock Properties
Project I, LLC's residential housing development in Bakersfield,
California, is invalid and of no effect.  The Court said Gold
Star's claim against the Debtor should be allowed as unsecured in
the amount of $743,382.29.

The case is, CAVU/ROCK PROPERTIES PROJECT I, LLC, Plaintiff, v.
GOLD STAR CONSTRUCTION, INC., Defendant, ADV. NO. 13-05057-CAG
(Bankr. W.D. Tex.).  A copy of the Court's August 27, 2014
Memorandum Opinion is available at http://is.gd/HWTqKPfrom
Leagle.com.

Cavu/Rock Properties Project I LLC, was created to develop a real
estate project in Bakersfield, California.  It sought bankruptcy
(Bankr. W.D. Tex. Case No. 13-51905) in San Antonio, Texas, on
July 19, 2013, and sued a development partner to avoid a purported
mechanics lien.  The San Antonio-based company estimated as much
as $10 million in assets and as much as $50 million in debt.

The Debtor sued Gold Star in an effort to knock out a
mechanics lien of about $1.1 million that Gold Star claimed to
have for unpaid invoices.

Judge Craig A. Gargotta presides over the case.

The Law Offices of William B. Kingman, Esq., serves as the Detor's
counsel.

A list of the Company's largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-51905.pdf The petition was signed
by Paul E. Krause, manager.


CENTRAL OKLAHOMA: US Trustee Wants More Info on Proposed Counsel
---------------------------------------------------------------
The U.S. Trustee requested that the Bankruptcy Court direct
Central Oklahoma United Methodist Retirement Facility, Inc., and
its proposed counsel Gable Gotwals to provide additional
information and disclosures.

The U.S. Trustee in its objection to the application to hire Gable
Gotwals pointed out that the application, among other things:

   -- indicated that the Debtor has $50 million or more in assets
and $50 million or more in liabilities;

   -- did not indicate what efforts the Debtor has taken to ensure
that the G&G's billing rates are comparable to those of non-
bankruptcy practitioners; the number of law firms interviewed by
the Debtor;

   -- did not indicate whether G&G has agreed to any alternative
fee arrangements or variations from its customary billing
arrangements; whether any of the professionals included in the
engagement have varied their rate based on the geographic location
of the bankruptcy case; whether the billing rates and financial
terms of the engagement have changed post?petition; and whether
the debtor has approved a prospective budget and staffing plan,
and if so, for what period.

The UST believes G&G's disclosure must provide greater detail
about the facts and circumstances of the law firm's service as
general counsel in light of the "disinterested person"
requirement.  According to the UST, based on the current
information, it appears G&G may be disqualified to serve as legal
counsel to the Debtor.

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D.
Okla.).  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.


CENTRAL OKLAHOMA: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Central Oklahoma United Methodist Retirement Facility, Inc., filed
with the U.S. Bankruptcy Court for the Western District of
Oklahoma a list of its largest unsecured creditors, disclosing:

   Name of Creditor        Nature of Claim       Amount of Claim
   ----------------        ---------------       ---------------
William Hicks              Judgment               $10,000,000
Individually & as
Guardian ad Litem for
Virginia Hicks
14901 N Pennsylvania Ave
Apt 276
Oklahoma City, OK 73134

William Hicks              Judgment                $3,503,349
Individually
14901 N Pennsylvania Ave.
Apt 276
Oklahoma City, OK 73134

William Hicks, Guardian    Judgment                 $1,688,166
ad Litem for Virginia Hicks
14901 N Pennsylvania Ave
Apt. 276
Oklahoma City, OK 73134

Accord Construction        Roof repairs               $788,886
13776 Lincoln Blvd
Edmond, OK 73013

Medley/Turrentine &        Insurance Premiums         $413,326
Associates, LLC
3815 N Classen Blvd
Oklahoma City, OK
73118-2879

Velma Bessier Trust        Refund of entrance         $235,303
                           deposit

Summit Care                Therapy for skilled        $164,138
                           nursing

John Bertoldi              Refund of entrance         $146,000
                           deposit

John Underwood             Refund #321/unit           $142,000
                           pending resale

Great American Insurance   Worker's                   $118,043
Group                      compensation
                           insurance

Darvis Craig               Refund #356/unit           $100,615
                           pending resale

Pat Coker                  Refund #15B/unit            $97,890
                           pending resale

Spellman Brady & Company   Construction -              $81,074
                           interior design &
                           furnishings

Dowley Security            Construction -              $73,451
Systems Inc.               installation
                           security systems

Ben E Keith Foods          Food                        $73,325

Lowell Netherton           Refund #280/unit            $70,770
                           pending resale

Marjorie Misciagna         Refund #204/unit            $69,768
                           pending resale

Herbert Kriegel            Refund #110/unit            $67,687
                           pending resale

Cindy Smith                Refund #6B/unit             $64,600
                           pending resale

Evelyn "Jack" Potter       Refund #205/unit            $59,955
                           pending resale

                  About Central Oklahoma United

Central Oklahoma United Methodist Retirement Facility, Inc.,
dba Epworth Villa, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Okla. Case No. 14-12995) on July 18, 2014.  John Harned
signed the petition as president and CEO.  The Debtor disclosed
$117,659,919 in assets and $107,972,621 in liabilities as of the
Chapter 11 filing.  Gable & Gotwals, P.C., serves as the Debtor's
counsel.  Judge Sarah A. Hall presides over the case.

On July 9, 2014, a judgment was entered in the amount of
approximately $15 million against Epworth Villa by Judge Patricia
Parrish of the District Court of Oklahoma County, Oklahoma, in
Case No. CJ-2011-8387: William Hicks, individually and as Guardian
Ad Litem for Virginia Hicks v. Central Oklahoma United Methodist
Retirement Facility, Inc. d/b/a Epworth Villa Health Services. The
state court held a nonjury trial in the lawsuit, which was filed
by a resident who got a fractured wrist and bruises while at the
facility.  Epworth Villa intends to appeal the Judgment and Hicks
desires to defend the appeal to the Oklahoma Supreme Court.


CENTRAL OKLAHOMA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Central Oklahoma United Methodist Retirement Facility, Inc., filed
with the U.S. Bankruptcy Court for the District of Arizona its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $76,948,116
  B. Personal Property           $40,711,803
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $89,214,012
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $149,043
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $18,609,566
                                 -----------      -----------
        Total                   $117,659,919     $107,972,621

A copy of the schedules is available for free at
http://bankrupt.com/misc/CentralOklahoma_SAL.pdf

The Court granted the Debtor an extension until Aug. 6 to file the
schedules.  Bartronics Asia Pte. Ltd. objected to the extension
stating that the Debtors have failed to provide any evidence, much
less evidence sufficient to establish cause for the requested
extensions of time.

Bartronics is represented by:

         Richard M. Meth, Esq.
         FOX ROTHSCHILD LLP
         75 Eisenhower Parkway, Suite 200
         Roseland, NJ 07068
         Tel: 973-992-4800
         E-mail: rmeth@foxrothschild.com

         Daniel J. Saval, Esq.
         Mason C. Simpson, Esq.
         Shoshana B. Kaiser, Esq.
         BROWN RUDNICK LLP
         7 Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         E-mail: dsaval@brownrudnick.com
                 msimpson@brownrudnick.com
                 skaiser@brownrudnick.com

                  About Central Oklahoma United

Central Oklahoma United Methodist Retirement Facility, Inc.,
dba Epworth Villa, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Okla. Case No. 14-12995) on July 18, 2014.  John Harned
signed the petition as president and CEO.  The Debtor estimated
assets and liabilities of at least $100 million.  Gable & Gotwals,
P.C., serves as the Debtor's counsel.  Judge Sarah A. Hall
presides over the case.

On July 9, 2014, a judgment was entered in the amount of
approximately $15 million against Epworth Villa by Judge Patricia
Parrish of the District Court of Oklahoma County, Oklahoma, in
Case No. CJ-2011-8387: William Hicks, individually and as Guardian
Ad Litem for Virginia Hicks v. Central Oklahoma United Methodist
Retirement Facility, Inc. d/b/a Epworth Villa Health Services. The
state court held a nonjury trial in the lawsuit, which was filed
by a resident who got a fractured wrist and bruises while at the
facility.  Epworth Villa intends to appeal the Judgment and Hicks
desires to defend the appeal to the Oklahoma Supreme Court.


CLAIRE'S STORES: Incurs $20 Million Net Loss in Second Quarter
--------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $20.57 million on
$377.82 million of net sales for the three months ended Aug. 2,
2014, compared to a net loss of $20.67 million on $366.70 million
of net sales for the three months ended Aug. 3, 2013.  The
increase in net sales was attributable to new store sales, a
favorable foreign currency translation effect on the Company's
non-U.S. sales and an increase in shipments to franchisees,
partially offset by the effect of store closures and lower same
store sales.

For the six months ended Aug. 2, 2014, the Company reported a net
loss of $58.71 million on $731.17 million of net sales compared to
a net loss of $47.25 million on $720.71 million of net sales for
the six months ended Aug. 3, 2013.

As of Aug. 2, 2014, the Company had $2.67 billion in total assets,
$2.81 billion in total liabilities and a $141.15 million
stockholders' deficit.

As of Aug. 2, 2014, cash and cash equivalents were $29.5 million,
including restricted cash of $2.4 million.

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

                         http://is.gd/oPtk6B

                        About Claire's Stores

Claire's Stores, Inc. is a specialty retailer of fashionable
jewelry and accessories for young women, teens, tweens and girls
ages 3 to 35.  The Company operates through its stores under two
brand names: Claire's(R) and Icing(R).  As of Aug. 2, 2014,
Claire's Stores, Inc. operated 3,052 stores in 17 countries
throughout North America and Europe.  The Company also franchised
436 stores in 30 countries primarily located in the Middle East,
Central and Southeast Asia and Central and South America.  More
information regarding Claire's Stores is available on the
Company's corporate Web site at www.clairestores.com.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


CLEAREDGE POWER: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 17 reappointed these creditors to be
members of the official committee of unsecured creditors in the
Chapter 11 cases of ClearEdge Power Inc. and two affiliates:

     (1) ABB, Inc.
         Galit Mizrahi
         8585 Trans-Canada Highway
         Saint-Laurent, QC Canada H45126

     (2) Estes Express Lines
         Nicole Washington or Wendy Belcher
         3901 West Broad Street
         Richmond, VA 23230

     (3) Kelly Services, Inc.
         Jody McLeod
         999 West Big Beaver
         Troy MI, 48084

The U.S. trustee, a Justice Department agency that oversees
bankruptcy cases, initially appointed five unsecured creditors to
serve in the committee on May 22.  The two other creditors that
were previously appointed are Minnesota-based Metro Mold & Design
LLC and London-based Johnson Matthey Fuel Cells Limited.

                      About ClearEdge Power

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

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

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

ClearEdge Power disclosed $31,271,670 in assets and $67,414,779 in
liabilities as of the Chapter 11 filing.

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

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

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired
Brown Rudnick as Counsel and Teneo Securities as financial
advisors.


CLOUDEEVA INC: Meeting of Creditors Set for Thursday
----------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of creditors in the Chapter 11 case of Cloudeeva, Inc., on
Sept. 4, at 2:00 p.m.  The meeting will be held at Office of the
U.S. Trustee, Clarkson S. Fisher Building and Courthouse, 402 East
State Street, Room 129, Trenton, New Jersey.

The Court also set Dec. 3, as the deadline for any individual or
entity to file proofs of claim against the Debtor.  The bar date
is applicable to all creditors except for governmental units.

The Debtor is represented by:

         Kenneth A. Rosen, Esq.
         Jeffrey D. Prol, Esq.
         Ira M. Levee, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                       About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.

Cloudeeva estimated assets of at least $10 million and debt of
less than $10 million.  The company said only $209,000 is owing to
its lender Prestige Capital Corp. and more than $5.2 million is
owed for trade vendor payables.

The cases are assigned to Judge Kathryn C. Ferguson.  The Debtors
are seeking joint administration of their Chapter 11 cases for
procedural purposes.

The Debtors have tapped Lowenstein Sandler LLP as counsel, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


CLUB AT SHENANDOAH: Gets Approval to Sell Assets to Kort & Scott
----------------------------------------------------------------
The Club at Shenandoah Springs Village, Inc., received court
approval to sell the majority of its assets to Kort & Scott
Financial Group, LLC.

The assets acquired by Kort & Scott include a real property
located in Thousand Palms, California, improvements and fixtures,
and personal properties.

The Club at Shenandoah owns and operates a sprawling and thriving
retirement community in Thousand Palms, which is populated by
1,816 homeowners.

California-based Kort & Scott, which emerged as the winning
bidder, offered to buy the assets for $18.025 million, beating out
rival bidders Brixton Financial AC, LLC, and a group of companies
led by Follettusa, Inc.

Brixton made an $18 million offer while the other bidder offered
to buy the assets for $15 million.

The commission and fees owed to Venturi & Company LLC, financial
adviser of The Club at Shenandoah, will be paid from the proceeds
of the sale, according to the court order signed by Judge Mark
Houle of the U.S. Bankruptcy Court for the Central District of
California.

A copy of the court order is available without charge at
http://is.gd/QF8Dzt

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of Central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


CLOUDEEVA INC: BAPL Balks at Factoring Agreement with Prestige
--------------------------------------------------------------
Bartronics Asia Pte. Ltd. Insists that Cloudeeva, Inc., et al.'s
motion for approval of a factoring and financing agreement with
Prestige Capital Corp. should be denied.

BAPL, majority shareholder of Cloudeeva Florida and a creditor of
Cloudeeva Delaware, said in its supplemental objection that the
motion should be denied for several reasons, including:

   1. the Debtors' proposed budget contains inappropriate,
excessive, and/or unjustifiable expenses; and

   2. the factoring arrangement is exorbitantly expensive, and
violates Section 364(c) Of The Bankruptcy Code.

As reported in the Troubled Company Reporter on July 24, 2014,
the Debtors have sought approval to keep their factoring agreement
with Prestige Capital Corp. in order to meet their payroll
obligations to employees.

Historically, the Debtors did not have any secured debt.  However,
the California Superior Court on October 15, 2013, in connection
with a lawsuit filed by Bartronics Asia Pte Ltd., granted a
preliminary injunction prohibiting the Debtors from encumbering
any assets of Cloudeeva as collateral for any loan pending the
outcome of the litigation.  In order to meet operating expenses,
the Debtors obtained approval from the California court to factor
their receivables on a limited basis.

Pursuant to the factoring agreement, Prestige would pay the
Debtors 80% of the face value of the accounts sold under the
factoring agreement up to a maximum amount of $2 million.
Prestige would then hold in reserve the difference between the
purchase price for the receivables purchased and the 80% down
payment.  Provided that there were no outstanding chargebacks or
disputes, Prestige would pay the reserve, less any sums due
Prestige within five business days of the date on which the
accounts were collected.  Prestige would earn a fee on each
account purchased based on a sliding scale depending on when the
account was collected.

The obligations due to Prestige are also secured by a lien on the
Debtors' accounts, inventory, machinery and equipment and general
intangibles.  The obligations are further secured by the personal
guarantee of Chairman and CEO Adesh Tyagi.

The Debtors propose to enter into a factoring agreement
postpetition on substantially the same terms as the prepetition
factoring agreement.  The Debtors have sought alternate financing
with which to finance their operations, but have been unable to
obtain financing on any other terms due to concerns about the
continued viability of the Debtors given the rescission claims
asserted by BAPL in the California litigation.

Without financing from the factoring of receivables, the Debtors
would be unable to meet payroll due Aug. 15 or other necessary
operating expenses.

                       About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.

Cloudeeva estimated assets of at least $10 million and debt of
less than $10 million.  The company said only $209,000 is owing to
its lender Prestige Capital Corp. and more than $5.2 million is
owed for trade vendor payables.

The cases are assigned to Judge Kathryn C. Ferguson.  The Debtors
are seeking joint administration of their Chapter 11 cases for
procedural purposes.

The Debtors have tapped Lowenstein Sandler LLP as counsel, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


CLOUDEEVA INC: Bartronics Asia Wants Chapter 11 Trustee
-------------------------------------------------------
Bartronics Asia Pte. Ltd. asks the U.S. Bankruptcy Court to order
the appointed of Chapter 11 trustee in the cases of Cloudeeva,
Inc., et al.; or, in the alternative, dismissal of the cases.

BAPL tells the Bankruptcy Court that Adesh Tyagi, a convicted
felon and the purported CEO and chairman of the Debtors, cannot be
trusted to act as a fiduciary of the Debtors and their estates
during the course of the cases.  In fact, Mr. Tyagi, who pled
guilty in 2012 to grand theft embezzlement, was facing the very
real risk of being forcibly removed from his position of control
when he caused the Chapter 11 petitions to be filed on the eve of
a hearing in the Superior Court of California on BAPL's motion to
appoint a receiver to take over the management of Cloudeeva
Delaware

BAPL, majority shareholder of Cloudeeva Florida and a creditor of
Cloudeeva Delaware, says that it has determined that to provide
proper evidentiary support for the trustee motion, it is necessary
to cite to documents produced to BAPL in the California
Proceedings, a substantial portion of which were designated as
confidential by the Debtors.  The Debtors' counsel has agreed to
permit BAPL to utilize the California Documents in support of the
trustee motion, so long as the trustee motion and any attached
California Documents are filed under seal.  In this connection,
BAPL requests that the Court authorize the filing under seal of
those documents.

                       About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.

Cloudeeva estimated assets of at least $10 million and debt of
less than $10 million.  The company said only $209,000 is owing to
its lender Prestige Capital Corp. and more than $5.2 million is
owed for trade vendor payables.

The cases are assigned to Judge Kathryn C. Ferguson.  The Debtors
are seeking joint administration of their Chapter 11 cases for
procedural purposes.

The Debtors have tapped Lowenstein Sandler LLP as counsel, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


COLDWATER CREEK: Has Until Nov. 10 to File Plan
-----------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Coldwater Creek, Inc., et al.'s
exclusive periods for filing of a Chapter 11 plan and solicitation
of that plan through Nov. 10, 2014, and Jan. 6, 2015,
respectively; provided, however, that after Sept. 1, 2014, the
Debtors and the Official Committee of Unsecured Creditors will
each have the right to propose and solicit acceptances of a
Chapter 11 plan.

The Court has approved the disclosure statement explaining the
Debtors' Amended Joint Plan of Liquidation and a hearing to
consider confirmation of the Plan is currently scheduled for Sept.
17.  The Debtors expect that the Plan will be confirmed by Sept.
17, but, out of abundance of caution, filed the extension request
with the support of the Creditors' Committee.

                       About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent.  The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent.  Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represent the Committee.


COLOR STARGROWERS: Regions Bank Withdraws Bid for Stay Relief
-------------------------------------------------------------
Regions Bank, as administrative agent acting for and on behalf of
Regions and Comerica Bank, secured creditors and parties-in -
interest, notified the Bankruptcy Court of its withdrawal of
motion for relief from automatic stay as to Color Star Growers Of
Colorado, Inc., et al.'s remaining assets constituting prepetition
collateral and their proceeds.

On March 6, 2014, Regions filed its motion for relief from stay.

According to Regions Bank, the motion for relief has been resolved
by the Court's entry of order approving motion for approval of
compromise and settlement pursuant to Bankruptcy Rule 9019.

As reported in the Troubled Company Reporter on April 2, 2014,
Regions wanted to pursue all rights and remedies available to the
Lenders under the loan documents and applicable law, including,
among other things, remedies of foreclosure and public or private
sale.  The remaining collateral is believed to have a face value
of approximately $4.093 million at this time.

The Debtors were borrowers from the Lenders prior to the Petition
Date on revolving and term loans made pursuant to a Nov. 15, 2012
credit agreement and related loan documents.  As of the Petition
Date, the Debtors owed the Lenders $42.2 million under the Credit
Documents.  To secure repayment of the loans made by the Lenders
under the Credit Documents, the Debtors granted to Regions first
priority liens on and security interests in substantially all of
the Debtors' assets.

Pursuant to orders entered by the Court on Jan. 14, 2014, the
Debtors closed on the sale of substantially all of their real and
personal property assets, with the limited exception of certain
excluded assets like accounts receivable, insurance proceeds, and
cash, and ceased all business operations thereafter.  The Debtors'
sale generated approximately $13.4 million in gross sales
proceeds.

Regions, in a filing dated March 6, 2014, claims that:

      a. the proceeds from the sale was wholly insufficient to
         satisfy the indebtedness owed to the Lenders under the
         Loan Documents;

      b. the Debtors no longer have any operations, and as a
         result, have no employees, no operating assets, and no
         unencumbered assets or sources of revenue or funding to
         finance any future endeavors or reorganization efforts;
         and

      c. the Official Committee of Unsecured Creditors has on
         information and belief incurred professional fees for its
         lawyers and financial advisors that is greatly in excess
         of that permitted under prior cash collateral orders.

On March 20, 2014, the Committee and the Debtors each filed
objections to the Lenders' stay motion.  The Committee stated in
its court filing that the parties have been engaged in ongoing
settlement discussions.  "A key issue in such settlement talks has
been the Committee's supplemental objection and motion, which
seeks the reconsideration of an order purporting to allow the
Lenders an automatic adequate protection claim secured with post-
petition liens on certain assets of the estates the Lenders did
not previously have a security interest in.  The hearing on this
matter is set for April 14, 2014 . . . . Also, as this Court has
previously been advised, the Committee is in the midst of an
extensive investigation regarding the facts and circumstances
related to the Debtors' operations in 2012 and 2013.  Recently,
significant progress has been made.  Although assets of the
Debtors were sold quickly after the Petition Date, there are a
number of estate causes of action that must be investigated,"
Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr, P.C., the
attorney for the Committee said.

The Debtors stated in their objection that the Court established
April 17, 2014, as the administrative expense bar date and the
deadline by which the Debtors must challenge the liens and
underlying debt asserted by Regions.  Until expiration of that bar
date -- and the Challenge Period -- it is impossible to say that
the Debtors cannot confirm a Chapter 11 plan, the Debtors said.
The Retained Assets may be necessary to fund a successful Chapter
11 liquidating plan.  The Debtors are still investigating all
causes of action against Regions and Comerica.

On March 25, 2014, the Lenders responded to the objections,
stating that the Committee's objection asserts fears and concerns
regarding the validity of Regions' pre-petition and post-petition
liens on certain commercial tort claims.  Without releasing any
claims and while reserving all rights, Regions agrees to exclude
the Debtors' commercial tort claims from relief sought in its stay
motion.

According to Regions, the expiration of the Challenge Period is
not a prerequisite to relief from stay, and the status of the
investigations causes of action against the Lenders, and other
third parties is irrelevant.  Any counterclaims or defenses not
directly related to the lift stay proceeding must be addressed in
an alternative proceeding.  The Committee's argument that the
Lenders may not be entitled to all the sale proceeds because the
Debtors may have accrued "sweat equity" in the proceeds of
inventory sold is meritless, Regions said.  The Committee has not
submitted any evidence that suggests the Lenders do not have a
properly perfected lien in all of the collateral for which relief
is sought in the stay motion.

Regions stated in its March 25 court filing that the Debtors do
not have any money that is not the Lenders' cash collateral.  The
Lenders do not anticipate agreeing to further extension of the
cash collateral use, which expires on March 31, 2014, considering
the case stagnation and rampant accrual of unbudgeted professional
fees by the Committee.  The Lenders do not believe that the
Debtors possess any assets with which to adequately protect the
Lenders' for the use of the Lenders' cash collateral.  Without the
use of the Lenders' cash collateral, the Debtors cannot satisfy
administrative claims, and therefore cannot confirm a liquidating
plan of reorganization.

                         About Color Star

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

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

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

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


COPYTELE INC: To Change Company Name to ITUS Corporation
--------------------------------------------------------
CopyTele, Inc., disclosed with the U.S. Securities and Exchange
Commission that on Sept. 2, 2014, the Company will officially
change its name to ITUS Corporation.  Effective at the start of
trading on Sept. 2, 2014, the Company's shares will trade on the
OTCQB market under the new name, and the new stock symbol will be
ITUS.

Robert Berman, the Company's president and CEO stated, "In Greek
mythology, ITUS was the God of Protection.  Since we build and
protect patented technologies, the new name is appropriate for our
business.  Plus, it's time to re-brand the Company, as we enter
the next phase in our continuing efforts to position the Company
for long term success."

On September 2, the Company's Web site will be accessible at
http://www.ITUScorp.com/

                           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, a net loss of $4.25 million for the year ended
Oct. 31, 2012, and a net loss of $7.37 million for the year ended
Oct. 31, 2011.


CROWN POLYMERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Crown Polymers, L.L.C.
        11111 Kiley Dr.
        Huntley, IL 60142

Case No.: 14-82603

Chapter 11 Petition Date: August 22, 2014

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

Judge: Hon. Thomas M. Lynch

Debtor's Counsel: Richard G Larsen, Esq.
                  SPRINGER BROWN, LLC
                  400 South County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: 630-510-0000
                  Fax: 630-510-0004
                  Email: rlarsen@springerbrown.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Floyd Dimmick, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-82603.pdf


CRUMBS BAKE SHOP: Can Employ Prime Clerk as Claims Agent
--------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized Crumbs Bake Shop, Inc., et al.,
to employ Prime Clerk LLC as the official claims and noticing
agent.

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.


CTI BIOPHARMA: Had $5MM Estimated Net Fin'l Standing at July 31
---------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company disclosed with the U.S.
Securities and Exchange Commission that its estimated and
unaudited net financial standing as of July 31, 2014, was $5
million.  The total estimated and unaudited net financial standing
of CTI Consolidated Group as of July 31, 2014 was $5.5 million.

Cash and cash equivalents of CTI Parent Company were $25 million
at July 31, 2014.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $4.3 million as of July 31, 2014.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $5.4 million as of July 31, 2014.

During July 2014, there were solicitations for payment only within
the ordinary course of business and there were no injunctions or
suspensions of supply relationships that affected the course of
normal business.

During the month of July 2014, the Company's common stock, no par
value, outstanding decreased by 12,000 shares.  Consequently, the
number of issued and outstanding shares of Common Stock as of
July 31, 2014, was 149,933,210.

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

                        http://is.gd/amEOXU

                        About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

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

                            Going Concern

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

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

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

                          Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.


CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Ga.-based Cumulus Media Inc. to stable from positive.
S&P also affirmed its 'B' corporate credit and existing debt
ratings on the company.

The outlook revision reflects S&P's expectation that leverage will
remain elevated, above 6x, over the next 12 to 18 months.  S&P now
expects that leverage will be roughly 6.5x at the end of the year
as a result of modest core revenue declines and continued spending
on investment initiatives.

The ratings on Cumulus incorporate Standard & Poor's assessment
that the radio broadcaster has a "fair" business risk profile,
given its healthy EBITDA margin despite secular pressure on radio
advertising revenue.  S&P views Cumulus' financial risk profile as
"highly leveraged," reflecting its mid-6x debt-to-EBITDA ratio,
which is consistent with the 5x-or-higher range that S&P
associates with a highly leveraged financial profile.

"We see the potential for weak industry fundamentals to result in
revenue erosion over the intermediate-to-long term.  Cumulus owns
and operates approximately 460 stations in 95 markets, making it
the second-largest diversified radio broadcaster, based on the
number of stations.  We consider the company's business risk
profile "fair" because of its healthy EBITDA margin and
discretionary cash flow generation.  The company is exposed to
competition from alternative media, risks to ad rate integrity,
and obstacles to significant growth in digital revenue
contribution.  Digital revenue currently only accounts for about
5% of total industry revenue and only about 4% for Cumulus.  We
expect Cumulus' partnership with Pulser Media, the parent company
of Internet radio broadcaster Rdio, will lead to healthy growth in
digital revenue, but that digital will remain a small portion of
total revenue.  The consolidated company's good geographic
diversity and competitive position in midsize and large markets do
not offset these risks," S&P said.

Despite the company repaying more than $210 million of debt and
preferred stock since the end of 2012, leverage remains high, in
the mid-6x area.  Adjusted leverage is in line with the debt-to-
EBITDA ratio of greater than 5x that would indicate a "highly
leveraged" financial risk profile.  S&P expects leverage will
moderate slightly to the mid-6x area by the end of 2014 as a
result of debt repayment and higher political advertising.  S&P
expects EBITDA coverage of interest will also improve to the mid-
2x area by the end of 2014 as a result of lower debt balances and
lower interest rates on the company's debt.


DAYBREAK OIL: Borrows Additional $2.2 Million From Maximilian
-------------------------------------------------------------
Daybreak Oil and Gas, Inc., disclosed in a filing with the U.S.
Securities and Exchange Commission that effective Aug. 21, 2014,
the Company negotiated an additional advance of $2,200,000 under
its credit facility with Maximilian Resources LLC.

Advances made by the Lender under the Amended and Restated Loan
and Security Agreement dated as of Aug. 28, 2013, had already
exceeded the Lender's minimum commitment.  Furthermore, the Lender
agreed to temporarily decrease the required monthly payment made
by the Company until a savings of $1,000,000 is realized by the
Company.  Additionally, the interest rate applicable to the loan
under the credit facility was reduced from 12% per annum to 9% per
annum.  The Lender also agreed to decrease the default interest
rate by 3%.  The combined $3,200,000 in additional capital will be
used by the Company to drill up to four development wells on its
Twin Bottom Fields acreage in Kentucky and to loan funds to its
Kentucky drilling partner, App Energy, LLC, for its portion of the
anticipated four additional wells.

The additional advance, the reduction in the required monthly
payment and the reduction in the interest rate were facilitated
through the Company's acquisition of 5,694,823 shares of Daybreak
common stock held by the Lender, which were originally issued in
connection with the Amended and Restated Loan and Security
Agreement dated as of Aug. 28, 2013.  The repurchased shares were
cancelled and restored to the status of authorized but unissued
stock.  The Lender will continue to hold warrants to purchase up
to 6,550,281 shares of common stock of the Company, also issued in
connection with the Loan Agreement.  The Company paid for the
share repurchase transaction through an advance under the Loan
Agreement, adding to the outstanding principal balance of the
Loan.  To accomplish this transaction, the Company entered into a
First Amendment to Amended and Restated Loan and Security
Agreement and Share Repurchase Agreement with the Lender under its
Amended and Restated Loan and Security Agreement dated as of
Aug. 28, 2013.

James F. Westmoreland, president and chief executive officer,
commented, "As a result of this transaction, we were able to
favorably amend our Loan Agreement.  This transaction provides
Daybreak with the capital needed to continue drilling in Kentucky.
Additionally, the repurchase of Maximilian's Shares will increase
stockholder value by significantly reducing the number of common
shares outstanding.  We look forward to continuing our drilling
programs in Kentucky and California as we steadily continue
building value for our shareholders."

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss available to common shareholders
of $1.54 million for the year ended Feb. 28, 2014, a net loss
available to common shareholders of $2.39 million for the year
ended Feb. 28, 2013, and a net loss available to common
shareholders of $1.59 million for the year ended Feb. 29, 2012.

The Company's balance sheet at May 31, 2014, showed $12.94 million
in total assets, $16 million in total liabilities and a $3.05
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2014.  The independent auditors noted that
Daybreak Oil and Gas, Inc. suffered losses from operations and has
negative operating cash flows, which raises substantial doubt
about its ability to continue as a going concern.


DETROIT, MI: Judge Threatens Kirkland, Syncora with Sanctions
-------------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, issued on Aug. 28, 2014,
an order directing Syncora Guarantee Inc. and Syncora Capital
Assurance Inc. and its counsel, Kirkland & Ellis LLP, to show
cause why sanctions should not be imposed on them under Rule 9011
of the Federal Rules of Bankruptcy Procedure and 28 U.S.C. Section
1927.

Judge Rhodes, the 22-page opinion, said that he has observed that
the attorneys for the many parties have consistently and uniformly
conducted themselves with the highest degree of professionalism
and civility but that achievement came to an end when Syncora
filed its second supplemental objection to the city's plan of
adjustment on Aug. 12, when it asserted, without colorable basis,
that two of the Court's mediators in the case -- Chief U.S.
District Judge Gerald Rosen and attorney Eugene Driker -- are
biased in favor of the creditors with pension claims and against
the financial creditors.

Judge Rhodes found that Syncora's allegations concerning the
mediators are scandalous and defamatory and that Syncora's highly
personal attack on Chief Judge Rosen was legally and factually
unwarranted, unprofessional and unjust.  Syncora and its attorneys
are given until Sept. 12 to file a response to the show cause
order.

A full-text copy of Judge Rhodes' 22-page opinion is available at
http://bankrupt.com/misc/DETROITord0828.pdf

                  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.


DOTS LLC: Court Vacates Order Approving Togut Segal
---------------------------------------------------
The Bankruptcy Court entered an order vacating the order dated
April 15, 2014, approving the employment of Togut, Segal & Segal
LLP as special counsel for Dots, LLC, et al.

As reported in the Troubled Company Reporter, the  Hon. Donald H.
Steckroth authorized the employment of Togut Segal as special co-
counsel effective Mar. 25, 2014.  Togut Firm was tapped to
investigate, analyze and prosecute preference claims in favor of
the Debtors' estates on a contingency fee basis.

                          About DOTS LLC

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

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

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

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

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

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

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


ENERGY FUTURE: Fee Committee Hires Godfrey & Kahn as Counsel
------------------------------------------------------------
The Fee Committee of Energy Future Holdings Corp. and its debtor-
affiliates seek authorization from the Hon. Christopher S. Sontchi
of the U.S. Bankruptcy Court for the District of Delaware to
retain Godfrey & Kahn, S.C. as its counsel, nunc pro tunc to the
date of the Fee Committee's formation.

Godfrey & Kahn will provide a broad range of legal and
administrative support services to the Fee Committee.  It is
anticipated that these services will include representing the Fee
Committee in connection with:

   (a) monitoring, reviewing and, where appropriate, objecting to
       all applications for professional fees and expenses filed
       by retained professionals;

   (b) establishing measures to help the Court ensure that
       compensation and expenses paid by the estates are
       reasonable, actual, and necessary under the Bankruptcy Code
       and (i) 11 U.S.C. sections 328, 329, 330, and 331 as
       applicable; (ii) Rule 2016 of the Federal Rules of
       Bankruptcy Procedure; (iii) Rule 2016.2 of the Local Rules
       of Bankruptcy Practice and Procedure of the United States
       Bankruptcy Court for the District of Delaware; (iv) and
       Appendix B Guidelines for Reviewing Applications for
       Compensation and Reimbursement of Expenses Filed Under 11
       U.S.C. section 330 for Attorneys in Large Chapter 11 Cases,
       78 Fed. Reg. No. 116, page 36248 (June 17, 2013) (the
       "Guidelines"); (v) any Order entered by this Court
       governing the Fee Committee (the "Fee Committee Order");
       and any Order entered by this Court governing the
       procedures for interim monthly compensation and the
       reimbursement of expenses of professionals (the "Interim
       Compensation Order");

   (c) reviewing and assessing all monthly statements, interim and
       final professional fee applications, whenever filed,
       submitted by Retained Professionals, since the inception of
       the Chapter 11 cases and until otherwise ordered by the
       Court;

   (d) filing comments on the Court's docket regarding any
       professional fee application;

   (e) communicating concerns regarding any professional fee
       application to the retained professional to whom the
       professional fee application pertains, and requesting
       further information as appropriate;

   (f) requiring that retained professionals provide budgets,
       staffing plans, or other information to the Fee Committee;

   (g) establishing procedures for the resolution of disputes with
       retained professionals concerning professional fee
       applications;

   (h) establishing procedures, including the use of specific
       electronic data formats, forms, and billing codes, to
       facilitate preparation and review of professional fee
       applications;

   (i) negotiating with retained professionals regarding
       objections to interim and final fee applications, and
       monthly fee statements, and consensually resolving such
       objections where appropriate, all pursuant to Court
       approval;

   (j) presenting reports, on a timely basis, to the retained
       professionals with respect to the Fee Committee's review of
       interim and final fee applications before filing an
       objection to any application for compensation;

   (k) periodically, in the Fee Committee's discretion, filing
       summary reports with the Court concerning the retained
       professionals' professional fee applications;

   (l) appearing and being heard on any matter before the Court
       concerning Fee Committee matters as set forth in the Fee
       Committee Order;

   (m) serving, filing and litigating, if necessary, objections to
       the allowance or payment of fees or reimbursement of
       expenses in a professional fee application;

   (n) serving objections to monthly fee statements, in whole or
       in part, precluding the payment of the amount questioned as
       provided in any Interim Compensation Order;

   (o) taking, defending, or appearing in any appeal regarding a
       professional fee application;

   (p) conducting discovery, including filing and litigating
       discovery motions or objections concerning Fee Committee
       matters as set forth in the Fee Committee Order; and

   (q) retaining, subject to Court approval, other professionals
       and consultants to represent or assist the Fee Committee in
       connection with any of the foregoing.

The parties, subject to the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Fee
Committee Order, and orders of the Court, propose to have the
Debtors compensate Godfrey & Kahn and the Independent Member with
a flat fee of $250,000 in the aggregate each month.  Debtors shall
pay Godfrey & Kahn prospectively on the first day of each calendar
month.

   -- this $250,000 amount will not include the reasonable
      expenses of Godfrey & Kahn or the Independent Member or the
      fees and expenses of any other consultants or auditors
      retained by the Fee Committee or subsequently retained.

   -- the Independent Member will be compensated, from the payment
      made to Godfrey & Kahn, $50,000 per month to the Independent
      Member for its services, subject to adjustment as agreed by
      the Independent Member and the Firm.  The compensation paid
      to the Independent Member does not represent "shared"
      compensation under 11 U.S.C. section 504 because the
      Independent Member and Godfrey & Kahn are being compensated,
      separately, for their separate services actually rendered.
      The single payment is an administrative convenience,
      disclosed here under Bankruptcy Rule 2016.

Notwithstanding the payment arrangements both Godfrey & Kahn and
the Independent Member will apply, retrospectively and at least
every four months, to the Court for the interim and final
allowance of compensation and reimbursement of expenses. Godfrey &
Kahn's interim and final fee applications will show its regular
hourly rates, ranging from $295 to $585 for attorneys, in
accordance with sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, the Guidelines, and any
otherwise applicable administrative orders and guidelines.

Godfrey & Kahn will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Katherine Stadler, shareholder of Godfrey & Kahn, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Sept. 16, 2014, at 11:00 a.m.  Objections, if any, are
due Sept. 9, 2014, at 4:00 p.m.

Godfrey & Kahn can be reached at:

       Katherine Stadler, Esq.
       GODFREY & KAHN, S.C.
       One East Main Street
       Madison, WI 53703
       Tel: (608) 257-3911
       Fax: (608) 257-0609

                      About Energy Future

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.


EP MINERALS: Amended Debt No Impact on Moody's 'B3' CFR
-------------------------------------------------------
Moody's Investors Service said that EP Minerals, LLC's amended
debt structure will not affect the company's B3 Corporate Family
Rating (CFR) or debt ratings. EP Minerals has upsized its first
lien term loan by $5 million to $180 million and correspondingly
decreased its second lien term loan by $5 million to $70 million.

EP Minerals, headquartered in Reno, Nevada, produces diatomaceous
earth (DE), perlite filter aids, and clay absorbents. These
products are predominately used as filtration media, functional
additives, and absorbents. The company has six production
facilities located in the United States. Revenues for the twelve
months ended May 31, 2014, were approximately $188 million.


EVENT RENTALS: Ch. 11 Liquidation Plan Confirmed
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on
Aug. 27, 2014, issued an order confirming the first amended
Chapter 11 plan of liquidation for After-Party2, Inc., f/k/a Event
Rentals, Inc., and its affiliated debtors.

Under the first amended disclosure statement, filed July 16, the
class of unsecured claims is impaired under the Plan, and holders
of those claims will receive their pro rata share of the available
proceeds, which is defined in the Secured Facilities Settlement
Agreement (i.e., $606,250 plus 75% of the Post-Sale Professional
Fee Savings, if any), less any (i) Administrative Claim other than
a Fee Claim, (ii) Priority Claim, or (iii) Non-Lender Secured
Claims, in each case that is not a Buyer Pay Claim and cannot be
satisfied from the Debtors' other assets, provided, however, that
none of the Unencumbered Settlement Cash will be used to pay any
Disputed Sales Tax Claims or Unasserted Tax Audit Claims.  Holders
of general unsecured claims are poised to recover 2% of their
allowed claims.

Liquidity Claims and Opt-Out Unsecured Claims are estimated to
total $40,091,000.  Holders of these claims are poised to recover
0.015% of the allowed claim.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, and
Sherri Toub, a Bloomberg News writer, recalled that Event Rentals
was sold in May to Apollo Global Management LLC for about $125.3
million cash plus assumption of specified liabilities.  Unsecured
creditors are projected to get 2 percent on approved claims of
about $29 million, the Bloomberg reporters said.

The Bankruptcy Court approved the disclosure statement explaining
the Plan on July 17.  The Plan is jointly proposed by the Official
Committee of Unsecured Creditors.

                       About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H.
Strock, Esq., at Fox Rothschild LLP as local counsel; John K.
Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP
as bankruptcy counsel; Jefferies LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims and noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.

The Debtors disclosed that funds managed by Apollo Global
Management, LLC submitted the winning offer to acquire
substantially all of the Debtors' business at the April 21, 2014
auction.  Apollo acquired the business for $125.2 million in cash.


FCC HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 5
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Sept. 5, 2014, at 11:30 a.m. in
the bankruptcy case of FCC Holdings, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC Holdings, Inc., and
its affiliates provide quality postsecondary education in fourteen
states.  The FCC schools were started by David Knobel in 1994 in
Fort Lauderdale, Florida, and, as of the bankruptcy filing, are
owned by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools

As of the Petition Date, the Debtors' outstanding secured
obligations were $49,000,000, plus interest and fees, comprised
of: Tranche A Loans of $18,578,846, Tranche B Loans of
$29,056,430, and Existing Letters of Credit of $1,390,122.
The Debtors also have unsecured debt of $15,000,000.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.


FCC HOLDINGS: Proposes KCC as Claims and Notice Agent
-----------------------------------------------------
FCC Holdings, Inc., and its affiliated debtors ask the bankruptcy
court to enter an order appointing Kurtzman Carson Consultants LLC
as claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
several hundred entities to be noticed.

KCC will be paid according to its standard hourly rates pursuant
to the parties' Retention Agreement.  The fee structure, which
provides for fees KCC charges for the services it will provide to
the Debtors, were not included in publicly available court
filings.

Prior to the Petition Date, the Debtors provided KCC a retainer of
$30,000.

Evan Gershbein, Senior Vice President of Corporate Restructuring
Services with KCC, attests that KCC is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

KCC maintains the Web site http://www.kccllc.net/fcc

KCC can be reached at:

         Drake D. Foster
         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.


FCC HOLDINGS: Gives Up Maricopa County Property to Receiver
-----------------------------------------------------------
FCC Holdings, Inc., and its affiliated debtors ask the bankruptcy
court to enter an order:

     (i) lifting the automatic stay, to allow Bank of Montreal, as
administrative agent for itself and the other lenders, to exercise
its rights and remedies under applicable non-bankruptcy law
against certain real property of debtor High-Tech Institute, Inc.
located in Maricopa County, Arizona, and

    (ii) allowing the receiver to remain in place, pursuant to a
stipulation entered into by the parties.

Bank of Montreal is the agent under the Debtors' prepetition
credit agreement, of which $49 million is outstanding.  The
Debtors granted Bank of Montreal for the benefit of the lenders, a
first priority security interest in all substantially all assets
of the Debtors and the proceeds thereof.

Events of Default have occurred under the Pre-Petition Credit
Agreement and are continuing.  On Aug. 22, 2014, the bank filed
with the Superior Court for the State of Arizona in and for the
County of Maricopa a verified complaint, seeking the appointment
of Jeremiah J. Foster of Resolute Commercial Services as receiver
with respect to the Arizona property.

In connection therewith, the bank and High-Tech executed a joint
stipulation on Aug. 22, 2014, which was filed with the Arizona
State Court on the same date, by which High-Tech consented to the
appointment of the Receiver.  On Aug. 22, the Arizona State Court
entered an order appointing the receiver.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, tells the
bankruptcy court that by virtue of the Stipulation, the Debtors
are consenting to lift the automatic stay.  The Debtors are in
default under the terms of the Prepetition Credit Agreement and
other loan documents.   The Debtors have no equity in the Arizona
property and have no need for use of the property in any
reasonably likely reorganization.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.


FCC HOLDINGS: To Credit Excess Funds to Students' Accounts
----------------------------------------------------------
FCC Holdings, Inc., et al., ask the bankruptcy court to enter an
order authorizing, but not directing, them to credit certain
excess funds to students' accounts in accordance with applicable
law.

The programs authorized under Title IV are the major source of
federal student aid. Pursuant to applicable federal law,
"[w]henever an institution disburses title IV, HEA program funds
by crediting a student's account and the total amount of all title
IV, HEA program funds credited exceeds the amount of tuition and
fees, room and board, and other authorized charges ... the
institution must pay the resulting credit balance directly to the
student ... no later than 14 days..." 34 CFR Sec. 668.164(e).
Thus, if a student's financial aid exceeds the cost of tuition and
other fees, the student is entitled to receive the excess to
defray living and other educational expenses.  In addition, if a
student withdraws from a semester or drops out of an institution's
education program, the institution may be required to return
unearned Title IV funds to the government. 34 CFR Sec. 668.164(h).

Prior to the Petition Date, in the ordinary course of business,
the Debtors incurred and processed Title IV Refunds to the
students enrolled in their programs and the government when
required. As of the Petition Date, checks for approximately
$638,000 in Title IV Refunds had been issued to students; however,
those checks had not yet cleared the Debtors' accounts.  In
addition, the Debtors will continue to incur liability for Title
IV Refunds from and after the Petition Date.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.


FIAT CHRYSLER: Path Cleared for Merger, To List in NYSE
-------------------------------------------------------
Eric Sylvers, writing for The Wall Street Journal, reported that
Fiat Chrysler is on its way to successfully completing its merger
and listing the combined company on the New York Stock Exchange
under the new name Fiat Chrysler Automobiles NV after too few Fiat
shareholders tendered their stock to block the reorganization.
According to the report, the combined company will move its tax
residency to the U.K., legal headquarters to Amsterdam and primary
stock market listing to New York.

                       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.


FLEXI-VAN LEASING: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Kenilworth, N.J.-based Flexi-Van Leasing Inc. to negative from
stable and affirmed the 'BB-' corporate credit rating on the
company.

At the same time, S&P lowered its issue-level rating on the
company's $265 million senior notes to 'B+' from 'BB-' and revised
the recovery rating to '5' from '4'.  The '5' recovery rating
indicates S&P's expectation for modest recovery (10%-30%) in the
event of a payment default.

"The outlook revision reflects Flexi-Van's weaker credit metrics,
which are largely due to increased operating costs and higher
interest expense related to the incremental debt issued in 2013 to
finance a dividend to the company's owner, David Murdock," said
Standard & Poor's credit analyst Betsy Snyder.  Operating costs
have increased because a higher proportion of equipment are in
chassis pools (under which Flexi-Van is responsible for
maintenance and repositioning costs) instead of term leases (under
which the customer is responsible for such costs).  S&P could
lower the rating if funds from operations (FFO) to total debt
falls to and remains below 10% for a sustained period.  Although
this ratio is currently above this threshold, there is a narrow
cushion, and S&P believes it could fall below 10%.

The negative outlook incorporates S&P's expectation that Flexi-
Van's credit metrics will weaken over the next year, compared with
2013 levels, due to higher interest expense related to incremental
debt issued in 2013.

S&P could lower the rating during the next 12 months if renewed
economic weakness reduces utilization rates, earnings, and cash
flow, or if the company makes significant debt-financed dividends
to its owner, such that FFO to total debt falls to and remained
below 10% for a sustained period.

S&P could revise the outlook to stable if the company reduces its
debt levels or if its earnings and cash flow strengthened such
that FFO to debt is greater than 11% on a sustained basis.


FOCUS LEARNING: Fitch Affirms 'BB+' Rating on $9.39MM Rev. Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately
$9.395 million education revenue bonds, series 2011A&B, issued by
the Beasley Higher Education Finance Corporation on behalf of
FOCUS Learning Academy, TX (Academy, FOCUS).

Fitch has removed the ratings from Rating Watch Negative and
assigned the bonds a Negative Outlook.

Security

The revenue bonds are secured by a pledge of FOCUS' gross
revenues, a cash-funded debt service reserve and a mortgage on
property and facilities.

Key Rating Drivers

Charter Renewal Approved: The removal from Rating Watch Negative
reflects FOCUS' charter renewal from the Texas Education Agency in
April 2014 for the maximum allowable10 years, through July 1,
2023. The Academy's charter had expired in June 2013 and renewal
had been pending during Fitch's last rating review.

Weak Financial Metrics: The Negative Outlook reflects the
Academy's speculative grade financial metrics, failure to meet the
1.1x debt service coverage covenant in fiscal 2013, and expected
resolution of covenant violations in the fiscal year ending Aug.
31, 2014. This covenant violation is technically an event of
default, and as such 25% of bondholders could have required FOCUS
to hire a consultant but did not choose to do so. These credit
characteristics remain speculative grade attributes.

Enrollment Challenges Impact Margins: The Academy's enrollment
fell short of expectations in both fiscal years 2013 and 2014.
Expenses were adjusted, and at this time fiscal 2014 interim
results indicate a small operating surplus that achieves financial
covenants. Enrollment for fall 2014 (fiscal 2015) is not
finalized, but preliminary results indicate some growth.

Governance Lacks Independence: While demonstrating effective
management, overlap between FOCUS' board of directors and day to
day administration team weakens the independent oversight
mechanism that Fitch's criteria expect to be present in an
investment grade charter school.

Rating Sensitivities

Improved Operations And Coverage: The Academy's inability to
return to break-even to positive operating margins and achieve
covenant compliance could cause a rating downgrade.

Standard Sector Concerns: A modest financial cushion, substantial
reliance on state per pupil funding, and charter renewal risk are
credit concerns common in all charter school transactions that, if
pressured, could impact the rating over time.

Stabilized Enrollment: Stabilized or modestly growing enrollment,
in conjunction with conservative operating budgets and
consistently balanced operating results, are needed to maintain
the 'BB+' rating long-term.

Credit Profile

Located in Dallas, TX FOCUS is a K-12 charter school that received
its first charter in 1998 and started with an initial enrollment
of 177 students in grades K-6. The Academy's instructional program
includes a multi-sensory approach to education, which results in
specialized curricula for 'learning different' students. This
cohort currently makes up approximately 20% of the student body.
The Academy ended fiscal 2014 with 844 students, down from an end-
of-year high of 884 in fiscal 2012. Management reports it has
facility capacity for 1,175 students.

Enrollment Targets Adjusted

FOCUS's fiscal 2014 budget reflected the initial enrollment of 871
students. In past years, the Academy used overly optimistic budget
and enrollment assumptions. When enrollment growth flattened in
fiscal 2013 and declined slightly in fiscal 2014, expenses were
not implemented in a timely fashion. The Academy's ability to
budget more conservatively is expected going forward.

Operations Expected To Improve In Fiscal 2014

FOCUS's operating revenues are largely reliant on state per pupil
funding. While fiscal 2014 results are expected to reflect another
modest decline in enrollment, this is partially offset by slight
state funding improvement, expense containments, and the positive
effect of federal grant revenue, which grant is expected to be
completely spent during fiscal 2015. Fiscal year end is Aug. 31,
therefore 2014 results are not final; however, based on unaudited
nine-month interim statements and the Academy's estimates, the
margin is expected to be modestly positive. Maintenance of this
level is also anticipated in fiscal 2015. FOCUS's operating
margins were a slim 0.4% in fiscal 2012 and negative 4.7% in
fiscal 2013.

Management reports a 3% increase in per-pupil state funding for
fiscal 2015, but also notes that employer pension contributions
rose to 1.5%, from zero previously. Further state-mandated
increases in charter school pension contribution requirements
beyond fiscal 2015 could create additional budget pressure, which
Fitch will monitor.

Weak Liquidity and Coverage Violation

Available funds declined to $1.7 million or a weak 10.7% of fiscal
2013 operating expenses ($9.9 million) and 10.8% of outstanding
debt ($9.9 million at that time). Fitch views this financial
cushion as low. Net income available for debt service weakened for
FY13 and the covenant requirement of 1.1x coverage of transaction
maximum annual debt service ($817,000), was not achieved (it was
0.8x). Under the bond documents, violation of the liquidity
covenant (which did not happen) requires FOCUS to hire an
independent consultant; violation of the coverage covenant gives
bondholders an option to require an independent consultant (they
did not require that of FOCUS).

Fitch's ratio of long term debt to net income available, which
measures years of debt-financed cash flow, weakened to 14x in
fiscal 2013 from 8.7x in FY12, further reflecting operational
weakness. The Academy's debt burden (MADS as a percent of
operating revenue) of 8.9% is moderately high, but stronger than
most Fitch rated charters. Annual debt service obligations are
approximately level through final maturity in 2041.

Capital Plans

The Academy has long-term plans for facility expansion, assuming
enrollment growth. Fitch is concerned that additional debt plans
would further pressure Focus' balance sheet resources. Issuance of
additional debt or loans, without a return to operating surpluses
and growth in balance sheet resources, would be viewed negatively.


FOUR OAKS FINCORP: Amended Articles of Incorporation Filed
----------------------------------------------------------
Four Oaks Fincorp, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on Aug. 15, 2014, the
Company filed with the North Carolina Department of the Secretary
of State, Articles of Amendment to its Articles of Incorporation,
as amended, establishing the relative rights, preferences and
designations of the Company's Series A Preferred Stock.

                          About Four Oaks

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

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.
As of June 30, 2014, the Company had $833.36 million in total
assets, $806.06 million in total liabilities and $27.30 million in
total shareholders' equity.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;

   * enhance the Bank's real estate appraisal policies and
     procedures;

   * enhance the Bank's loan grading and independent loan review
     programs;

   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and

   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business.  These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.


FRITZ SCHIFFAHRTSGES: Administrator Files Ch.15 to Retake Vessel
----------------------------------------------------------------
MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG, which is subject
to insolvency proceedings in its hometown in Germany, commenced
Chapter 15 proceedings in Ohio to retake control of its sole
asset, the bulk carrier M/V Fritz, which is currently located in
Toledo, Ohio.

Andreas Sontopski, the insolvency administrator, explained that a
single family -- the Schoning family -- owns and controls Intersee
Schiffahrtsgesellschaft mbH & Co KG and Intership Maritime Crew
Management GmbH.  The Schoning family also owns MS Fritz and,
prior to the German Insolvency Proceedings, controlled the
company.  Given this relationship, German insolvency law treats
the claims of Intersee and Intership as effectively shareholder
claims.

Under Sec. 39 Section 1 No. 5 of the Insolvenzordnung ("InsO"),
the German insolvency law, the claim of a shareholder is
subordinated to all other claims.  Moreover, under InsO Sec. 88,
neither a shareholder nor any other creditor can obtain individual
securities through enforcement after the company has filed for
insolvency.

On July 4, 2014, Intersee and Intership assigned certain claims to
Pacific Chartering Services Inc.  Mr. Sontopski says he intends to
investigate the circumstances of the assignment to Pacific
Chartering, and the nature and validity of its claim.

Although the contracts underlying the Intersee and Intership
claims provide for mandatory German arbitration, on July 16, 2014,
Pacific Chartering commenced an admiralty proceeding against MS
Fritz in the United States District Court for the Northern
District of Ohio, Case No. 3:14CV1576, based upon the Intersee and
Intership claims.  Pacific Chartering obtained an Order for
Issuance of Process of Maritime Attachment and Garnishment and a
Process of Maritime Attachment and Garnishment against M/V Fritz.

According to Mr. Sontopski, Pacific Chartering did not provide him
with prior notice of its action to obtain the Attachment Orders.
Nor did Pacific Chartering at any time inform the District Court
of the German Insolvency Proceeding or the fact that the contracts
underlying the Intersee and Intership claims provide for mandatory
German arbitration.

On August 13, 2014, the German Court issued an order which, among
other things, appointed Mr. Sontopski as permanent Insolvency
Administrator, authorized the petitioner to dispose of MS Fritz's
property, and directed creditors to file claims and notify the
Petitioner of any alleged secured claims.

Mr. Sontopski seeks relief under Chapter 15 of the Bankruptcy Code
in order to obtain the benefit and protection of the automatic
stay with respect to the M/V Fritz, to prevent dissident creditors
from bypassing the German Insolvency Proceeding by commencing
litigation or executing against the M/V Fritz in the United States
to obtain a greater recovery than similarly situated -- or higher
priority -- creditors, and to permit the insolvency administrator
to administer an orderly liquidation for the benefit of MS Fritz's
estate and all of its creditors, in the appropriate order of their
priority.

                         About the Company

Germany-based MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG owns
M/V Fritz, a bulk carrier, maritime vessel.

Andreas Sontopski was named insolvency administrator of the estate
of MS Fritz by a June 26, 2014 order entered by the Meppen
District Insolvency Court in Germany, in Case File No. 9 IN
116/14.

Mr. Sontopski, as foreign representative, commenced for MS Fritz
proceedings under Chapter 15 of the U.S. Bankruptcy Code in
Toledo, Ohio (Bankr. N.D. Ohio Case No. 14-33183) on Aug. 28,
2014.

The U.S. case is assigned to Judge Mary Ann Whipple.  The Debtor
tapped Baker & Hostetler LLP, in Cleveland, as counsel.


FRITZ SCHIFFAHRTSGES: Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Petitioner: Andreas Sontopski

Chapter 15 Debtor: MS "Fritz" Schiffahrtsges MBH & Co. Reederei KG
                   Boschstrasse 15
                   48733 Haren/Ems

Chapter 15 Case No.: 14-33183

Type of Business: MS Fritz's sole asset is a bulk carrier,
                  maritime vessel (a freighter ship)
                  known as M/V Fritz.  M/V Fritz is currently
                  located in the port of Toledo, OH.

Chapter 15 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Hon. Mary Ann Whipple

Chapter 15 Petitioner's
Counsel:                    Kelly Burgan, Esq.
                            BAKER & HOSTETLER LLP
                            PNC Center
                            1900 East 9th Street, Suite 3200
                            Cleveland, OH 44114-3482
                            Tel: (216) 621-0200
                            Fax: (216) 696-0740
                            Email: kburgan@bakerlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million


FUEL PERFORMANCE: Raised $1 Million From Securities Offering
------------------------------------------------------------
Fuel Performance Solutions, Inc., issued and sold an aggregate of
$1,150,000 of 10% convertible promissory notes and warrants to
purchase an aggregate of 6,666,667 shares of common stock to
certain investors for a total subscription amount of $1,000,000,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

The Company engaged The Benchmark Company, LLC, as placement agent
for this offering for a total fee of $80,000 and warrants to
purchase 800,000 shares of the Company's common stock with an
exercise price of $0.12.

10% Convertible Promissory Notes

The total principal amount of the Notes is issued with a 115%
premium to the subscription amount.  The Notes accrue interest at
a rate equal to 10% per annum and have a maturity date of Feb. 22,
2016.  The Notes are convertible any time after the issuance date
of the Notes.  The Purchasers have the right to convert the Notes
into shares of the Company's common stock at a conversion price
equal to $0.10 per share, subject to standard adjustments for
stock dividends, stock splits, subsequent equity sales, subsequent
rights offerings and pro rata distributions.  The Notes can be
redeemed under certain conditions and the Company can force the
conversion of the Notes in the event certain equity conditions are
met.

In the event of default, the Purchasers have the right to require
the Company to repay in cash all or a portion of the Notes at a
price equal to 125% of the aggregate principal amount of the Notes
plus all accrued but unpaid interest.

Warrants

The Warrants are exercisable in whole or in part, at an initial
exercise price per share of $0.12, subject to adjustment.  The
exercise price and number of shares of the Company's common stock
issuable under the Warrants are subject to adjustments for stock
dividends, splits, combinations, subsequent rights offerings, pro
rata distributions and any issuance of securities below the
exercise price of the Warrants.  Any adjustment to the exercise
price will similarly cause the number of warrant shares to be
adjusted so that the total value of the Warrants may increase,
provided, that in no event will the number of Warrant Shares
exceed 200% of the original number of Warrant Shares originally
issued.

Registration Rights Agreement

In connection with the sale of Notes and Warrants pursuant to the
Securities Purchase Agreement, the Company entered into a
registration rights agreement with the Purchasers, pursuant to
which the Company agreed to register all of the shares of common
stock underlying the Notes and the shares of common stock
underlying the Warrants on a Form S-1 registration statement to be
filed with the SEC within 30 calendar days following the Closing
Date and to use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act within
100 calendar days following the Closing Date.  If the Company does
not meet the Filing Deadline or the Effectiveness Deadline, the
Company will have to pay the Purchasers a penalty equal to 1.5% of
the aggregate subscription amount, up to a maximum penalty of 24%.

                      About Fuel Performance

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

Fuel Performance reported a net loss of $1.39 million on $704,189
of net revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.92 million on $335,096 of net revenues during the
prior year.

The Company's balance sheet at June 30, 2014, showed $3.02 million
in total assets, $2.60 million in total liabilities and $413,362
in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring loss from operations and has a
working capital deficit.  This factor raises substantial doubt
about the Company's ability to continue as a going concern.


GEOMET INC: Names Michael McGovern President and CEO
----------------------------------------------------
The Board of Directors of GeoMet Inc. has appointed Mr. Michael Y.
McGovern as president and chief executive officer of GeoMet,
effective in each case as of Sept. 1, 2014, according to a Form 8-
K filed with the U.S. Securities and Exchange Commission.

Mr. McGovern, 62, is currently the Chairman of the Board, and he
has held that role since April 30, 2012.  Mr. McGovern's
experience includes oil and gas exploration and development,
natural gas trading, and chemicals manufacturing and distribution.
He has been involved in the energy business since 1975, primarily
as the chief executive officer of the following public companies:
Pioneer Companies, Inc., Coho Energy, Inc., Edisto Resources
Corporation, Convest Energy, Ironstone Group, Inc. (formerly
OXOCO, Inc.), and American National Petroleum.

The Company has entered into a Retention Bonus and Severance
Agreement with Tony Oviedo, as chief financial officer of the
Company, to be effective on Sept. 1, 2014.  Following the sale of
substantially all of the Company's assets in May 2014, the Board
now currently anticipates that the Company will enter into either
a business combination/merger or a dissolution and distribution of
its remaining assets in accordance with applicable law.  In order
to facilitate this next step, the Board has determined that it is
essential and in the best interest of the Company to enter into
the Agreement.  Mr. Oviedo's base salary will be $12,500 semi-
monthly, and the Agreement has a retention bonus of $120,000 to be
paid if Mr. Oviedo remains with the Company through Aug. 31, 2015,
or if he experiences a Qualifying Termination, as defined in the
Agreement, prior to that date.

These individuals resigned from their positions with the Company
effective Aug. 31, 2014:

   (1) William C. Rankin, president and chief executive officer of
       the Company; director of the Board; manager of GeoMet
       Gathering Company, LLC, a wholly-owned subsidiary of the
       Company; and president and director of GeoMet Operating
       Company, Inc., a wholly-owned subsidiary of the Company;

   (2) Brett S. Camp, senior vice president-Operations of the
       Company, manager of GeoMet Gathering, and senior vice
       president-Operations, assistant secretary, and director of
       GeoMet Operating.

   (3) Stephen M. Smith, secretary and treasurer of the Company,
       and secretary and treasurer of GeoMet Operating;

   (4) Rosanna Penrod, assistant secretary of GeoMet Operating;

   (5) Howard Keenan, Jr., director; and

   (6) Gary S. Weber, director and member of the Board's Audit
       Committee.

All resignations were not due to any disagreements with the
Company on any matter relating to the Company's operations,
policies, or practices.

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency that raise substantial doubt about
the Company's ability to continue as a going concern.

As of June 30, 2014, the Company had $27.95 million in total
assets, $3.96 million in total liabilities and $45.90 million in
series A convertible redeemable preferred stock and a $21.92
million total stockholders' deficit.


GLENDALE ENERGY: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Glendale Energy, LLC
        49 Sherwood Terrace, Suite A
        Lake Bluff, IL 60044

Case No.: 14-31581

Chapter 11 Petition Date: August 28, 2014

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

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Robert R Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: 312-263-2300
                  Fax: 312-263-0939
                  Email: rrbenjamin@golanchristie.com

Total Assets: $1.54 million

Total Liabilities: $5.98 million

The petition was signed by Arthur Daniels, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-31581.pdf


GLOBALSTAR INC: Promotes Rebecca Clary to VP and CFO
----------------------------------------------------
Globalstar, Inc., said the Company has promoted Rebecca Clary to
vice president and chief financial officer effective Aug. 28,
2014.  Ms. Clary joined Globalstar in September 2010 and has most
recently held the positions of chief accounting officer since
January 2013 and corporate controller since August 2012.  Prior to
joining Globalstar, she was a manager with PricewaterhouseCoopers
LLP in its U.S. Audit & Assurance Services practice, where she
worked from 2002 to 2010.  Ms. Clary is a licensed Certified
Public Accountant.

"Rebecca brings the right talents and experiences to the role and
has been a major asset to Globalstar.  We have been impressed with
her ability to work with multiple constituencies including our
stockholders, the investment community and the operating segments
of our business.  Her strength in dealing with sophisticated
accounting matters has demonstrated her ability to serve
successfully in her new role as we continue to lead the growing
market for mobile satellite services," said Jay Monroe, Chairman
and CEO.

In connection with her promotion, Ms. Clary received a restricted
stock award grant of 100,000 shares and options to purchase 40,000
shares, both of which vest over a three-year period, according to
a regulatory filing with the U.S. Securities and Exchange
Commission.

                      About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages.  Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service.  Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users.  Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.

Globalstar reported a net loss of $591.11 million in 2013, a net
loss of $112.19 million in 2012 and a net loss of $54.92 million
in 2011.

As of June 30, 2014, the Company had $1.32 billion in total
assets, $1.53 billion in total liabilities and a $204.45 million
total stockholders' deficit.


GRATON ECONOMIC: Moody's Hikes Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Graton Economic Development
Authority's ratings, including its Corporate Family Rating to B2
from B3, its Probability of Default Rating to B2-PD from B3-PD and
its senior secured credit facility and senior secured notes
ratings to B2 from B3. The rating outlook is stable.

The upgrade reflects the opening of the Graton Resort & Casino --
on time and on budget -- and the good initial ramp-up of revenue
and earnings that will enable Graton to achieve adjusted
debt/EBITDA of about 4.0 times by the end of 2015. The upgrade
also reflects Graton's material debt reduction to date (about $100
million since December 31, 2013), its good liquidity and Moody's
expectation the company will continue to generate positive free
cash flow.

Upgrades:

Issuer: Graton Economic Development Authority

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Corporate Family Rating (Local Currency), Upgraded to B2 from B3

Senior Secured Bank Credit Facility (Local Currency) Aug 22,
2018, Upgraded to B2(LGD4) from B3(LGD3)

Senior Secured Bank Credit Facility (Local Currency) Aug 22,
2017, Upgraded to B2(LGD3) from B3(LGD3)

Senior Secured Regular Bond/Debenture (Local Currency) Sep 1,
2019, Upgraded to B2(LGD4) from B3(LGD3)

Outlook Actions:

Issuer: Graton Economic Development Authority

Outlook, Remains Stable

Ratings Rationale

The B2 Corporate Family Rating (CFR) reflects Graton's small size
in terms of revenue and single asset profile which subjects it to
greater risks than a multi-facility and more geographically
diversified gaming company. Graton's lack of diversification makes
it more vulnerable to regional economic swings, market conditions,
promotional activity, and earnings compression. The rating also
takes into consideration competition from several large casinos
already operating in Graton's primary market area, although the
casino's advantageous location (about 40 miles from San Francisco)
helps to partially mitigate this risk. Other rating constraints
include Graton's exposure to on-going litigation regarding the
compact and land-into-trust status, as well all other credit risks
that are common to Native American gaming issuers, including
uncertainty as to enforceability of lender's claims in bankruptcy
or liquidation.

In addition to profitable preliminary operating results, positive
ratings consideration is given to the casino's strategic location
as the closest class III gaming facility to the San Francisco Bay
area and Moody's expectations that Graton will achieve and
maintain Moody's adjusted debt/EBITDA of below 4.0 times and
EBIT/interest of about 2.5 times.

The stable rating outlook reflects Moody's expectations that
Graton will continue to profitably ramp-up its gaming operations
and achieve debt/EBITDA below 4.0 times and EBIT/interest of about
2.5 times by the end of 2015. Additionally, while recognizing the
on-going litigation risk, the stable outlook does not anticipate
material adverse impact from the litigation in the near term that
could weaken Graton's liquidity position, or the operations of the
casino.

Ratings could be lowered if debt/EBITDA increases to above 5.75
times or if liquidity deteriorates for any reason. In addition,
the ratings could be pressured if the validity of the compact or
land-in-trust status is called into question, resulting in
potential disruption to or the cessation of the casino's
operations.

Graton's ratings could go up if it appears that the company can
achieve and maintain debt/EBITDA below 3.75 times and
EBIT/interest above 3.0 times. Any upgrade would require Graton
maintain good liquidity.

The principal methodology used in this rating was Global Gaming
Industry 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.

The Graton Economic Development Authority is a wholly owned,
unincorporated governmental instrumentality of the Federated
Indians of Graton Rancheria (the Tribe), a federally recognized
Indian tribe. The Authority was formed in July 2012 to develop and
operate a casino and entertainment facility located in Sonoma
County, approximately 43 miles north of San Francisco, California,
to be known as the Graton Resort & Casino ("Casino"). As of June
30, 2014, the Graton Resort & Casino featured about 3,000 slot
machines, 131 table games including blackjack, a 20-table poker
room and other various entertainment and dining offerings. For the
six months ended June 30, 2014 net revenue was approximately $190
million.


GREAT PLAINS: RBS Citizens Reports Default in Settlement Agreement
------------------------------------------------------------------
RBS Citizens, N.A., doing business as Charter One, secured
creditor of Great Plains Exploration, LLC, notified the Bankruptcy
Court of an occurrence of event of default under settlement
agreement which was approved on April 25, 2014.

RBS stated that it did not receive aggregate payments of
$6 million by Aug. 14.

The Bankruptcy Court previously entered a consent order extending
until Aug. 14, 2014, the time for the Debtor and the obligors to
pay $6 million to RBS.

The Debtors and obligors failed to make payment of the $6 million
required under the settlement order by July 30, 2014; and RBS
reported on July 31, the failure of the Debtors and obligors to
make payment, to the Court.

RBS is represented by:

         Frederick D. Rapone, Jr., Esq.
         CAMPBELL & LEVINE, LLC
         310 Grant Street, Suite 1700
         Pittsburgh, PA 15219
         Tel: (412) 261-0310
         Fax: (412) 261-5066
         E-mail: fdr@camlev.com

         Andrew C. Kassner, Esq.
         Andrew J. Flame, Esq.
         DRINKER BIDDLE & REATH LLP
         One Logan Square, Suite 2000
         Philadelphia, PA 19103-6996
         Tel: (215) 988-2700
         Fax: (215) 988-2757
         E-mail: Andrew.Kassner@dbr.com
                  Andrew.Flame@DBR.com

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

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

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

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

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

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


GRIDWAY ENERGY: Plan Filing Exclusivity Extended to Oct. 7
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended Gridway Energy Holdings, et al.'s
exclusive plan filing period through and including Oct. 7, 2014,
and exclusive solicitation period through and including Dec. 8.

The Debtors said they need the additional time to market their
remaining assets and determine the best manner in which to wrap up
their bankruptcy cases.

                       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.


HANGER INC: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hangar
Inc. to negative from stable following second quarter results that
were materially below S&P's expectations.  S&P affirmed the 'BB-'
corporate credit rating and all issue-level ratings.

"Our outlook revision follows weak second-quarter results and an
unexpected free cash flow deficit resulting from stretched
Medicare and commercial receivables," said credit analyst Tahira
Wright.  "While we had previously expected the company to generate
discretionary cash flow of about $55 million in 2014, we now
expect it to range from zero to $10 million, reflecting weaker
than expected margins and higher receivable days.  Further, we
believe that working capital swings could result in negative free
operating cash flow and further revolver draws in 2014 if the
company is unable to resolve its working capital by year end."

S&P's negative outlook reflects its view that the company is
likely to resolve its issues with Medicare and see some
normalization of accounts receivable by year end, but S&P sees
some risk that an extended audit process could result in weaker
than expected cash flow metrics that require further revolver
draws if receivables do not normalize by year end.

Downside Scenario

S&P could lower the rating if the company continues to report cash
flow deficits.  Such a scenario could occur if the company is
unable to expedite its response to Medicare audit activity and
control costs by the end of fiscal year 2014.  In S&P's view, if
accounts receivable days are sustained at current levels of around
75 days (versus historical levels of around 59 days), free
operating cash flow to debt would likely be sustained below 10%,
which could cause S&P to lower the rating.

Upside Scenario

S&P could revise the outlook to stable if it gains confidence that
the company can generate funds from operations in the range of
$120 million to $130 million.  Under this scenario, S&P would
expect Hanger to operate with debt leverage below 3.0x and to
achieve FOCF to debt above 10%.  Improvement to FOCF to debt will
likely require the company to improve its days in accounts
receivable to below 60 days and maintain low-single-digit revenue
growth.


HDOS ENTERPRISES: Sale Okayed; Plan Hearing Set for Oct. 3
----------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court Central District
of California, Los Angeles Division, authorized HDOS Enterprises
to sell substantially all of its assets to Global Franchise Group
LLC, and scheduled Oct. 3, 2014, at 10:00, as the date and time
for the combined hearing on the confirmation of the Debtor's plan
and approval of the disclosure statement explaining the Plan.

As previously reported by The Troubled Company Reporter, citing
Sherri Toub, a Bloomberg News writer, reported that the Plan,
filed on Aug. 4, provides full payment to holders of allowed
secured claims totaling about $2.4 million, general unsecured
claims totaling about $1.9 million, and lease rejection claims
totaling about $1.7 million.  The unsecured claim, if any, of the
employee stock ownership plan, or ESOP, would be subordinated to
secured claims, general unsecured claims, and lease rejection
claims.  The Plan was amended on Aug. 22.  Under the Amended Plan,
the Debtor stated that it holds approximately $8,256,644.99 in
cash as a result of the sale of substantially all of its assets,
which sale closed on Aug. 21.

A full-text copy of the Plan dated Aug. 4, 2014, is available at
http://bankrupt.com/misc/HDOSplan0804.pdf

A redlined version of the Amended Disclosure Statement is
available at http://bankrupt.com/misc/HDOSds0822.pdf

Sept. 15 is the deadline for ballots to be received and objections
to be served and filed with the Court.

                     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 (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3,
2014.  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.


HOCHHEIM PRAIRIE: S&P Lowers ICR to 'B+'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term insurer
financial strength and issuer credit ratings on Hochheim Prairie
Farm Mutual Insurance Assoc. and its subsidiary, Hochheim Prairie
Casualty Insurance Co. (collectively Hochheim) to 'B+' from 'BB-'.
The outlook is negative.

"The rating action reflects our view that Hochheim's financial
risk profile deteriorated in the first half of 2014, reflecting a
significant decline in the company's surplus that has reduced its
capital adequacy," said Standard & Poor's credit analyst Adrian
Nusaputra.  Despite the company's capital-preservation
initiatives, which included purchasing aggregate catastrophe
reinsurance protection for 2014, Hochheim incurred an $18.7
million loss during the first half of 2014, primarily due to
significant hail-storm activity during the second quarter and
adverse reserve development of 2012 accident-year-related claims.
Although S&P expects the company's current reinsurance program to
shield its capital base from any additional large losses through
the rest of the year, Hochheim remains exposed to the risk of
several smaller weather-related losses potentially eroding its
capital base.

The outlook is negative, reflecting the company's exposure to
smaller but more frequent weather-related losses that could reduce
its capital adequacy, as measured by our proprietary capital
model.

S&P may lower its rating during the next 12 months if:

   -- The company incurs significant losses that result in a
      further deterioration of surplus and capital adequacy;

   -- The company is unable to purchase adequate reinsurance
      during the 2015 renewal cycle, which would further expose
      its capital to deterioration from weather-related losses.

S&P do not expect to raise its rating on the company in the next
12 months.  Longer term, any upgrade would depend on Hochheim's
ability to improve earnings and significantly grow its statutory
surplus, leading to a sustained improvement in capital adequacy.


HOLY HILL: Chapter 11 Trustee Hires Arent Fox as General Counsel
----------------------------------------------------------------
Richard J. Laski, the Chapter 11 Trustee of Holy Hill Community
Church aka Holly Hill Community Church asks authorization from the
Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California to employ Arent Fox LLP as general
bankruptcy and restructuring counsel, effective June 30, 2014.

The Chapter 11 Trustee requires Arent Fox to:

   (a) investigate, identify, restructure, and liquidate all
       assets of the estate;

   (b) investigate and analyze the scope and validity of any
       actions, including avoidance claims, and file any necessary
       actions and adversary proceedings;

   (c) assist the Trustee to employ other professionals, as
       needed;

   (d) assist the Trustee in other matters necessary for the
       efficient administration of this estate including, without
       limitation, corporate law, real estate law, intellectual
       property law, and other legal advice;

   (e) generally prepare on behalf of the Trustee all necessary
       motions, applications, answers, orders, reports, and papers
       in support of position taken by the Trustee;

   (f) appear, as appropriate, before the Court and other courts
       in which matters may be heard and protecting the interest
       of the Trustee and the Debtor's estate before said courts
       and the Office of the U.S. Trustee; and

   (g) perform all other necessary legal services in this case
       requested by the Trustee.

Arent Fox will be paid at these hourly rates:

       Partners                 $555-$915
       Of Counsel               $530-$880
       Associates               $310-$605
       Paraprofessionals        $170-$310

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

Aram Ordubegian, partner of Arent Fox, 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.

Arent Fox can be reached at:

       Aram Ordubegian, Esq.
       ARENT FOX LLP
       555 W. Fifth St., 48th Floor
       Los Angeles, CA 90013
       Tel: (213) 629-7410
       E-mail: aram.ordubegian@arentfox.com

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  Holly Hill,
a California non-profit corporation incorporated for the purposes
of conducting religious activities as a protestant Christian
church, disclosed $20 million in assets and $12 million in debt.
John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.


HOLY HILL: Chapter 11 Trustee Taps Wilshire Partners as Accountant
------------------------------------------------------------------
Richard J. Laski, the Chapter 11 Trustee of Holy Hill Community
Church aka Holly Hill Community Church asks authorization from the
Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California to employ Wilshire Partners of CA, LLC as
accountant, effective June 30, 2014.

The Chapter 11 Trustee requires the assistance of Wilshire
Partners to prepare, maintain and update the Debtor's accounting
and banking records, to prepare tax returns and other financial
information as necessary, to prepare the Debtor's Schedules of
Assets and Liabilities and Monthly Operating Reports, to prepare
financial forecasts to support a possible reorganization plan, and
to provide other accounting services as may be required by the
Trustee for the benefit of the estate.

Wilshire Partners will charge the bankruptcy estate $150 per hour
for the accounting services provided by Amy Thibodeaux.  Although
the Trustee will also provide accounting services, Wilshire
Partners will not charge the estate for any such accounting
services provided by the Trustee within the scope of this
employment.

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

Richard J. Laski, Chapter 11 Trustee and also the managing
director and owner of Wilshire Partners, 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.

Wilshire Partners can be reached at:

       Amy Y. Thibodeaux
       WILSHIRE PARTNERS OF CA, LLC
       470 Maylin Street
       Pasadena, CA 91150
       Tel: (818) 486-4558
       E-mail: amythib13@gmail.com

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  Holly Hill,
a California non-profit corporation incorporated for the purposes
of conducting religious activities as a protestant Christian
church, disclosed $20 million in assets and $12 million in debt.
John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.


INDUSTRIAL ENTERPRISES: Discovery Stayed in Suit v. Computershare
-----------------------------------------------------------------
In the case, NORMAN L. PERNICK, as Chapter 11 Trustee of the
Bankruptcy Estate of Industrial Enterprises of America, Inc., on
behalf of itself, the estate and as assignee of its shareholders,
Plaintiff, v. COMPUTERSHARE TRUST COMPANY, INC., Defendant, CIVIL
ACTION NO. 13-CV-02975-PAB-KLM (D. Colo.), Magistrate Judge
Kristen L. Mix granted, in part, the Plaintiff's motion to stay
discovery, except to the extent the Plaintiff's request to stay
"all deadlines set forth in the Scheduling Order" includes the
June 16, 2015 Final Pretrial Conference.  If the parties
eventually determine that the Final Pretrial Conference should not
move forward on June 16, 2015, they may request that it be vacated
and reset to a later date, the judge said.

All discovery is stayed pending resolution of the Defendants'
Motion to Dismiss.

             About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


INTELLIPHARMACEUTICS INT'L: Augments Rexista Oxycodone Program
--------------------------------------------------------------
Intellipharmaceutics International Inc. announced an enhancement
of its RexistaTM abuse-deterrence technologies with a significant
improvement designed to prevent overdose when more pills than
prescribed are swallowed intact.  Intellipharmaceutics' new
platform technology is branded PODRASTM (Paradoxical OverDose
Resistance Activating System).

The PODRASTM platform technology is covered by patents pending
with the U.S. Patent and Trademark office.

"We believe this significant advance in our abuse deterrence
technology has the potential to positively differentiate RexistaTM
from other abuse-deterrent technologies of which we are aware, and
represents an important step towards helping patients manage their
pain safely," said Dr. Isa Odidi, chief executive officer of
Intellipharmaceutics.  "In addition to its use with oxycodone, the
new technology is potentially applicable to a wide range of drug
products that are intentionally or inadvertently abused and cause
harm by overdose to those who ingest them."

Intellipharmaceutics' most advanced application of the PODRAS
platform to date is to its Rexista product candidate (oxycodone
hydrochloride extended-release tablet), which is designed to deter
abuse by both physical interference and overdose.

Preclinical studies of Rexista suggest that, unlike other third-
party abuse-deterrent oxycodone products, if more tablets than
prescribed are deliberately or inadvertently swallowed, the amount
of drug active released over 24 hours may be substantially less
than expected, even possibly approaching zero.  However, if the
prescribed number of pills is swallowed, the drug release should
be as expected.

In January 2013, the United States Food and Drug Administration
published a paper titled, Guidance for Industry: Abuse-Deterrent
Opioids -- Evaluation and Labeling, which cited the need for more
efficacious abuse deterrence-technology.

In this draft Guidance, the FDA stated, "Opioid analgesics are
often manipulated for purposes of abuse.  Most abuse-deterrent
technologies developed to date are designed to make product
manipulation more difficult or to make abuse of the manipulated
product less attractive or rewarding.  However, these technologies
have not yet proven successful at deterring the most common form
of abuse -- swallowing a number of intact pills or tablets to
achieve a feeling of euphoria."

Dr. Ed Sellers, an internationally recognized clinical
pharmacologist and Professor Emeritus, University of Toronto, and
President of DL Global Partners commented, "The risk of overdose
due to taking more opiate analgesic than prescribed is a real one.
The lack of delivery technologies to reduce that risk is an unmet
public health need.  The announced technology is promising.
Confirmation of its clinical importance in human clinical studies
would be a significant contribution to deterring abuse."

Intellipharmaceutics currently expects to begin a series of
clinical trials in Canada and the United States in the coming
months to further evaluate Rexista incorporating its PODRASTM
platform.

The Company said there can be no assurance as to whether or when
the FDA will approve any Intellipharmaceutics' Rexista oxycodone
application.

                     About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.

Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013.  The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


J. R. BALL CONTRACTING: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: J. R. Ball Contracting Group, Inc.
           dba JR Ball Contracting Group, Inc.
        2275 Ford Ave.
        Springdale, AR 72764

Case No.: 14-72561

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Stanley V Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James R. Ball, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/arwb14-72561.pdf


JACKSONVILLE BANCORP: Appoints Hugh Greene as Director
------------------------------------------------------
The Board of Directors of Jacksonville Bancorp, Inc., appointed
Hugh Greene as new director on Aug. 26, 2014, according to a
regulatory filing with the U.s. Securities and Exchange
Commission.  Mr. Greene has not yet been named to serve on any
committees of the Board.  Subject to regulatory approval, he will
also serve as a director of the Company's wholly owned subsidiary,
The Jacksonville Bank.  Mr. Greene is the president and CEO of
Baptist Health, a comprehensive health system comprised of five
hospitals.

Kendall Spencer, president and CEO of Bancorp, said, "We are
pleased to announce that Hugh is joining the Board of Directors.
He is a pillar of the Jacksonville community and brings extensive
business and community leadership experience to the Board."

Mr. Greene also serves as Chair of the Board of Trustees for the
University of North Florida.  He has received numerous accolades
both in and out of the health administration field, including the
2013 Distinguished Business Leader Award from the University of
North Florida's Coggin College of Business and the 2012
Humanitarian Award from OneJax.  Mr. Greene was also named one of
the area's 12 "Ultimate CEOs" in 2007 by the Jacksonville Business
Journal, and was inducted into the First Coast Business Hall of
Fame in the same year.  He is a member of the executive board of
the Jacksonville Civic Council, the regional CEO group.  Mr.
Greene is a graduate of Wake Forest University and holds a
Master's Degree in Health Administration from the Medical College
of Virginia and a Master's Degree of Divinity from the Southern
Baptist Theological Seminary in Louisville, Kentucky.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million on $22.93 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss available to common shareholders of $43.04 million on $26.25
million of total interest income for the year ended Dec. 31, 2012.
The Company reported a net loss available to common shareholders
of $24.05 million in 2011.

As of June 30, 2014, the Company had $494.63 million in total
assets, $459.11 million in total liabilities and $35.52 million in
total shareholders' equity.


JACOBSEN RUGS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jacobsen Rugs, Inc.
           aka Jacobsens Rugs Inc
           fdba Charles W. Jacobsen, Inc
        225 Wilkinson Street
        Syracuse, NY 13204

Case No.: 14-31366

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Hon. Margaret M. Cangilos-Ruiz

Debtor's Counsel: Theodore L. Araujo, Esq.
                  BODOW LAW FIRM PLLC
                  Bankruptcy Law Center
                  Nettleton Commons
                  313 East Willow St, Suite 105
                  Syracuse, NY 13203-1905
                  Tel: (315) 422-1234
                  Fax: 315-883-1322
                  Email: Ted.araujo@bodowlaw.com

Total Assets: $2.97 million

Total Liabilities: $308,891

The petition was signed by Brent Goodsell, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb14-31366.pdf


KONSTANTIN KUPFER: Sec. 502(b)(6) Cap Doesn't Apply to Atty Fees
----------------------------------------------------------------
KUPFER, et al., Appellants, v. SALMA, et al., Appellees, CASE NO.
14-CV-00668-WHO (N.D. Cal.), raises the question of the extent to
which attorney's fees and costs awarded against the Debtors,
Konstantin and Margarita Kupfer, in a pre-petition arbitration
proceeding that established the Debtors' obligation to creditors
for the breach of two leases are subject to the Bankruptcy Code's
cap on claims by creditors for damages resulting from the
termination of a lease.  Bankruptcy Judge Dennis Montali
determined that the fees and costs are not capped.

District Judge William H. Orrick of the Northern District of
California affirmed, saying the the pre-petition award of
attorney's fees and costs was collateral damages and not capped by
Section 502(b)(6) of the Bankruptcy Code.

The Creditors include Karim Salma and Roberta Salma as trustees of
the Salma Family Trust, Lindsey S. Bruel, Riyad R. Salma, and
Laith K. Salma.

The Kupfer were tenants of the Creditors under two separate
commercial leases for property located at 1375-1395 Burlingame
Avenue, Burlingame, California.  The Debtors defaulted on each
lease at different times prior to their bankruptcy petition.

In arbitration, the Creditors were awarded $137,250 for attorney's
fees and $56,934.18 for arbitration costs -- a total of
$194,184.18.  The arbitration award issued on June 19, 2013:
adding the fees and costs to the damages for Suite 106 and Suite
205, the total award amounted to $1,481,583.18.

The Kupfer filed for Chapter 11 bankruptcy on July 16, 2013.  They
filed an objection to the Creditors' claim based on the Bankruptcy
Code Sec. 502(b)(6) cap on claims "for damages resulting from the
termination of a lease of real property."  The cap, as applied to
the Debtors' case, consists of unpaid rent prior to surrender,
plus "rent reserved" measured at the cost of rent for 15% of the
remaining lease period.

A copy of the District Court's Aug. 26 Order is available at
http://is.gd/sHPqb8from Leagle.com.

The Kupfers are represented by Iain A. Macdonald, Esq., Matthew
Jon Olson, Esq., and Reno F.R. Fernandez, III, Esq., at Macdonald
Fernandez LLP; and Merle Cooper Meyers, Esq., at Meyers Law Group,
PC.

The creditors are Karim Salma, Roberta Salma, Lindsey S. Bruel,
Riyad R. Salma, amd Laith K. Salma.  They are represented by Merle
Cooper Meyers, Esq., and Michele Thompson, Esq., at Meyers Law
Group, P.C.; and Philip Sochet Keith, Esq., Attorney at Law.


LAKELAND INDUSTRIES: Multiplica to Help Unit Secure Financing
-------------------------------------------------------------
Lakeland Industries, Inc., said it completed a first phase of the
refinancing of Lakeland Brazil.  Through an agreement signed with
Multiplica Solucoes Empresariais Ltda, a private equity turnaround
specialist based in Brazil with direct experience in the
protective apparel business, Lakeland Brazil has been
collateralized for and assisted with securing lending facilities
with Brazilian lenders.

Lakeland Brazil, a wholly-owned subsidiary of Lakeland Industries,
has received from Multiplica assistance in securing initial
financing in order to alleviate cash flow constraints, thereby
enabling Lakeland's Brazilian unit to grow its sales and
potentially return to profitability.  Assistance from Multiplica
is anticipated to take the form of, but is not limited to, loan
guarantees on behalf of Lakeland Brazil to various financial
institutions, strategies relating to payment of invoices,
financing of accounts receivable, factoring, and negotiations with
suppliers and banks.

Fees paid by Lakeland Brazil to Multiplica will be based upon an
agreed formula of the greater of approximately US$11,000 per month
or 10% of the EBITDA of the Brazil subsidiary calculated quarterly
as compensation for the financial backing, security pledge and
ongoing advisory services, which includes the provision of a
separately compensated in-house financial analyst working for
Lakeland Brazil.  Compensation commenced due to the opening of
financial lending facilities that are being collateralized by
Multiplica assets.  In addition, Multiplica will be entitled to
10% of the proceeds upon any future sale of Lakeland Brazil by
Lakeland Industries.  Fees due to Multiplica and indebtedness
incurred by Lakeland Brazil through this agreement are non-
transferrable to the parent company, Lakeland Industries, which
will remain unencumbered by the Company's Brazilian unit.

"We are pleased to announce this significant step in establishing
Lakeland Brazil as financially self-sustaining," said Christopher
J. Ryan, president and chief executive officer of Lakeland
Industries.  "Lakeland Brazil remains an important asset in our
global operations, although we are now emerging from what has been
a nearly three-year period of operational and financial
challenges.  With the assistance of Multiplica, our turnaround of
Lakeland Brazil is nearly complete, yet it was imperative to
maintain the integrity of the balance of our worldwide operations.
To this end, Lakeland Brazil has for most practical purposes
already been separated from the consolidated financial performance
of Lakeland Industries as it relates to commercial lender
negotiations.  The agreement with Multiplica maintains this
strategy and represents a very acceptable arrangement for parent-
company risk management purposes and subsidiary-level growth
initiatives.  As the final phases for refinancing Lakeland Brazil,
we have established lending facilities in Brazil and, with that
now in place, expect to be able to operate unfettered in building
a growing business and a credit rating worthy of more permanent
financing."

Pursuant to this agreement, Multiplica has enabled several smaller
loans to be completed utilizing their guaranty.  The agreement
with Multiplica took effect on August 27 when the cumulative loans
they assisted in obtaining reached $R500,000 (approximately
US$217,000).

The agreement with Multiplica is cancellable by Lakeland Brazil on
180 days' notice or by Multiplica on 60 days' notice.  Should the
agreement be cancelled, Lakeland Brazil will have 180 days in
which to either repay or remove the guaranty for any obligations
guaranteed by Multiplica.

Additional details pertaining to the agreement with Multiplica are
reflected in Lakeland Industries Current Report on Form 8-K filed
with the Securities and Exchange Commission, a copy of which is
available at http://is.gd/lGp93q

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, as compared with a
net loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."


LEAR CORP: Everett Smith Deal No Impact on Moody's 'Ba2' CFR
------------------------------------------------------------
Moody's Investors Service said Lear Corporation's agreement to
acquire Everett Smith Group, Ltd (Eagle Ottawa) does not currently
impact Lear's Ba2 Corporate Family Rating, Speculative Grade
Liquidity Rating at SGL-1, and positive outlook.

The last rating action for Lear was on March 11, 2014 when the
Corporate Family Rating of Ba2 was affirmed and positive rating
outlook maintained.

The principal methodologies used in rating Lear were Global
Automotive Supplier Industry published in May 2013, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $16.3
billion for the fiscal year 2013.


LIQUIDMETAL TECHNOLOGIES: Registers to Sell 75 Million Shares
-------------------------------------------------------------
Liquidmetal Technologies, Inc., filed a Form S-3 prospectus with
the U.S. Securities and Exchange Commission to register 75,000,000
shares of the Company's common stock that it may sell to Aspire
Capital Fund, LLC, pursuant to a purchase agreement.  The prices
at which the selling stockholder may sell the shares will be
determined by the prevailing market price for the shares or in
negotiated transactions.

On Aug. 20, 2014, the Company entered into a common stock purchase
agreement with Aspire Capital Fund, LLC, which provides that
Aspire Capital is committed to purchase up to an aggregate of $30
million of the Company's shares of common stock over the
approximately 36-month term set forth in the Purchase Agreement.
Concurrently with entering into the Purchase Agreement, the
Company also entered into a registration rights agreement with
Aspire Capital in which the Company agreed to file one or more
registration statements the sale of the shares of the Company's
common stock that may be issued to Aspire Capital under the
Purchase Agreement.

The Company will not receive proceeds from the sale of the shares
by Aspire Capital.  However, the Company may receive proceeds of
up to $30 million from the sale of its common stock to Aspire
Capital once the registration statement is declared effective.

The Company's common stock is traded on the OTCQB marketplace
through OTC Link, an inter-dealer quotation and trading system
developed by OTC Markets Group, under the ticker symbol "LQMT."
On Aug. 22, 2014, the last reported sale price per share of the
Company's common stock was $0.24 per share.

A copy of the Form S-3 filing with the U.S. Securities and
Exchange Commission is available at http://is.gd/kmzwtY

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $14.24
million on $1.02 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $14.02 million on $650,000 of total revenue for the year ended
Dec. 31, 2012.

The Company's balance sheet at June 30, 2014, showed $16.01
million in total assets, $8.45 million in total liabilities, and
stockholders' equity of $7.56 million.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


LOUDOUN HEIGHTS: Opposes Bid to Revisit M&T Settlement Ruling
-------------------------------------------------------------
Loudoun Heights, LLC asked U.S. Bankruptcy Judge Brian Kenney to
deny the motion filed by Little Piney Run Estates LLC to
reconsider his previous decisions that approved the settlement it
made with M&T Bank and the sale of so-called stream credits.

In a court filing, Loudoun Heights refuted claims of LPRE that the
settlement cannot legally be performed because Loudoun Mitigation
Bank LLC is dissolved and cannot engage in business other than
winding up its affairs.

According to LPRE, Loudoun Mitigation, the company which under the
terms of the settlement will sell the stream credits, terminated
pursuant to the terms of its operating agreement.

Frank Bredimus, Esq., at The Law Office of Frank Bredimus PLC, in
Hamilton, Virginia, said LPRE presented no evidence at the June 5
evidentiary hearing regarding Loudoun Mitigation's current
operating agreement.

"The court has received no evidence or testimony as to what is the
current operating agreement for [Loudoun Mitigation] or if the
company has an oral operating agreement," Mr. Bredimus said.

The lawyer said Loudoun Mitigation is a "valid and operating"
company and is in good standing with the Virginia State
Corporation Commission.

The motion also drew flak from creditor M&T Bank.  The bank said
the argument that Loudoun Mitigation terminated pursuant to its
operating agreement was "improperly raised for the first time in
the motion" and should be rejected for that reason alone.

M&T Bank is represented by:

         Carl A. Howard, Esq.)
         Michael G. Gallerizzo, Esq.
         GEBHARDT & SMITH LLP
         One South Street, Suite 2200
         Baltimore, Maryland 21202
         Tel: (410) 385-5015
         Fax: (443) 957-4333
         E-mail: choward@gebsmith.com

                        About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.


M P HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: M P Holdings LLC
        2001 E. Pass Road
        Gulfport, MS 39507

Case No.: 14-51347

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Southern District of Mississippi
      (Gulfport-6 Divisional Office)

Judge: Hon. Katharine M. Samson

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  BYRD & WISER
                  145 Main Street
                  Biloxi, MS 39530
                  Tel: (228) 432-8123
                  Fax: (228)432-7029
                  Email: nwiser@byrdwiser.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Manuel Peixoto, managing member.

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


MAHALO ENERGY: Court Rejects Bid for Sanctions Against Trustee
--------------------------------------------------------------
Chief District Judge Gregory K. Frizzell denied the Motion for
Sanctions filed by defendants Grant A. MacKenzie, a partner of
former defendant Burnet, Duckworth & Palmer, LLP, and Jeff G.
Lawson, a former partner of BDP, against P. David Newsome, Jr.,
Liquidating Trustee of Mahalo Energy (USA), Inc., and his
attorneys.  They seek Rule 11 sanctions against th trustee for
reasserting legal malpractice allegations and claims in a First
Amended Complaint, despite the court's earlier dismissal of such
claims and the appellate court's affirmance of the dismissal.

On March 8, 2011, the Trustee filed the action against former
officers and directors of Mahalo USA and its parent, Mahalo Energy
Ltd., a Canadian company, as well as BDP and Lawson. The Trustee's
Complaint asserted claims for breach of fiduciary duties and
aiding and abetting breach of fiduciary duties. The claims against
BDP were based on legal services its attorneys provided the Parent
and affiliates. The claims against Lawson were based both on the
legal services he performed as a BDP partner and on his role as an
officer of the Parent.

The case is, P. DAVID NEWSOME, JR., LIQUIDATING TRUSTEE OF MAHALO
ENERGY (USA), INC., Plaintiff, v. WILLIAM GALLACHER, DUNCAN
CHISHOLM, GARY H. DUNDAS, JEFF G. LAWSON, JAMES BURNS, KEVIN
WOLFE, DAVID E. BUTLER and GRANT A. MACKENZIE, Defendants, CASE
NO. 11-CV-140-GKF-PJC (N.D. Okla.).  A copy of the District
Court's August 25 Opinion and Order is available at
http://is.gd/bqR9JWfrom Leagle.com.

P David Newsome, Jr, is represented by Ali MM Mojdehi, Esq., and
Janet Dean Gertz, Esq., at Cooley LLP; and Joshua D Wells, Esq.,
and William Bernard Federman, Esq., at Federman & Sherwood.

The Defendants are represented by Craig Alan Fitzgerald, Esq.,
John Henry Rule, II, Esq., and Sidney K Swinson, Esq., at Gable &
Gotwals.  Joseph R Farris, Esq., and Paula J Quillin, Esq., at
Feldman Franden Woodard & Farris, also represent certain of the
Defendants.

                   About Mahalo Energy (USA) Inc.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 protection (Bankr.
E.D. Okla. Case No. 09-80795) on May 21, 2009.  The Debtor sought
bankruptcy protection following a default in its secured debt,
resulting from increasing commodity prices and failure to meet
targets to overall production levels.

The Debtor tapped Stephen W. Elliott, Esq., at Kline, Kline,
Elliot & Bryant, PC, as counsel.  The Debtor estimated $10 million
to $50 million in assets and $100 million to $500 million in debts
as of the bankruptcy filing.

P David Newsome, Jr, was appointed as the liquidating trustee and
successor-in-interest to the claims of the reorganized debtor.


MARTIN PEMSTEIN: District Court Appeal Tossed
---------------------------------------------
District Judge Fernando M. Olguin in Central District of
California affirmed the bankruptcy court's order granting Harold
Pemstein's motion to dismiss a complaint filed by Martin Pemstein
for failure to state a claim upon which relief could be granted.

The dispute arises from the November 2005 bankruptcy and
dissolution of HMS Holding Company, which was a general
partnership between Martin and Harold.  HMS was dissolved pursuant
to a stipulation between the parties, which was approved by the
bankruptcy court.

Martin originally filed his lawsuit against Harold in the United
States Bankruptcy Court for the Central District of California,
for breach of contract, contempt of court, and declaratory relief.

A copy of the District Court's August 25 decision is available at
http://is.gd/7UQInifrom Leagle.com.

Martin Pemstein and Diana Pemstein, based in Newport Beach,
California, filed for Chapter 11 bankruptc (Bankr. C.D. Calif.
Case No. 10-15552) on April 28, 2010.  Judge Robert N. Kwan
oversees the case.  Nancy Knupfer, Esq., at Fredman Knupfer
Lieberman LLP, serves as the Pemsteins' counsel.  In their
petition, the Pemsteins estimated $1 million to $10 million in
assets, and under $1 million in debts.  A list of the Company's 12
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/cacb10-15552.pdf


MAXIM CRANE: Moody's Corrects Aug. 25 Ratings Release
-----------------------------------------------------
In an Aug. 28, 2014 announcement, Moody's Investors Service
corrected text of its Aug. 25, 2014 ratings release on Maxim Crane
Works L.P.

In the first sentence of the first paragraph, Moody's corrected
Maxim Crane Works L.P.'s previous Probability of Default Rating to
Caa1-PD from Caa1.  Also, in the debt list under Upgrades, moody's
added "PD" to the previous and current Probability of Default
ratings. The debt list now reads "Upgraded to B3-PD from Caa1-PD."


METRORIVERSIDE LLC: Macdonald Fernandez Approved as Counsel
-----------------------------------------------------------
MetroRiverside, LLC sought and obtained permission from the Hon.
Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California to employ Macdonald Fernandez LLP as
counsel.

The Debtor requires Macdonald Fernandez to:

   (a) assist the Debtor in administering the estate;

   (b) represent the Debtor in concluding the Chapter 11 case; and

   (c) prepare and file a Chapter 11 plan to bring its Chapter 11
       to conclusion.

The Debtor understands that its obligation to pay fees and costs
is subject to the Guidelines for Compensation and Expense
Reimbursement of Professionals and Trustees, promulgated by the
United States Bankruptcy Court for the Northern District of
California, and payment of such fees and costs are subject to
prior court approval.

Reno F.R. Fernandez III, partner of Macdonald Fernandez, 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.

Macdonald Fernandez can be reached at:

       Reno F.R. Fernandez, III, Esq.
       MACDONALD FERNANDEZ LLP
       221 Sansome Street
       San Francisco, CA 94104
       Tel: (415) 362-0449 ext. 204
       Fax: (415) 394-5544
       E-mail: reno@macfern.com

                   About MetroRiverside, LLC

MetroRiverside, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Calif. Case No. 14-30901) on June 12, 2014.  The
petition was signed by Siavash Barmand as manager.  The Debtor
disclosed total assets of $18.79 million and total liabilities of
$21.80 million.  MacDonald Fernandez LLP serves as the Debtor's
counsel.  Judge Dennis Montali oversees the case.

The Debtor operates a Hyatt Place hotel, franchised from Hyatt
Place Franchising LLC.  The Hotel is located at 3500 Market
Street, Riverside, California.


MF GLOBAL: District Court Reinstates "Thielman" Class Action
------------------------------------------------------------
Alleged former employees of Defendants, appeal from a decision of
Bankruptcy Judge Martin Glenn dismissing their Second Amended
Complaint with prejudice.  The Plaintiffs brought claims under the
federal and New York Worker Adjustment and Retraining Notification
Acts (the "WARN Acts") for the Defendants' failure to provide the
required advance notice of their termination.  The Bankruptcy
Court previously dismissed the Plaintiffs' claims against MF
Global Inc. pursuant to the liquidating fiduciary doctrine, and
then dismissed their claims against MF Global Holdings, Ltd., MF
Global Finance USA, Inc., and MF Global Holdings USA, Inc. for the
Plaintiffs' failure to allege that they were employed by any
Defendant other than MFGI.

In an August 14 Opinion and Order available at http://is.gd/DBhh7q
from Leagle.com, District Judge Lorna G. Schofield reversed the
Bankruptcy Court's decision and remanded the action to the
Bankruptcy Court for further proceedings.

The case is, TODD THIELMAN, et al., Plaintiffs, v. MF GLOBAL
HOLDINGS, LTD., et al., Defendants, NO. 13 CIV. 07218 (LGS)
(S.D.N.Y.).

Todd Thielmann, Appellant, is represented by Jack A. Raisner,
Outten & Golden,LLP & Rene Sara Roupinian, Outten & Golden,LLP.
The other appellants represented by the same firm are Pierre-Yvan
Desparois, Sandy Glover-Bowlers, Arton Sina, and Natalia Sivova.

MF Global Holdings LTD., et al. are represented by James D
Vandewyngearde, Esq., and Robert Steven Hertzberg, Esq. --
vandewyj@pepperlaw.com and hertzbergr@pepperlaw.com -- at Pepper
Hamilton LLP.

                        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.


MINERAL PARK: Arizona Mine Operator in Chapter 11 to Sell Biz
-------------------------------------------------------------
Canadian company Mercator Minerals Ltd. sent its copper mine in
Kingman, Arizona to bankruptcy with plans to sell the mine after a
deal to merge with Intergeo MMC Ltd. fell apart.

MML's Mineral Park, Inc., owns Mineral Park Mine, which
encompasses 6,497 acres of contiguous ground in the Wallapai
mining district located in the Cerbat Mountains in Northwestern
Arizona.  The Mineral Park Mine is an open mine operation that
utilizes drilling, shovel, loading and truck hauling to excavate
rock, which are processed into copper, molybdenum and silver
concentrates and cathode copper for commercial sale.

For the fiscal year ended Dec. 31, 2013, Mineral Park had revenue
of $222.3 million.  Mineral Park during the period sold 35.9
million pounds of copper and 9.2 million pounds of molybdenum in
concentrates and delivered 0.5 million ounces of silver.

As of the Petition Date, Mineral Park has 415 employees.

                       Road to Bankruptcy

In light of the commodity price environment, capital market
conditions and other challenges, MML commenced a process to review
strategic alternatives in mid-2013.

On Dec. 12, 2013, MML announced that it had entered into an
arrangement agreement with Intergeo MMC Ltd. and ancillary
documentation to effect a business combination through a plan of
arrangement under Canadian Law.  In connection with the
transaction, Daselina Investments Ltd., Integro's shareholder,
agreed to advance up to $14 million to Mineral Park by way of a
bridge loan to provide the company with sufficient funding to
stabilize its operations until the transaction could be
consummated.  On Aug. 1, 2014, MML announced that the completion
deadline for the agreement had not been extended and therefore the
arrangement agreement with Itergeo had termination in accordance
with its terms.

In addition to the bridge financing from Daselina, Mineral Park
has a prepetition credit facility in place with various lenders.
Such financing is senior to the liens and claims of Daselina.
Various defaults have occurred under the senior credit facility
and Mineral Park has been operating under a forbearance agreement
with its lenders.  With the expiration of the forbearance on
Aug. 15, 2014, and an unwillingness on the part of the lenders to
extend any further accommodations to Mineral Park outside of
bankruptcy, the Debtors commenced the Chapter 11 cases in order to
avoid any disruption in the Debtors' operations and to pursue an
orderly process for the sale of their assets.

                   Prepetition Capital Structure

As of the Petition Date, Mineral Park's obligations under the
credit agreement with Societe General, as administrative agent,
totaled $86,786,667 in principal, plus accrued interest and fees.
Mineral Park also has $16,183,108 outstanding to lenders under
hedging agreements with Societe General, Portigon AG, New York
Branch, Barclays Bank PLC, and Credit Suisse International.

The face amount outstanding under the intercompany note held by
Silver Wheaton (Cyamans) Ltd. pursuant to a silver purchase
agreement is $50 million as of the Petition Date.

As of the Petition Date, the principal obligations to Desalina
total $13 Million.

General unsecured debt total $11.5 million.

Debtor-affiliate Bluefish Energy Corporation, the owner and
operator of the industrial gas turbine power generator at the
Mine, has $20.8 million in principal outstanding under a secured
loan from Trafigura AG, and has general unsecured debt totaling
$2.5 million.

                        First Day Motions

The Debtor on the Petition Date filed motions to:

   -- use cash collateral;

   -- pay wages and benefits to employees;

   -- maintain their existing cash management system;

   -- maintain a deposit of $1,043,229 with utility providers;

   -- pay $425,000 in prepetition shipping, customs and related
      charges;

   -- pay prepetition claims of critical vendors; and

   -- extend the deadline to file schedules of assets and
      liabilities and statements of financial affairs by
      an additional 20 days through and including Oct. 14, 2014.

A hearing on the first day motions was held on Aug. 27, 2014 at
11:00 a.m. (ET) before the Honorable Kevin J. Carey (in place of
the Honorable Kevin Gross, who is on vacation).  A final hearing
on certain of the first day motions will be held on Sept. 23, 2014
at 2:00 pm (ET).

                        About Mineral Park

Mineral Park, Inc., and three affiliates commenced proceedings
under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25,
2014.  The cases are pending before the Honorable Kevin J. Carey
and are jointly administered under Case No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.  Mineral Park's principal
asset is the Mineral Park Mine, a producing copper-molybdenum mine
located near Kingman, Arizona.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

Mineral Park estimated $100 million to $500 million in assets and
debt.


MINERAL PARK: Cash Collateral to Fund Mining Operations
-------------------------------------------------------
Mineral Park, Inc., which has not obtained postpetition financing,
has sought urgent approval to use cash collateral.

Marc S. LeBlanc, the corporate secretary, explains that the Debtor
said that without access to cash collateral, it will not be able
to continue operations or to effectuate an orderly sale process.

Mineral Park, which employs 415 people, is the second largest
employer in Mohave County, Arizona, second only to the County
itself.  Mineral Park currently has two 12-hour shifts working in
ongoing operations in Mineral Park, Arizona.  Without immediate
access to cash collateral, Mineral Park would be forced to
immediately cease mining operations and terminate all employees,
Mr. LeBlanc said.

Bluefish Energy Corp., a debtor-affiliate, does not intend to make
payments or otherwise utilize cash collateral on a postpetition
basis, but Mineral Park will make payments on behalf of Bluefish
in consideration of power supplied to Mineral Park by Bluefish
postpetition.

As of the Petition Date, Mineral Park has this outstanding
indebtedness:

   -- Mineral Park's obligations under a credit agreement with
Societe General, as administrative agent, totaled $86,786,667 in
principal, plus accrued interest and fees.  Mineral Park also has
$16,183,108 outstanding to lenders under hedging agreements with
Societe General, Portigon AG, New York Branch, Barclays Bank PLC,
and Credit Suisse International.

   -- The face amount outstanding under the intercompany note held
by Silver Wheaton (Caymans) Ltd. pursuant to a silver purchase
agreement is $50 million.

   -- Principal obligations to Daselina Investments Ltd. on a
bridge loan total $13 million.

Debtor-affiliate Bluefish Energy Corporation has $20.8 million in
principal outstanding under a secured loan from Trafigura AG.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP,
explained in a court filing that Societe General is consenting to
the entry of the interim order authorizing the use of cash
collateral.  Daselina is not entitled to adequate protection
pursuant to its intercredit agreement with SG.  Silver Wheaton is
adequately protected by Mineral Park's agreement to reserve the
postpetition proceeds of silver sales.  Moreover, the secured
parties will be adequately protected by Mineral Park's proposed
use of cash collateral in at least three ways: (1) the going
concern value of Mineral Park's business will be preserved, at
least for a time; (2) Mineral Park is projected to breakeven or
better on a cash flow basis based on various reasonable
assumptions relative to commodity pricing, equipment availability
and other key operating parameters; and (3) Mineral Park is
proposing to provide further adequate protection in favor of SG in
the form of an adequate protection lien.

Mineral Park's proposed interim order provides that its ability to
use cash collateral pursuant to the interim order will end within
45 days following the Petition Date unless a final order has been
entered.  Thereafter, it is expected that the Debtors will have
access to cash collateral through the end of December 2014 in
order to complete a sale process.

                        About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

Mineral Park estimated $100 million to $500 million in assets and
debt.


MINERAL PARK: Taps Prime Clerk as Claims & Noticing Agent
---------------------------------------------------------
Mineral Park, Inc., and its affiliated debtors seek approval from
the bankruptcy court to employ Prime Clerk LLC as claims and
noticing agent in the chapter 11 cases.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Analyst                           $45
     Technology Consultant            $100
     Consultant                       $120
     Senior Consultant                $155
     Director                         $190

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Consultant          $155
     Director of Solicitation         $190

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge.  For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.

Benjamin P. D. Schrag, the executive vice president of Prime
Clerk, attests that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors are filing a separate application to employ Prime
Clerk as administrative advisor pursuant to Sec. 327(a) of the
Bankruptcy Code because the administration of the Chapter 11 cases
will require Prime Clerk to perform duties outside the scope of 28
U.S.C. Sec. 156(c).

The firm maintains a Web site:

             http://cases.primeclerk.com/Mineralpark/

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450

                        About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

Mineral Park estimated $100 million to $500 million in assets and
debt.


MINERAL PARK: To Pay $2-Mil. for Critical Vendor Claims
-------------------------------------------------------
Mineral Park, Inc., and its affiliated debtors seek approval from
the bankruptcy court to pay, at their own discretion, up to $2
million for certain prepetition claims of critical vendors and
service providers.

The Debtors have closely reviewed their books and records as of
the Petition Date and believe that a cap of $2 million is
sufficient to satisfy the critical vendor claims and stabilize the
Debtors' business.  The Debtors propose to pay the critical vendor
claims upon reaching an understanding with an individual critical
vendor that the vendor is to continue supplying goods or services
to the Debtors on the most favorable terms and practices that
existed within the past year.

                        About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

Mineral Park estimated $100 million to $500 million in assets and
debt.


MINERAL PARK: Meeting to Form Creditors' Panel Set for Sept. 9
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Sept. 9, 2014, at 10:30 a.m. in
the bankruptcy case of Mineral Park, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

Mineral Park estimated $100 million to $500 million in assets and
debt.


MINERAL PARK: Section 341(a) Meeting Scheduled for Sept. 23
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Mineral Park Inc.
is scheduled for Sept. 23, 2014, at 10:30 a.m. at J. Caleb Boggs
Federal Building, 844 King St., Room 2112, in Wilmington,
Delaware.

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 Mineral Park

Mineral Park, Inc., and three affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 14-11996 to 14-
11999) on Aug. 25, 2014.  Marc S. LeBlanc signed the petitions as
corporate secretary.  The Debtors estimated assets of $100 million
to $500 million and liabilities of $100 million to $500 million.

Pachulski Stang Ziehl & Jones LLP acts as the Debtors' counsel.
Prime Clerk LLC is the Debtors' claims and noticing agent.  FTI
Consulting, Inc., serves as the Debtors' financial advisor.
Evercore Group LLC acts as the Debtors' investment banker.


MOHEGAN TRIBAL: Moody's Affirms B3 CFR & Changes Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service changed Mohegan Tribal Gaming
Authority's (MTGA) rating outlook to negative from stable. Moody's
affirmed the company's B3 Corporate Family rating, B3-PD
Probability of Default rating, B2 bank debt rating, B3 senior
unsecured debt, and Caa2 senior subordinated debt rating.

Rating Rationale

The change in MTGA's rating outlook to negative reflects continued
declines in Mohegan's revenues (-3.9%) and EBITDA
(-19%) for the first nine months of 2014. These trends have caused
debt/EBITDA to climb to 6.5 times for the 12-month period ended
June 30, 2014 from 5.4 times at fiscal year-end 2013. Moody's
estimates debt/EBITDA at fiscal year-end September 2014 will
approximate 6.7 times on flat EBITDA and slightly higher debt in
the fourth quarter versus the same period in 2013. MTGA has
adequate liquidity comprised of $71 million in cash (some of which
is required to support operations) and about $76.2 million of
borrowing capacity under its $100 million revolving credit
facility as of June 30, 2014. However, the company's covenant
cushion is tight, which remains a concern given earnings pressure.

Moody's expects gaming revenues in Connecticut (and at MTGA) will
continue to fall due to reduced spending by gaming consumers
experiencing weak growth in disposable income. Despite revenue
pressure over the next twelve months, Moody's believe MTGA has a
reasonable opportunity to increase EBITDA margins resulting in
flat EBITDA in the fourth quarter of 2014 and in 2015. Moody's
expect an approximate $10 million reduction in corporate expense
(no further spending needed for Massachusetts gaming license), and
a modest level of cost savings. Additionally, MTGA is expected to
generate positive free cash flow in 2015 as relinquishment
payments end, and so debt levels could drop by up to $40 million
due to mandatory debt amortization and debt prepayment from free
cash flow resulting in debt/EBITDA at year-end 2015 under 6.5
times.

Ratings could be downgraded if: the Connecticut gaming market
revenue declines accelerate, MTGA's EBITDA declines continue, if
MTGA does not show improvement in leverage over the next few
quarters or if it appears likely the company will have difficulty
meeting its financial covenants. An outlook revision to stable
would require a stabilization in the company's revenue and
earnings performance and a reduction in leverage.

Ratings affirmed:

Corporate Family rating at B3

Probability of Default rating at B3-PD

Senior secured revolver due 2018 at B2, LGD3

Senior secured term loan A due 2018 at B2, LGD3

Senior secured term loan B due 2019 at B2, LGD3

9.75% senior unsecured notes due 2021 at B3, LGD3

6.875% senior subordinated notes at Caa2, LGD6

The principal methodology used in this rating was Global Gaming
Industry 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.


MOMENTIVE PERFORMANCE: Confirmation Hearing to Resume Sept. 9
-------------------------------------------------------------
At a hearing on August 26, 2014, the Bankruptcy Court in White
Plains, N.Y. stated its intent to consider Momentive Performance
Materials Inc.'s proposed confirmation order and issues related
thereto at a date to be determined.  The Debtors have since set
Sept. 9, 2014 at 2:00 p.m. (EST) as the date and time for such
hearing.

At the Aug. 26 hearing, the Court indicated that it will enter an
order confirming the Company's restructuring plan once certain
modifications have been made to the plan.

As reported by the Troubled Company Reporter on Aug. 28, 2014,
Momentive said it expects to "complete the modifications shortly
and to formally emerge from Chapter 11 within the next few weeks."

As reported by the TCR on Aug. 27, The Wall Street Journal's Tom
Corrigan reported that Bankruptcy Judge Robert Drain:

     1. declined to confirm Momentive's, saying that the company's
highest-ranking bondholders were entitled to a slightly higher
interest rate than what the plan currently provides.  Judge Drain
said he would confirm the plan if the company amended the document
to provide that higher interest rate.

     2.  ruled that Momentive doesn't owe its senior bondholders
so-called make-whole payments, or premiums the bondholders argued
Momentive should be forced to pay for refinancing their bonds.  He
did find that the bondholders are entitled to a slightly higher
interest rate.

     3. the treatment of Momentive's senior subordinated
bondholders, who are owed $382 million, under the plan was legal
and appropriate.

WSJ noted that the bondholders have filed a lawsuit challenging
their placement at near the bottom of the creditor priority list,
which would leave them unpaid. If they prevailed, Momentive's
restructuring plan would have required a revision to account for
the bondholders' change in status.

Meanwhile, certain Requisite 1.5 Lien Noteholders have file a
motion to change their Plan vote from "rejecting" to "accepting"
the Plan.  The Requisite 1.5 Lien Noteholders are Watershed Asset
Management LLC, MacKay Shields LLC, Fidelity Management & Research
Company, Hotchkis and Wiley Capital Management, LLC, Lord, Abbett
& Co. LLC, Hartford Investment Management Company, and Phoenix
Investment Adviser LLC, on behalf of themselves and investment
accounts owned or managed by them.

The Requisite 1.5 Lien Noteholders previously voted, as members of
Class 5 (1.5 Lien Note Claims), to reject the Proposed Plan. The
Requisite 1.5 Lien Noteholders believe that the votes of the
Requisite 1.5 Lien Noteholders, together with the votes originally
cast in favor of the Proposed Plan, are sufficient in number and
amount to create an accepting class under the Bankruptcy Code.

The key terms of the Plan include a $600 million rights offering,
which will provide a significant equity infusion to the Company
and 100% recovery to trade creditors and other general unsecured
creditors.  Upon emergence, Momentive will have eliminated $3
billion of debt from its balance sheet, and will have liquidity of
approximately $425 million and net debt of $1.2 billion.

Starting on August 22, 2014, the Requisite 1.5 Lien Noteholders
retained Curtis for the limited purpose of preparing, filing, and
prosecuting the motion pursuant to Bankruptcy Rule 3018 in
connection with the 1.5 Lien Notes.  The firm may be reached at:

     Steven J. Reisman, Esq.
     Michael J. Moscato, Esq.
     Theresa A. Foudy, Esq.
     CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
     101 Park Avenue
     New York, NY 10178-0061
     Tel: (212) 696-6000
     Fax: (212) 697-1559
     E-mail: sreisman@curtis.com
             mmoscato@curtis.com
             tfoudy@curtis.com

                   About Momentive Performance

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

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

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and 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.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MUSCLEPHARM CORP: Five Directors Elected to Board
-------------------------------------------------
MusclePharm Corporation held its 2014 annual meeting of
stockholders on Aug. 25 2014, according to a regulatory filing
with the U.S. Securities and Exchange Commission.  At the Meeting,
the stockholders:

    (1) elected Bradley Pyatt, Richard F. Estalella, Michael J.
        Doron, Daniel J. McClory and Gregory Macosko as directors;

    (2) ratified the appointment of EKS&H LLP as the Company's
        independent auditors for the fiscal year ending Dec. 31,
        2014; and

    (3) approved the issuance of 1,500,000 shares of Company
        common stock to certain employees, including executive,
        pursuant to restricted stock agreements.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm reported a net loss after taxes of $17.71 million in
2013, a net loss after taxes of $18.95 million in 2012 and a net
loss of $23.28 million in 2011.

As of June 30, 2014, the Company had $66.93 million in total
assets, $28.83 million in total liabilities and $38.09 million in
total stockholders' equity.


NATROL INC: Wants to Hire BDO USA as Auditor
--------------------------------------------
Natrol, Inc. and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ BDO
USA LLP as auditor.

The Debtors seek to retain BDO USA during these Chapter 11 Cases
to audit the consolidated financial statements for 2013 of Natrol,
Inc.  Subject to Court approval, BDO USA will audit the
consolidated financial statements of Natrol, Inc., which comprise
the consolidated balance sheet as of Dec. 31, 2013, and the
related consolidated statements of income and comprehensive
income, stockholders' equity, and cash flows for the year then
ending, and the related notes to the consolidated financial
statements (the "2013 Audit").

In addition, pursuant to the terms of the engagement letter
attached hereto as Exhibit C (the "Financial Analyses Engagement
Letter"), the Debtors also seek to retain BDO USA to provide
certain financial analyses of the Debtors' financial records for
the periods ending Dec. 31, 2012, Dec. 31, 2013, and July 31, 2014
(the "Historical Periods").  In particular, for the Historical
Periods, BDO USA will (i) analyze the quality of the Debtors'
internal financial information; (ii) prepare an analysis of
adjusted EBITDA; (iii) analyze monthly trial balances, operating
trends, and the components of operating expenses; and (iv) analyze
monthly working capital by component, the summaries of accounts
receivable, inventories, accounts payable, accrued liabilities,
and planned capital expenditures (the "Financial Analyses").

BDO USA will be paid at these hourly rates:

       Partners               $400-$600
       Senior Managers        $300-$500
       Managers               $250-$350
       Seniors                $175-$250
       Staff                  $125-$175

In consideration of the audit and financial analyses services to
be provided by BDO USA, the Debtors have agreed to compensate and
reimburse BDO USA based on a combination of fixed fees and agreed
hourly rates. The fixed fee for the 2013 Audit is $50,000. The
fixed fee for the Financial Analyses is $150,000 (collectively,
the "Fixed Fees"). BDO USA requires a retainer equal to 50% of the
set fixed fee upon execution of an engagement letter. The retainer
for the Fixed Fees would, therefore, normally be $100,000 (the
"Retainers").

The Debtors request that the Court authorize them to provide BDO
USA with the retainers upon approval of BDO USA's retention.

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

Anthony A. Ferguson, partner of BDO USA, 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.

BDO USA can be reached at:

       Anthony A. Ferguson
       BDO USA LLP
       270 Presidential Drive
       Wilmington, DE 19807
       Tel: (310) 557-8258
       E-mail: aferguson@bdo.com

                         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.

Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.).  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.


NAVISTAR INTERNATIONAL: To Webcast Q3 Results on Sept. 3
--------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2014 third quarter financial results on Wednesday,
September 3rd, according to a document filed with the U.S.
Securities and Exchange Commission.  A live web cast is scheduled
at approximately 9:00 a.m. Eastern.  Speakers on the web cast will
include Troy Clarke, president and chief executive officer, Jack
Allen, executive vice president and chief operating officer,
Walter Borst, executive vice president and chief financial
officer, and other company leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at
http://www.navistar.com/navistar/investors/webcasts

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the web cast to allow sufficient
time for downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.  The Company's balance sheet at
April 30, 2014, showed $7.72 billion in total assets, $11.79
billion in total liabilities and a $4.07 billion total
stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy.  Other rating concerns
are already incorporated in the 'CCC' rating.


NEW BERN RIVERFRONT: Weaver Claim Against WSI Tossed
----------------------------------------------------
U.S. Bankruptcy Judge Stephani W. Humrickhouse granted the motion
for summary judgment filed by Waterproofing Specialties, Inc.
regarding the third party complaint of Weaver Cooke Construction,
LLC.  Weaver Cooke asserts negligence and breach of express
warranty claims against WSI related to the development of the
SkySail Luxury Condominiums in New Bern, North Carolina.

The Court said WSI's motion for summary judgment on its statute of
limitations defense is granted as it relates to "balcony door
sequencing defects" and "brick veneer sequencing defects."
Additionally, WSI's motion for summary judgment on Weaver Cooke's
negligence and breach of warranty claims is granted as it relates
to work performed by WSI on the parking and pool decks.

A copy of Judge Humrickhouse's' August 27 Order available at
http://is.gd/Ah4IQwfrom Leagle.com.

Debtor New Bern Riverfront Development, LLC, the owner and
developer of the SkySail Project, filed on March 30, 2009, an
action in Wake County Superior Court against nine individual
defendants related to the alleged defective construction of the
SkySail Condos.  The named defendants in the State Action
included: New Bern's general contractor, Weaver Cooke; Travelers
Casualty and Surety Company of America; National Erectors Rebar,
Inc. f/k/a National Reinforcing Systems, Inc.; and certain
subcontractors of the general contractor.  The State Action was
removed to the United States District Court for the Eastern
District of North Carolina on December 16, 2009, and subsequently
transferred to this court on February 3, 2010.  After voluntarily
dismissing its causes of action as to the subcontractors named as
defendants in the State Action, New Bern filed its first amended
complaint on May 6, 2010, asserting claims against Weaver Cooke;
Travelers; National Erectors Rebar, Inc. f/k/a NRS, and the
additional parties of J. Davis Architects, PLLC, and Fluhrer Reed,
PA.

Weaver Cooke filed an answer to New Bern's first amended complaint
and a third-party complaint against Wachovia Bank, National
Association and Wells Fargo & Company f/d/b/a Wachovia
Corporation. Absent as third-party defendants in Weaver Cooke's
original third-party complaint were any of the subcontractors
hired by Weaver Cooke during the construction of the SkySail
Project.  Weaver Cooke then filed its second, third-party
complaint asserting claims of negligence, contractual indemnity
and breach of express warranty against many of the subcontractors
hired during the construction of the SkySail Project, including
WSI.

                     About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  New Bern Riverfront filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-10340) on Nov. 30, 2009.  John A. Northen, Esq., at Northen
Blue, LLP, represents the Debtor.  The Company disclosed
$31,515,040 in assets and $25,676,781 in liabilities as of the
Chapter 11 filing.

New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A.  The Debtor contemplates
selling properties.


NEWLEAD HOLDINGS: Morris Bawabeh Reports 3% Equity Stake
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Morris Bawabeh and Kulayba LLC disclosed that as of
July 22, 2014, they beneficially owned 1,000,500 shares of common
stock of Newlead Holdings Ltd. representing 3 percent of the
shares outstanding based on approximately 33,400,000 shares of
Common Stock outstanding as indicated in the Company's's report on
Form 6-K filed on Aug. 21, 2014.  A copy of the regulatory filing
is available for free at http://is.gd/npEgx8

                    About NewLead Holdings Ltd.

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

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

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


PACIFIC THOMAS: Gets Approval to Sell Facility to Comcore
---------------------------------------------------------
Pacific Thomas Corp.'s bankruptcy trustee received court approval
to sell the company's self-storage facility to Comcore, Inc.

Judge M. Elaine Hammond of U.S. Bankruptcy Court for the Northern
District of California signed off on an order approving the sale
of the facility as well as the adjacent driveways and parking lots
for $12.95 million.

Secured creditors Bank of the West and Summit Bank, which hold a
lien on the property, have consented to the sale on condition that
the company closes the deal by Nov. 25, and they continue to
receive payments as "adequate protection" until the closing of the
sale.

Bank of the West will receive full payment while the other bank
will receive $7.9 million at closing of the sale of the property.

Pacific Thomas was previously given the go-signal by the court to
sell the facility as well as two commercial buildings known as
Tuffy and Morse to Parker Pacific Group, which offered to buy the
properties for $13.75 million.

The company, however, failed to close the deal because one of its
secured creditors, which holds a lien on the commercial buildings,
did not consent to the sale of the properties "free and clear" of
its lien, according to court filings.

After its failure to close the sale, Pacific Thomas received a
$14 million offer from Jarvie Property Acquisition, the other
company aside from Comcore that showed interest to buy the
facility.

Although Jarvie offered to buy the property at a higher price,
Pacific Thomas chose the other offer since the Mill Valley-based
company also wanted to acquire the commercial buildings, which are
encumbered by the liens of its secured creditors.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PACKAGING DYNAMICS: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services  revised its rating outlook on
Packaging Dynamics Corp. to negative from stable.  S&P also
affirmed its 'B' corporate credit and issue-level ratings on the
company.  At the same time, S&P revised the recovery rating on the
company's $425 million 8.75% notes due Feb. 1, 2016 to '3' from
'4', indicating S&P's expectation of meaningful (50%-70%) recovery
in the event of default.

S&P's outlook revision to negative reflects the risk that
Packaging Dynamic's liquidity could become constrained within the
next 12 months because its $100 million asset-based revolving
credit facility matures in less than one year.  Furthermore, the
company's $425 million 8.75% senior notes (current balance $340
million) matures shortly thereafter on Feb. 1, 2016, and will
require refinancing.  Given the company's current credit measures,
S&P views refinancing of the capital structure to be manageable
assuming there is no disruption in debt markets.  S&P's negative
outlook incorporates the risk that refinancing may not be
available should credit markets become illiquid.

"Our negative outlook incorporates the risk that liquidity would
become constrained if Packaging Dynamics were unable to renew or
extend its $100 million asset-based revolving credit facility due
on Aug. 1, 2015, or its $340 million of senior secured notes due
Feb. 1, 2016," said Standard & Poor's credit analyst Thomas
Nadramia.  "Based on current and projected credit measures, we
think the refinancing of these obligations should be manageable
absent any disruption in debt markets."

S&P would lower our ratings on Packaging Dynamics Corp., probably
by one notch to 'B-', if it has not taken measures to extend its
debt maturities by Feb. 1, 2015, at which time the senior notes
would be classified as a current obligation.  A further downgrade
to the 'CCC' category would be likely if the revolving credit
facility were not extended by June 30, 2015, and the senior notes
not refinanced by that time.

S&P could revise its outlook back to stable at the time Packaging
Dynamics refinances its revolving credit and senior notes.  Given
the company's ownership by a financial sponsor, S&P views a
further upgrade as unlikely in the near term unless, as a result
of improved operating results and favorable refinancing, debt-to-
EBITDA leverage were to be maintained at less than 5x on a
sustained basis.


PALM BEACH COMMUNITY: Pierce-Led Auction for Palm Beach Asset Set
-----------------------------------------------------------------
Palm Beach Community Church Inc. received court approval to hold
an auction of its real property in Palm Beach Gardens where
bidders will include Pierce 131 LLC.

The property to be sold is 9.03 acres of undeveloped land in Palm
Beach Gardens, Florida.  Pierce offered to purchase the property
for $7 million.

Palm Beach will hold an auction on Sept. 15, 2014, if it receives
offers from other interested buyers.

Pierce's $7 million offer will serve as the "stalking horse" bid
or the lead bid at the auction, which will be conducted at the Law
Offices of Furr & Cohen P.A., in Boca Raton, Florida.  .

Interested buyers must submit their bids on the property before
5:00 p.m., on Sept. 11.

To participate in the auction, a bidder must provide an executed
agreement to purchase the property and a $250,000 deposit.  The
bidder must also provide a proof showing that it has sufficient
cash to close the deal, or an agreement from a recognized
financial institution that it will fund a portion of the purchase
price that the bidder proposes to finance.

Judge Kimball will hold a hearing on Sept. 17 to consider approval
of the sale of the property to the winning bidder.  The objection
filed by PNC Bank N.A., a secured creditor, will also be
considered at the Sept. 17 hearing.

PNC Bank, which holds a lien on the property, complained that the
sale proceeds won't be enough to satisfy its lien in full, and
that Palm Beach Community put the property up for sale without its
consent.  The bank claims it is owed about $17.28 million.

                   About Palm Beach Community

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.

In December, the U.S. Trustee informed the Bankruptcy Court that
it was unable to appoint a committee of creditors in the case.


PETTERS COMPANY: Trustee Gets Approval of Agreement With Zink
-------------------------------------------------------------
The bankruptcy trustee of Petters Company Inc. received court
approval to enter into a forbearance agreement with Zink Imaging
Inc.

Under the agreement, Douglas Kelley, the bankruptcy trustee,
agreed to forbear from exercising his rights under the company's
loan agreements with Zink Imaging through September 30.

Zink will also pay the trustee a fee of $100,000, and grant the
company a warrant for the purchase of shares of Zink common stock
at an exercise price of $0.0001 per share.

                   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.


PGT INC: Moody's Assigns B2 CFR & Rates $200MM Sr. Sec. Debt B2
---------------------------------------------------------------
Moody's Investors Service assigned PGT, Inc. a B2 Corporate Family
Rating, B3-PD Probability of Default Rating, and B2 ratings to the
company's proposed $200 million senior secured term loan and $35
million senior secured revolving credit facility (together "$235
million senior secured credit facility"). Concurrently, Moody's
assigned a Speculative-Grade Liquidity ("SGL") rating of SGL-2 to
PGT. The rating outlook is stable.

The proceeds from the $235 million senior secured credit facility
are used to execute the acquisition of CGI, a manufacturer of
impact-resistant windows and doors in the Florida's southeast
markets and refinance existing debt.

The following ratings were assigned (the ratings are based on the
transaction as currently proposed and are subject to change upon
Moody's review of final documentation):

Corporate Family Rating, assigned B2;

Probability of Default Rating, assigned B3-PD;

$35 million Senior Secured Revolving Credit Facility due 2019,
assigned B2 (LGD3);

$200 million Senior Secured Term Loan due 2021, assigned B2
(LGD3);

Speculative-Grade Liquidity Rating, assigned SGL-2;

Rating outlook is stable.

Rating Rationale

The B2 Corporate Family Rating considers the company's
concentration mostly in Florida with largely one product line and
the demand primarily coming from homes set at coastal and body of
water areas. The limited market positioning will hold back revenue
growth as PGT's expansion is largely dependent on Florida's
housing market. The company could increase its revenues by
entering Florida's non-impact window inland markets where the
national competitors roam. However, it will be difficult for PGT
to compete at a national level and at a low price point given its
size and Moody's view that it has not yet achieved economies of
scale. All of its windows and doors are currently made to order
thus producing large quantity of products efficiently would
require an entire revamp of the company's manufacturing processes.
Moody's expects the company to continue to focus on impact-
resistant windows as evidenced by the proposed acquisition of CGI.
Furthermore, Moody's expects a fair amount of acquisition activity
going forward as the company expands its footprint.

At the same time, the B2 Corporate Family Rating considers the
company's relatively strong credit metrics including debt leverage
of just below 4x and expectation that PGT will de-lever as the
company has historically demonstrated. In addition, the company's
industry leading margins are projected to convert to a high funds
from operations generation that easily covers its working capital
and CAPEX. Moreover, PGT's relationships with local governments to
develop building codes give the company a first mover advantage in
the impact-resistant window & door market.

The B3-PD Probability of Default Rating, one notch lower than the
corporate family rating, reflects a 65% family recovery rate per
Moody's Loss Given Default Methodology. Historical recovery
studies indicate that corporate capital structures comprised
solely of bank debt have higher recovery values than those that
utilize a combination of first lien bank debt and other debt
instruments.

The Speculative-Grade Liquidity assessment of SGL-2 indicates good
liquidity profile over the next 12 months. PGT is forecasted to
generate respectable to relatively strong positive free cash flow
and maintain cash balances in excess of $30 million over the next
four quarters. In addition, the company's liquidity profile is
enhanced by its proposed $35 million first lien revolving credit
facility that matures in 2019. The revolving credit facility is
projected to remain undrawn. There are limited constraints on the
company's access to revolving credit facility as the facility has
only one covenant -- total net leverage ratio -- that takes effect
when the company has aggregate outstandings in excess of 20% of
the total revolving facility. From alternate liquidity perspective
e.g., asset sales to raise cash -- the company's options are
limited because all of its assets are encumbered.

The stable outlook reflects Moody's view that the company's credit
metrics continue to improve over the next 12-18 months.

The ratings could be downgraded if PGT is unable to maintain its
current credit metrics. Also, ratings could be lowered if the
company makes debt financed acquisitions resulting in an increase
in debt leverage. Further, any material deterioration in the
company's liquidity profile will cause a concern and the ratings
could be lowered if the company engages in shareholder friendly
activities using debt as a financing vehicle.

The ratings could be upgraded once the company has expanded its
geographic reach and product mix. Additionally, an improvement in
credit metrics from current levels will be considered.

PGT is a U.S. manufacturer and supplier of residential impact-
resistant windows and doors in the Florida market.

The principal methodology used in this rating was Global
Manufacturing Companies published in July 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.


PHOENIX PAYMENT: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors of Phoenix
Payment Systems, Inc. to serve on the official committee of
unsecured creditors:

     (1) Payment Keys, Inc.
         Attn: Sean Crowder
         5500 Marigold Court,
         Arlington, TX 76017
         Phone: (817) 649-8300
         Fax: (817) 649-8302

     (2) Wholesale Payment Systems Inc.
         Attn: Jason Grant
         4320 Marsh Ridge Road, Suite 100
         Carrollton, TX 75010
         Phone: (469) 737-8583
         Fax: (469) 737-8548

     (3) Edmond Roncone
         28 Meadowbrook Lane
         Newark, DE 19711
         Phone: (302) 234-1213

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                     About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.


PHOENIX PAYMENT: U.S. Trustee to Hold Creditors' Meeting Sept. 4
----------------------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of Phoenix Payment Systems, Inc. on Sept. 4, at
10:00 a.m. (EDT).

The meeting will be held at J. Caleb Boggs Federal Building,
Second Floor, Room 5209, 844 King Street, in Wilmington, Delaware.

Phoenix's representative is required to appear at the meeting of
creditors to be examined under oath.  Attendance by creditors is
welcomed, but not required.

At the meeting, the creditors may examine the company and transact
such other business as may properly come before the meeting.

                     About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.



PLATINUM PROPERTIES: Hearing Wednesday on Liquidating Plan
----------------------------------------------------------
U.S. Bankruptcy Judge Basil Lorch III is set to hold a hearing on
Sept. 3 to consider approval of Platinum Properties LLC's proposed
plan to liquidate its assets and pay back creditors.

Voting creditors had until Aug. 26 to deliver the ballots
accepting or rejecting the liquidation plan.  Objections to
approval of the plan were also due Aug. 26.

The Indiana-based real estate developer on July 15 won court
approval of the disclosure statement, which describes in detail
its proposed liquidation plan.

According to the disclosure statement, assets of Platinum and PPV
LLC, a joint venture between the company and Pittman Partners,
Inc., will be liquidated.  The net proceeds realized from the sale
will be used to pay creditors.  The liquidation plan also provides
for the treatment of creditors' claims.  Under the plan,
administrative expense claims, secured claims and priority tax
claims will be paid in cash in full.  General unsecured claims
will receive a pro rata distribution of Platinum's remaining
property.  Meanwhile, holders of equity interests may not receive
payment "based upon reasonable projections," according to court
filings.

The plan will be funded by available cash on the effective date,
and funds available after the effective date from the liquidation
of Platinum's remaining assets.

Earlier, Platinum sought court approval of a private sale of its
personal property to Platinum Properties Management
Company LLC as part of the plan sale.  The plan sale will close
within 30 days after court approval of the liquidation plan.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtors' case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLUG POWER: ALIAD Reports 3.3% Equity Stake
-------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Air Liquide Investissements d'Avenir et de
Demonstration and L'Air Liquide S.A. disclosed that as of
Aug. 26, 2014, they beneficially owned 5,593,918 shares of common
stock of Plug Power Inc. representing 3.3 percent of the shares
outstanding.

On Aug. 26, 2014, ALIAD acquired 5,521,676 shares of Common Stock
by converting 5200 shares of Series C Preferred Stock.  On that
same day, ALIAD sold the 5,521,676 shares of Common Stock for
$5.80 per share through Citigroup Global Markets Inc. pursuant to
Rule 144.

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

                         http://is.gd/m3Z28x

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

Plug Power reported a net loss attributable to common shareholders
of $62.79 million in 2013, a net loss of $31.86 million in 2012
and a net loss of $27.45 million in 2011.

The Company's balance sheet at June 30, 2014, showed $221.10
million in total assets, $47.85 million in total liabilities,
$2.37 million in series C redeemable convertible preferred stock,
and $170.88 million in total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products.  Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities.  If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company said in the quarterly report
for the period ended June 30, 2014.


PRO'S RANCH: Renamed to Los Altos Ranch Market by New Owner
-----------------------------------------------------------
CNG Ranch, LLC -- a partnership between California-based Cardenas
Markets and Northgate Gonzalez Market -- on Aug. 28 disclosed that
Pro's Ranch Markets will be re-named and branded Los Altos Ranch
Market starting Sept. 3, 2014.  CNG Ranch utilized local Pro's
Ranch customers and employees in their research to determine the
new name.  Los Altos is a recognized region in Mexico where both
the Cardenas and Gonzalez families came from before immigrating to
the United States to start their successful retail ventures.  This
region represents the same traditions, rich culture and
authenticity that shoppers will find when they shop Los Altos
Ranch Market.

On Feb. 2, 2014, Cardenas Markets and Northgate Gonzalez Market
came together and reached a successful agreement with the US
Bankruptcy Court to purchase Phoenix-based Pro's Ranch Markets for
$55 million, which included stores in Arizona (7), New Mexico (2)
and Texas (2).  Pro's Ranch Markets filed for Chapter 11
Bankruptcy reorganization in May of 2013 and were unsuccessful,
opening up the opportunity for the acquisition and union of three
leading Hispanic retailers in the United States.  Combined, CNG
Ranch has 70+ years of successfully serving the Hispanic community
in the California market.

"This is exciting for everyone -- customers, employees,
neighborhoods and families," said Dan Sanders, General Manager for
Los Altos Ranch Market.  "Customers will not only notice the new
name and logo, but will also enjoy thousands of new items combined
with offerings that have been traditionally stocked by Pro's?
fulfilling our commitment to provide authentic, made from scratch
products for anyone who enjoys Hispanic tastes and flavors.  It's
truly a combination of the best of the old offerings added with a
ton of new products and an improved service experience that we
think customers will love."

Since the acquisition, hundreds of local people have been hired to
staff the Los Altos Market stores and Mr. Sanders expects that
number to continue to climb.

"Employee's who transitioned from Pro's to Los Altos Ranch Market
received an average raise of 16%," said Mr. Sanders.  "All of our
employees are receiving expanded benefits and comprehensive
training in order to foster future success.  In addition, we have
funded numerous scholarship programs that will help our employees
grow and develop as future leaders.  We want Los Altos Ranch
Market to be one of the best places to work within the communities
in which we serve."

CNG Ranch has extensive plans to continue to grow and invest in
the Los Altos Ranch Market stores and their respective local
communities.  Since the ownership transition, CNG Ranch has
committed nearly $10 million to Los Altos Ranch Markets' employee
wages, benefits, training, store upgrades and community
investments.  Over the last few weeks alone, CNG Ranch, its vendor
partners and Los Altos Ranch Market customers have given
approximately $50k to local charities, schools and churches.

On September 3, a six-week long celebration will kick-off in
conjunction with the re-branding of the stores.  Customers are
invited to shop at Los Altos Ranch Market and enjoy an expanded
selection of authentic Hispanic offerings, discounts and
promotions on hundreds of popular in-store brands and freshly made
items, weekend parking lot festivities that will include music and
sampling, discounts on local sporting events and concerts and much
more.  The first 300 shoppers to visit the stores on that day will
receive a free bag filled with groceries.

"This couldn't have come at a better time for the City of
Phoenix," said Phoenix City Councilman, Michael Nowakowski.  "The
Cardenas and Gonzalez families have joined our community and
demonstrated in a very short period of time that they are
committed to economic growth by providing quality jobs, giving
back through charitable activities and offering authentic, fresh
and healthy Hispanic items that are so important to shoppers."

To get more information about what activities and promotions are
being offered locally, go to the Los Altos Ranch Market Web site:
https://www.losaltosranchmarket.co

                       About Pro's Ranch

Pro's Ranch Markets was a family-owned chain of grocery stores.
It was founded 31 years ago by Mike Provenzano, Sr.  Since then it
grew to eleven stores in three states, including seven stores in
Arizona, two in New Mexico, and two in Texas.

PRM Family Holding Company, LLC, doing business as Pro's Ranch
Markets, filed for bankruptcy protection (Bankr. D. Ariz. Lead
Case No. 13-09026) on May 28, 2013.  The bankruptcy case is
assigned to United States Bankruptcy Judge Sarah Sharer Curley.
The law firm of Mesch, Clark & Rothschild, P.C. is acting as lead
bankruptcy counsel to the Debtor.


QUICKSILVER RESOURCES: Provides Update on West Texas Operations
---------------------------------------------------------------
Quicksilver Resources Inc. announced initial results of its first
horizontal well under its exploration agreement with Eni in Pecos
County, Texas.

The Stallings #1H well began flow back on August 15 and is
currently flowing up casing on a restricted choke setting of 34/64
at a rate of 750 barrels of oil equivalent per day, of which 90%
is oil.  The well was completed in a 2,900-foot lateral in the
Third Bone Spring interval.  To date, less than 15% of the
fracture fluid has been recovered.  Quicksilver is the operator of
the well and owns an equal working interest with Eni.

The Company is currently drilling the Mitchell #1H, the second of
its JV wells with Eni, targeting a combined section of the Bone
Springs and Wolfcamp formations.  This well is expected to be
completed in a 5,000-foot lateral beginning in late September as
completion equipment becomes available.

The exploration agreement with Eni designates Quicksilver as
operator and covers approximately 52,500-acres in Pecos County.
The agreement provides that Eni pay $52 million to earn a 50%
interest in all of Quicksilver's acreage.  These dollars are
targeted to carry Quicksilver in as many as 5 completed wells,
geophysical and associated land costs.

In addition, an undisclosed third party has drilled and is
finishing completion operations on the first farm-out well on a
7,500-acre tract contiguous to the Quicksilver/Eni acreage.

These two projects, along with an agreement covering Quicksilver's
acreage in Crockett and Upton counties, comprise a total of
90,000-gross acres, where Quicksilver's interest in up to 10
completed wells is being fully carried by its partners.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources posted net income of $161.61 million in 2013
following a net loss of $2.35 billion in 2012.  As of June 30,
2014, the Company had $1.05 billion in total assets, $2.16 billion
in total liabilities and a $1.11 billion total stockholders'
deficit.

                           *     *     *

As reported by the TCR on July 2, 2014, Standard & Poor's Ratings
Services revised its rating outlook on Fort Worth, Texas-based
Quicksilver Resources Inc. to negative from stable and affirmed
its 'CCC+' corporate credit rating on the company.

S&P said the outlook revision reflects S&P's expectation that
Quicksilver will continue to burn cash at a run-rate of about $20
million to $35 million per quarter, depleting its cash position
(as of Dec 31, 2013) of about $250 million over the next several
quarters.  In addition, the company may face significant springing
debt maturities in October 2015 and January 2016, if more than
$100 million remains outstanding on its subordinated notes due
2016 (currently $350 million outstanding) as of Oct. 1, 2015.
Based on this significant repayment risk, S&P has revised its
assessment of Quicksilver's liquidity to "less than adequate" from
"adequate."  However, S&P believes the company still has several
options to avoid the springing maturities, including strategic
transactions such as a joint venture for its major Horn River
Basin project.


REVEL AC: Wins Nod to Hire Fox Rothschild as Legal Counsel
----------------------------------------------------------
Revel AC Inc. received approval from U.S. Bankruptcy Judge Gloria
Burns to hire Fox Rothschild LLP as its legal counsel in its
Chapter 11 case.

The approval came after Revel reached a settlement with the U.S.
trustee, the Justice Department's bankruptcy watchdog, which
required the law firm to return $254,004 to the company.

In its objection filed with the court, the U.S. trustee alleged
that Fox received improper payments from Revel's owner, which the
law firm denied.  The agency wanted the payments returned, which,
it says, constitute property of Revel's estate.

Pursuant to Judge Burns' order, $54,004 of the total amount
returned will be placed in a client trust account held on behalf
of the company.  The trust account will be funded immediately
after court approval of Revel's employment application, and Fox
will provide proof to the U.S. trustee of the transfer of the
funds and the creation of the account.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


REVEL AC: Has Interim OK to Tap $25-Mil. in DIP Loans
-----------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey issued a second interim order authorizing
Revel AC, Inc., et al., to obtain up to an aggregate principal
amount of $25,000,000 in postpetition priming secured
superpriority financing from Wells Fargo Bank, N.A., as
administrative agent for a consortium of lenders.  Each of the
Debtors is also authorized during the interim period to use the
cash collateral securing each of their prepetition indebtedness.

Judge Burns also authorized the Debtors to enter into a premium
financing agreement with AFCO Premium Credit LLC.  The Debtors,
according to court documents, maintain insurance coverage, pay
insurance premiums and self-insured retentions in the ordinary
course of business and pay any prepetition and postpetition
obligations associated therewith.  Under the PFA, AFCO will
finance premiums of certain insurance policies in the amount of
$4,230,448, at an interest rate of 5.65%.  AFCO is granted a first
and only priority security interest in any and all unearned
premiums and dividends which may become payable under the financed
insurance policies for whatever reason.

Meanwhile, Revel announced that its hotel will close on Sept. 1
and its casino the following day, after failing to find a
qualified buyer during a court-supervised auction process.  The
sale was met with numerous objections from (i) the Official
Committee of Unsecured Creditors; (ii) Roberta A. DeAngelis,
United States Trustee for Region 3; (iii) tenants; and (iv)
vendors and suppliers, including those that provide them gaming
equipment and software; electricity, hot water and steam and
chilled water requirements; custom architectural woodwork.

The Creditors Committee complained that the bankruptcy cases, the
extraordinarily aggressive DIP financing and the Bid Procedures
were designed for one purpose, namely, to use the Court to cleanse
title of estate assets for the sole and exclusive benefit of the
prepetition lenders.

The U.S. Trustee complained that (a) the deadline to submit a
letter of intent does not provide sufficient time for prospective
purchasers to submit letters of intent; and (b) the sale of the
Debtors assets may include the sale of and/or disclosure of
customer lists and other assets that can be defined as ?personably
identifiable information", which implicates Sections 363(b)(1) and
332 of the Bankruptcy Code, which may necessitate the appointment
of a consumer privacy ombudsman.

In response to the sale and bidding procedures objection, the
Debtors and Wells Fargo, joined by JPMorgan Chase Bank N.A., as
DIP Lender, maintained that the sale is in the best interest of
the Debtors' estates and the bidding procedures are fair.

As previously reported by The Troubled Company Reporter, citing
Michael Bathon, a Bloomberg News writer, said Revel is still
pursuing a potential sale as it plans to shut down operations.  A
Revel lawyer said the current bids the casino operator has don't
value the company as an ongoing operation and the offers show
bidders look at Revel's losses like they would be "stepping into a
black hole," Mr. Bathon said.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported on Aug. 28 that Revel said it remains hopeful that a
qualified bid will surface and a competitive auction will develop
but can?t set a definitive timeframe for the sale process.
According to Mr. Rochelle, Revel said it has tentatively scheduled
a further hearing on the sale motion for Sept. 2 and will file
with the court another status report regarding the sale process
and the shutdown plan implementation by Sept. 15.

A full-text copy of the Cash Collateral Budget is available for
free at http://bankrupt.com/misc/REVELbudget0827.pdf

The next hearing on interim approval to consider continuation of
the Interim DIP Order is scheduled for Sept. 2, 2014, at 11:30
a.m. (EST), and the hearing to consider final approval of the DIP
Facility is scheduled for Sept. 29, at 10:00 a.m. (EST).  If no
objections to the final approval of the DIP Motion are filed and
served on or before Sept. 25, no Final Hearing may be held, and a
Final DIP Order may be presented by the Debtors and entered by the
Court.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


ROGERS BANCSHARES: To Revise Releases Under Liquidating Plan
------------------------------------------------------------
Rogers Bancshares, Inc., filed a motion seeking court approval to
revise the liquidation plan proposed by the company and the
unsecured creditors' committee.

The move came after U.S. Bankruptcy Judge Richard Taylor expressed
concerns regarding the indemnification and release provisions in
the plan at the July 17 status conference.

The original plan granted a release of claims held by third
parties, which would have released anyone who held a right of
indemnity against the company.  In the revised plan, however, only
those listed in section 11.05(a), a new provision, would grant
each other a release.

The proposed revision also divides section 11.05 of the original
plan into four sections: 11.05, 11.06, 11.07 and 11.08.

Sections 11.06 and 11.07 clarify that creditors and equity holders
cannot pursue claims or equity interests against the company or
its assets outside the scope of the plan.  Meanwhile, section
11.08 clarifies that the plan agent may seek to enforce these
provisions.

As reported by the Troubled Company Reporter on Feb. 28, 2014,
the plan designates and provides for the treatment of five claim
classes and interests -- Class 1 senior debt, Class 2 indenture
claims, Class 3 pari passu claims, Class 4 preferred stock, and
Class 5 equity interest holders.  All the claim classes are
impaired.

The chief liquidation officer will become the plan agent to assist
Rogers Bancshares in performing its duties and obligations under
the liquidation plan.

                    About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell &
Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams &
Anderson, PLC, represent the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Tyler P.
Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP
and James F. Downden, Esq., of the James F. Dowden PA firm as
counsel; and Carl Marks Advisory Group LLC as financial advisors.

On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief
liquidation officer was approved by the Court.


S.B. RESTAURANT: Gets Final Approval to Borrow $3.3 Million
-----------------------------------------------------------
S.B. Restaurant Co. received final court approval to borrow up to
$3.3 million from Cerberus Business Finance, LLC and other
lenders.

The order signed by U.S. Bankruptcy Judge Erithe Smith also
authorizes S.B. Restaurant to use the cash collateral, and to draw
on the revolving debtor-in-possession credit facility to make any
disbursement as provided in the budget prepared by the company.

To secure payments to the lenders, the court order grants the
lenders "first priority security interests and liens" in the
assets of S.B. Restaurant and its affiliated debtors.  The lenders
will also get an "allowed superpriority administrative claim."

Meanwhile, the rights of creditors of S.B. Restaurant asserting
trust claims under the Perishable Agricultural Commodities Act
won't be affected by the court order.

Liberty Fruit Company Inc., which asserts claims under the PACA,
previously filed an objection to the financing in which it opposed
S.B. Restaurant's use of the trust assets to pay or collateralize
any non-PACA debt.

A copy of the final order is available without charge at
http://is.gd/IytfGW

                     About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778) on June
17, 2014, in Santa Ana, California.  The case is assigned to Judge
Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors'
noticing claims and balloting agent is Rust Consulting Omni
Bankruptcy.

An official committee of unsecured creditors was appointed in the
case of S.B. Restaurant Co. Debtors' cases.  The panel comprises
of (1) General Growth Properties Inc., c/o Julie Minnick Bowden of
Chicago, IL; (2) The Macerich Company, c/o Bill Palmer of
Pittsford, NY; and (3) Global Media Group c/o Mark Torres of
Rancho Santa Margarita, CA.  The Committee retained Cooley LP as
its counsel.


SAMUEL MARTINEZ: Court Won't Revisit Ruling Against Scotiabank
--------------------------------------------------------------
Puerto Rico Bankruptcy Judge Edward A. Godoy denied Scotiabank de
Puerto Rico's request that the court vacate its order, entered
June 20, 2014, denying the bank's motions to lift stay in the
Chapter 11 case of Samuel A. Figueroa Martinez (Bankr D. P.R. Case
No. 13-06862).  Scotiabank's motion to set aside order is denied
for failure to establish that it is entitled to the requested
relief, and for failure to comply with the notice requirements of
Local Bankrupty Rule 9013-1(c), Judge Godoy said in his August 27,
2014 Opinion and Order available at http://is.gd/AlJQBufrom
Leagle.com.


SEAFIELD RESOURCES: RMB to Enforce Security Under BIA
-----------------------------------------------------
Seafield Resources Ltd. did not make an interest payment of
CDN$402,317 due July 15, 2014 under its debt facility agreement
with RMB Australia Holdings Limited, as lender, and RMB Resources
Inc., as agent.  On Aug. 28, 2014, the Company received from RMB a
Notice of Default and Notice of Intention to Enforce Security
under Section 244 of the Bankruptcy and Insolvency Act in respect
of amounts owing under the Facility Agreement.

The Company is taking the notifications seriously and continues to
review and consider its alternatives to resolve the situation.  At
present, there can be no assurance as to what, if any,
alternatives might be pursued by the Company.

                 About Seafield Resources Ltd.

Seafield Resources Ltd. (SFF) -- http://www.sffresources.com/--
is a development stage company currently focused on completing a
bankable feasibility study on its Miraflores Gold Deposit.


SEARS METHODIST: Gets Approval to Maintain Insurance Policies
-------------------------------------------------------------
Sears Methodist Retirement System Inc. received final court
approval to maintain its existing insurance policies.

The court order signed by U.S. Bankruptcy Judge Stacey Jernigan
authorizes Sears Methodist to pay pre-bankruptcy premiums
associated with the insurance policies and maintain financing of
their insurance premiums, including payment of amounts due in the
21-day period following its bankruptcy filing under a premium
finance agreement in the amount of $50,924.

Sears Methodist and its affiliated debtors maintain insurance
policies that are administered by third-party insurance carriers.

The premiums for the insurance policies covering property
liability and wind or hail property damage are financed through
the premium financing agreement with BankDirect Capital Finance.
.
In addition to those insurance carriers of policies not covered
under the premium finance agreement, Sears Methodist makes various
weekly payments totaling $73,400, monthly payments totaling
$132,100, annual payments totaling $56,000, and a triennial
payment of $4,400.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: U.S. Trustee to Appoint Patient Care Ombudsman
---------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 cases of Sears
Methodist Retirement System, Inc. and its affiliated debtors
received the green light to appoint a person to serve as a patient
care ombudsman.

The ombudsman monitors the quality of patient care and represents
the interests of the patients.

Before the bankruptcy filing, the State of Texas Department of
Aging and Disability Services raised patient care concerns at two
facilities.  Sears Methodist sought to remedy the concerns raised
by the agency and hired consultants to evaluate the facilities.

Sears Methodist, the agency and the committee representing
unsecured creditors have consented to the appointment of an
ombudsman.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: SCRC Has Until Dec. 31 to Use Cash Collateral
--------------------------------------------------------------
Sears Caprock Retirement Corp. received final approval to use the
cash collateral of Santander Bank, N.A.

U.S. Bankruptcy Judge Stacey Jernigan on July 31 signed an order
authorizing Sears Caprock to use the bank's cash collateral until
Dec. 31, 2014, or until a notice of the occurrence of an "event of
default" is issued.

The bankruptcy judge previously approved a stipulation between
Sears Caprock and the bank, which allowed the former to use the
cash collateral until July 21.

As protection of its interests in the collateral, Santander will
get a priority administrative claim and will be granted "senior
priority replacement liens" on Sears Caprock's assets.

As further consideration for using the cash collateral, Sears
Caprock must also comply with certain milestones.  One is that it
must serve Santander with a proposed plan of action for the sale
of its assets in which the bank asserts liens and interest by
November 30.  Another is that Sears Caprock must comply with the
deadlines contained in the proposed plan.

A full-text copy of the final order is available without charge at
http://is.gd/4IKJUI

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: STMRC Gets Approval to Use UMB's Cash Collateral
-----------------------------------------------------------------
Sears Tyler Methodist Retirement Corp. received final approval to
use the cash collateral of UMB Bank, N.A.

U.S. Bankruptcy Judge Stacey Jernigan authorized Sears Tyler to
use the bank's cash collateral through the earlier of (i) the
entry of an order terminating such authority, or (ii) termination
of the final order following issuance of a notice of the
occurrence of an "event of default."

The bankruptcy judge previously approved a stipulation between
Sears Tyler and the bank, which allowed the former to use the cash
collateral until July 21.

As protection of its interests in the collateral, UMB Bank will
get a priority administrative claim and will be granted "senior
priority replacement liens" on Sears Tyler's assets.  A copy of
the final order is available for free at http://is.gd/PU0IBO

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEAWORLD PARKS: Bank Debt Trades at 2% Off
------------------------------------------
Participations in a syndicated loan under which Seaworld Parks and
Entertainment Inc. is a borrower traded in the secondary market at
95.20 cents-on-the-dollar during the week ended Friday, August 29,
2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.53 percentage points from the previous week, The
Journal relates.  Seaworld Parks and Entertainment Inc. pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 10, 2020.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The loan is one of the
biggest gainers and losers among 201 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.


SHELBOURNE NORTH WATER: Perkins+Will Drops Bid to Dismiss Case
--------------------------------------------------------------
Perkins+Will, Inc., has withdrawn its motion to dismiss the
Chapter 11 case of Shelbourne North Water Street L.P. or convert
it to a Chapter 7 liquidation.

In its motion filed with the U.S. Bankruptcy Court for the
Northern District of Illinois, Perkins+Will had said Shelbourne is
not "eligible" to be in Chapter 11 protection since the company is
in dissolution.
.
             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
(Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013.  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
effort.


SHOTWELL LANDFILL: Capital Properties Resigns from Committee
------------------------------------------------------------
Capital Properties of Raleigh, VI, LLC has resigned from the
official committee of unsecured creditors in Shotwell Landfill,
Inc.'s bankruptcy case.

The North Carolina-based company disclosed in a court filing that
it has purchased claims of other secured and unsecured creditors
of Shotwell since its appointment as member of the committee.

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Debtor, in its amended schedules, disclosed $23,235,236 in
assets and $10,049,020 in liabilities.


SPARRER SAUSAGE: Jason's Foods Must Return $240,000 to Estate
-------------------------------------------------------------
The Unsecured Creditors Committee of Sparrer Sausage Co. sued
Jason's Foods to recover preferential payments.  The parties'
stipulation shows 11 payments, totaling $306,110.23.  Bankruptcy
Judge Eugene R. Wedoff said those payments are not subject to the
ordinary course defense.  However, Jason's Foods is entitled to a
new value defense of $63,514.91, reflecting shipments made between
January 18, 2012 and February 6, 2012.  Applying this defense to
the amount of the payments made by Sparrer outside of the ordinary
course, the final preference liability of Jason's Foods is
$242,595.32.

The case is, THE UNSECURED CREDITORS COMMITTEE OF SPARRER SAUSAGE
COMPANY, INC., Plaintiff, v. JASON'S FOOD, INC., Defendant, Adv.
Proc. No. 13-01195 (Bankr. N.D. Ill.).  A copy of Judge Wedoff's
August 27 Memorandum Decision is available at http://is.gd/UmCl4X
from Leagle.com.

brands include the Lil' Dudes line of sticks, bites and jerky. The
Company filed for Chapter 11 protection on Feb. 8, 2012 (Bankr.
N.D. Ill. Case No. 12-04289).  Judge Eugene R. Wedoff presides
over the case.  Forrest B. Lammiman, Esq., at Meltzer, Purtill &
Stelle LLC, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


SPECIALTY HOSPITAL: Amends List of Largest Unsecured Creditors
--------------------------------------------------------------
Specialty Hospital of America LLC has filed an amended list of
creditors holding 20 largest unsecured claims.  The Debtor adds
the District of Columbia Office of Tax and Revenue to the List.
The amount of the claim was not disclosed.  No party already on
the List has been eliminated to add OTR.  Consequently, the List
now consists of 21 parties for notice purposes at the choice of
the Debtors.

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home facilities
and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPECIALTY HOSPITAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Specialty Hospital of Washington LLC has filed with the United
States Bankruptcy Court for the District of Columbia its schedules
of assets and liabilities, disclosing:


     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property            $3,120,119
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $50,419,868
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,076
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $46,290,429
                                 ------------     ------------
        TOTAL                      $3,120,119      $96,721,374

A copy of the schedules is available for free at:

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

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home facilities
and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPECIALTY HOSPITAL: Give Requested Info to Trustee, Court Ruled
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia entered an
order on August 11, 2014, in connection with the U.S. Trustee's
motion to condition the rights of the debtors-in-possession in the
bankruptcy cases of Specialty Hospital of America LLC, et al.

Judge S. Martin Teel, Jr., ruled that, pending further Court
order, the Debtors will remain in possession and conduct business
subject to these conditions:

   (1) the Debtors will comply with the Chapter 11 Guidelines of
       the United States, a copy of which the Trustee has served
       on the Debtors; and

   (2) the Debtors will provide to the Trustee other information
       regarding the conduct of their affairs as may from time to
       time be requested.

Subject to the set limitations and conditions, the Debtors will
conduct all financial affairs pursuant to applicable provisions of
the U.S. Bankruptcy Code, Judge Teel added.

Prior to the entry of the order, the Debtors filed an opposition
to the Motion arguing that it should be denied because (a) there
is no case or controversy for the Court to adjudicate insisting
that the Trustee has failed to identify any guideline the Debtors
are not following, any information request the Debtors have not
answered or any statute or rule the Debtors have violated, and (b)
the relief requested is not appropriate because the guidelines are
not binding on the Debtors though there may be consequences to the
Debtors by not complying with the guidelines.

In another filing, the Debtors told the Court that they will be
prepared to call witnesses as necessary to establish the certain
facts relevant to the Motion, and any other facts determined by
the Court to be relevant to the resolution of the Motion.

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home facilities
and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPECIALTY HOSPITAL: Has Filed Revised Asset Purchase Agreement
--------------------------------------------------------------
Specialty Hospital of America LLC and its debtor affiliates filed
on August 15, 2014, a revised "Asset Purchase Agreement By and
Among Specialty Hospitals of America, LLC, SHA Management, LLC,
Specialty Hospital of Washington, LLC, Specialty Hospital of
Washington-Nursing Center, LLC, Specialty Hospital of Washington-
Hadley, LLC, SHA Holdings, Inc., and SHA Hadley SNF, LLC."

Rebbeca A. Worthington, Esq., at Squire Patton Boggs (US) LLP, in
Washington, D.C., says that the revised APA provides for a 45-day
extension of the closing date to facilitate obtaining of needed
regulatory approvals.  She notes that DCA Acquisition, LLC has
signed the revised APA and is holding the signature page in escrow
pending execution by the Debtors.

Pursuant to the final order authorizing the Debtors to obtain
postpetition financing, DCA and the Debtors have agreed to a
revised budget to fund operations under the DIP Order during the
Extension Period.  The Debtors and DCA have not, however, reached
an agreement regarding the amount of estate professional fees to
be budgeted during the Extension Period.

A copy of the Revised APA is available for free at:

     http://bankrupt.com/misc/SPECIALTYHOSP_APARev081514.pdf

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home facilities
and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPEEDEMISSIONS INC: IBC Funds No Longer a Shareholder
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, IBC Funds LLC disclosed that it has ceased to
be the beneficial owner of shares of common stock of
Speedemissions, Inc., as of Aug. 28, 2014.  IBC Funds previously
reported beneficial ownership of 3,987,522 shares of common stock
representing 9.9 percent equity stake at Dec. 11, 2013.  A copy of
the regulatory filing is available at http://is.gd/0fR9T1

                      About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

Speedimissions reported a net loss of $814,482 in 2013 and a net
loss of $656,037 in 2012.

The Company's balance sheet at June 30, 2014, showed $2.17 million
in total assets, $2.50 million in total liabilities, $4.57 million
in series A convertible, redeemable preferred stock, and a
$4.91 million total shareholders' deficit.


SPENDSMART NETWORKS: Director Michael McCoy Quits
-------------------------------------------------
Michael R. McCoy resigned from his position as a director of
SpendSmart Networks, Inc., effective Aug. 21, 2014, in order to
pursue other business opportunities, according to a regulatory
filing with the U.S. Securities and Exchange Commission.  Mr.
McCoy's departure from the Board was not the result of any
disagreements with the Company.  The Board noted that it has been
privilege to work with Mr. McCoy on both a personal and
professional basis and thanked him for his valuable service to the
Company.

                     About SpendSmart Networks

SpendSmart Networks Inc, formerly The SpendSmart Payments Company,
is a financial solutions company focused on helping teens and
young adults between the ages of 13 and 18 to manage spending.
The Company offers a prepaid reloadable MasterCard with parental
features ranging from giving parents complete control to make
purchase on behalf of their teens to simply monitoring their
teen's purchase transactions.  The Company provides solutions that
facilitate communication between parents and teens while helping
to teach financial responsibility. In March 2014, the Company
acquired SMS Masterminds.

Effective as of June 20, 2014, SpendSmart Networks, Inc. f/k/a The
SpendSmart Payments Company filed an amendment to its newly
adopted Delaware Certificate of Incorporation to change its name
to "SpendSmart Networks, Inc.".

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

The Company's balance sheet at June 30, 2014, showed $13.20
million in total assets, $2.56 million in total liabilities and
$10.64 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 Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


SPRITZ INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Spritz, Inc.
        PO Box 3022
        Pasco, WA 99302

Case No.: 14-03118

Nature of Business: Farming

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Hon. Frederick P. Corbit

Debtor's Counsel: Kevin O'Rourke, Esq.
                  SOUTHWELL & O'ROURKE, P.S.
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: 509-624-0159
                  Fax: 509-624-9231
                  Email: kevin@southwellorourke.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Corey K. Bitton, sole officer,
director, and shareholder.

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


SOUND SHORE: Hires GCG Inc as Administrative Agent
--------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor-
affiliates seek authorization from the U.S. Bankruptcy Court for
the Southern District of New York to employ GCG, Inc. as
administrative agent.

The Debtors require GCG Inc to:

   (a) generate and provide claim reports and claim objection
       exhibits;

   (b) manage the preparation, compilation and mailing of
       documents to creditors and other parties in interest in
       connection with the solicitation of a Chapter 11 plan;

   (c) manage the publication of legal notices;

   (d) collect and tabulate votes in connection with any Plan
       filed by the Debtors and providing ballot reports to the
       Debtors and their professionals;

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

   (f) manage any distributions made pursuant to a confirmed Plan;
       and

   (g) provide any and all necessary administrative tasks not
       otherwise specifically set forth above as the Debtors or
       their professionals may require in connection with these
       Chapter 11 cases.

GCG Inc will be paid at these hourly rates:

       Administrative and Claims Control         $45-$55
       Project Administrators                    $70-$85
       Quality Assurance Staff                   $80-$125
       Project Supervisors                       $95-$110
       Systems, Graphic Support &
       Technology Staff                          $100-$200
       Project Managers and
       Senior Project Managers                   $125-$175
       Directors and Asst. Vice President        $200-$295
       Vice Presidents and above                 $295

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

Prior to the petition date the Debtors provided GCG Inc a retainer
in the amount of $30,000.

Angela Ferrante, vice president GCG Inc, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the Southern District of New York will hold a
hearing on the motion on Sept. 16, 2014, at 10:00 a.m.
Objections, if any, are due Sept. 9, 2014, at 4:00 p.m.

GCG Inc can be reached at:

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

                About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred
and the sale became effective.

Montefiore is represented by Togut, Segal & Segal LLP.


TRIGEANT HOLDINGS: Section 341(a) Meeting Set on Oct. 2
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Trigeant
Holdings, Ltd., will be held on Oct. 2, 2014, at 9:30 a.m. at 1515
N Flagler Dr Room 870, West Palm Beach.  Proofs of claim are due
by Dec. 31, 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.

                      About Trigeant Holdings

Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014.  The cases were
originally assigned to Judge Paul G. Hyman, Jr., but were later
transferred to Judge Erik P Kimball.  Berger Singerman LLP serves
as the Debtor's counsel.  Trigeant Holdings estimated both assets
and liabilities of $50 million to $100 million.


TULARE LOCAL: Fitch Affirms 'B' Rating on $15MM Series 2007 Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on $15,230,000 series
2007 fixed rate bonds issued by the Tulare Local Health Care
District d/b/a Tulare Regional Medical Center (TRMC).
The Rating Watch Negative has been removed and the Rating Outlook
is Stable.

Security

Debt payments are secured by a pledge of the gross revenues of
Tulare Local Health Care District. A fully funded debt service
reserve fund provides additional security for bondholders.

Key Rating Drivers

Construction Plans Developing: The removal from Rating Watch
Negative reflects growing clarity and progress on construction
plans achieved over the last six months. A settlement was reached
with the previous contractor in July 2014. A new team has been put
in place under HealthCare Conglomerate Associates' (HCCA)
leadership, and a completion plan has been established. Currently,
TRMC is evaluating various funding options, but no new debt is
expected at the TRMC level.

Signs Of Turnaround: The Stable Outlook reflects the dramatic
turnaround in operating and financial performance since Fitch's
last review in February 2014. TRMC posted an operating loss of
$3.9 million through the six months ended Dec. 31, 2013, but a
positive operating income of $1.6 million in the second half of
the year. Improved operating margin of negative 3.3% at fiscal
year ended (FYE) June 30, 2014 (unaudited interim results) was
attributable to revenue enhancement as well as expense reduction
initiatives. Fitch believes the positive trend over the last few
months indicates performance improvement plans taking hold and
signal recovery.

Liquidity Remains Weak: TRMC's liquidity position remains very
low, albeit slightly improved from one year ago. Unrestricted cash
and investments were $10.4 million at FYE 2014 was over 20%
increased year-over-year, and equated to 57.3 days cash on hand,
4.1x cushion ratio, and 57% cash to debt.

Rating Sensitivities

Dispute With Trustee: By letter dated Aug. 4, 2014, the US Bank,
as Trustee, issued a notice to TRMC asserting the occurrence of
various defaults and Events of Default (EoD) under the Indenture,
including failure to achieve the required long term debt service
coverage ratio for fiscal years 2012 and 2014. TRMC has denied the
existence of any defaults or EoD and the Trustee has withdrawn the
Notice of Default by letter dated Aug 8. At this time, TRMC has
made all required payments under the indenture. Fitch expects that
this matter will be resolved without any negative impact to
bondholders or the credit profile of TRMC.

Clarity On Project Funding: Considerable amount of uncertainty
around the timing and funding sources remain, although meaningful
progress has been made over the last six months. Fitch believes
that the hospital can continue to operate without completion of
the project over the near term. Further, additional debt funding
secured by the revenues of the hospital is not expected to be
pursued over the near term.

Credit Profile

Tulare Local Health Care District, d/b/a Tulare Regional Medical
Center owns and operates a 112-bed hospital in the city of Tulare,
California. Total operating revenue in FYE June 30, 2014 was $68.6
million (exclusive of tax revenues related to GO bonds debt
service). Since January 2014, TRMC has been managed by HealthCare
Conglomerate Associates under a management agreement.

Construction Plans Developing

TRMC has a construction project in progress featuring a 24-bed
emergency department, a new diagnostic department, a 16-bed
obstetric unit, four surgery suites, and 27 new private patient
rooms meeting seismic requirements. This new expansion tower was
initially slated to open October 2012, but suffered disruptions
due to concrete delamination issues and ensuing conflicts with the
contractors.

Over the last six months, TRMC was able to reach a settlement
agreement with the previous contractors and put a makeup schedule
and budget in place. The completion of the project is now pending
a funding source, with several options currently under evaluation.
Fitch assumes that the ultimate decision will not have a material
impact on TRMC's solvency, and will evaluate any impact of funding
sources after plans are finalized and disclosed.

Signs of Turnaround

TRMC posted a loss of $2.3 million (negative 3.3% operating
margin) in fiscal 2014, which is significantly improved from a
$3.9 million loss (negative 12% operating margin) through the six
months ended Dec. 31, 2013. Similarly, operating EBITDA margin
improved from a negative 3.8% to a positive 4.2%. Management's
initial goal was to breakeven in calendar year 2014. Given the
$1.6 million operating income generated in the six months ended
June 30, 2014, Fitch believes TRMC is on track to meet its
targets.

Under a new leadership team from HCCA, the performance improvement
plan largely focuses on putting sustainable operating structures
in place, with a two-pronged approach at enhancing revenues and
reducing expenditures. With inpatient volume continued to weaken,
fiscal 2014 marked the first year of growth in outpatient
surgeries and emergency department visits in over three years.
Fitch also believes MediCal expansion will also be beneficial for
TRMC in generating additional outpatient traffic.

Weak Liquidity

Liquidity showed modest growth in fiscal 2014, following four
years of rapid declines driven by IT investments, other capital
spending, and negative cash flow. Unrestricted cash and
investments totaled $10.4 million at June 30, 2014 compared to
$8.7 million at FYE 2013 and $24.4 million at FYE 2010. Days cash
on hand of 57 days, cushion ratio of 4.1x, and cash to debt of 57%
remain weak compared to Fitch's median for below investment-grade
ratings. Continued expense control and improvement in revenues
should improve overall cash flow and slowly rebuild the balance
sheet. While not expected, demand on unrestricted liquidity to
support operations or fund the construction project would be
viewed negatively.

Fitch also notes a debt service reserve account is in place for
the series 2007 bonds, with approximately $1.3 million held by a
Trustee.

Weak Debt Metrics Despite Moderate Debt Burden

At June 30, 2014, Tulare's revenue supported debt burden totaled
$18.3 million, consisting of $15.2 million in series 2007 bonds
and $3.1 million in capital leases. The debt is all fixed rate and
produces a maximum annual debt service (MADS) of $2.5 million,
which declines to $1.3 million in fiscal 2017 following the final
payment on the capital lease.

Debt burden is relatively low, as measured by debt to
capitalization of 28%. However, due to poor cash flow, MADS
coverage was 1.3x in fiscal 2013 compared to 1.4x in 2013 and a
negative 2.1x in 2012, compared to the average of 4x in 2009-2011.
TRMC violated its debt service covenant in 2012, which resulted in
a consultant-call in. The debt service covenant was met in fiscal
2013, and based on discussions with management and review of most
recent financial statements, Fitch anticipates TRMC to meet its
debt service covenant in 2014. Fitch believes TRMC has sufficient
resources to pay its obligations over the next year.

Not included in Fitch's calculation of TRMC's long-term debt are
$85 million in general obligation (GO) bonds, which are not rated
by Fitch. Since TRMC's GO debt is secured by a special assessment
on property taxes in the district, Fitch's calculation of
financial ratios excludes the GO debt and related receipts.

Trustee Dispute

On Aug. 4, 2014, US Bank, as Trustee, issued a written notice to
the district asserting the occurrence of various defaults and EoD
under the Indenture, including failure to achieve the required
long term debt service coverage ratio for fiscal years 2012 and
2014 and failing to calculate correctly the long term debt service
coverage ratio for fiscal year 2013. The district has disputed the
existence of any defaults or an EoD under the Indenture and
indicated that a forbearance would not be required. On Aug. 8, the
Trustee withdrew its Notice of Default but also has reserved its
rights under the Indenture pending further review.

TRMC is making the required monthly payments of gross revenues to
the Trustee, and the Bond Reserve Account of the Revenue Fund is
fully funded in the amount of $1.4 million. TRMC has pledged to
cooperate with the Trustee in the Trustee's review of the matters
raised in the Notice of Default and Response. Fitch expects that
this matter will be resolved without any negative impact to
bondholders or the credit profile of TRMC.

Disclosure

TRMC covenants to disclose annual financial statements within six
months of year-end and quarterly unaudited financial statements
within 30 days through the MSRB EMMA website.


UNITED RENTALS: Moody's Raises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded United Rentals (North America),
Inc.'s (URI) Corporate Family Rating (CFR) to Ba3 from B1 and its
Probability of Default Rating (PDR) to Ba3-PD from B1-PD. Moody's
also upgraded the company's senior secured notes rating to Ba1
from Ba2, its senior unsecured debt rating to B1 from B2, and its
senior subordinated notes rating to B2 from B3. The company's
Speculative Grade Liquidity Rating was upgraded to SGL-2 from SGL-
3 to reflect the expectation that United Rentals will maintain a
good liquidity profile over the next 12 to 18 months. The ratings
outlook is stable.

Ratings Rationale

URI's upgrade reflects the expectation for continued improvement
of the company's credit quality due to its good margins, strong
rental demand, and the benefits from its ongoing diversification
strategy including the benefits of its National Pump acquisition
which strengthens its rental portfolio offerings into the oil and
gas sector. The rating also reflects the company's national
footprint and very large size relative to its competitors, as well
as the reputational and execution benefits this provides to better
serve large customers, procure equipment at more competitive
prices, and sell used equipment at prices that reflect the
company's equipment maintenance program. Moreover, Moody's believe
the slow growth economy benefits URI in that it reduces equipment
manufacturers' pricing leverage and encourages contractors to rent
rather than purchase equipment. By providing quality equipment for
rent, the company reduces the customers' worries associated with
equipment ownership including: procuring, financing, maintaining,
and tracking the location of their equipment.

The ratings considers URI's demonstrated aggressive growth through
acquisition strategy with a few billion spent on acquistions in
recent years, including the National Pump acquisition earlier in
2014, and the purchase of RSC Holdings in April 2012. Moody's
believe that URI has proven its ability to balance its growth
initiatives and repurchase shares as its leverage has been
improving due to higher EBITDA levels.

The rating upgrade reflects the improvement in leverage to 3.5
times as of June 30, 2014 from 3.9 times as of June 30, 2013 (on a
Moody's adjusted basis) and Moody's expectation for additional
leverage improvement over the next 12 to 18 months. Moody's
expectations for lower leverage are consistent with the company's
plan to operate in its stated target leverage range of 2.5 to 3.5
times. It is currently near the high end of this range (based on
United Rentals' calculation of adjusted EBITDA which is lower than
Moody's adjusted levels).

The upgrade in URI's speculative grade liquidity rating to SGL-2
from SGL-3 reflects the expectation for good liquidity over the
next year including its good operating cash flow, cash on the
balance sheet, and manageable near-term debt maturities. Moreover,
revolver availability under its $2.3 billion ABL credit facility
due 2016 is anticipated to remain near $1 billion for the next
year unless there is a meaningful acquisition or the company's
share buyback program is upsized.

United Rentals' stable ratings outlook reflects the expectation
for modest improvement in its credit metrics balanced against the
cyclical business risks and elevated leverage.

The ratings outlook or rating could be adversely affected if debt
to EBITDA were expected to increase above 3.75 times and deemed to
be deteriorating further, EBIT to interest to decrease below 1.5
times, and/or the company's liquidity profile to weaken. Ratings
could also be adversely impacted if sales and margins contracted
thereby resulting in a lower return on its expanded fleet.
Increased shareholder friendly actions or a debt financed
acquisition that resulted in higher leverage could also pressure
the rating.

The ratings could be upgraded or the outlook changed to positive
if the company were expected to experience positive free cash flow
to debt after net capital expenditures and other uses so as to
allow for continued deleveraging. Specifically, debt to EBITDA
below 3 times and EBIT to interest trending to be above 2.75 times
on a sustainable basis (all numbers on a Moody's adjusted basis).
Positive traction could be limited by future return of cash to
shareholders via stock repurchases depending on its impact on
leverage. Reductions in leverage would be considered in light of
the company's target leverage ratio, and its projected overall
cash generating ability.

The principal methodology used in these ratings was the Global
Equipment and Automobile Rental Industry Methodology 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.

Upgrades:

Issuer: United Rentals (North America), Inc.

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Corporate Family Rating (Local Currency), Upgraded to Ba3 from
B1

Senior Subordinated Regular Bond/Debenture (Local Currency) Sep
15, 2020, Upgraded to B2 (LGD6) from B3 (LGD6)

Senior Unsecured Regular Bond/Debenture (Local Currency) Jun 15,
2023, Upgraded to B1 (LGD4) from B2 (LGD4)

Senior Unsecured Regular Bond/Debenture (Local Currency) Nov 15,
2024, Upgraded to B1 (LGD4) from B2 (LGD4)

Senior Unsecured Regular Bond/Debenture (Local Currency) Jun 15,
2023, Upgraded to B1 (LGD4) from B2 (LGD4)

Issuer: RSC Holdings III, LLC

Senior Unsecured Regular Bond/Debenture (Local Currency) Feb 1,
2021, Upgraded to B1 (LGD4) from B2 (LGD4)

Issuer: UR Financing Escrow Corporation

Senior Secured Regular Bond/Debenture (Local Currency) Jul 15,
2018, Upgraded to Ba1 (LGD2) from Ba2 (LGD2)

Senior Unsecured Regular Bond/Debenture (Local Currency) May 15,
2020, Upgraded to B1 (LGD4) from B2 (LGD4)

Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 15,
2022, Upgraded to B1 (LGD4) from B2 (LGD4)

Outlook Actions:

Issuer: United Rentals (North America), Inc.

Outlook, Remains Stable

Note: All of the notes listed above were either originally issued
by, or assumed by, United Rentals (North America), Inc. subsequent
to the original issuance including those issued by RSC.

United Rentals, headquartered in Stamford, CT, is an equipment
rental company with a fleet of approximately 400,000 units and
over 880 rental locations across the US and Canada. The company
operates in two business segments. Its General Rentals segment
provides construction, industrial and homeowner equipment; its
Trench Safety, Power & HVAC, and Pump Solutions segment provides
equipment for underground construction, temporary power, climate
control and disaster recovery, and pumps largely for the oil and
gas sector. While the primary source of revenue is from renting
equipment, the company also sells equipment and related parts and
services. LTM revenue for the period ending June 30, 2014 was
approximately $5.2 billion.


UNIVERSAL HEALTH CARE: Trustee Okayed to Tap Ver Ploeg as Counsel
-----------------------------------------------------------------
The Chapter 11 trustee of Universal Health Care Group, Inc.
received approval from the U.S. Bankruptcy Court for the Middle
District of Florida to hire Ver Ploeg & Lumpkin, P.A. as his
special counsel.

Soneet Kapila, the bankruptcy trustee, tapped the firm to assist
him on insurance-related matters.  Specifically, Ver Ploeg will
advise the trustee on the recovery of proceeds from various
fidelity bonds, and issues related to his claims against former
directors and officers of UHCG.

The firm will also assist the trustee in the litigation of a
declaratory judgment action filed by RSUI Indemnity Co. against
UHCG.

Ver Ploeg has agreed to represent the trustee for fees to be
determined by the bankruptcy court.  The firm's hourly rates range
from $135 to $235 for paraprofessionals, and from $200 to $625 for
attorneys.

The firm neither holds nor represents interest adverse to UHCG and
its creditors, according to an affidavit filed by Jason Mazer,
Esq., a partner at Ver Ploeg.

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVERSAL HEALTH CARE: Drops Bid to Appoint Abernathy as Director
-----------------------------------------------------------------
Soneet Kapila, the bankruptcy trustee of Universal Health Care
Group, Inc., withdrew his motion to appoint Mark Abernathy as the
sole director of certain subsidiaries of UHCG.

The move came after U.S. Bankruptcy Judge K. Rodney May on June 12
approved the trustee's settlement agreement with BankUnited NA and
the special deputy receivers for Universal HMO of Texas, Inc. and
Universal Health Care of Nevada, Inc.

The agreement resolved the legal issues concerning the trustee's
bid to appoint Mr. Abernathy.  The motion drew support from
BankUnited while it drew flak from the special deputy receivers.

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


VAIL LAKE: Creditors Get Properties for $8.8MM Cash + Credit Bid
----------------------------------------------------------------
Cambridge Financial of California, LLC and two other secured
creditors of Vail Lake Rancho California, LLC will acquire all
real and personal properties owned by the company.

U.S. Bankruptcy Judge Louise DeCarl Adler recently signed off on
an order approving the sale of Vail Lake's properties, which is
part of a settlement it made with its secured creditors that also
include Beresford Development, LLC and XD Conejo Notes, LLC.

Together, the three creditors assert more than $100 million in
secured claims against the company and its affiliates, which are
also in Chapter 11 protection.

The properties were supposed to be sold at an auction on Aug. 7,
with the secured creditors' offer serving as the "stalking horse"
bid or the lead bid.  However, no prospective buyers qualified to
bid at the auction.

One issue raised by most of the prospective buyers is the value of
the properties, according to Matthew Weaver of Lee & Associates
Commercial Real Estate Services, the real estate broker hired by
the company.

"With a minimum initial overbid of approximately $33 [million],
the majority of potential buyers with whom we spoke struggled to
see the path to creating value," Mr. Weaver said in a court
filing.

"Income from the properties' operations did not support a value
that high and most buyers were uncertain regarding the properties'
development potential," he said.

The secured creditors' offer includes $8.8 million in cash and a
credit bid in the amount of $23.97 million.  They will also get
the title to a portion of the so-called Sundance properties.

               Settlement With Secured Creditors

The sale is part of an agreement that would resolve Vail Lake's
dispute with the secured creditors.

Under the settlement, the secured creditors may elect to sell
their claims to an assignee of their choice prior to the close of
the sale, with the assignee taking title to the real and personal
property being sold.

Earlier, the secured creditors reached a deal with Rancho
California Water District, under which they agreed to sell their
liens to the water provider.  This means the Temecula Valley water
provider would ultimately end up acquiring title to Vail Lake's
properties, according to court filings.

Under the settlement, Vail Lake agreed to release any claim
against the secured creditors.  In addition, any unsecured
deficiency claim of the secured creditors will be subordinated to
the recoveries of general unsecured creditors, unless and until
such recoveries total 40%, at which time those claims will be
entitled to further distributions that would otherwise go to the
general unsecured creditors.

"With over $100 million in secured claims asserted against
the debtors' estates, they realized that a successful resolution
of these cases required a resolution with the Secured Creditors,"
said the company's lawyer, J. Barett Marum, Esq., at Sheppard,
Mullin Richter & Hampton LLP, in San Diego, California.

A full-text copy of the settlement agreement can be accessed for
free at http://is.gd/b4Y9bV

In a related development, Vail Lake signed a stipulation resolving
County of Riverside's objection to the sale.  Pursuant to the
stipulation, County of Riverside will receive payment of taxes on
certain properties.  The stipulation is available for free at
http://is.gd/IUG1Pu

                          About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Gets Court Approval to Hire Lavine as Accountant
-----------------------------------------------------------
U.S. Bankruptcy Judge Louise DeCarl Adler authorized Vail Lake
Rancho California, LLC and its affiliated debtors to hire Lavine,
Lofgren, Morris & Engelberg LLP as their accountant effective as
of May 12, 2014.

Vail Lake tapped the San Diego-based accounting firm to prepare
tax returns for the company and its affiliated debtors during the
pendency of their bankruptcy cases.

The firm will be paid for its services on an hourly basis and will
receive reimbursement for work-related expenses.  The current
normal and customary hourly rates charged by the firm and the
persons most likely to work on this matter are as follows:

         Dennis Lavine               $275
         Jeff Alvarez                $200

         Tax Staff                $90 to $135
         Administration               $70

The firm did not receive a retainer but reserves the right to seek
a retainer or other protection subject to court approval.

In a declaration, Mr. Lavine, a member at Lavine Lofgren, said
that the firm does not have a conflict of interest that would
prohibit it from performing work on behalf of the company.

                          About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VAUGHAN CO: Bid to Set Aside Magistrate Judge's Ruling Denied
-------------------------------------------------------------
District Judge William P. Johnson in New Mexico denied the
Defendants' Motion to Review and Set Aside the Portion of the
Magistrate's July 22, 2014 Order Striking Certain Defendants' Jury
Demands, filed August 5, 2014, in the case captioned as, JUDITH A.
WAGNER, Chapter 11 Trustee of the bankruptcy estate of The Vaughan
Company, Realtors, Plaintiff, v. 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, Defendants, Case Nos. 12-CV-00817-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
(D. N.M.).

The case arises out of a massive Ponzi scheme perpetrated by Doug
Vaughan through Vaughan Company Realtors.  The adversary
proceeding is one of many adversary proceedings initiated by the
Chapter 11 Trustee seeking to recover payments made by VCR to
parties who invested in VCR's promissory note program.  The
adversary proceeding is also one of a group of adversary
proceedings where the reference to Bankruptcy Court was withdrawn
thereby resulting in this matter proceeding in District Court.

A copy of the District Court's August 26, 2014 Memorandum Opinion
and Order is available at http://is.gd/KLsyGgfrom Leagle.com.

Judith A. Wagner is represented by James A. Askew, Esq., Daniel A
White, Esq., Edward A. Mazel, Esq., and Jacqueline Ortiz, Esq., at
Askew & Mazel, LLC; and Maureen A Sanders, Esq., at Sanders &
Westbrook, PC.

                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.


VARIANT HOLDING: Files Bare-Bones Chapter 11 Petition
-----------------------------------------------------
Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Variant Holding Company, LLC
        1200 N. El Dorado Pl.
        Ste. G-700
        Tucson, AZ 85715

Case No.: 14-12021

Chapter 11 Petition Date: August 28, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Peter J. Keane, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: 302-652-4100
                  Fax: 302-652-4400
                  Email: pkeane@pszjlaw.com

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Courtland Gettel, chief executive
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Commercial Group                                     $8,000,000
c/o Michael Olsen, Esq.
103 East Irving Park Rd.
Roselle, IL 60172
Tel: 708-372-3819
Email: meopc@aol.com

Snowdon Partners                      Guaranty       $6,700,000
Properties 15, LLC
c/o Russ Krone
5729 East Cactus Wren Rd.
Paradise Valley, AZ 85253
Tel: 520-884-9694, X12
Email: russ@thompsonkrone.com

Brett Pezzuto                                        $2,000,000
c/o Michael Olsen, Esq.
103 East Irving Park Rd.
Roselle, IL 60172
Tel: 708-372-3819
Email: meopc@aol.com

Christian Pezzuto                                    $2,000,000
c/o Michael Olsen, Esq.
103 East Irving Park Rd.
Roselle, IL 60172
Tel: 708-372-3819
Email: meopc@aol.com

Tom Kivisto                                          $2,000,000
c/o Michael Olsen, Esq.
103 East Irving Park Rd.
Roselle, IL 60172
Tel: 708-372-3819
Email: meopc@aol.com

Mark Mills                                           $2,000,000
c/o Michael Olsen, Esq.
103 East Irving Park Rd.
Roselle, IL 60172
Tel: 708-372-3819
Email: meopc@aol.com

Snowdown FX3 Huddie, LLC              Guaranty         $500,000
c/o Russ Krone
5279 East Cactus Wren Rd.
Paradise Valley, AZ 85253
Tel: 520-884-9694, X12
Email: russ@thompsonkrone.com

Greenberg Traurig LLP                 Open Account     $467,419
c/o Howard J. Steinberg, Esq.
1840 Century Park East
Suite 1900
Los Angeles, CA 90067
Tel: 310-586-7700
Email: steinbergh@gtlaw.com

JMBJAB Investments, LLC               Guaranty         $455,000
Retirement Plan
c/o Jeffrey H. Greenberg, Esq.
JH Greenberg & Associates, PLLC
1200 North El Dorado Pl.,
Ste. G-700
Tucson, AZ 85715
Tel: 520-209-1932
Email: jeff@jhga-law.com

JH Greenberg & Associates, PLLC       Open Account     $350,000
1200 N. El Dorado Pl.,
Ste. G-700
Tucson, AZ 85715
Tel: 520-209-1932
Email: jeff@jhga-law.com

Holy Canoli, LLC                       Note Guaranty   $244,000

Yardi Systems                                           $44,854

United Health Care                     Trade Payable    $19,815

Assimilate Solutions                   Trade Payable    $13,350

Huber CPA PC                           Open Account     $10,000

Symphony Tower LLC                     Trade Payable     $8,209

Levitzacks CPAs                        Trade Payable     $4,432

Simply Bitz, LLC                       Trade Payable     $3,998

Login, Inc.                            Trade Payable     $2,830

FedEx                                  Trade Payable     $1,565


VCA INC: S&P Withdraws 'BB' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'BB' corporate credit rating, on VCA Inc. at the company's
request.  The company plans on repaying all of its rated debt with
the proceeds of a new credit facility.


WALLDESIGN INC: Court Confirms Chapter 11 Liquidation Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed the Chapter 11 plan of liquidation of Walldesign, Inc.
at the hearing held on July 30.

The liquidation plan jointly proposed by the company and the
unsecured creditors' committee was confirmed four months after the
court approved the outline of the plan or the so-called disclosure
statement on April 18.

The plan calls for the liquidation of Walldesign's assets and
payments to holders of administrative claims and other creditors
entitled to distributions of all cash on hand as well as net
proceeds realized from the litigation of claims held by the estate
and liquidation of other assets.

Under the plan, a liquidation trust will be created to prosecute
causes of action.  Proceeds realized from the litigation or
settlement of causes of action will be used to pay claims approved
by the court.  Priority non-tax claims will be paid in full and
any remaining amount will be distributed on a pro rata basis to
general unsecured creditors until they are fully paid.

The majority of Walldesign's creditors entitled to vote accepted
the plan, court papers show.

Class 5, which is comprised of holders of priority non-tax claims,
cast two ballots accepting the plan.

Meanwhile, six ballots were cast by creditors holding Class 6
general unsecured claims.  One ballot in the amount of $78,988
rejected the liquidation plan while the five other ballots in the
aggregate amount of $3.37 million accepted the plan.

One more ballot was cast accepting the plan but it wasn't counted
since the general unsecured creditor didn't file a proof of claim
and wasn't listed in the company's schedules of assets and
liabilities.

No ballots were cast by creditors holding Class 7 subordinated
claims and Class 4 secured claims.  Class 4 is comprised of claims
asserted by secured creditors other than Comerica Bank, VFS and
Bello Construction, according to court filings.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Michael Bello, chief
executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALLDESIGN INC: Committee Gets Approval to Settle Avoidance Claims
------------------------------------------------------------------
Walldesign Inc.'s official committee of unsecured creditors
received court approval to settle all avoidance claims in which
the deal results in a payment to the estate of at least 60% of the
avoidance liability of claims of less than $100,000 without
further hearing or notice.

The payment is subject to reduction for asserted transfers deemed
not recoverable by the unsecured creditors' committee, according
to the order issued by the U.S. Bankruptcy Court for the Central
District of California.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Michael Bello, chief
executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


XZERES CORP: Appoints David Hofflich as Chief Executive Officer
---------------------------------------------------------------
XZERES Corp. has appointed David Hofflich as chief executive
officer, succeeding Frank Greco who will remain president,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.  Mr. Hofflich will assume Greco's board seat.

Mr. Greco resigned as the Company's CEO and director on Aug. 25,
2014.  There was no disagreement with the Company on any matter
related to the Company's operations, policies or practices, nor
was Mr. Greco removed for cause.  His compensation package has
been adjusted such that his salary is now $180,000 per year, plus
any incentive bonuses for which he may qualify.  In addition, the
Company has accelerated the vesting of Mr. Greco's remaining
outstanding stock options.

Mr. Hofflich is a seasoned financial executive with more than 20
years of experience in multiple industries, including facets of
the energy, manufacturing, and distribution.  Mr. Hofflich has
served as interim CEO, CFO, CRO and advisor to numerous publicly
and privately-owned companies.  He has been recognized for
implementing successful strategies in complex business
environments and turn-around situations which have created
significant enterprise value.

He has been serving as a strategic consultant to XZERES for more
than a year, playing a key role in the Company's capitalization
and acquisition of Skystream and establishing an exclusive license
agreement with Argosy Wind Power.  Through these in depth
strategies, he has developed a strong working knowledge of the
company's operations, allowing a smooth integration into his new
role as CEO.

"I have had the pleasure of working closely with David over the
past year," noted Greco.  "As the company's new CEO, I'm confident
he will further focus and drive its expanding opportunities around
the world.  XZERES has positioned itself with various strategies
in an increasing number of market opportunities, including the
growing Asian wind market in Japan, Vietnam, India, Philippines as
well as in Europe and the Americas.  David's tenacity and
capabilities will help us effectively pursue the rapidly growing
number of opportunities around the world."

Mr. Hofflich earlier served as a director at Alix Partners, a
global business advisory firm, and Getzler Henrich & Associates,
an early pioneer in the turnaround and restructuring sector.
Additionally he was a partner at Tatum, an advisory firm comprised
of senior operating executives who provide hands-on strategic,
financial and technology leadership.  Earlier in his career, he
served as a controller at UBS Warburg and a senior auditor at
Arthur Andersen.  He is a certified public accountant, and
received his Bachelor of Science in Accounting from SUNY
Binghamton and MBA in Finance from Fordham University.

"Over the course of the last year, XZERES has made tremendous
progress building a global sales network which is supported by a
world class engineering and technical team," said Mr. Hofflich.
"The company has increased its product offering, transitioning
from being a one product company operating in only a few markets
to now working on a substantial pipeline of global opportunities
with a full range of energy solutions.  Given the company's
growing sales momentum and backlog, looking ahead we see these
efforts producing significant revenue growth and profitability."

Mr. Hofflich's compensation will be $120,000 in annual salary,
plus incentive bonuses based on the Company's total sales.

Mr. Hofflich retains beneficial ownership of 6,000,000 shares of
the Company's common stock by reason of a warrant the Company
issued to Hofflich & Associates as compensation under the
consulting agreement previously in place between the Company and
Hofflich & Associates.  The strike price on the warrant shares is
$0.35 per share.

                Consummation Various Transactions

On Aug. 27, 2014, Xzeres Corp. announced details regarding its
consummation of the following:

  (i) new term loan with Wells Fargo Bank, National Association;

(ii) repayment of its outstanding indebtedness to Renewable Power
      Resources, LLC;

(iii) payment of $1,105,000 to Hanover Holdings I, LLC,
      in consideration of the settlement of the Company's
      outstanding indebtedness to Hanover Holdings I, LLC, and the
      surrender and retirement of the outstanding warrant for
      600,000 shares of the Company common stock held by Hanover;

(iv) repayment and private placement of common stock to Ronald
      Elvidge to satisfy the outstanding indebtedness of the
      Company to Ronald Elvidge as well as the surrender and
      retirement of the outstanding Series A Preferred Stock and
      common stock warrants of the Company held by Ronald Elvidge;

  (v) the private placement of shares of common stock in
      connection with warrant exercises by each of Paul DeBruce
      and Ravago Holdings America, Inc.; and

(vi) the private placement of shares of common stock in
      connection with additional capital investments from each of
      Paul DeBruce, Ravago Holdings America, Inc., and Plastiche
      S.A.

With its consummation of the transactions, the Company was able to
significantly reduce its annual interest expense by approximately
$1 million, retire all of outstanding preferred stock, eliminate a
significant number of its outstanding warrants, as well as obtain
additional funds for working capital in excess of $5.5 million.

On Aug. 21, 2014, the Company entered into a Credit Agreement with
Wells Fargo Bank, National Association, as administrative agent,
and the lender party.  Under the Credit Agreement, the Lender has
agreed to make a term loan to the Company in the principal amount
of $15 million.  Management intends to use proceeds of the Term
Loan to repay certain of the Company's existing indebtedness as
and to provide funds for working capital.

Outstanding borrowings under the Credit Agreement bear interest,
at the Company's option, at a base rate plus an applicable margin
of 1.75% or LIBOR rate plus 3.00%.  The Company also paid a
closing fee equal to 1% of the term loan amount and is obligated
to pay a servicing fee of $1,000 per month.  The Company may
prepay borrowings under the Credit Agreement at any time after
five days notice without premium or penalty.  Any amounts
outstanding under the Credit Agreement will be repaid on a monthly
basis beginning on Jan. 31, 2015, based on a 7 year amortization
schedule, and any remaining amount owing shall be due by the
maturity date under the Credit Agreement, which is Feb. 21, 2016.
In addition to the required amortization payments, the Company is
also required to prepay the Term Loan with the net cash proceeds
of certain mandatory prepayment events, such as certain asset
dispositions, additional indebtedness, equity issuances,
extraordinary receipts as well as seventy five percent of the
Company's excess cash flow on a quarterly basis commencing with
the period ended Feb. 28, 2015.

Borrowings under the Credit Agreement are secured by a first
priority lien on all of the Company's and its domestic
subsidiaries' assets including accounts receivable, inventory,
cash, deposit accounts, commodity accounts, certain assets related
thereto and proceeds of the foregoing, as well as a pledge of
certain equity of the Company's wholly owned subsidiaries.

With respect to the Elvidge Settlement, the Company has initiated
the issuance of 1,000,000 shares of common stock, along with the
payment of $1,350,000, in exchange for the surrender by Mr.
Elvidge of his 1,428,571 shares of Series A Preferred Stock of the
Company and warrants convertible into 2,142,857 shares of common
stock of the Company, as well as the satisfaction in full of
Amended and Restated Term Note dated April 16, 2014, in the
original principal amount of $660,000.

With respect to the Warrant Exercises, (i) Paul DeBruce exercised
his existing warrants issued by the Company by paying the
aggregate exercise price of $887,550 in exchange for the 2,535,857
shares of common stock subject to his warrants, and (ii) Ravago
Holdings America, Inc., exercised its existing warrants issued by
the Company by paying the aggregate exercise price of $391,029 in
exchange for the 1,117,227 shares of common stock subject to its
warrants.

With respect to the Investments, (i) Paul DeBruce invested an
additional $898,530 in a private placement in exchange for
3,594,120 shares of common stock, (ii) Ravago Holdings America,
Inc. invested an additional $302,891 in a private placement in
exchange for 865,403 shares of common stock, and (iii) Plastiche,
S.A., invested $2,400,000 in a private placement in exchange for
8,635,966 shares of common stock.

                         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.

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.


XZERES CORP: Paul DeBruce Holds 33.2% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Paul DeBruce disclosed that as of Aug. 21,
2014, he beneficially owned 16,009,932 shares of common stock of
XZERES Corp. representing 33.2 percent of the shares outstanding.

On Aug. 21, 2014 (i) the Company issued 3,594,120 shares of Common
Stock to Mr. DeBruce for an aggregate purchase price of $898,530,
and (ii) the Company issued 3,214,108 shares of Common Stock to
Mr. DeBruce in consideration of his exercise of warrants and
payment of an aggregate warrant exercise price of $887,550.  The
$898,530 purchase price for the newly issued shares and the
$887,550 warrant exercise price were paid by Mr. DeBruce in cash
out of his personal funds, and no part of the funds used in
purchasing the shares were represented by funds or other
consideration that was borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the securities.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/WOxBHy

                         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.

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.


XZERES CORP: James Duffy No Longer a Shareholder
------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, James W. Duffy disclosed that as of Aug. 27,
2014, he no longer holds any shares in Xzeres Corp.

Mr. Duffy previously owned 2,126,667 shares of common stock and a
warrant to purchase 558,613 shares of the Company.  On or about
July 22, 2014, Mr. Duffy transferred those shares, and thereafter
also transferred the warrant, to Cynthia Duffy, his wife.  Mr.
Duffy may be deemed to beneficially own the 2,685,280 Shares owned
by his wife.

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

                        http://is.gd/o1zQUF

                         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.

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.


XZERES CORP: Ravago Holdings Has 10% Equity Stake
-------------------------------------------------
Ravago Holdings America Inc. disclosed in an amended Schedule 13D
filed with the U.S. Securities and Exchange Commission that as of
Aug. 21, 2014, it beneficially owned 6,235,963 shares of common
stock of Xzeres Corp. representing 10.08 percent of the shares
outstanding calculated based upon 61,857,197 shares of common
stock of Xzeres Corp. issued and outstanding on Aug. 25, 2014.

On or about Aug. 21, 2014, Ravago Holdings exercised its Third
Increase Warrant, and thereafter received 1,117,227 Shares
pertaining to that exercise, and also invested an additional
$302,891 in the Company in exchange for 865,403 Shares.

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

                       http://is.gd/y79lu8

                         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.

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.


ZHEJIANG TOPOINT: U.S. Court Recognizes Chinese Proceedings
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered
an order recognizing Zhejiang Topoint Photovoltaic Co., Ltd., et
al.'s bankruptcy proceedings in China as foreign main proceedings.

Bankruptcy administrator Yueming Zhang said that the Debtors'
business suffered financial difficulties stemming form the wake of
the 2008 global economic crisis and subsequent events.  The
Chinese solar manufacturing industry boomed following government
stimulus and subsidy for the solar industry.  However, global
demand failed to keep pace with the massive production put out by
Chinese companies.  As a result, many of China's larger solar
firms faced possibility of bankruptcy or consolidation, including
LDK Solar, Yingli Solar, and Suntech Power Holdings.

The industry may now be turning a corner, thanks to increasing
demand starting to "catch up" to the prior glut of overproduction.
Developers installed 37.5 gigawattas of panels worldwide last
year, up from 22 percent from 2012, and that figure may increase
as much as 39 percent this year, according to data compiled by
Bloomberg.

The Chinese proceeding was commenced on Nov. 5, 2013, by applicant
Haining City Rural Credit Cooperatives after Topoint Group failed
to meet obligations on its credit facility.  The Chinese court
ordered the Topoint Group to be placed in to restructuring
proceedings on Dec. 25, 2013.

The bankruptcy administrator is asking the U.S. Court to recognize
the Chinese proceeding as "foreign main proceeding."  He is also
asking the U.S. Court to enter an order staying execution and any
other acts against the Debtors' property and assets in the U.S.

In a separate order, the Court granted the Debtors' petition for
certain additional relief.

The Court found that due and proper notice of the Petition was
given to all known U.S. parties-in-interest, which notice is
deemed adequate for all purposes such that no other or further
notice thereof need be given, and Stephen M. Packman and Douglas
G. Leney, of Archer & Greiner, P.C., appearing as counsel on
behalf of the Debtors, and James L. Garrity, Jr., of Morgan Lewis
& Bockius, LLP, appearing as counsel on behalf of Nucon
Productions LLC and Solergy USA LLC, and Damien O. Del Duca
appearing on behalf of H2 Contracting, LLC/Hessert Construction NJ
LLC, and Mitchell Hausman appearing as counsel for the Office of
the U.S. Trustee.

Pursuant to Sections 1519, 1520, and 1521 of the Bankruptcy Court,
administration of certain of the Debtors' assets in the U.S. is
entrusted to the Bankruptcy Administrator and its U.S.
representatives and agents.

Nucon Production, LLC and SolergyUSA, LLC, secured creditor of
of Zhejiang Topoint Photostatic Co., Ltd., submitted its limited
opposition to the Bankruptcy Administrator's petition, stating
that the Debtors' primary assets in the United States are the
Solar Panels manufactured in China and exported to the United
States.  The panels are warehoused at facilities operated by
Solergy at a cost to Solergy of in excess of $41,500 per month.

Under New Jersey law, Solergy has a warehouseman lien on the Solar
Panels to secure the Debtors' obligations to Solergy for
warehousing the Solar Panels.

The Debtors are represented by:

         Stephen M. Packman, Esq.
         Douglas G. Leney, Esq.
         ARCHER & GREINER, A Professional Corporation
         One Centennial Square
         Haddonfield, NJ 08033-0968
         Tel: (856) 795-2121
         Fax: (856) 795-0574

Nucon Production and Solergy USA are represented by:

         James L. Garrity, Jr., Esq.
         Rachel J. Mauceri, Esq.
         Patrick D. Fleming, Esq.
         MORGAN, LEWIS & BOCKIUS LLP
         101 Park Avenue
         New York, NY 10178
         Tel: (212) 309-6000
         Fax: (212 309-6001

                      About Zhejiang Topoint

Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the
development, manufacturing, and marketing of photovoltaic solar
panels in China for sale and export to international markets,
including the United States.  Marketing of the solar panels is
performed by affiliate Zhejiang Jiutai New Energy Co. Ltd.
Manufacturing of the Topoint Group's products is generally
conducted from its facilities located in the Zhejiang Province of
the People's Republic of China.

Topoint is subject to proceedings before the People's Court of
Haining City, Zhejiang Province.  Yueming Zhang is the court-
appointed bankruptcy administrator.

Zhejiang Topoint and its three affiliates filed petitions under
Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey
(Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek
U.S. recognition of the proceedings in China.  Topoint estimated
assets of at least US$10 million and debt of less than US$10
million in the Chapter 15 petition.

Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer &
Greiner, P.C., in Haddonfield, New Jersey.


ZHEJIANG TOPOINT: U.S. Court OKs Joint Administration of Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the joint administration of the Chapter 15 cases of
Zhejiang Topoint Photovoltaic Co., Ltd., et al., for procedural
purposes only.

As reported in the Troubled Company Reporter on July 25, 2014, the
Debtors requested that parties-in-interest use a consolidated
caption to indicate that any pleading filed relates to the jointly
administered Chapter 15 cases.  The Debtors asked that the caption
of the Chapter 15 cases be modified to reflect their joint
administration, with Case No. 14-24549-GMB as the lead case.

                      About Zhejiang Topoint

Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the
development, manufacturing, and marketing of photovoltaic solar
panels in China for sale and export to international markets,
including the United States.  Marketing of the solar panels is
performed by affiliate Zhejiang Jiutai New Energy Co. Ltd.
Manufacturing of the Topoint Group's products is generally
conducted from its facilities located in the Zhejiang Province of
the People's Republic of China.

Topoint is subject to proceedings before the People's Court of
Haining City, Zhejiang Province.  Yueming Zhang is the court-
appointed bankruptcy administrator.

Zhejiang Topoint and its three affiliates filed petitions under
Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey
(Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek
U.S. recognition of the proceedings in China.  Topoint estimated
assets of at least US$10 million and debt of less than US$10
million in the Chapter 15 petition.

Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer &
Greiner, P.C., in Haddonfield, New Jersey.


* Top Bitcoin Proponent to Plead Guilty to Federal Charge
---------------------------------------------------------
Sydney Ember, writing for The New York Times' DealBook, reported
that Charles Shrem, a prominent supporter of Bitcoin, said he will
plead guilty to resolve federal charges that he helped federal
court in smooth the way for drug transactions on the online
marketplace Silk Road.  The DealBook said Mr. Shrem is to plead in
New York to one count of aiding and abetting the operation of an
unlicensed money transmitting business.


* FASB Issues Guidance to Improve Going Concern Reporting
---------------------------------------------------------
The Financial Accounting Standards Board (FASB) on Aug. 27 issued
Accounting Standards Update No. 2014-15, Presentation of Financial
Statements-Going Concern (Subtopic 205-40): Disclosure of
Uncertainties about an Entity's Ability to Continue as a Going
Concern.  The Update is intended to define management's
responsibility to evaluate whether there is substantial doubt
about an organization's ability to continue as a going concern and
to provide related footnote disclosures.

Under Generally Accepted Accounting Principles (GAAP), financial
statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except
in limited circumstances. Financial reporting under this
presumption is commonly referred to as the going concern basis of
accounting.  The going concern basis of accounting is critical to
financial reporting because it establishes the fundamental basis
for measuring and classifying assets and liabilities.

Currently, GAAP lacks guidance about management's responsibility
to evaluate whether there is substantial doubt about the
organization's ability to continue as a going concern or to
provide related footnote disclosures.

The Update provides guidance to an organization's management, with
principles and definitions that are intended to reduce diversity
in the timing and content of disclosures that are commonly
provided by organizations today in the financial statement
footnotes.

"This Update responds to stakeholder concerns about the diversity
that currently exists in footnote disclosures because of the lack
of guidance in GAAP and the differing views in practice about when
substantial doubt exists," said FASB Technical Director Susan M.
Cosper.  "It improves the comparability of these disclosures by
providing guidance on when there is substantial doubt and how the
underlying conditions and events should be disclosed in the
footnotes."

The amendments in this Update apply to all companies and not-for-
profit organizations.  They become effective in the annual period
ending after December 15, 2016, with early application permitted.
The Update and a FASB In Focus document are available on the FASB
Web site at http://www.fasb.org/

         About the Financial Accounting Standards Board

Since 1973, the Financial Accounting Standards Board --
http://www.fasb.org-- has been the designated organization in the
private sector for establishing standards of financial accounting
and reporting.  Those standards govern the preparation of
financial reports and are officially recognized as authoritative
by the Securities and Exchange Commission and the American
Institute of Certified Public Accountants.  Such standards are
essential to the efficient functioning of the economy because
investors, creditors, auditors, and others rely on credible,
transparent, and comparable financial information.


* BOND PRICING: For The Week From August 25 to 29, 2014
-------------------------------------------------------

  Company              Ticker   Coupon Bid Price  Maturity Date
  -------              ------   ------ ---------  -------------
Alion Science &
  Technology Corp      ALISCI   10.250    95.000       2/1/2015
Allen Systems
  Group Inc            ALLSYS   10.500    52.250     11/15/2016
Allen Systems
  Group Inc            ALLSYS   10.500    53.000     11/15/2016
Buffalo Thunder
  Development
  Authority            BUFLO     9.375    41.500     12/15/2014
Caesars Entertainment
  Operating Co Inc     CZR      10.000    26.520     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.750    41.400       2/1/2016
Caesars Entertainment
  Operating Co Inc     CZR       6.500    34.875       6/1/2016
Caesars Entertainment
  Operating Co Inc     CZR      12.750    28.000      4/15/2018
Caesars Entertainment
  Operating Co Inc     CZR       5.750    37.490      10/1/2017
Caesars Entertainment
  Operating Co Inc     CZR      10.000    26.300     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.750    38.500       2/1/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.750    42.125       2/1/2016
Caesars Entertainment
  Operating Co Inc     CZR      10.000    26.250     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    25.625     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    26.250     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    25.625     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.750    42.125       2/1/2016
Caesars Entertainment
  Operating Co Inc     CZR       5.750    17.250      10/1/2017
Champion
  Enterprises Inc      CHB       2.750     0.250      11/1/2037
Endeavour
  International Corp   END      12.000    48.500       6/1/2018
Endeavour
  International Corp   END       5.500    41.750      7/15/2016
Energy Conversion
  Devices Inc          ENER      3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC      TXU       8.175     1.000      1/30/2037
Energy Future
  Holdings Corp        TXU       5.550    85.000     11/15/2014
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU      10.000     7.750      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU      10.000     7.375      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU       6.875     5.625      8/15/2017
Exide Technologies     XIDE      8.625    39.000       2/1/2018
Exide Technologies     XIDE      8.625    39.125       2/1/2018
Exide Technologies     XIDE      8.625    39.125       2/1/2018
FairPoint
  Communications
  Inc/Old              FRP      13.125     1.000       4/2/2018
Global Geophysical
  Services Inc         GGS      10.500    20.000       5/1/2017
Global Geophysical
  Services Inc         GGS      10.500    19.875       5/1/2017
James River Coal Co    JRCC      7.875    12.500       4/1/2019
James River Coal Co    JRCC      4.500     1.000      12/1/2015
James River Coal Co    JRCC     10.000     0.750       6/1/2018
James River Coal Co    JRCC     10.000     4.963       6/1/2018
James River Coal Co    JRCC      3.125     1.875      3/15/2018
Las Vegas Monorail Co  LASVMC    5.500    10.000      7/15/2019
Lehman Brothers Inc    LEH       7.500    13.500       8/1/2026
MF Global
  Holdings Ltd         MF        6.250    41.129       8/8/2016
MF Global
  Holdings Ltd         MF        1.875    44.500       2/1/2016
MModal Inc             MODL     10.750    10.375      8/15/2020
MModal Inc             MODL     10.750    10.125      8/15/2020
Momentive
  Performance
  Materials Inc        MOMENT   11.500     3.500      12/1/2016
Motorola
  Solutions Inc        MSI       6.000   113.739     11/15/2017
Motors
  Liquidation Co       MTLQQ     7.200    11.250      1/15/2011
Motors
  Liquidation Co       MTLQQ     7.375    11.250      5/23/2048
Motors
  Liquidation Co       MTLQQ     6.750    11.250       5/1/2028
NII Capital Corp       NIHD     10.000    27.000      8/15/2016
NII Capital Corp       NIHD      7.625    15.000       4/1/2021
NII Capital Corp       NIHD      8.875    29.750     12/15/2019
Platinum Energy
  Solutions Inc        PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc        PLATEN   14.250    74.750       3/1/2015
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Quicksilver
  Resources Inc        KWK       7.125    64.960       4/1/2016
RAAM Global
  Energy Co            RAMGEN   12.500    80.450      10/1/2015
Savient
  Pharmaceuticals
  Inc                  SVNT      4.750     0.125       2/1/2018
TMST Inc               THMR      8.000    12.000      5/15/2013
Terrestar
  Networks Inc         TSTR      6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250    14.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    37.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    36.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250    14.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500    14.250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250    13.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500    14.375      11/1/2016
Tunica-Biloxi
  Gaming Authority     PAGON     9.000    60.750     11/15/2015
Western Express Inc    WSTEXP   12.500    82.250      4/15/2015
Western Express Inc    WSTEXP   12.500    84.000      4/15/2015



                             *********

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, Psyche A. Castillon, 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 ***