TCR_Public/141217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 17, 2014, Vol. 18, No. 350

                            Headlines

1058 SOUTHERN: Creditors Have Until Jan. 8 to File Claims
1058 SOUTHERN: Has Access to Cash Collateral Until Dec. 20
1058 SOUTHERN: Files Schedules of Assets and Liabilities
1058 SOUTHERN: Wants Access to Cash Collateral Until Dec. 31
1058 SOUTHERN: Wants Jan. 8, 2015 General Claims Bar Date

148 WEST: Court Enters Final Decree Closing Reorganization Case
AES CORP: Fitch Affirms 'BB-' Issuer Default Ratings
ALCO STORES: Files Schedules of Assets and Liabilities
ALLIED SYSTEMS: Black Diamond's Lawsuit vs. Yucaipa
ATHLACTION HOLDINGS: S&P Says Outlook 'Stable' & Affirms 'B' CCR

AUTOMATED BUSINESS: Secured Creditors Reject 2nd Amended Plan
AZIZ CONVENIENCE: Wants Until March 2 to Propose Chapter 11 Plan
AZIZ CONVENIENCE: Hearing Today on Further Use of Cash Collateral
AZIZ CONVENIENCE: Hires GA Keen as Investment Banker
AZIZ CONVENIENCE: Hearing Today on Bid to Extend Exclusivity

BATE LAND: Court Will Use Indubitable Equivalence Cases List
BINGO.COM LTD: Operating Losses Raise Going Concern Doubt
BOMBARDIER INC: Fitch Affirms 'BB-' Issuer Default Rating
BRAND AFFINITY: Case Summary & 22 Largest Unsecured Creditors
BRANFORD HOLIDAY: Case Summary & 20 Largest Unsecured Creditors

CERULEAN PHARMA: CRLX101 Trial Costs Raise Going Concern Doubt
COASTLINE INVESTMENTS: Court Closes Bankruptcy Cases
DAHL'S FOODS: U.S. Trustee Says Food Partners' Fees Unreasonable
DIGITAL REALTY: Fitch Affirms 'BB+' Rating on $1BB Pref. Stock
DIOCESE OF HELENA: Court Approves Douglass Inc. as Consultant

DOWNTOWN PHOENIX: S&P Lowers Rating on $156.71MM Bonds to 'BB'
ENDICOTT CONNECT: Plan Confirmation Hearing Adjourned to Dec. 18
ENERGY FUTURE: PricewaterhouseCoopers Removed From OCP List
FLAMINGO BUSINESS: Voluntary Chapter 11 Case Summary
FOAM GUYS: Voluntary Chapter 11 Case Summary

GIGGLE N HUGS: Sustained Losses Raise Going Concern Doubt
GREAT CHINA MANIA: Needs Additional Cash in Next 12 Months
GREEN PLANET: Voluntary Chapter 11 Case Summary
GREEN POWER: Court Dismisses Chapter 11 Case
HARBOR COMMERCIAL: Case Summary & 10 Largest Unsecured Creditors

HOLLY HILL: Trustee Has Until Dec. 31 to Remove Actions
HOLLY HILL: Taps Jaenam Coe as Bankruptcy Counsel
HOYT TRANSPORTATION: Wants Plan Filing Exclusivity Thru Mar. 10
HPEV INC: Losses Since Inception, Not in Full Operation Yet
HUTCHESON MEDICAL: Taps Scroggins & Williamson as Attorney

HUTCHESON MEDICAL: Wants to Hire BMC Group as Claims Agent
HUTCHESON MEDICAL: Panel Taps Greenberg Traurig as Attorney
HUTCHESON MEDICAL: Wants to Hire GGG Partners as Fin'l Advisor
IVANHOE RANCH: Court Approves Dismissal of Bankruptcy Case
JHK INVESTMENT: Jan. 6 Hearing on Further Use of Cash Collateral

LIGHTNING GAMING: Reports $442K Net Loss for Third Quarter
LLRIG TWO: Seeks to Hire Beecher and Conniff as Attorney
LLRIG TWO: Selects Rush Hannula as Special Counsel
MACKINAW POWER: S&P Withdraws 'B+' Rating After Debt Repayment
MEDICAL CARD: S&P Lowers LT Counterparty Credit Rating to 'B-'

MEDICAL IMAGING: Losses Deficit, Raise Going Concern Doubt
MINERAL PARK: Wants Lease Decision Period Extended to March 23
MINERAL PARK: Hires Prime Clerk as Administrative Advisor
MONROE HOSPITAL: Plan Filing Exclusivity Extended to March 9
NAARTJIE CUSTOM KIDS: Has $3.06-Mil. Receivable From ZA One

NEW LOUISIANA: Case Jointly Administered for Procedural Purposes
NGPL PIPECO: S&P Lowers ICR to 'CCC+' on Weak Fin. Measures
O.W. BUNKER: Court Approves Joint Administration of Ch. 11 Cases
OCULUS INNOVATIVE: Expects More Losses in Foreseeable Future
ORIENT PAPER: Needs to Restructure to Continue as Going Concern

PALM BEACH: Court OKs Retention of Lidberg Surveyor Firm
PETSMART INC: S&P Puts 'BB+' CCR on CreditWatch Negative
PHOENIX PAYMENT: Has Until Feb. 2 to Remove Actions
PHOENIX PAYMENT: Taps Fox Rothschild as Conflicts Counsel
PVA APARTMENTS: Hearing Today on Sale of Bonifacio Property

QUEENS BALLPARK: S&P Raises Rating on $547.6MM Bonds to 'BB+'
REVEL AC: Wins Court Approval to Reject COO Contract
ROCKDALE RESOURCES: Recurring Losses Raise Going Concern Doubt
SHIROKA DEVELOPMENT: Court Set January 15 as Claims Bar Date
SILVERADO STREET: Section 341(a) Meeting Scheduled for Jan. 13

SPINDLE INC: Needs Add'l Capital to Continue as Going Concern
THINKSTREAM INC: Wins Dismissal of Involuntary Case
TRIPLANET PARTNERS: Court Denies Case Dismissal Bid
TTM TECHNOLOGIES: S&P Keeps 'BB' CCR on CreditWatch Negative
U.S. COAL: Additional Debtors Get Joint Administration Order

UNITEK GLOBAL: Proposes Young Conaway as Bankruptcy Co-Counsel
UNITEK GLOBAL: Hires FTI Consulting as Plan Consultants
WEST TEXAS GUAR: Has Exclusivity in Plan Filing Until Dec. 22


                             *********


1058 SOUTHERN: Creditors Have Until Jan. 8 to File Claims
---------------------------------------------------------
The U.S. Bankruptcy Court established Jan. 8, 2015, as the
deadline for any individual or entity to file proofs of claim
against 1058 Southern Blvd. Realty Corp.  Proofs of claim filed by
governmental units must be filed by June 2, 2015.

Proofs of claim must be submitted to this address:

         U.S. Bankruptcy Court
         Southern District of New York
         One Bowling Green, Room 534
         New York, NY 10004-1408

              About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  The
case is assigned to Judge Robert E. Gerber.  Gerard R. Luckman,
Esq., at SilvermanAcampora, LLP, represents the Debtor as counsel.


1058 SOUTHERN: Has Access to Cash Collateral Until Dec. 20
----------------------------------------------------------
The Bankruptcy Court, in an interim order, authorized 1058
Southern Blvd. Realty Corp., to use cash collateral in which
prepetition lender 1056 Southern Debt LLC has an interest.

The Court ordered that the Debtor may exceed on a monthly basis
the amount set forth in each category of disbursements set forth
in the initial budget by five percent; and also may exceed on a
monthly basis the aggregate amount of disbursements set forth in
the initial budget by ten percent, provided that such use will be
exclusively in the ordinary course of maintaining the property and
operating the residential apartment business conducted thereupon.

In addition, the Debtor's use of cash collateral will terminate
on, among other things: when the Debtor fails to obtain an order
of the Court that is final (and no longer subject to stay) by
Dec. 20, 2014.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender adequate
protection liens on all of the Debtor's pre- and post-petition
assets, a superpriority claim, subject to the carve out on certain
expenses.

              About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to $50
million and liabilities of $1 million to $10 million.  The case is
assigned to Judge Robert E. Gerber.  Gerard R. Luckman, Esq., at
SilvermanAcampora, LLP, represents the Debtor as counsel.


1058 SOUTHERN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
1058 Southern Blvd. Realty Corp. filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,800,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,092,318
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $80,747
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $82,657
                                 -----------      -----------
        TOTAL                    $11,800,000       $6,255,722

A copy of the schedules is available for free at

     http://bankrupt.com/misc/1058SouthernBlvd_25_SAL.pdf

              About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to $50
million and liabilities of $1 million to $10 million.  The case is
assigned to Judge Robert E. Gerber.  The Debtor has tapped Gerard
R. Luckman, Esq., at SilvermanAcampora, LLP, in Jericho, New York,
as counsel.


1058 SOUTHERN: Wants Access to Cash Collateral Until Dec. 31
------------------------------------------------------------
1058 Southern Blvd. Realty Corp. asks the Bankruptcy Court for
authorization to use the cash collateral of prepetition lender
1056 Southern Debt LLC.

The proposed order provides that in the absence of a further Court
order, the Debtor is no longer authorized to use cash collateral,
without the written consent of the Prepetition Lender, after the
earliest to occur of (i) the confirmation of a plan of
reorganization for the Debtor; (ii) the closing of the sale of
substantially all of the Debtor's assets; (iii) the conversion of
the Debtor's Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code; (iv) the appointment of a trustee under Chapter
11 of the Bankruptcy Code; (v) the appointment of an examiner with
expanded powers under the Bankruptcy Code; (vi) the Debtor ceasing
and discontinuing its ordinary business operations; (vii) Dec. 31,
2014.

As adequate protection for any diminution in the cash collateral,
the prepetition lender will receive (i) a superpriority
administrative expense claim; (ii) adequate protection liens upon
all of the Debtor's pre- and post-petition assets, subject to
carve out on certain expenses.

              About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  The
case is assigned to Judge Robert E. Gerber.  The Debtor has tapped
Gerard R. Luckman, Esq., at SilvermanAcampora, LLP, in Jericho,
New York, as counsel.


1058 SOUTHERN: Wants Jan. 8, 2015 General Claims Bar Date
---------------------------------------------------------
1058 Southern Blvd. Realty Corp. asks the Bankruptcy Court to:

   i) establish Jan. 8, 2015, at 5:00 p.m., as the last date and
time for each person or entity to file a proof of claim based on
pre-Petition Date claims against the Debtors; and

  ii) establish April 3, 2015, at 5:00 p.m., as the last date and
time for governmental units to file proofs of claim against the
Debtors.

Original proof of claim must be mailed, delivered by overnight
delivery, or hand-delivered to this address:

         United States Bankruptcy Court
         Office of the Clerk
         Alexander Hamilton U.S. Custom House
         One Bowling Green, Room 534
         New York, NY 10004-1408

              About 1058 Southern Blvd. Realty Corp.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  The
case is assigned to Judge Robert E. Gerber.  The Debtor has tapped
Gerard R. Luckman, Esq., at SilvermanAcampora, LLP, in Jericho,
New York, as counsel.


148 WEST: Court Enters Final Decree Closing Reorganization Case
---------------------------------------------------------------
The Bankruptcy Court, in a Dec. 12, 2014 order, granted 148 West
142 Street Corp.'s application for a final decree closing its
Chapter 11 case.

According to the Debtor, the balance in Debtor's escrow account is
$20,074, which will be utilized to pay final U.S. Trustee fees,
anticipated to be $4,875.  Any remaining balance will be
distributed to or on behalf of Debtor's interest holders a set
forth in the Plan.

There were no pending matters in the bankruptcy proceeding.  Since
the Debtor transferred substantially all of the property proposed
by the Plan to be transferred, the Plan was substantially
consummated within the meaning of Section 1101 (2) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on July 14, 2014,
the Bankruptcy Court entered an order approving, on a final basis,
the disclosure statement and confirming the Debtor's Liquidating
Plan dated May 13, 2014.

The Court also designated Alter & Brescia LLP as disbursing agent
in accordance with the Plan.

On May 13, the Court conditionally approved the Disclosure
Statement.

The Plan provides for the sale of the Debtor's property, and no
stamp tax or similar tax will be imposed by the State of New York
or by the City of New York in connection with the sale.

Pursuant to the Plan and order approving the sale of the property
to JERY G FEISS, LLC, the Debtor is authorized to sell, transfer,
convey, or assign to JERY G all of its rights, title and interest
in the property.

The receiver of the Debtor, Guy T. Parisi, Esq., and any
professional employed by receiver are deemed terminated pursuant
to Section 543 of the Bankruptcy Code, effective upon the Plan's
Effective Date.  No real estate broker fees are to be paid in
connection with the sale of the Debtor's property, as a real
estate broker has not been retained by the Debtor in the case or
by the purchaser.  However, if the Court later determines that
Massey Knakal is entitled to any compensation in connection with
the sale of the property, the amount will be paid by the Debtor.

                  About 148 West 142 Street Corp.

148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014.  Patsy J.
Morton signed the petition as secretary/treasurer.  Judge Robert
D. Drain oversees the case.  Alter & Brescia, LLP, is the Debtor's
counsel.

The Debtor disclosed $11,122,411 in assets and $11,275,822 in
liabilities as of the Chapter 11 filing.

No Committee of Unsecured Creditors has been appointed.


AES CORP: Fitch Affirms 'BB-' Issuer Default Ratings
----------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDR) of The AES Corporation (AES) at 'BB-' and revised the
Outlook to Negative from Stable. Fitch has also affirmed the 'BB+'
IDR of IPALCO Enterprises, Inc. (IPALCO) and 'BBB-' IDR of its
wholly owned subsidiary, Indianapolis Power & Light (IPL) with a
Stable Outlook.

These rating actions follow a definitive agreement under which AES
will sell 15% of its ownership interest in AES US Investments,
Inc. (AES Investments), a wholly-owned subsidiary of AES that owns
100% of IPALCO for $244 million to La Caisse de depot et placement
du Quebec (CDPQ). In addition, CDPQ will acquire a 17.65% equity
interest in IPALCO directly for approximately $349 million, to
fund IPL's capex which includes regulated investment in its
existing coal plants and construction of a new natural gas
combined cycle plant. CDPQ's direct and indirect interest in
IPALCO will total 30%.

The management expects the first part of the transaction will be
completed in the first half of 2015 and will be subject to
customary regulatory approvals, including the Federal Energy
Regulatory Commission (FERC) and the committee on foreign
investment in the United States.

Fitch has also affirmed the IDRs of DPL, Inc. (DPL) at 'B+' and
Dayton Power Light & Company (DP&L) at 'BB+'. The proposed
transaction will not affect the credit profile of these companies.
Current regulatory and merchant generation risks are incorporated
in DP&L and DPL's current ratings. A full list of ratings is
provided at the end of this release.

Key Rating Drivers:

Unexpected Dilution of Core Investment: Management's decision to
dilute its ownership in IPALCO was not expected by Fitch, as
IPALCO is perceived as a core holding for AES. Equity investment
in IPL to partially fund its large capex program, which is pre-
approved by the regulator and will earn an attractive return on
equity (ROE), would have increased AES' regulated mix of earnings
once the assets started earning a regulated return. Even if AES
reduces holding company debt from the sale proceeds it receives
from CDPQ, Fitch believes the deleveraging is not commensurate
with the changing business mix of AES. This move also raises
concerns about future cash flow forecasts falling below Fitch's
expectations and/ or management's plans to disproportionately
increase investments in higher risk businesses or increase
shareholder distributions.

Deleveraging is Critical: Fitch will likely resolve the Rating
Outlook after reassessing AES' portfolio strategy, forecasted cash
flow profile and leverage targets. Fitch expects further reduction
in parent company debt as AES lessens its reliance on U.S.-
domiciled regulated businesses. Even though the annual dividends
received by AES are from a diverse set of investments,
distributions from domestic utilities, and contracted assets
improve overall cash flow quality and is a driver of the current
IDR. Fitch expects AES' adjusted parent-only cash flow (APOCF)
based leverage to remain at or below 5.5x.

Strong Minority Holder at IPALCO: Fitch views acquisition of a
minority interest in IPALCO by CDPQ as moderately positive for
IPALCO's credit profile due to expected limitation on dividend
distributions at IPALCO beyond net income and working capital
reserve and a definitive agreement by CDPQ to fund IPL's upcoming
large capex up to about $349 million. The current high financial
leverage at IPALCO, however, is limiting any positive ratings
actions at this time. IPL's ratings are currently constrained by
IPALCO's risk profile.

IPALCO Credit Metrics Unchanged: Fitch sees no change in its
forecasted metrics for IPALCO as a result of the transaction. On a
consolidated basis, Fitch expects FFO fixed charge coverage to be
approximately 3x through 2018. Fitch expects adjusted Debt-to-
EBITDAR and FFO adjusted leverage to be approximately 5x and 5.5x
by 2018. The stability of upstream cash flow from IPL and a
currently constructive regulatory environment in Indiana partially
alleviate the credit concerns arising from IPALCO's exceptionally
leveraged capital structure.

DPL and DP&L's Ratings Unaffected: Fitch sees no impact on the
ratings for DPL and DP&L as a result of the transaction. DP&L is
highly leveraged and Fitch believes considerable regulatory
support is required to right size the utility's capital structure
over time, which could take the form of an additional service
stability rider or other cash flow-improving regulatory measures.
The Public Utility Commission of Ohio approved a generation
separation order for DP&L, allowing it to temporarily maintain a
regulatory debt-to-capital ratio of 75% or $750 million in long-
term debt (whichever is greater) until Jan. 1, 2018.

Rating Linkages: Legal ownership structure and lack of explicit
ring-fencing between IPL and IPALCO are key elements for linking
the IDR of IPL with that of IPALCO. IPL's IDR is one notch higher
than of IPALCO's IDR given its low-risk business profile and
capital structure. The IDRs of IPALCO and DPL are not linked to
AES.

Rating Sensitivities

AES:

Positive rating action for AES is unlikely at this time. Downward
rating pressure could result from the following scenarios:

-- Inability to Reach Targeted Credit Metrics: A failure to
   achieve APOCF/interest higher than 2.5x and adjusted debt/APOCF
   to 5.5x or lower on a sustainable basis;

-- Deterioration in Distribution Received: Any downward shift in
   the current distributions from its investments would adversely
   affect AES' ratings. Any increase in shareholder distributions
   without an absolute reduction in debt will also be a cause for
   the concern;

-- Increase in Business Risk Profile: A change in strategy to
   invest in more speculative assets, non-contracted assets or a
   lower proportion of cash flow under long-term contracts.

IPALCO and IPL:

Positive: Positive rating actions for IPALCO and IPL will depend
on the tangible support from its new minority shareholder,
implementation of a more conservative dividend policy, and
improvement in consolidated debt-to-EBITDAR. Fitch will take a
positive rating action if this ratio declines to or remains below
4.3x.

Downward rating pressure could result from the following
scenarios:

-- A failure to achieve, on a sustainable basis, adjusted debt-to-
   EBITDAR of 4.8x on a consolidated basis;

-- An adverse change in current regulatory framework in Indiana;

-- Any deterioration in credit measures that result from higher
   use of leverage or outsized return of capital to owners.

DPL and DP&L:

Positive Rating Action: A highly leveraged capital structure,
large short-dated debt maturities, and increased merchant risk
with the anticipated transfer of mainly coal-fired generating
assets by DP&L to a non-regulated entity limit a near-term
positive action on DPL and DP&L.

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

-- Absence of regulatory rate relief to facilitate deleveraging at
   DP&L;

-- Inability of DPL to fund the short-dated debt maturities;

-- Lower than expected cash flow at DP&L, such that its standalone
   credit profile falls below that of a 'BBB' rated company;

-- Consolidated adjusted debt to EBITDAR ratio remains 6.5x or
   higher on a sustainable basis.

Fitch has affirmed the following ratings with a Negative Outlook:

The AES Corporation

-- Long-term IDR at 'BB-'
-- Short-term IDR at 'B' ;
-- Senior secured debt at 'BB+' ;
-- Unsecured debt at 'BB' ;
-- Trust preferred stock issued by AES Trust III at 'B+' .

Fitch has affirmed the following ratings with a Stable Outlook:

IPALCO Enterprise, Inc.

-- Long-term IDR at 'BB+';
-- Senior secured debt at 'BB+'.

Indianapolis power and Light Company

-- Long-term IDR at 'BBB-;
-- Senior secured debt at 'BBB+';
-- Senior secured tax-exempt pollution control bonds at 'BBB+';
-- Preferred stock at 'BB+'.

DPL, Inc.

-- Long-term IDR at 'B+';
-- Short-term IDR at 'B';
-- Senior unsecured debt at 'BB/RR2'.

Dayton Power & Light Company

-- Long-term IDR at 'BB+';
-- Senior secured debt at 'BBB';
-- Preferred stock at 'BB';
-- Short-term IDR at 'B'.

DPL Capital Trust II

-- Junior subordinate debt at 'B/RR5'.


ALCO STORES: Files Schedules of Assets and Liabilities
------------------------------------------------------
ALCO Stores, Inc., filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,857,218
  B. Personal Property          $207,789,637
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,043,240
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,359,294
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $40,716,988
                                 -----------      -----------
        TOTAL                   $218,646,855      $44,119,522

A copy of the Schedules is available for free at:

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

                        About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel; Houlihan Lokey
Capital, Inc., as financial advisor; and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.

The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc.  The Law Office of Judith W. Ross serves as local counsel to
the Committee.


ALLIED SYSTEMS: Black Diamond's Lawsuit vs. Yucaipa
---------------------------------------------------
Black Diamond entities serving as lenders under ASHINC
Corporation, et al.'s $265 million first lien credit facility, has
commenced an adversary proceeding against Allied Systems' owner
Yucaipa to assert claims for (i) equitable subordination, (ii)
breach of contract, (iii) breach of the implied duty of good faith
and fair dealing, and (iv) tortious interference with contract.

The plaintiffs -- namely, BDCM Opportunity Fund II, LP, Black
Diamond CLO 2005-1 Ltd., and Spectrum Investment Partners, L.P.,
and Black Diamond Commercial Finance, L.L.C., and Spectrum
Commercial Finance LLC, each in its capacity as co-administrative
agent -- tell the court that this case arises from Yucaipa's
intentional scheme to harm the first lien lenders.  Yucaipa held a
controlling stake in the Debtors' equity, controlled the Debtors'
board of directors, wrongfully acquired majority of the debt under
the first lien facility and improperly declared itself as a
"requisite lender" under the first lien facility and used the
powers flowing from these positions for its own benefit to the
detriment of the first lien lenders.

Black Diamond claims that in negotiations, Yucaipa's primary
concern was the maximization of its own recovery.  Yucaipa
allegedly insisted that it receive par plus accrued interest for
its first lien debt, while the other first lien lenders were left
to negotiate on their own terms.  As a result, rather than paying
consideration in a transaction that would have satisfied all of
the first lien debt in full (i.e. in excess of $300 million), JCT
eventually purchased substantially all of the Debtors' assets for
only $135 million.

"Ultimately, Yucaipa's greed in demanding a premium relative to
the other first lien lenders (as agreeing to pro rata treatment
for all first lien lenders) killed the proposed transaction,
caused harm to all of the legitimate first lien lenders (who would
have received payment in full on their first lien debt) and led to
the involuntary filing of the Debtors' current bankruptcy cases,"
Black Diamond stated.

According to the Plaintiffs, the Yucaipa parties repeatedly
engaged in inequitable conduct in an attempt to protect Yucaipa's
equity investment and then to receive a more favorable recovery on
the first lien debt it wrongfully purchased, to the detriment of
all first lien lenders.  Specifically, according to the complaint,
Yucaipa:

  (a) improperly acquired first lien debt in violation of the
first lien credit agreement;

  (b) improperly used its purported debt holdings to declare
itself as the requisite lender, in clear violation of the first
lien credit agreement.

  (c) improperly used its status as purported requisite lender to
neutralize the first lien lenders, giving the Debtors a "free
pass" to ignore the provisions of the first lien credit agreement
requiring them to pay principal and interest and abide by certain
financial and operating covenants.

  (d) improperly used its status as purported requisite lender to
protect its equity investment by precluding a badly-needed
restructuring of the Debtors' and

  (e) improperly used its status as purported requisite lender to
insist on a disproportionate share of the consideration Jack
Cooper Transport Co. was willing to pay for the sale of the
Debtor's assets, which resulted in derailing the sale.

Black Diamond is represented by:

         LANDIS RATH & COBB LLP
         Adam G. Landis, Esq.
         Kerri K. Mumford, Esq.
         919 Market Street, Suite 1800
         Wilmington, DE 19801
         Tel: (302) 467-4400
         Fax: (302) 467-4450

              - and -

         SCHULTE ROTH & ZABEL LLP
         Adam C. Harris
         Robert J. Ward
         David M. Hillman
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 756-2000
         Fax: (212) 593-5955

A copy of the lawsuit field Nov. 19, 2014 is available for free at
http://bankrupt.com/misc/AS_Suit_BD_vs_Yucaipa.pdf

                   About Allied Systems Holdings

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

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

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

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

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

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

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

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

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

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

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


ATHLACTION HOLDINGS: S&P Says Outlook 'Stable' & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Dallas-based Athlaction Holdings LLC to stable from negative and
affirmed the 'B' corporate credit rating.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's first-lien term loan maturing 2020 and revolving credit
facility.  The recovery rating remains '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  S&P also affirmed its 'CCC+' issue-level rating
on the second lien-term loan maturing 2021.  The '6' recovery
rating remains unchanged and indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of payment default.

"The outlook revision on Athlaction reflects our expectation that
the company will continue its recent progress in reducing
operating expenses and improving margins, leading to leverage in
the mid-8x area for fiscal 2014, with continued improvement to 7x
territory by the end of 2015," said Standard & Poor's credit
analyst James Thomas.

The ratings on Athlaction reflect the company's "weak" business
risk profile, incorporating the company's narrow product focus and
fragmented market, which high customer retention rates partially
favorably offset, and its "highly leveraged" financial risk
profile.

The outlook is stable, reflecting S&P's expectation that continued
cost structure improvements and successful integration of Passkey
will enable Athlaction to reduce leverage to the mid-7x area by
the end of 2015.  S&P's rating and outlook do not incorporate any
additional acquisitions.

Failure to sustain the current margin improvement trajectory, a
lack of revenue growth, or material deterioration in customer
retention rates, leading to sustained leverage over 9x, could lead
to a downgrade.

An upgrade is unlikely over the next year, given the company's
limited scale, continued integration and restructuring challenges,
high leverage, and ownership by a private equity firm.


AUTOMATED BUSINESS: Secured Creditors Reject 2nd Amended Plan
-------------------------------------------------------------
Automated Business Power, Inc., et al.'s Second Amended Plan of
Reorganization was rejected by secured creditors (Class 1),
namely, PNC Bank, TriState Bank, National Penn Bank, and Santander
Bank.

The lone holder of an unsecured claim in Class 2, Eyal Halevy, who
asserts a $13.0 million claim, voted to accept the Plan.  Seven
general unsecured creditors, asserting a total of $251,600 in
claims (Class 3), voted to accept the Plan.

No ballots were cast by holders of interests (Class 4).

PNC Bank, N.A., as administrative agent and lender, filed a
written objection to the Second Amended Plan, stating that, among
other things:

   1. The Debtors proposed a plan that is not feasible because it
is based on faulty revenue projections;

   2. The Plan seeks to release Eyal Halevy, an insider who
received a $15 million payment from Holding nine months prior to
the Debtors' bankruptcy filing, from all claims, including
avoidance actions, when such a release is completely unnecessary
to effectuate the Plan; and

   3. The Plan fails to treat PNC, a secured creditor, "fairly and
equitably" as that term is defined under the Bankruptcy Code by:

      (1) nullifying entirely the loan documents evidencing the
          Administrative Agent's loan to the Debtors; and

      (2) paying unsecured creditors before secured creditors are
          paid in full.

PNC Bank is represented by:

         Lisa Bittle Tancredi, Esq.
         GEBHARDT & SMITH LLP
         One South Street, Suite 2200
         Baltimore, MD 21202
         Tel: (410) 385-5048
         Fax: (443) 957-1920
         E-mail: ltancredi@gebsmith.com

                 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.


AZIZ CONVENIENCE: Wants Until March 2 to Propose Chapter 11 Plan
----------------------------------------------------------------
AZIZ Convenience Stores, L.L.C., asked the Bankruptcy Court to
extend its exclusive periods to file a plan of reorganization
until March 2, 2015, and solicit acceptances for that Plan until
May 4.  The Debtor sought an extension before the plan filing
deadline was set to expire Dec. 2.

The Debtor is represented by:

         Ruth E. Piller, Esq.
         Matthew S. Okin, Esq.
         OKIN & ADAMS LLP
         1113 Vine St., Suite 201
         Houston, TX 77002
         Tel: (713) 228-4100
         Fax: (888) 865-2118
         E-mail: mokin@okinadams.com
                 rpiller@okinadams.com

                     About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


AZIZ CONVENIENCE: Hearing Today on Further Use of Cash Collateral
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing today, Dec. 17, at
9:00 a.m., to consider approval of a stipulation and agreed order
authorizing Aziz Convenience, L.L.C., to further use cash
collateral.

The Court previously approved a stipulation and agreed fifth
interim order between the Debtor and PlainsCapital Bank,
authorizing the Debtor's use of cash collateral until Dec. 17,
2014.

PCB asserts a claim of approximately $27,500,000.  As adequate
protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens in
all assets including the real property, a superpriority
administrative expense claim status, subject to carve out on
certain expenses.  As additional adequate protection, the Debtor
will keep insurance coverage on all collateral debts owed by the
Debtor to PCB.

                     About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


AZIZ CONVENIENCE: Hires GA Keen as Investment Banker
----------------------------------------------------
Aziz Convenience Stores, L.L.C., filed a motion to employ GA Keen
Realty Advisors, LLC, as its investment banker.

The parties' retention agreement provides for Keen to have the
sole and exclusive authority to act as the Debtor's advisor in
connection with the solicitation and consummation of each
"transaction" and to have the exclusive right to sell, market and
respond to solicitations regarding the Debtor's properties.  The
agreement defines "transaction" as either a sale or a financing;
provided, however, a transaction does not include (a) the
acquisition of the property by lender Plains Capital Bank by means
of a credit bid, (b) the foreclosure of any property or the
properties by Plains, or (c) the restructure of the amounts owed
to the Plains.

If authorized, the agreement would be effective from the date of
execution through the confirmation of the Debtor's reorganization
plan, the closing of the last property transaction approved by the
Court or May 31, 2015, whichever comes first.

The Debtor proposes to pay Keen as follows:

  a. Engagement Fee: Keen will earn a non-refundable advisory and
     consulting fee of $50,000. Fifty percent of the engagement
     fee will be subject to set off against the final
     transactional fees due and owing to Keen.

  b. Sale Fee: Upon the consummation of a sale of all or a portion
     of the Debtor's property, Keen will be entitled to a fee,
     payable in cash from only the sale proceeds equal to 3
     percent of gross proceeds.  With respect to The 200 Acres3:

        i. In the event that The 200 Acres are sold by credit bid
           to the Secured Mortgagee, or for an amount that exceeds
           the credit bid of the Secured Mortgagee, but such
           excess is not at least $50,000, then GA Keen Realty
           will have earned a fee of $50,000 for marketing the 200
           Acres, payable from the Secured Mortgagee. Such fee
           shall be payable by the Secured Mortgagee upon the
           closing of the Transaction.

       ii. In the event that The 200 Acres are sold to a third
           party for an amount that exceeds the credit bid of the
           Secured Mortgagee plus the $50,000, but not for an
           amount that is enough for Debtor to pay Keen a full
           three-percent fee, then, in that limited circumstance,
           Keen will have earned and will be paid no less $50,000
           dollars plus the remaining proceeds of sale up to a
           full 3 percent fee for a total fee of no more than 3
           percent.

   c. Financing Fee.  Upon the closing of a financing transaction,
      Keen shall be entitled to a fee payable in cash from the
      financing proceeds equal to 3 percent of the gross proceeds.

   d. Restructuring Fee. Upon the Debtor confirming a plan of
      reorganization in which its indebtedness to the Lender is
      restructured, Keen will be entitled to a fee, payable in
      cash equal to $150,000.

   e. Foreclosure/Credit-Bid Fee.  If Lender acquires all of the
      Properties by means of a credit bid or foreclosure, then
      Keen will be entitled to a fee equal to $150,000.

   f. Litigation Support: Keen will not charge hourly litigation
      support fees in support of a transaction.  However, Keen
      will charge hourly litigation support fees in connection
      with time spent on any contested matter unrelated to a
      transaction.  To the extent Keen bills the Debtor pursuant
      to this provision, Keen will file fee applications pursuant
      to Sec. 330 of the Bankruptcy Code.

   g. Expenses: The Debtor will be responsible for all of Keen's
      reasonable out-of-pocket expenses incurred by Keen in this
      engagement.  A reasonable estimate of all such expenses will
      be included in a marketing budget that Keen will prepare
      prior to the hearing on the application and will be approved
      by the Lender and the Bankruptcy Court prior to entry of an
      order approving Keen's retention.

The Debtor agrees to indemnify Keen from losses, claims, damages,
expenses and liabilities as incurred, related to or arising out of
activities performed.

The Debtor requests that Keen's compensation and the fee structure
be subject to the standard of review set forth in Sec. 328(a) of
the Bankruptcy Code, and not any other section thereof, including
the "reasonableness" standard set forth in Sec. 330 of the
Bankruptcy Code.

To the best of the Debtor's knowledge, neither Keen, nor any of
its principals or employees has any connection with the Debtor,
its creditors, the office of the United States Trustee for the
Southern District of Texas or any other party with an interest in
the instant Chapter 11 case.

                     About Aziz Convenience

Aziz Convenience Stores, L.L.C., operates 28 "Aziz Quick Stop"
convenience stores in Hidalgo County, Texas and employs more than
175 people in the stores.  The stores provide the communities in
which they are located with fuel, groceries and other
conveniences.  The stores sell non-branded fuel supplied by Valero
LP.

Aziz filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case
No. 14-70427) in McAllen, Texas, on Aug. 4, 2014, to prevent
lender Plains Capital Bank from foreclosing on the stores.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


AZIZ CONVENIENCE: Hearing Today on Bid to Extend Exclusivity
------------------------------------------------------------
Aziz Convenience Stores, L.L.C., filed a motion for an extension
of its exclusive period to file and obtain acceptances of a plan
of reorganization.

No written objections to the relief requested in the motion were
filed.  PlainsCapital Bank, however, has requested from the Debtor
additional time to consider the motion, and the Debtors has agreed
to such extension.

Judge Richard S. Schmidt, accordingly, entered an order that
provides:

  -- The Debtors' exclusive period to file a plan of
     reorganization is extended to and including December 17,
     2014;

  -- The entry of the order is without prejudice to PlainsCapital
     Bank's rights to seek any relief, including filing a motion
     to terminate the Debtors' exclusive periods awarded under 11
     U.S.C. Sec. 1121(a);

  -- PlainsCapital Bank will have until 5 p.m. CST on December 12,
     2014, to file any written objections it may choose to raise
     the relief requested in the motion; and

  -- The hearing on the Debtors' motion will take place on
     Dec. 17, 2014 at 9:00 a.m.

                     About Aziz Convenience

Aziz Convenience Stores, L.L.C., operates 28 "Aziz Quick Stop"
convenience stores in Hidalgo County, Texas and employs more than
175 people in the stores.  The stores provide the communities in
which they are located with fuel, groceries and other
conveniences.  The stores sell non-branded fuel supplied by Valero
LP.

Aziz filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case
No. 14-70427) in McAllen, Texas, on Aug. 4, 2014, to prevent
lender Plains Capital Bank from foreclosing on the stores.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


BATE LAND: Court Will Use Indubitable Equivalence Cases List
------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse entered an order in
relation to Bate Land & Timber, LLC's motion to strike the
memorandum of law in support of objections to confirmation of
Amended Plan of Reorganization and Bate Land Company L.P.'s
summary of testimony in opposition to confirmation of the Plan
filed by Bate Land Company, LP.

The order stated that:

   1. the Court will utilize the comprehensive list of
"indubitable equivalence" cases set forth in the BLC supplemental
brief in its ultimate analysis of that concept and how it may
apply to the facts of the case; and

   2. BLC will be given seven days of the date of the Dec. 4 order
to submit its analysis of the In re Brown, 746 F.3d 1236 and
CWCapital Asset Management, LLC v Burcam Capital, II, LLC 5:13-CV-
278F cases to the court.

As reported in the Troubled Company Reporter on Oct. 13, 2014, the
Debtor said BLC's supplemental brief is outside the scope of what
was requested by the Court and raises new issues not discussed or
mentioned in any previous court hearing or filing in the
bankruptcy case.  The Debtor asserted that BLC does not even
attempt to hide that its pleading was not limited to the "legal
issues" as provided in the Aug. 12 order, for it entitles its
brief "supplemental memorandum of law in support of objections to
confirmation of Amended Plan of Reorganization and Bate Land
Company, L.P.'s summary of testimony in opposition to confirmation
of Plan of Reorganization."

According to the Debtor, whole sections of the BLC Supplemental
Brief are a rehashing of BLC's earlier-filed Summary of Testimony
and it inappropriately includes many arguments that were not made
in BLC's original Summary of Testimony opposing the Plan filed at
the close of the evidence on June 9, 2014, the Debtor contended.
It added among other things, that BLC supplemental brief discussed
many cases from all over the country not previously cited and
analyzed the Swartville and Eng cases, both of which are
distinguishable and decided before the close of evidence in this
case.

                         BLC Responded

The BLC supplemental brief complied with the Court order, which
invited parties to submit supplemental briefs relating to
unresolved legal issues, BLC contends.  As a result, BLC argued,
the BLC supplemental brief may not be stricken from the record,
and the Motion to Strike must be denied.

                    About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013.  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing.  The
petition was signed by Brad Cheers, manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BINGO.COM LTD: Operating Losses Raise Going Concern Doubt
---------------------------------------------------------
Bingo.com, Ltd., filed its quarterly report on Form 10-Q,
reporting a net loss of $459,000 on $385,601 of total revenue for
the three months ended Sept. 30, 2014, compared with a net loss of
$97,000 on $453,000 of total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed
$3.97 million in total assets, $354,000 in total liabilities, and
a stockholders' equity of $3.62 million.

"The Company has reported losses from operations for the quarters
ended September 30, 2014 and 2013, and has an accumulated deficit
of $17,915,640 as at September 30, 2014.  This raises substantial
doubt about the Company's ability to continue as a going concern,"
according to the regulatory filing.

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

                       http://is.gd/4h3XjR

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

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


BOMBARDIER INC: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term debt and bank facility ratings for Bombardier Inc. (BBD)
at 'BB-'.  The Rating Outlook is Stable.

Key Rating Drivers

BBD's credit metrics are weak for the rating, largely driven by
high development spending for the CSeries and other new aircraft
programs. Fitch expects metrics will gradually recover as spending
declines and BBD eventually returns to positive free cash flow
(FCF) which would support future debt reduction. Results could
also benefit as BBD realizes operating improvements at Bombardier
Aerospace (BA) and Bombardier Transportation (BT) related to
recent realignments at both businesses. Liquidity, including
strong FCF anticipated in the fourth quarter, should be adequate
in the near term to fund operations. However, liquidity will be
subject to actual operating results, and BBD's weak credit metrics
make it vulnerable to future negative developments which could
result in a negative rating action.

A key rating concern is the risk of additional delays on the
CSeries that could potentially increase costs for the program and
further extend BBD's negative FCF cycle. Following a lengthy
engine-related delay in flight testing in mid-2014, BBD still
estimates entry into service (EIS) for the CS100 will occur in the
second half of 2015. EIS for the CS300 would occur approximately
six months later. The impact on development costs from the delay
in 2014 could potentially reduce FCF and liquidity from levels
currently expected by Fitch. Delays may also lead to penalties and
defer future debt reduction.

Fitch views BBD's estimated EIS window for the CSeries as
challenging given the amount of new technology involved in the
aircraft. There are currently 243 firm orders from approximately
15 customers -- a relatively low level compared to other aircraft
programs such as the Airbus 320neo and 737 MAX which compete for
at least a portion of the CSeries' potential customer base. Orders
for the CSeries are weighted toward the larger CS300 aircraft,
which has 180 orders.

Other rating concerns include a slow improvement in margins at BA
and BT. BBD initiated significant restructuring programs in both
segments during 2014 and took a $120 million charge. The company
estimates that restructuring will produce annual savings of $200
million at BA and $68 million at BT when completed. BA will be
organized in three sub-segments beginning in 2015 in an effort to
improve BA's focus on each of the businesses: commercial aircraft,
business aircraft, and aerostructures and engineering services.
BT's restructuring involves streamlining and standardizing
operations in order to improve project execution and reduce delays
that have prevented BT from reaching its margin target of 8%.
Expected cost savings could be offset by disruption to BBD's
operations if expiring labor contracts are not renewed
successfully.

Fitch estimates FCF will improve in 2014 to a range of negative
$700 million - negative $800 million, compared to negative $1.5
billion in 2013. The estimated improvement in 2014 is somewhat
less than anticipated by Fitch but does not materially change
Fitch's overall view of BBD's credit profile. FCF in 2014 could be
higher if BA's operating cash flow is above the $1.2 billion -
$1.3 billion range estimated by Fitch. Fitch's forecast includes
BT's cash flow which should be positive but can fluctuate
significantly depending on project timing. BBD's FCF may not
become solidly positive on an annualized basis until late 2015,
after the CSeries enters into service and restructuring at BA and
BT contributes to better results.

FCF could potentially remain negative into 2016, however, and
possibly lead to a negative rating action if operating results do
not improve, the CSeries experiences further delays, or the timing
of orders and customer advances at BA has a negative impact on
working capital requirements. Total development spending has begun
to decline from peak levels in 2013, but the decline could be
slowed by any incremental spending for the CSeries or spending for
the Global 7000 and 8000 and other aircraft.

Debt/EBITDA at Sept. 30, 2014 was 6x, roughly flat compared to
6.2x at the end of 2013. Total adjusted debt/operating EBITDAR was
7x at Sept. 30, 2014. Leverage may be steady in the near term
while negative FCF prevents BBD from reducing debt. A decline in
leverage is not expected by Fitch until cash requirements for the
CSeries are reduced through a combination of lower development
spending and new revenue after EIS.

Rating concerns are mitigated by BBD's diversification and market
positions in the aerospace and transportation businesses and BA's
portfolio of commercial aircraft and large business jets. The
company has continued to refresh its aircraft portfolio which
should position it to remain competitive. The Global 7000 and 8000
aircraft are well positioned to take advantage of solid demand for
large business jets and are scheduled for entry into service in
2016 and 2017, respectively.

At BA, demand is beginning to recover for regional jets (RJ) and
turboprops, while business jet deliveries in 2014 could increase
by high single digits as demand for lighter jets recovers modestly
from cyclically low levels. Although BA's backlog of commercial
aircraft has increased, orders include the CSeries aircraft which
will be delivered over several years. BA margins before special
items remain lower than some of BA's peers. Future improvement
will depend on the company's execution on its new aircraft
programs (CSeries and business aircraft) and its ability to
realize synergies between its regional aircraft and large business
jet operations.

At BT, which represented 49% of BBD's revenues through the first
nine months of 2014, orders and backlog remain solid, reflecting
activity in both developed and emerging markets. Europe represents
BT's largest market, primarily in the more stable western and
northern areas. Margins reflect execution challenges at BT on
certain large projects as well as competitive pricing across the
industry. The risk of cost overruns is an inherent part of BT's
project work as contracts are usually on a fixed-price basis.

Fitch views BBD's liquidity as adequate, but it will be subject to
the level of future FCF and BBD's ability to execute on the
CSeries program. The company has increased its debt by
approximately $500 million in 2014, net of debt repayment, to
boost liquidity while FCF is negative. Fitch estimates cash
balances at the end of 2014 could approach $3 billion, including
the impact of strong FCF in the fourth quarter. If FCF is less
than anticipated, liquidity would become a greater concern,
prompting Fitch to consider a negative rating action in the event
that cash balances drop materially below the $1.9 billion-$2
billion range where they stood at Sept. 30, 2014.

Longer term, liquidity could be pressured by approximately $750
million of debt scheduled to mature in January 2016 if not
refinanced. At Sept. 30, 2014, debt due within the next 12 months
was $50 million. In addition to long-term debt, BBD had $811
million of other current financial liabilities including
refundable government advances, sale and leaseback obligations,
lease subsidies and other items. BBD also has contingent
liabilities related to aircraft sales and financing and to foreign
currency risk.

BBD's liquidity at Sept. 30, 2014 included approximately $1.9
billion of cash, plus availability under a $750 million bank
revolver that matures in 2017. In addition, BT has a separate
EUR500 revolver that matures in 2016. Both facilities were unused.
BA and BT also have letter of credit (LC) facilities that are used
to support performance risk and secure advance payments from
customers. The bank facilities contain various leverage and
liquidity requirements for both BA and BT, which remained in
compliance at Sept. 30, 2014. Minimum required liquidity at the
end of each quarter is $500 million at BA and EUR600 million at
BT. BBD does not publicly disclose required levels for other
covenants.

In addition to the two committed facilities, BBD has other
facilities including a performance security guarantee (PSG)
facility that is renewed annually as well as bilateral agreements
and bilateral facilities with banks and insurance companies. BA
uses committed sale and leaseback facilities ($176 million
outstanding at Sept. 30, 2014) to help finance its trade-in
inventory of used business aircraft. In addition, BT uses off-
balance-sheet, non-recourse factoring facilities in Europe that
have recently ranged between $1.1 billion (at Sept. 30, 2014) and
$1.5 billion.

At the end of 2013, the net pension obligation was nearly $1.7
billion, including $725 million of unfunded plans. Gross pension
obligations were nearly $10 billion. As of early 2014, BBD
expected to contribute $410 million to its plans in 2014 compared
to $481 million in 2013. The 2014 contribution does not include a
$94 million planned contribution to defined contribution plans.

Rating Sensitivities

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

-- Liquidity insufficient to carry BBD through the current
   development cycle at BA. Fitch would view liquidity as a
   significant concern if scheduled debt maturities cannot be
   repaid or refinanced on a timely basis, cash balances fall
   materially below roughly $2 billion, or if there is an increase
   in BBD's outstanding debt;

-- Inability by BBD to return to consistently positive annualized
   FCF by the end of 2015;

-- The CSeries is delayed again or there are significant order
   cancellations;

-- Restructuring initiated in 2014 fails to address execution
   issues at BT or fails to generate improved margins at BA.

A positive rating action is unlikely in the near term. Credit
metrics are weak for the ratings and a substantial improvement may
not occur before BBD's development spending declines and BBD
demonstrates a consistent improvement in operating results.

Fitch has affirmed BBD's ratings as follows:

-- IDR at 'BB-';
-- Senior unsecured bank credit facilities at 'BB-';
-- Senior unsecured debt at 'BB-';
-- Preferred stock at 'B'.

The Rating Outlook is Stable.

BBD's debt, as calculated by Fitch, totaled nearly $7.8 billion at
Sept. 30, 2014. The amount includes sale and leaseback obligations
and is adjusted for $347 million of preferred stock which Fitch
gives 50% equity interest. The debt amount excludes adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BRAND AFFINITY: Case Summary & 22 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brand Affinity Technologies, Inc.
        101 Academy, Suite 101
        Irvine, CA 92617

Case No.: 14-17244

Chapter 11 Petition Date: December 15, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Robert E Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: 949-720-4100
                  Email: ropera@winthropcouchot.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mydung Tran, chief financial officer.

A list of the Debtor's 22 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-17244.pdf


BRANFORD HOLIDAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Branford Holiday, LLC
        18 Pratt Road
        Plainfield, CT 06374

Case No.: 14-22384

Chapter 11 Petition Date: December 15, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Hon. Albert S. Dabrowski

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH, P.C.
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: 203-821-2009
                  Email: dskalka@npmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gunjan Yaduwanshi, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-22384.pdf


CERULEAN PHARMA: CRLX101 Trial Costs Raise Going Concern Doubt
--------------------------------------------------------------
Cerulean Pharma Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $5.56 million on $nil of revenue for the three months
ended Sept. 30, 2014, compared with a net loss of $3.2 million on
$nil of net sales for the same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $60.09
million in total assets, $7.55 million in total liabilities and a
stockholders' deficit of $52.53 million.

Although the Company successfully completed and received the net
proceeds from its initial public offering, or IPO, given the
Company's planned expenditures for the next several years,
including, without limitation, expenditures in connection with its
clinical trials of CRLX101, its independent registered public
accounting firm may conclude, in connection with the preparation
of the Company's financial statements for fiscal year 2014 or any
other subsequent period that there is substantial doubt regarding
the Company's ability to continue as a going concern.

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

                       http://is.gd/GyN7Vx

Cerulean Pharma, Inc., is a clinical-stage biopharmaceutical
company. It specializes in the design and development of
nanopharmaceuticals.  Cerulean's nanopharmaceuticals are drug-
containing nanoparticles designed and optimized to enhance
therapeutic agents, ranging from small molecules to therapeutic
peptides and RNAi molecules.  The company was founded by Alan L.
Crane and Ram Sasisekharn on Nov. 28, 2005 and is headquartered in
Cambridge, MA.


COASTLINE INVESTMENTS: Court Closes Bankruptcy Cases
----------------------------------------------------
Hon. Richard M. Neiter entered an order dismissing the bankruptcy
cases of Coastline Investments, doing business as Hilltop Suites
Hotel, and Diamond Waterfalls LLC, doing business as Diamond Bar
Inn & Suites.  Accordingly, the bankruptcy cases have been closed.

As reported in the Sept. 30, 2014 edition of The Troubled Company
Reporter, the Debtors sought dismissal of their Chapter 11 cases
after the Court authorized the sale of their properties and that
transaction closed.  The Court authorized the sale of the Debtors'
hotels for the aggregate purchase price $19.5 million on Aug. 7,
2014, and the sale closed on Aug. 29, 2014.  The Debtors submitted
their memorandum on Sept. 12, 2014 for the dismissal of the cases.

                    About Coastline Investments

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014.
The cases are jointly administered under Lead Case No. 14-30328.

Coastline Investments is the owner of a hotel located at the top
of a prominent hill with sweeping views in Pamona, California.
The Hilltop Hotel consists of 130 suites located on three acres of
hilltop property by Interstates 10 and 57, Cal-Poly Tech
University, and the Los Angeles County fairgrounds, Fairplex.  The
Hilltop Hotel has three hotel floors along with two levels of
parking and features and outdoor pool, spa, exercise fitness
center, sauna, steam room and a full service restaurant, lounge,
meeting spaces and a banquet ballroom to accommodate 300 guests.

Diamond is the owner of a 161-room hotel located in Pomona,
California.  The Diamond Hotel is a full-service hotel, which
includes a business center, meeting facilities, pool, spa, fitness
center, steam, sauna and offices.

Debtor Coastline Investments disclosed $12,002,061 in asset and
$8,164,554 in liabilities as of the Chapter 11 filing.

The Debtors acquired both of the hotels through voluntary Chapter
11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012.
The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC
(Case No. 11-26270) and the Diamond Hotel was acquired from Shilo
Inn, Diamond Bar LLC (Case No. 10-60884).

The Debtors sought bankruptcy protection after the receiver
appointed for the hotels scheduled a trustee sale for both hotels.
The receiver was appointed at the behest of the investor group
which provided a secured loan of $2,500,000, which the Debtors
defaulted.  The Debtors also have loans from First General Bank
each in the amount of $5,250,000.

Shin-Chung Liu is the 100% membership owner and managing member of
both of the Debtors.  The Debtors' affairs are managed by Liberty
Capital Management Corporation.

Judge Richard M. Neiter has been assigned to the cases.

The Debtors are represented by David B. Golubchick, and J.P.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los
Angeles, California.

No committee of unsecured creditors was appointed in the case.

As reported by the Troubled Company Reporter on Sept. 9, 2014, the
Bankruptcy Court identified the $19.5 million bid of SCG America
Group or its assignees as the successful bidder for the purchase
of both hotels of the Debtors.


DAHL'S FOODS: U.S. Trustee Says Food Partners' Fees Unreasonable
----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 12, has
filed an objection to the application of Foods, Inc., dba Dahl's
Foods, to employ The Food Partners, LLC, as its financial advisor
and investment banker.

The U.S. Trustee points out that the language in the agreement
attempts to create a "true retainer" whereby the firm receives a
set fee regardless of the work performed of the time expended.
The Bankruptcy Code, however, does not recognize such true
retainers, according to the U.S. Trustee.

The U.S. Trustee has agreed not to object to the monthly payment
of the postpetition retainer provided that:

    A. The Firm keep time records for all activities performed on
       the Debtor's behalf.

    B. The Firm or the Debtor will furnish the time records
       maintained by the firm to the U.S. Trustee's office on at
       the end of every month.

    C. That no party in this case is predetermined to have allowed
       applicants fees as "reasonable" and that all monthly
       postpetition retainer payments are subject to a
       determination by the Bankruptcy Court as to their
       reasonableness in accordance with the standards of the
       Bankruptcy Code and applicable case decisions.

The application provides that the Firm will receive a fee upon the
sale of the Debtor's assets "equal to the greater of (i) $50,000
per store sold; or (ii) 2.5% of the total consideration received
by Debtor from the buyer of the stores."  Based on the current
"stalking horse" offer of $4,800,000, applicant's "greater"
compensation would be the calculation at $50,000 per store.  The
U.S. Trustee notes that under this arrangement, if all the stores
are sold at the stalking horse bid, applicant would receive a fee
of $500,000. This amount represents more a fee of more than 10% of
the sale price.  If all 10 stores are sold, the total sale would
have to be for $20,000,000, or more than 5 times the current
offer, before the compensation at 2.5% would be equal to the "per
store" amount. The current offer assumes a sliding scale price if
not all of the stores are sold to the stalking horse bidder. Under
these scenarios, and despite reductions of $1,000,000 and
$1,300,000 in the overall sale price, the Firm's fee would be
either $450,000 or $400,000. Both amounts are again in excess of
10% of the total sales price, the U.S. Trustee tells the Court.

The U.S. Trustee contends that the requested fee is unreasonable
and rewards the Firm to the detriment of the unsecured creditors.

The U.S. Trustee further asserts that the Firm's fee should be
limited to a set percentage of the sale price, at less than 10%,
thereby allowing applicant additional compensation only to the
extent of a sale which will produce more revenue for creditors.

                          The Application

As reported in the Nov. 13, 2014 edition of the Troubled Company
Reporter, Matthew S. Morris, David W. Schoeder, Douglas A. Herman,
Jesica A. Mitchell, and The Food Partners, LLC will assist the
Debtor and Debtor's general reorganization counsel in implementing
the reorganization of Debtor's business and financial affairs
through liquidation, sale, transfer and/or other disposition of
its assets.

It is anticipated that David W. Schoeder will be the main contact
and will primarily provide financial advice to the Debtor.

Investment banking services provided by Food Partners to the
Debtor will be paid in two steps.  First, the Debtor will pay Food
Partners a non-refundable postpetition retainer of $12,500 per
month.  Second, in the event the Debtor is successful in the sale
of its business, the Debtor will pay to Food Partners a
transaction fee equal to the greater of (i) $50,000 per store
sold; or (ii) 2.5% of the total consideration received by the
Debtor from the buyers of the stores.

                        About Dahl's Foods

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has
been employee owned pursuant to an ESOP with 97% of the ownership
held by the ESOP.  The remaining 3% is owned by certain past and
present members of management and other former employees.
Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's
Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa
Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with
a deal to sell to Associated Wholesale Grocers Inc. for
$4.8 million.

The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave,
P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special
reorganization and conflicts counsel, and Foods Partners, LLC as
financial advisor and investment banker.


DIGITAL REALTY: Fitch Affirms 'BB+' Rating on $1BB Pref. Stock
--------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings for Digital Realty
Trust, Inc. (NYSE: DLR) and its subsidiaries Digital Realty Trust,
L.P. and Digital Stout Holding, LLC (collectively, Digital Realty
or the company) as follows:

Digital Realty Trust, Inc.

-- Issuer Default Rating (IDR) at 'BBB';
-- $1 billion preferred stock at 'BB+'.

Digital Realty Trust, L.P.

-- IDR at 'BBB';
-- $2 billion unsecured revolving credit facility (RCF) at 'BBB';
-- $1 billion senior unsecured term loan facility at 'BBB';
-- $1.7 billion senior unsecured notes at 'BBB'.

Digital Stout Holding, LLC

-- GBP700 million unsecured guaranteed notes at 'BBB'.

Key Rating Drivers

The affirmation of Digital Realty's IDR at 'BBB' reflects the
expected implementation of the company's strategy to improve
return on invested capital (ROIC) through leasing existing data
center space, developing new assets, and selling non-core assets.
This strategy should result in strong fixed-charge coverage for
the 'BBB' rating. As the largest data center REIT, Digital Realty
exhibits credit strengths including a global platform, granular
tenant base, strong access to multiple sources of capital,
adequate liquidity, and a deep management bench.

The rating takes into account the niche asset class in which the
company operates, resulting in a less liquid investment market
than other commercial property asset classes. Credit concerns
center on Fitch's expectation that the company will increase
leverage over the next several years and low unencumbered asset
coverage for the rating.

Strategy Focused on Improving Unlevered Cash Flow

The lease-up of existing inventory is one of the company's top
priorities. Tenants across the social media, mobility, analytics,
and cloud segments are driving the majority of new demand for
Digital Realty's properties. Portfolio occupancy was flat year
over year at 93% as of Sept. 30, 2014, but quarterly stabilized
same store year-over-year cash net operating income (NOI) growth
averaged 3.9% for the trailing 12 months (TTM) due primarily to
new leasing activity. New leasing activity represented 55.7% of
leased square footage for the TTM ended Sept. 30, 2014.
Comparisons for renewals remain challenging due to the rolldown of
peak rental rates signed prior to the financial crisis. Over the
next several years, Fitch projects 2% to 3% same store NOI growth,
driven primarily by occupancy gains and contractual rental rate
increases, offset by some rental rate rolldowns on renewals.

Same-store NOI growth, cash flow from the lease-up of
developments, and increased cash flow from joint ventures, offset
by a reduction of EBITDA from the sale of non-core assets, should
drive fixed-charge coverage of 2.8x over the next two years,
appropriate for a 'BBB' rating given Digital Realty's niche
property focus. Fixed-charge coverage was 2.9x for the TTM ended
Sept. 30, 2014 compared to 2.9x in 2013, 3.1x in 2012, and 3.1x in
2011. Fitch defines fixed-charge coverage as recurring operating
EBITDA including recurring cash distributions from unconsolidated
entities less recurring capital expenditures less straight-line
rent adjustments divided by total cash interest incurred and
preferred stock dividends.

Global Platform

Digital Realty offers Turn-Key Flex, Powered Base Building, and
colocation space, and its 131 properties span 33 markets across 10
countries and four continents. This significant market presence
gives the company strong tenant relationships; approximately 58%
of the company's customers occupy space in the company's data
centers across multiple markets. Top markets as of Sept. 30, 2014
were London (12.2% of annualized rent), Dallas (10.5%), New York
(9.5%), Northern Virginia (9.5%), and Silicon Valley (8.8%). The
company also benefits from a granular tenant roster, which
includes CenturyLink, Inc. (Fitch IDR of 'BB+' with a Stable
Outlook) at 7.4% of rent, IBM (IDR of 'A+' with a Stable Outlook)
at 6.7%, TelX Group, Inc. at 4.3%, Equinix Operating Company, Inc.
at 3.2% and AT&T (IDR of 'A' on Negative Rating Watch) at 2.2%.

Strong Access to Capital but Limited Secured Debt Market for Data
Centers

Since 2006, the company has issued $2.7 billion of common equity,
$1.6 billion of preferred equity, $2.9 billion of dollar-
denominated unsecured bonds, and GBP700 million of sterling-
denominated unsecured bonds. The company's sterling-denominated
bonds function as a natural hedge given the company's exposure to
the United Kingdom. In August 2013, the company refinanced its
global RCF, increasing its total borrowing capacity to $2 billion
from $1.8 billion and also refinanced the senior unsecured multi-
currency term loan facility, increasing its total borrowing
capacity to $1 billion from $750 million.

In September 2014, the company formed a joint venture with an
affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR).
This is the company's second large institutional joint venture
following the venture with an investment fund managed by
Prudential Real Estate Investors in September 2013. The GCEAR
venture arranged a $102 million five-year secured bank loan at
LIBOR plus 225 basis points, representing a loan-to-value ratio of
55%.

Despite the company's strong access to capital, the availability
of mortgage capital for data centers is not as deep compared with
other commercial real estate property types, limiting the sources
of contingent liquidity.

Adequate Liquidity

Liquidity coverage (defined as liquidity sources divided by uses)
is adequate at 1.4x for the period from Oct. 1, 2014 to Dec. 31,
2016. Sources of liquidity include unrestricted cash, availability
under the company's unsecured RCF, and projected retained cash
flows from operating activities after dividends and distributions.
Uses of liquidity include debt maturities as well as projected
recurring capital expenditures and cost-to-complete future
development.

The company's adjusted funds from operations (AFFO) payout ratio
was 86.8% in 3Q'14, compared with 83.9% in 2013 and 83.7% in 2012,
all of which are indicative of the company's ability to generate
and retain moderate organic liquidity. Based on the current AFFO
payout ratio, the company retains approximately $70 million
annually.

Deep Management Bench

In November 2014, the company announced that A. William Stein was
appointed Chief Executive Officer and to the board of directors.
Mr. Stein has been serving as interim CEO since March 2014 and is
currently the company's Chief Financial Officer. Mr. Stein joined
the company's predecessor private equity fund in April 2004 and,
having overseen the company's growth and achievement of
investment-grade credit ratings, is well-positioned to serve in
this role, in Fitch's view.

The company has a strong management team in areas such as real
estate expertise as well as technical acumen, and it continues to
work collaboratively with its business partners such as VMare and
Compunext to provide accommodative data center solutions (e.g.,
direct connections to VMware vCloud Air, creation of the Global
Cloud Marketplace with various cloud service providers).

Expected Increase in Leverage

Leverage is low for the 'BBB' rating, with debt net of readily
available cash as of Sept. 30, 2014 to recurring operating EBITDA
for the TTM of 5.1x, compared with 5.6x as of Dec. 31, 2013 and
5.5x as of Dec. 31, 2012. In April 2014, the company's
exchangeable debentures were exchanged into common equity, which
constituted one element of the leverage reduction.

Fitch's base case anticipates that the company will fund upcoming
debt maturities and development with debt, and to a lesser extent,
proceeds from asset sales, which should result in leverage rising
back towards approximately 5.5x over the next 12-to-24 months,
which would remain appropriate for a 'BBB' rating. In a stress
case not anticipated by Fitch in which the company experiences low
single-digit same-store NOI declines, leverage reaches 6x, which
would be weak, albeit adequate, for a 'BBB' rating.

Separately, in October 2013, the company's board of directors
authorized a $500 million share repurchase program, although it
has yet to be utilized. Fitch does not expect Digital Realty to
use this program actively; should it do so, it would weaken the
position of unsecured bondholders and could result in negative
rating actions, depending on the magnitude of the buyback.

Less Contingent Liquidity for Data Centers

Data centers are specialized properties and technological
obsolescence over the long term is possible. However, there are
significant barriers to entry and medium-term IT trends are
favorable. Compared with other real estate assets, data centers
have a less liquid investment market with fewer potential buyers,
making these assets potentially more difficult to divest or borrow
against in a depressed market. These market characteristics can
reduce the ability of data centers to serve as a source of
contingent liquidity. Digital Realty's financial metrics are
intrinsically strong for the 'BBB' rating category; however, the
ratings are constrained by the data center properties being a
less-than-mature asset class and the less liquid market for
trading and financing these assets.

Digital Realty is committed to an unsecured funding profile.
However, the company's unsecured debt incurrence has outpaced the
growth of the unencumbered pool. Unencumbered assets (unencumbered
NOI divided by a stressed capitalization rate of 10%) covered net
unsecured debt by 1.9x as of Sept. 30, 2014, which is low for a
'BBB' rating.

Exchangeable Senior Debentures Rating Withdrawal

Fitch has withdrawn the 'BBB' rating for the Digital Realty Trust,
L.P.'s exchangeable senior debentures. In April 2014, these
debentures were exchanged into common equity and these ratings are
no longer relevant to the agency's coverage.

Preferred Stock Notching

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

Rating Sensitivities

The following factors may result in positive momentum in the
rating and/or Outlook:

-- Increased mortgage lending activity in the data center sector;

-- Fitch's expectation of fixed-charge coverage sustaining above
   3x (TTM fixed-charge coverage is 2.9x);

-- Fitch's expectation of leverage sustaining below 4.5x (TTM
   leverage is 5.1x).

The following factors may result in negative momentum in the
rating and/or Outlook:

-- Sustained declines in rental rates and same-property NOI;

-- Fitch's expectation of fixed-charge coverage sustaining below
    2.5x;

-- Fitch's expectation of leverage sustaining above 6x;

-- Base case liquidity coverage sustaining below 1x.


DIOCESE OF HELENA: Court Approves Douglass Inc. as Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Roman Catholic Bishop of Helena, Montana, to employ Bryan C.
Douglass of Douglass Inc. as its environmental consultant to
continue to determine nature and extent of contamination, and
develop and recommend remediation acceptable to Montana Department
of Environmental Quality.

In addition, the firm is expected to develop and implement an
investigation of possible contamination and remediation plan
regarding Debtor's property located on or adjacent to the former
Hart Refinery facility in Missoula Montana.

Mr. Douglass will be paid $150 per hour for services rendered.

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

Mr. Douglass can be reached at:

   Bryan C. Douglass
   Douglass Inc.
   4945 Goodan Lane
   Missoula, MT 59802
   Tel: (406) 543-9612

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.


DOWNTOWN PHOENIX: S&P Lowers Rating on $156.71MM Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its senior
secured issue credit rating to 'BB' from 'BB+' on Downtown Phoenix
Hotel Corp.'s $156.71 million senior secured bonds series 2005A
due July 1, 2040.  The ratings are removed from CreditWatch with
negative implications, where S&P placed them on Sept. 22, 2014.
The outlook is stable.  In addition, S&P is withdrawing its '4'
recovery rating.

"The downgrade reflects our assessment of the project's operating
phase stand-alone credit profile under the revised criteria," said
Standard & Poor's credit analyst Jayne Ross.

In S&P's view, the project's senior debt service coverage ratio
(DSCR) is weaker than what is required to maintain its 'BB+'
rating due to the hotel's opening in 2008 in the middle of the
Great Recession, a continued weak hospitality market, and the
project has yet to reach occupancy stabilization.  This results in
an issue-credit rating that is commensurate with a 'BB'.

S&P's 'BB' rating reflects its favorable view of the project's
liquidity, location near the convention center, and an experienced
hotel operator, but is offset by our expectations that the hotel
will not stabilize and maintain its occupancy levels until 2019.
As with comparable hotel ratings, Downtown Phoenix Hotel faces not
only cyclical but seasonal demand for its services and has yet to
significantly benefit from the gradual turnaround that has
benefited other hospitality markets in the U.S.

The stable outlook reflects S&P's expectation for the hotel's
stable to modestly improving performance in occupancy, ADR,
RevPAR, and cash flow.  The project's credit measures map to 'b+'
in the base case.  As a result, S&P's guidance for upgrade and
downgrade maps to credit measures established for this rating
level.


ENDICOTT CONNECT: Plan Confirmation Hearing Adjourned to Dec. 18
----------------------------------------------------------------
The Bankruptcy Court adjourned until Dec. 18, 2014, the hearing to
consider the confirmation of the Chapter 11 Plan of Endicott
Interconnect Technologies, Inc., et al.  The parties consented to
the adjournment of the hearing.

As reported in the Troubled Company Reporter on May 13, 2014,
EIT on Dec. 23, 2013, filed its Liquidation Plan and proposed
disclosure statement.  The accompanying disclosure materials had
unsecured creditors getting an estimated recovery of 1% to 2% on
about $35 million in claims.  The initial hearing to consider
approval of the Disclosure Statement was held on Feb. 27, 2014.
Since that time, the Debtors' counsel has worked with the Office
of the U.S. Trustee and the Official Committee of Unsecured
Creditors to resolve their objections to the Disclosure Statement.
In addition, the Debtors are working to resolve certain priority
and general unsecured claims that will impact the overall
distribution to creditors in the Chapter 11 cases.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August 2013, the
judge authorized the committee to conduct an investigation of the
insiders.


ENERGY FUTURE: PricewaterhouseCoopers Removed From OCP List
-----------------------------------------------------------
Energy Future Holdings Corp. filed a notice of withdrawal with
respect to retention of PricewaterhouseCoopers LLP as ordinary
course professional.

In accordance with Court-approved procedures, the Debtors
previously filed the (i) declaration of disinterestedness of PwC
and (ii) notice of third amended list of ordinary course
professionals in order to retain PwC.  According to a December 5,
2014 notice, the Debtors are withdrawing the PwC OCP declaration
and their efforts to retain PwC, without prejudice.

                       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.


FLAMINGO BUSINESS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Flamingo Business Centre LLC
        3065 SO Jones Blvd, Ste 201
        Las Vegas, NV 89146

Case No.: 14-18168

Chapter 11 Petition Date: December 15, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Bart K. Larsen, Esq.
                  KOLESAR & LEATHAM, CHTD.
                  400 South Rampart Boulevard
                  Suite 400, Las Vegas, NV 89145
                  Tel: (702) 362-7800
                  Fax: (702) 362-9472
                  Email: blarsen@klnevada.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mehran Eslambolipoor, managing member.

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


FOAM GUYS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: The Foam Guys, LLC
        698 Route 29
        Saratoga, NY 12866

Case No.: 14-12744

Chapter 11 Petition Date: December 15, 2014

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

Judge: Hon. Robert E. Littlefield Jr.

Debtor's Counsel: Barbara A Whipple, Esq.
                  BARBARA WHIPPLE
                  284 State Street
                  Albany, NY 12210
                  Tel: 518-470-5945
                  Email: attybwhipple@gmail.com

Total Assets: $62,901

Total Liabilities: $1.31 million

The petition was signed by Nicholas Scialdone, president.

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


GIGGLE N HUGS: Sustained Losses Raise Going Concern Doubt
---------------------------------------------------------
Giggle N Hugs, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $859,000 on $913,000 of total revenue for
the 13 weeks ended Sept. 28, 2014, compared with a net loss of
$356,000 on $615,000 of total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed
$2.83 million in total assets, $3.22 in total liabilities, and a
stockholders' deficit of $385,000.

The Company has recently sustained operating losses and has an
accumulated deficit of $6.64 million at Sept. 28, 2014.  In
addition, the Company has negative working capital of
$1.16 million at Sept. 28, 2014.  The Company has and will
continue to use significant capital to grow and acquire market
share.  These factors raise substantial doubt about the ability of
the Company to continue as a going concern, according to the
regulatory filing.

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

                        http://is.gd/xSbdjK

Los Angeles, Calif.-based Giggle N Hugs, Inc., owns and operates a
kid-friendly restaurant named Giggles N Hugs in the Westfield Mall
in Century City, as well as the new Westfield Topanga Shopping
Center location in Woodland Hills, California and owns the
intellectual property rights for Giggles N Hugs facilities in the
future.


GREAT CHINA MANIA: Needs Additional Cash in Next 12 Months
----------------------------------------------------------
Great China Mania Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $5,954 on $571,270 of revenues for the
three months ended Sept. 30, 2014, compared with a net loss of
$579,743 on $470,279 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $1.43
million in total assets, $1.16 million in total liabilities and
total stockholders' equity of $265,203.

As of Sept. 30, 2014 the Company has accumulated deficits of $9.48
million a positive working capital of $11,124, and also recorded a
net loss from the continuing operations of $90,322 for the nine
months then ended.

As of Sept. 30, 2014, the Company may need additional cash
resources to operate during the upcoming 12 months, and the
continuation of the Company may dependent upon the continuing
financial support of investors, directors and/or stockholders of
the Company.  The Company intends to attempt to acquire additional
operating capital through private equity offerings to the public
and existing investors to fund its business plan.  However, there
is no assurance that equity or debt offerings will be successful
in raising sufficient funds to assure the eventual profitability
of the Company.

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

                       http://is.gd/9CUsa9

Hong Kong-based Great China Mania Holdings, Inc., operates three
100% owned subsidiaries: 1) Great China Media Limited GCM, which
specialized in provision of electronic content; 2) GME Holdings
Limited, which specialized in artist management services; and 3)
Great China Games Limited, which specialized in retail sales of
video games and accessories.


GREEN PLANET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Green Planet Services, LLC
        212 26th St. #290
        Santa Monica, CA 90402

Case No.: 14-33035

Chapter 11 Petition Date: December 15, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Dana M Douglas, Esq.
                  11024 Balboa Blvd #431
                  Granada Hills, CA 91344
                  Tel: 818-360-8295
                  Fax: 818-360-9852
                  Email: dmddouglas@hotmail.com
                         dana@danamdouglaslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Diane Thomson-Mkitarian, managing
member.

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


GREEN POWER: Court Dismisses Chapter 11 Case
--------------------------------------------
The Hon. Marc L. Barreca of the U.S. Bankruptcy Court for the
District of Washington entered an order dismissing the Chapter 11
case of Green Power Inc. for inadequate filing.

The matter came before the Court on the United States Trustee's Ex
Parte Application for Order Dismissing Case for Failure to File
Schedules, Statements, or Lists.

Any unpaid fees in a dismissed case are due and owing to the Clerk
of the Bankruptcy Court.

                     About Green Power Inc.

Green Power Inc. filed a Chapter 11 bankruptcy protection (Bankr.
W.D. Wash. Case No. 14-17528) in Seattle on Oct. 12, 2014.  The
Debtor estimated assets and debt ranging from $10 million to
$50 million.  The case is assigned to Judge Marc Barreca.

The Debtor has tapped Matthew W. Anderson, Esq., at the Law
Offices of Matthew W. Anderson, PLLC, in Seattle, as counsel.


HARBOR COMMERCIAL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Harbor Commercial Properties, LLC
        212 26th St. #290
        Santa Monica, CA 90402

Case No.: 14-33034

Chapter 11 Petition Date: December 15, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Dana M Douglas, Esq.
                  DANA M. DOUGLAS ATTORNEY AT LAW
                  11024 Balboa Blvd #431
                  Granada Hills, CA 91344
                  Tel: 818-360-8295
                  Fax: 818-360-9852
                  Email: dmddouglas@hotmail.com
                         dana@danamdouglaslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Mkitarian, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-33034.pdf


HOLLY HILL: Trustee Has Until Dec. 31 to Remove Actions
-------------------------------------------------------
The Bankruptcy Court extended until Dec. 31, 2014, the deadline
for Richard J. Laski, Chapter 11 trustee for Holly Hill Community
Church to file notices of removal of civil actions pursuant to
Bankruptcy Rule 9006(b) pending as of the Petition Date.

The Trustee's attorneys can be reached at:

         Aram Ordubegian, Esq.
         Andy S. Kong, Esq.
         ARENT FOX LLP
         555 West Fifth Street, 48th Floor
         Los Angeles, CA 90013-1065
         Tel: (213) 629-7400
         Fax: (213) 629-7401
         E-mails: aram.ordubegian@arentfox.com
                  andy.kong@arentfox.com

                         About Holy Hill

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.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35,390,787 in total
assets and $16,727,290 in total liabilities.

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.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HOLLY HILL: Taps Jaenam Coe as Bankruptcy Counsel
-------------------------------------------------
Holly Hill Community Church seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
the Law Offices of Jaenam Coe PC, a Professional Law Corporation,
as its general bankruptcy counsel.

As counsel, Jaenam Coe is expected to provide these services:

  A. Advise the Debtor concerning its rights and duties under
     Section 1107 of the Bankruptcy Code;

  B. Represent the Debtor in any proceeding or hearing in
     bankruptcy court; and

  C. Assist the Debtor in negotiation and confirmation of a plan
     of reorganization.

The firm's standard rates for its services are:

              Billing Category        Hourly Rate
              ----------------        -----------
              Partners                $400
              Paralegals              $200

Mr. Jaenam Coe ($400 per hour) is expected to have primary
responsibility for providing services to the Debtor.

The firm has not received from the Debtor a retainer to be applied
to its representation of the Debtor.

Jaenam Coe, a partner at Jaenam Coe PC, attests that the firm does
not hold or represent any interest adverse to the Debtor, the
bankruptcy estates, any insiders, any creditors or any other
party.

The Debtor's attorneys can be reached at:

         LAW OFFICES OF JAENAM COE PC
         Jaenam J. Coe, Esq.
         3731 Wilshire Blvd., Suite 910
         Los Angeles, CA 90010
         Telephone: 213-389-1400
         Telefax: 213-387-8778

                         About Holy Hill

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.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35,390,787 in total
assets and $16,727,290 in total liabilities.

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.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HOYT TRANSPORTATION: Wants Plan Filing Exclusivity Thru Mar. 10
---------------------------------------------------------------
Hoyt Transportation Corp. asks the Bankruptcy Court to further
extend its exclusive plan filing deadline through March 10, 2015,
and its exclusive solicitation period through May 8, 2015.

The Debtor's fifth extension request will allow time to resolve
outstanding back-pay claims which arose from a new collective
bargaining agreement which resulted from an industry-wide ruling
by the National Labor Relations Board.

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HPEV INC: Losses Since Inception, Not in Full Operation Yet
-----------------------------------------------------------
HPEV, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, disclosing that it has incurred
net losses since inception and has not fully commenced operations,
raising substantial doubt about its ability to continue as a going
concern.  The Company's ability to continue as a going concern is
dependent on its ability to generate revenue, achieve profitable
operations and repay its obligations when they come due.  The
Company has entered into an agreement whereby it may sell up to
$10 million of its common stock to Lincoln Park Capital Fund LLC,
subject to certain limitations, over a 36-month period.

The Company disclosed a net loss of $2.7 million on $nil of
revenues for the three months ended Sept. 30, 2014, compared with
a net loss of $589,604 on $nil of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2014, showed $1.13
million in total assets, $1.47 million in total liabilities and
total stockholders' equity of $337,518.

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

                       http://is.gd/bP85DB

HPEV, Inc., a development stage company, focuses on the
development and commercialization of thermal dispersion
technologies in various product platforms worldwide.  The company
also focuses on the development of a parallel power input gearbox
for designing a mobile generator system; and an electric load
assist technology for designing a vehicle retrofit system.  Its
target markets include motors/generators, mobile auxiliary power,
compressors, turbines bearings, electric vehicles,
brakes/rotors/calipers, pumps/fans, passenger vehicles, commercial
vehicles, military, and marine.  The company is based in Tampa,
Florida.


HUTCHESON MEDICAL: Taps Scroggins & Williamson as Attorney
----------------------------------------------------------
Hutcheson Medical Center Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Georgia for
permission to employ Scroggins & Williamson P.C. as their
attorney.

The firm will:

  a) prepare pleadings and applications;

  b) conduct examinations;

  c) advise the Debtors of their rights, duties and obligations as
     debtors-in-possession;

  d) consult with the Debtors and represent them with respect
     to a Chapter 11 plan and/or a sale of the Debtors' assets;

  e) perform legal services incidental and necessary to the day-
     to-day operation of the Debtors' affairs, including, but not
     limited to, institution and prosecution of necessary legal
     proceedings, and general business and corporate legal advice
     and assistance; and

  f) take any and all other action incidental to the proper
     preservation and administration of the Debtors' estates.

The firm's professionals and their compensation rates:

     Attorneys            $285-$425
     paralegals           $75-$150

The Debtors tell the Court that the firm is currently holding
approximately $84,249 as a Chapter 11 retainer.

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

The firm can be reached at:

   J. Robert Williamson, Esq.
   SCROGGINS & WILLIAMSON P.C.
   1500 Candler Building
   127 Peachtree Street, N.E.
   Atlanta, GA 30303
   Tel: (404) 893-3880
        (888) 895-7129 Toll Free
   Fax: (404) 893-3886
   Email: rwilliamson@swlawfirm.com

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The U.S. trustee, the Justice Department's bankruptcy watchdog,
appointed five creditors of Hutcheson Medical Center to serve on
an official committee of unsecured creditors.

No request has been made for the appointment of a trustee or
examiner.


HUTCHESON MEDICAL: Wants to Hire BMC Group as Claims Agent
----------------------------------------------------------
Hutcheson Medical Center Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Georgia for
permission to employ BMC Group Inc. as their claims, noticing, and
balloting agent.

The firm will:

  a) serve the Debtors' noticing agent to mail notices to certain
     of the estates' creditors and other parties in interest;

  b) provide computerize claims, objection and balloting database
     services; and

  c) provide expertise and consultation and assistance in claim
     and balloting processing and with the dissemination of other
     administrative information related to the Debtors' Chapter
     11 case.

The firm's professionals and their compensation rates:

     Principals/directors/experts       $200-$225
     Consultants                        $125-$185
     Analysts                           $85-$100
     Data Entry/call center/            $250-$65
      administrative support

The Debtors tell the Court that the firm has request a $10,000
retainer.

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

The firm can be reached at:

    Tinamarie Feil
    Principal officer
    BMC Group Inc.
    444 N. Nash Street
    El Segundo, CA 90245-2822
    Tel: (212) 310-5922
    Fax: (212) 644-4552
    Email: tfeil@bmcgroup.com

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The U.S. trustee, the Justice Department's bankruptcy watchdog,
appointed five creditors of Hutcheson Medical Center to serve on
an official committee of unsecured creditors.

No request has been made for the appointment of a trustee or
examiner.


HUTCHESON MEDICAL: Panel Taps Greenberg Traurig as Attorney
-----------------------------------------------------------
The Official Committee of Unsecured Creditors for Hutcheson
Medical Center Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Greenberg Traurig LLP as its attorney.

The firm is expected to:

  a) provide legal advice with respect to the Committee's duties
     and powers in the cases;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' businesses, and any
     other matter relevant to the cases and represent the
     Committee with respect to these matters;

  c) review and analyze pleadings and case issues and represent
     the Committee in all matters before the Court and as
     otherwise necessary;

  d) participate in the formulation of a Chapter 11 plan; and

  e) perform such other legal services as may be required and in
     the interest of the unsecured creditors and as directed by
     the Committee.

The firm's professionals and their compensation rates:

     Shareholders         $450-$895
     Associates           $325-$475
     Paralegals           $225-$285

The Committee tells the Court that, notwithstanding these hourly
rates, the firm has agreed that its blended hourly rates for these
cases will be $475 per hour, which is significant and substantial
discount.

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

The firm can be reached at:

   David B. Kurzweil, Esq.
   GREENBERG TRAURIG LLP
   Terminus 200
   3333 Piedmont Road NE, Suite 2500
   Atlanta, GA 30305
   Tel: +1 678.553.2680
   Fax: +1 678.553.2681
   Email: kurzweild@gtlaw.com

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The U.S. trustee, the Justice Department's bankruptcy watchdog,
appointed five creditors of Hutcheson Medical Center to serve on
an official committee of unsecured creditors.

No request has been made for the appointment of a trustee or
examiner.


HUTCHESON MEDICAL: Wants to Hire GGG Partners as Fin'l Advisor
--------------------------------------------------------------
Hutcheson Medical Center Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Georgia for
permission to employ GGG Partners LLC as their financial advisor.

The firm will:

  a) assist and advise the Debtors with the analysis of the
     Debtors' business, business plan, and strategic and financial
     position;

  b) assist and advise the Debtors in connection with obtaining
     financing and any sales or other dispositions of assets of
     the Debtors;

  c) assist with the formulation, evaluation, implementation of
     various options for a restructuring plan to be confirmed in
     the Debtors' jointly administered case under the Bankruptcy
     Code;

  d) assist the Debtors in negotiations with creditors,
     shareholders, landlords and other appropriate parties-in-
     interest;

  e) provide financial advisory services to the Debtors in
     connection with valuation, financial projection or other
     analyses with respect to a restructuring plan; and

  f) if necessary, participate in hearings before the bankruptcy
     court with respect to matters upon which GGG has provided
     advice, including coordinating with the Debtor's counsel with
     respect to testimony in connection therewith.

The firm notes that it will charge the Debtor an initial retainer
of $10,000 and will bill on an as needed basis to replenish the
retainer.  The firm rates are between $325 and $350 per hour plus
any direct out of pocket expenses for travel.

The Debtors tell the Court that, prior to the commencement of this
Chapter 11 case, the firm has been paid approximately $47,000 from
pre-petition retainers for advising and assisting the Debtors in
connection with this Chapter 11 case and related matters.  The
firm currently holds a retainer in the amount of approximately
$63,000.

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

The firm can be reached at:

   Curt S. Friedberg
   Shareholder
   GGG PARTNERS LLC
   5883 Glenridge Dr., NE Ste. 160
   Atlanta, GA 30328-5571 USA
   Tel: (404) 256-0003 ext. 228 (Office)
   Cel: (404) 386-9759
   Email: cfriedberg@gggpartners.com

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

HMC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The U.S. trustee, the Justice Department's bankruptcy watchdog,
appointed five creditors of Hutcheson Medical Center to serve on
an official committee of unsecured creditors.

No request has been made for the appointment of a trustee or
examiner.


IVANHOE RANCH: Court Approves Dismissal of Bankruptcy Case
----------------------------------------------------------
The Bankruptcy Court dismissed the Chapter 11 case of Ivanhoe
Ranch Partners, LLC.

On Oct. 8, 2014, the Debtor requested that the Court approve the
compromise and settlement of the Debtor's dispute with creditor
Essel Enterprises, LLC; and dismiss its Bankruptcy case.

The Court also ordered that the Debtor and its principal are
jointly and severally prohibited from filing any bankruptcy case
for the Debtor or the property for a period of 60 days from the
date of entry of the order.

As reported in the Troubled Company Reporter on Nov. 7, 2014, the
Debtor related that the core dispute in the proceeding is the
dispute among Essel, Ivanhoe and creditor Henry Gamboa for payment
of the outstanding principal and interest on the loan of at least
$8,365,000.  The dispute was the trigger for the case, and also
spawned the State Court Action, which has been pending for more
than three years.  While the Debtor asserts that it would prevail
following a trial, and Essel makes the same claim, the dispute has
been very expensive for all parties.

On Oct. 1, all parties executed a final comprehensive settlement
agreement and mutual general release and set of joint escrow
instructions for the purpose of implementing the settlement.  A
summary of the settlement terms reflects that:

   1. Essel has agreed to substantially discount its claim and
accept payment of $5,000,000 in satisfaction provided it is paid
in accordance with an agreed upon schedule and the other
settlement terms are complied with by the Debtor and Gamboa.
While payments are made per a schedule ($500,000 has already been
paid), the final installment payment of $4,000,000 is due by
Dec. 31, 2014.

   2. Gamboa and the Debtor agree to pay Essel the settlement
payment, or if not paid, to transfer to Essel all of the Debtor's
right, title and interest in and to the Ivanhoe Ranch Property,
the Willow Glen Property, other real property and related personal
property.

   3. The parties will open an escrow and deposit, among other
documents, requests for reconveyance of the Deeds of Trust, the
promissory note, some of the original Loan Documents, grant deeds
and other transfer documents for the property.

   4. If the settlement payment is timely made and the Debtor and
Gamboa perform their other obligations, the reconveyances will be
recorded by the Escrow holder; if the Settlement Payment is not
made, the grant deeds will be recorded and the property
transferred.

   5. If Gamboa or the Debtor default in other pre-closing
obligations (other than making the last Settlement Payment
installment), Essel will retain other remedies, the loan will not
be satisfied and Gamboa will remain obligated on the Gamboa
Guaranty.

                About Ivanhoe Ranch Partners LLC

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case
(Bankr. S.D. Cal. Case No. 13-09397) on Sept. 23, 2013.  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets between $10 million and $50
million and debts between $1 million and $10 million.

On April 1, 2014, the Court entered an order granting relief from
the automatic stay in favor of Essel Enterprises, LLC, the secured
lender, with respect to the Debtor's key asset, which consists of
a series of non-contiguous parcels of real property in rural east
county, San Diego.

Tiffany L. Carroll, the acting U.S. trustee, is seeking conversion
of the Debtor's Chapter 11 case to a liquidation in Chapter 7,
citing the Debtor's gross mismanagement and losses.


JHK INVESTMENT: Jan. 6 Hearing on Further Use of Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 6, 2015, at
10:00 a.m., to consider JHK Investment LLC's motion to continue to
use of cash collateral.

As of the Petition Date, Bay City Capital Fund V, L.P., and Bay
City Capital Fund V Co., Investment Fund L.P., alleges a first
priority secured claim against all of JHK's assets, including
JHK's cash and accounts receivable.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens, subject to carve out on certain expenses.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  Bankruptcy Judge Alan H. Shiff presides over the
case.  James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


LIGHTNING GAMING: Reports $442K Net Loss for Third Quarter
----------------------------------------------------------
Lightning Gaming, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $442,000 on $931,000 of total revenue for
the 13 three months ended Sept. 30, 2014, compared with a net loss
of $518,000 on $847,000 of total revenue for the same period in
2013.

The Company's balance sheet at Sept. 30, 2014, showed
$1.74 million in total assets, $21.9 million in total liabilities,
and a stockholders' deficit of $20.6 million.

The Company has had limited capital resources and net operating
losses and negative cash flows from operations since inception.
Based on its inventory requirements, cash flow projections, and
anticipated revenues, the Company required supplemental funding
and financed the purchase of a 25-unit slot machine cabinet and
component part order with a $250,000 loan from a related party in
October 2014.  There is no assurance that the Company would be
able to obtain such financing, on reasonable and feasible terms,
or at all.  If the Company needs additional funding and is unable
to obtain it, its financial condition would be adversely affected
and would have to potentially postpone or discontinue planned
projects.

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

                        http://is.gd/Oc7e0g

Boothwyn, Pa.-based Lightning Gaming, Inc., is doing business as
Lightning Poker, which was formed to manufacture and market a
fully automated, proprietary electronic poker table to commercial
and tribal casinos, card clubs, and other gaming and lottery
venues.  Lightning Poker's Poker Table is designed to improve
economics for casino operators while improving overall player
experience.


LLRIG TWO: Seeks to Hire Beecher and Conniff as Attorney
--------------------------------------------------------
LLRIG Two LLC asks the Hon. Brian Lynch of the U.S. Bankruptcy
Court for the Western District of Washington for permission to
employ the law firm of Beecher and Conniff as its attorney to
represent the Debtor in all aspects of the reorganization case
except for those tasks that may be undertaken by special counsel
appointed for that purpose.

The firm will:

   a) advise and assure compliance with UST reporting
      requirements;

   b) conduct examinations of witnesses and related parties to aid
      in the administration of the case;

   c) advise the Debtor regarding matters of bankruptcy law and
      procedure;

   d) represent the Debtor at meetings and hearings;

   e) file and prosecute any motions or other pleadings relevant
      to the reorganization;

   f) review claims, and, if appropriate, file objections to
      claims;

   g) assist the Debtor in the formulation of a Plan of
      Reorganization; and

   h) take other such action as the Debtor requires during the
      case.

The firm's basic professional compensation is at the rate of $385
per hour.

The Debtor tells the Court that it has signed a retainer agreement
and has paid the attorney the sum of $25,000 of which $13,000
remains in trust after consumption of $12,000 in pre-filing work.

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

                          About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14-45610, Bankr.
W.D. Wash.).  The case is assigned to Judge Brian D. Lynch.

A copy of LLRIG Two LLC's amended Chapter 11 voluntary petition is
available for free at http://is.gd/Yb2zCu

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor discloses total assets of $10.32 million and total
liabilities of $5.47 million.

                             *   *   *

The Sec. 341(a) meeting of creditors in the case is currently
scheduled for Dec. 17, 2014, at 12:30 p.m. at Courtroom J, Union
Station.


LLRIG TWO: Selects Rush Hannula as Special Counsel
--------------------------------------------------
LLRIG Two LLC asks the Hon. Brian Lynch of the U.S. Bankruptcy
Court for the Western District of Washington for permission to
employ the law firm of Rush, Hannula, Harkins & Kyler and Barton
L. Adams of Adams and Adams as its special counsel to handle legal
matters relating to:

  1) Professional negligence claim against John S. Mills.

  2) Claims against RV Resort Management, LLC; Lost Lake Resort
     Investment Group, LLC; and Lee and Lori Wilson presently
     pending in Thurston County Superior Court #13-2-01982-2 and
     #14-2-00871-3.  This case will be removed to bankruptcy
     court.

  3) Defense of claim of RV Resort Management, LLC against
     property interests of the Debtor, Pierce County Cause
     #13-2-12947-2.  This case will be removed to bankruptcy
     court.

  4) Defense of a claim by RV Resort Management, LLC against
     interests of the Debtor in Pierce County Superior Court
     #13-2-12947-2.  This case will be removed to bankruptcy
     court.

  5) Defense of a claim by Resort Management, LLC against property
     interests of the Debtor in Pierce County Superior Court
     #3-2-15428-1.  This case will be removed to bankruptcy court.

  6) WCEM Inc v. interests against interests of the Debtor in
     Pierce County Superior Court #14-2-05890-5.  This case will
     be removed to bankruptcy court.

  7) Jeffrey Graham v. the Debtor in Pierce County Superior Court
     #14-2-10945-3.  This case will be removed to bankruptcy
     court.

The Debtor tells the Court that it signed a contingent fee
agreement with special counsel for 33-1/3% plus all costs as
compensation.  Special counsel has agreed to waive and not assert
any pre-filing claims they may have against the Debtor and will
look to principals of the Debtor for payment.  The attorneys have
not agreed to share nor is there an agreement or understanding
between the attorneys and any other entity for the sharing of
compensation received or to be received for services rendered in
connection with this case.

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

                          About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14-45610, Bankr.
W.D. Wash.).  The case is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor discloses total assets of $10.32 million and total
liabilities of $5.47 million.

                             *   *   *

The Sec. 341(a) meeting of creditors in the case is currently
scheduled for Dec. 17, 2014, at 12:30 p.m. at Courtroom J, Union
Station.


MACKINAW POWER: S&P Withdraws 'B+' Rating After Debt Repayment
--------------------------------------------------------------
Standard & Poor's Rating Services no longer rates Mackinaw Power
Holdings LLC US$147 million senior secured term bank loan due
June 22, 2015 as the company's parent, Southeast PowerGen LLC, has
fully paid off the debt.  The rated term bank loan had been rated
'B+' and was on CreditWatch with negative implications.

RATINGS WITHDRAWN

Mackinaw Power Holdings LLC
                              TO               FROM
$147 mil. sr. sec. term bank
  loan due 2015               N.R.             B+


MEDICAL CARD: S&P Lowers LT Counterparty Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on Medical Card System Inc. (MCS)
to 'B-' from 'B'.  At the same time S&P lowered its financial
strength and long-term counterparty credit ratings on MCS's
operating subsidiaries, MCS Advantage Inc. and MCS Life Insurance
Co., to 'BB-' from 'BB'.  The outlook is stable.

The primary reason behind S&P's downgrade was MCS's worse-than-
expected claims experience in its Medicare Advantage (MA)
business.  This resulted in expected year-end 2014 operating EBIT
(which excludes realized gains and losses, special charges, and
discontinued operations) return on revenue (ROR) being
significantly less than S&P's prior expectations of about 2%.  At
the same time, the poorer operating performance has strained risk-
adjusted capitalization, resulting in a significant drop in the
company's regulatory risk-based capital ratio.

MCS grew its MA business significantly in 2014 as evidenced by
premium revenue as of Sept. 30, 2014, that was about 26% more than
the prior year.  MA business constituted about 84% of consolidated
premiums as of Sept. 30, 2014, compared with 82% in 2013.  In
2015, the company is reconfiguring the benefit design of its MA
product offerings in an effort to reduce antiselection and improve
operating performance and risk-based capitalization.

The stable outlook reflects S&P's belief that MCS's MA product
redesign and other corrective actions will improve operating
performance to at least a 1% operating EBIT ROR in 2015,
accompanied by improvement in risk-based capitalization.  The
outlook also reflects S&P's belief that the company will
successfully refinance its term loan, which matures in September
2015.

If MCS produces operating EBIT less than break-even in 2015, S&P
could lower the ratings by one or more notches.  Although it is
unlikely, the company's inability to refinance its term loan
($138.6 million outstanding as of Sept. 30, 2014), which matures
in September 2015, or its risk-adjusted capitalization
deteriorating to a level resulting in regulatory intervention
could also cause S&P to lower the ratings by one or more notches.

If MCS were to consistently produce an operating EBIT of 3% or
more accompanied by an improvement in risk-adjusted
capitalization, S&P could raise the ratings by one notch.


MEDICAL IMAGING: Losses Deficit, Raise Going Concern Doubt
----------------------------------------------------------
Medical Imaging Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $16,111 on $1.27 million of sales for the three months
ended Sept. 30, 2014, compared to net income of $8.66 million on
$1.32 million of sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$3.45 million in total assets, $3.48 million in total liabilities,
and a total stockholders' deficit of $30,283.

The Company incurred a total comprehensive loss of $15,800 for the
three months ended Sept. 30, 2014 as well as a working capital
deficit of $428,000.  These conditions raise substantial doubt as
to the Company's ability to continue as a going concern, according
to the regulatory filing.

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

                       http://is.gd/HGtm3E

Medical Imaging Corp., formerly Diagnostic Imaging International
Corp., is engaged in providing comprehensive medical diagnostic
imaging services to clients in the United States and Canada
through its wholly owned subsidiaries: Custom Teleradiology
Services, Inc. ("CTS") and Schuylkill Medical Imaging (SMI).
Founded in 2004, CTS is a leading provider of expert remote
reading and reporting of medical diagnostic imaging scans for
rural hospitals, clinics and referring physicians.  SMI is the
premier outpatient diagnostic imaging facility serving patients in
Schuylkill County, Pennsylvania; and has provided high quality
medical diagnostic imaging services to the region for more than 11
years.


MINERAL PARK: Wants Lease Decision Period Extended to March 23
--------------------------------------------------------------
Mineral Park, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to enter an order extending by 120 days
through and including March 23, 2015, the time within which they
must assume or reject unexpired non-residential real property
leases.

The Debtors relate that they have not yet concluded their
evaluation as to which leases they will assume and which leases
they will reject.  The Debtors do not anticipate that they will be
able to make a determination as to which leases to assume or
reject by the Dec. 23, 2014 deadline.

A hearing has been set for Dec. 17, 2014, at 11:00 a.m.
Objections are due Dec. 10 at 4 p.m.

                        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.

The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee
of unsecured creditors.  The Committee selected Stinson Leonard
Street LLP and Hiller & Arban LLC as its counsel.

Mineral Park reported $286,362,131 in total assets and
$266,035,508 in total liabilities.


MINERAL PARK: Hires Prime Clerk as Administrative Advisor
---------------------------------------------------------
Mineral Park, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for an order authorizing the employment of
Prime Clerk LLC as their administrative advisor.

The Debtors previously filed an application for an order
appointing Prime Clerk as claims and noticing agent.  The Debtors
believe that administration of the Chapter 11 cases will require
Prime Clerk to perform duties outside the scope requested in the
28 U.S.C. Sec. 156(c) application.

As reported in the Sept. 1, 2014 edition of the Troubled Company
Reporter, 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 Prime Clerk's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Consultant          $155
     Director of Solicitation         $190

Prior to the Petition Date, the Debtors provided Prime Clerk a
$25,000 retainer.

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.

Prime Clerk can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel No: (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.

The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee
of unsecured creditors.  The Committee selected Stinson Leonard
Street LLP and Hiller & Arban LLC as its counsel.

Mineral Park reported $286,362,131 in total assets and
$266,035,508 in total liabilities.


MONROE HOSPITAL: Plan Filing Exclusivity Extended to March 9
------------------------------------------------------------
Bankruptcy Judge James M. Carr extended Monroe Hospital, LLC's
exclusive filing period to file a chapter 11 plan until March 9,
2015, and the period to solicit acceptances for that plan until
May 4.  The Debtor needed more time to negotiate a plan and
prepare adequate information.

As reported in the TCR on Dec. 8, 2014, the Debtor filed a
proposed plan of liquidation one month after receiving court
approval to sell the hospital to an affiliate of Prime Healthcare
Services Inc.  Under the proposed plan, the secured portion of the
claim of hospital lessor MPT Bloomington LLC and affiliated lender
MPT Development Services Inc., which are collectively owed about
$121.8 million, would be paid by the buyer as part of the purchase
price.  Recovery on general unsecured claims is "unknown,"
according to a Bloomberg News report.

                      About Monroe Hospital

Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana.  It leases the land on which the hospital is located from
MPT Bloomington, LLC.

Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014.  Joseph Roche signed the petition as president and
chief executive officer.  In its schedules, the Debtor disclosed
$14,327,739 in total assets and $136,386,925 in liabilities.

The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll
LLP.  Upshot Services LLC acts as the Debtor's noticing, claims
and balloting agent.


NAARTJIE CUSTOM KIDS: Has $3.06-Mil. Receivable From ZA One
-----------------------------------------------------------
Naartjie Custom Kids amended Schedule B (Personal Property) of its
schedules of assets and liabilities.  The document shows that the
Debtor's real property assets total $3,065,096, all on account of
a receivable on an inter-company loan balance owed by ZA One.

A copy of the document filed November 3, 2014 is available for
free at http://bankrupt.com/misc/Naartjie_Amended_SALs.pdf

                   About Naartjie Custom Kids

Founded in Cape Town, South Africa in 1989, Naartjie is a
children's clothing brand that embraces bright, colorful, kid-
friendly clothes.  Naartjie designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old.

Naartjie Custom Kids, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 14-29666) on Sept.
12, 2014.  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP as its counsel.  Ray Quinney &
Nebeker P.C. serves as local counsel.  FTI Consulting, Inc. serves
as its financial advisor.


NEW LOUISIANA: Case Jointly Administered for Procedural Purposes
----------------------------------------------------------------
Bankruptcy Judge Robert Summerhays authorized the joint
administration of the Chapter 11 cases of New Louisiana Holdings,
LLC, et al.  According to the Court, the cases are consolidated
for procedural purposes only and will be jointly administered by
the Court effective as of the filing date of the petitions.  The
lead case will be New Louisiana Holdings, LLC, Case No. 14-50756.

                   About New Louisiana Holdings

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on
June 25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854),
Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855),
Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant,
LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case
No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-
50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-
50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-
50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-
51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC
(Case No. 14-51103) -- that operate skilled nursing facilities
located in Lakeland, Clewiston and St. Peterburg, Florida, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 3,
2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays of the United States Bankruptcy Court for the Western
District of Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.  Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.

The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors.  Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.

                           *      *      *

The Debtors have sought for an extension of their exclusive
periods to file a Chapter 11 plan through Jan. 16, 2015, and their
exclusive period to solicit acceptances for that plan through
March 17, 2015.


NGPL PIPECO: S&P Lowers ICR to 'CCC+' on Weak Fin. Measures
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit and senior unsecured ratings on NGPL PipeCo LLC to 'CCC+'
from 'B-'.  The outlook is negative.  The recovery rating is
unchanged at '3'.

The downgrade stems from a combination of intertwined factors.
During the past two years, NGPL's financial performance has
declined considerably due to reduced throughput on the Louisiana
Line due to lower demand for Gulf Coast gas, driven by increased
supply from the Marcellus and Utica shale gas-producing areas.
Utilization rates have thus been below our expectations, resulting
in adjusted debt to EBITDA of 9.9x for the 12 months ended
Sept. 30, 2014; S&P expects that leverage will remain around this
level in 2015.

"In addition, liquidity has continued to suffer, and we now
believe that the company may soon begin to rely on its revolving
credit facility to meet debt payments and maintenance-related
capital spending, potentially exhausting its cash and available
credit in 2016 or 2017," said Standard & Poor's credit analyst
Michael Ferguson.

Standard & Poor's bases its ratings on NGPL on its stand-alone
credit quality. Myria Acquisition LLC (an unrated consortium of
investors) owns 80% of NGPL and Kinder Morgan Inc. (KMI) owns 20%.
S&P considers NGPL bankruptcy-remote from its owners, because a
bankruptcy filing requires near-unanimous approval and all
significant operating decisions require unanimous shareholder
approval.  As of Sept. 30, 2014, NGPL reported about $2.9 billion
of debt; S&P adjusts this figure slightly to reflect accrued
interest and other items.

The negative outlook reflects Standard & Poor's expectation that
the company will continue to face challenging business conditions,
leading to adjusted debt to EBITDA and EBITDA to interest ratios
in the 9.5x to 10x and 1.25x to 1.35x areas, respectively.  Its
liquidity profile could weaken further during 2015 due to
continued market pressure.


O.W. BUNKER: Court Approves Joint Administration of Ch. 11 Cases
----------------------------------------------------------------
O.W. Bunker Holding North America Inc., et al., obtained an order
from the U.S. Bankruptcy Court for the District of Connecticut -
Bridgeport Division, granting joint administration of their
Chapter 11 cases.  All pleadings and other documents to be filed
in the jointly administered cases will be filed and docketed in
the case of O.W. Bunker Holding North America Inc., Case No. 14-
51720.

                         About O.W. Bunker

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.  The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.


OCULUS INNOVATIVE: Expects More Losses in Foreseeable Future
------------------------------------------------------------
Oculus Innovative Sciences, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a loss of $788,000 for the six months ended Sept. 30,
2014.  At Sept. 30, 2014 and March 31, 2014, the Company's
accumulated deficit amounted to $134.8 million and $134.01
million, respectively.  The Company had working capital of $2.83
million and $1.97 million as of Sept. 30, 2014 and March 31, 2014,
respectively.

The Company expects to continue incurring losses for the
foreseeable future and must raise additional capital to pursue its
product development initiatives, penetrate markets for the sale of
its products and continue as a going concern.  The Company cannot
provide any assurance that it will raise additional capital.
Management believes that the Company has access to capital
resources through possible public or private equity offerings,
debt financings, corporate collaborations or other means; however,
the Company has not secured any commitment for new financing at
this time nor can it provide any assurance that new financing will
be available on commercially acceptable terms, if at all.  If the
economic climate in the U.S. deteriorates, the Company's ability
to raise additional capital could be negatively impacted.  If the
Company is unable to secure additional capital, it may be required
to curtail its research and development initiatives and take
additional measures to reduce costs in order to conserve its cash
in amounts sufficient to sustain operations and meet its
obligations.  These measures could cause significant delays in the
Company's efforts to commercialize its products, which is critical
to the realization of its business plan and the future operations
of the Company.  These matters raise substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filng.

The Company a net loss of $718,000 on $3.26 million of total
revenues for the three months ended Sept. 30, 2014, compared with
a net loss of $1.4 million on $4.09 million of total revenues for
the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed
$18.4 million in total assets, $5.02 million in total liabilities,
and total stockholders' equity of $13.4 million.

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

                       http://is.gd/FpSFlY

                 About Oculus Innovative Sciences

Oculus Innovative Sciences, Inc. -- http://www.oculusis.com/--
develops, manufactures and markets a family of products intended
to significantly reduce the need for antibiotics as it prevents
and treats infections in chronic and acute wounds while
simultaneously enhancing wound healing through modes of action
unrelated to the treatment of infection.  Oculus Innovative
Sciences has two principal subsidiaries -- Oculus Technologies of
Mexico, S.A. de C.V., organized in Mexico, and Oculus Innovative
Sciences Netherlands, B.V., organized in the Netherlands.  On
January 20, 2009, the Company dissolved its subsidiary, Oculus
Innovative Sciences Japan, KK, organized under Japanese law.


ORIENT PAPER: Needs to Restructure to Continue as Going Concern
---------------------------------------------------------------
Orient Paper, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing that as
of Sept. 30, 2014, the Company had current assets of $30.3 million
and current liabilities of $42.7 million (including amounts due to
related parties of $858,000), resulting in a working capital
deficit of approximately $12.42 million; while as of Dec. 31,
2013, the Company had current assets of $25.9 million and current
liabilities of $28.4 million (including amounts due to related
parties of $2.27 million), resulting in a working capital deficit
of approximately $2.42 million.  The Company is currently seeking
to restructure the term of its liabilities by raising funds
through long-term loans to pay off liabilities with shorter terms.
Its ability to continue as a going concern is dependent upon
obtaining the necessary financing or negotiating the terms of the
existing short-term liabilities to meet its current and future
liquidity needs.  Although management believes it can secure
financial resources to satisfy the Company's current liabilities
and the capital expenditure needs in the next 12 months, there are
no guarantees that these financial resources will be secured.
Therefore, there is a substantial doubt about the ability of the
Company to continue as a going concern, according to the
regulatory filing.

The Company disclosed net income of $3.37 million on $40.7 million
of revenues for the three months ended Sept. 30, 2014, compared to
net income of $5.53 million on $37.7 million of revenues for the
same period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $232 million
in total assets, $59.8 million in total liabilities and
stockholders' equity of $172 million.

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

                       http://is.gd/iudD3s

Orient Paper, Inc., formerly Carlateral, Inc. is one of the
leading paper manufacturers in North China.  Orient Paper serves
more than 100 Chinese packaging and printing companies and paper
products distributors.


PALM BEACH: Court OKs Retention of Lidberg Surveyor Firm
--------------------------------------------------------
Palm Beach Community Church, Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
David C. Lidberg, P.S.M. and the firm of Lidberg Land Surveying,
Inc. and pay its retainer and surveyor fees.

The Surveyor requires a retainer of $3,000 to begin the Survey.
The survey is estimated to be completed in two weeks, and at
completion of the Survey will provide the Debtor with six signed
and sealed copies of the Survey for submittal to the City of Palm
Beach Gardens.

David C. Lidberg, P.S.M., a surveyor at Lidberg Land, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Lidberg Land Surveying, Inc.
         David C. Lidberg, P.S.M.
         675 West Indiantown Road, Suite 200
         Jupiter, FL 33458

                     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 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.

On Dec. 4, 2014, the Bankruptcy Court confirmed Palm Beach
Community Church, Inc.'s Third Amended Plan of Reorganization;
named Robert C. Furr, Esq., as disbursing agent; and scheduled a
status conference on Feb. 19, 2015 at 2:00 p.m.

The Third Amended Plan proposes to pay creditors from the Debtor's
funds on hand, revenue from its preschool, Lease Agreements,
revenues from the Borland Center, tithing and other donations from
the Church members.  The Plan also provides for the payment of
administrative claims to be paid in full on the Effective Date of
the Plan with respect to any such claim.


PETSMART INC: S&P Puts 'BB+' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB+'
corporate credit rating on pet retailer PetSmart Inc. on
CreditWatch with negative implications.

The CreditWatch placement follows PetSmart's announcement that it
has entered into a definitive agreement to be acquired by a
consortium led by B.C. Partners in a transaction valued at
approximately $8.7 billion.  The company expects the transaction
to close in mid-2015.

S&P expects the sale of the company to result in higher debt
levels, with all credit-protection measures declining accordingly,
which will result in S&P's reassessment of its financial risk
profile.  S&P believes PetSmart's leverage could increase to above
5x on a sustained basis from 1.5x as of Nov. 2, 2014.  S&P will
also view its financial policy under the private equity ownership
as consistent with a 'B' category rating, supporting its
expectation of a downgrade.


PHOENIX PAYMENT: Has Until Feb. 2 to Remove Actions
---------------------------------------------------
The Bankruptcy Court extended until Feb. 2, 2015, the time in
which Phoenix Payment Systems, Inc., may file notices of removal
of any and all civil actions under Bankruptcy Rule 9027(a).

As reported in the Troubled Company Reporter on Nov. 21, 2014, the
Debtor is party to various civil actions and is in the process of
assessing the relevant information to make informed decisions and
to determine whether removal of any is warranted.

The Debtor has been preoccupied with the sale of substantially all
of its assets to EPX Acquisition Company, LLC, an affiliate of
North American Bancard, LLC.  After the closing date, the Debtor
is tasked to formulate a plan of reorganization, resolve disputed
claims, and make distributions to creditors and interest holders.

In this relation, the Debtor has yet to finish its analysis as to
whether any pending actions must be removed.

                      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.  The
Debtor disclosed $7,230,399 in assets and $14,083,645 in
liabilities as of the Chapter 11 filing.

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.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
to retain Lowenstein Sandler LLP, and White and Williams LLP as
its co-counsel; Alvarez & Marsal North America, LLC as its
financial consultant.


PHOENIX PAYMENT: Taps Fox Rothschild as Conflicts Counsel
---------------------------------------------------------
Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka
EPX, seeks permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Fox Rothschild LLP as conflicts
counsel.

By a prior Court order, the Debtor retained Richards, Layton &
Finger, P.A. to serve as its bankruptcy counsel in the Chapter 11
Case.  RL&F has been providing and will continue to provide
substantially all of the legal services to the Debtor in
connection with the Chapter 11 Case.

There is, however, one known legal matter related to the Chapter
11 Case for which RL&F cannot provide legal services due to a
conflict of interest: the analysis of the amended proof of claim
filed by PricewaterhouseCoopers LLP and, if necessary,
the filing and prosecution of an objection to that claim.

The Debtor wishes, pursuant to section 327(e), to retain Fox to
perform this and any other any legal tasks that RL&F cannot
undertake due to conflicts of interest.

Michael G. Menkowitz, a partner at Fox Rothschild, assures the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm's standard rates for its services are:

    Professional                       Hourly Rate
    ------------                       -----------
    Michael G. Menkowitz (Partner)        $685
    William Stassen (Partner)             $585
    Jason Manfrey (Associate)             $315
    Joe DiStanislao (Paralegal)           $315

                       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.  The
Debtor disclosed $7,230,399 in assets and $14,083,645 in
liabilities as of the Chapter 11 filing.

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.

The U.S. Trustee for Region 3 has appointed three members to an
Official Committee of Unsecured Creditors.  The Committee tapped
to retain Lowenstein Sandler LLP, and White and Williams LLP as
its co-counsel; Alvarez & Marsal North America, LLC as its
financial consultant.


PVA APARTMENTS: Hearing Today on Sale of Bonifacio Property
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing today, Dec. 17, 2014,
at 2:00 p.m., to consider PVA Apartments, LLC's motion for
authorization to sell its 22-unit apartment building located at
2354 Bonifacio St., Concord, California.

The Debtor is requesting permission to sell the Bonifacio Property
for $3,475,000.  It is estimated that proceeds will be $3,000,000
after closing costs.

The lienholders on the Bonifacio Property, who have all been
served with the motion, are:

-- Concord Funding Group, LLC: First Mortgage $9.5 million
-- Agoura Hills Financial, Inc.: Second Mortgage $625,000, and
-- Contra Costa County: Property Taxes $152,235

The Debtor proposes to sell the Bonifacio Property and use the
proceeds as follows:

-- pay Concord Funding Group, LLC (most if not all of the
proceeds);

-- pay Agoura Hills Financial (attempt to negotiate payoff of
this loan); and

-- pay Contra Costa County: full settlement of property tax debt.

According to the Debtor, selling the Bonifacio Property pursuant
to the 11 U.S.C. Section 363 motion would put it in a position to
further reorganize and propose a confirmable plan sooner rather
than later.

The Debtor is represented by:

         Sydney Jay Hall, Esq.
         Law Office Of Sydney Jay Hall
         1308 Bayshore Hwy., Suite 220
         Burlingame, Ca 94010
         Tel: (650) 342-1830
         Fax: (650) 342-6344
         E-mail: Sjhlaw@Mail.Com

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC filed Chapter 11
protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18, 2014.
Bankruptcy Judge Hon. Roger L. Efremsky presides over the case.
Sydney Jay Hall, Esq., at the Law Offices of Sydney Jay Hall,
represents the Debtor.  The Debtor estimated its assets at
$10 million to $50 million and its debts at $1 million to
$10 million.

The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.




QUEENS BALLPARK: S&P Raises Rating on $547.6MM Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Rating Services said it raised the rating on New
York City Industrial Development Agency's (NYCIDA) series 2006
$547.6 million payments-in-lieu-of-taxes (PILOT) bonds, $58.4
million installment purchase bonds, $7.1 million lease revenue
bonds, and series 2009 $82.28 million PILOT bonds, issued for
Queens Ballpark Co. LLC to 'BB+' from 'BB'.  The outlook is
stable.

"The stable outlook reflects our expectation that attendance and
stadium operations have stabilized. We continue to believe that
team performance will drive attendance and stadium cash flows,
which will be a factor if the team continues to underperform,"
said Standard & Poor's credit analyst Jodi Hecht.

The project is a 42,000-seat, open-air baseball stadium called
Citi Field.  It is home to Major League Baseball's (MLB) New York
Mets.  The project used bond proceeds to fund construction of the
new ballpark in Queens, N.Y.  The NYCIDA owns the ballpark and
leases it under a long-term lease to Queens Ballpark.  The initial
lease term is equal to the debt maturity. Queens Ballpark is a
wholly owned subsidiary of Sterling Mets L.P., which owns the
Mets.  Queens Ballpark has a sub-lease with the Mets that requires
the Mets to play all home games in the stadium.

NYCIDA is servicing the PILOT, installment purchase, and lease
revenue bonds from PILOTs, installment purchases, and rental
payments, respectively, received from Queens Ballpark.  Stadium
revenues from luxury suite premiums, club seats and specific box
seats, concessions, merchandise, signage and advertising, naming
rights, and specific parking revenues support the PILOT,
installment purchase, and rent payments.


REVEL AC: Wins Court Approval to Reject COO Contract
----------------------------------------------------
Revel AC, Inc., et al., obtained authorization from the Bankruptcy
Court to reject the employment agreement between Revel
Entertainment Group LLC and its chief operating officer, effective
on the resignation date of the COO.

As reported in the November 7, 2014 edition of the Troubled
Company Reporter, the Debtor sought authority to reject the COO
contract after Scott Kreeger on Oct. 16 resigned from his position
as Revel Entertainment's chief operating officer.  Mr. Kreeger
accepted a job offer from another employer, according to the court
filing.

                          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.


ROCKDALE RESOURCES: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------------
Rockdale Resources Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $210,282 on $187,302 of total
revenue for the three months ended Sept. 30, 2014, compared with a
net loss of $135,337 on $82,722 of total revenue for the same
period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $3.59
million in total assets, $330,080 in total liabilities, and
stockholders' equity of $3.59 million.

According to the regulatory filing, the Company has suffered
recurring losses from operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company plans to generate profits by drilling
productive oil or gas wells.  However, the Company will need to
raise the funds required to drill new wells through the sale of
its securities, through loans from third parties or from third
parties willing to pay the Company's share of drilling and
completing the wells.  The Company does not have any commitments
or arrangements from any person to provide the Company with any
additional capital.  If additional financing is not available when
needed, the Company may need to cease operations.

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

                        http://is.gd/lAll4P

Austin, Tex.-based Rockdale Resources Corporation (formerly Art
Design, Inc.) was incorporated in the State of Colorado on
Jan. 16, 2002.  In April 2012 the Company discontinued its prior
operations and became involved in the exploration and development
of oil and gas.  On May 4, 2012, the Company amended its articles
of incorporation to change its name to Rockdale Resources
Corporation.


SHIROKA DEVELOPMENT: Court Set January 15 as Claims Bar Date
------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York set Jan. 15, 2015 as the claims
filing deadline in Shiroka Development LLC's case.

Shirokia Development, LLC, a real property owner in Flushing, New
York, currently being controlled by a receiver, filed a
Chapter 11 bankruptcy petition in Manhattan, on Aug. 12, 2014.
Hong Qin Jiang signed the petition as authorized individual.  The
Debtor disclosed, in an amended schedules total assets of $28.40
million and total liabilities of $16.79 million.  The Debtor has
tapped Dawn Kirby Arnold, Esq., at DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP, as counsel.


SILVERADO STREET: Section 341(a) Meeting Scheduled for Jan. 13
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Silverado Street,
LLC, will be held on Jan. 13, 2015, at 2:00 p.m. at 402 W.
Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B,
in San Diego, California.

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

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

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014, disclosing
$11.3 million in total liabilities and total assets of $21.8
million.  The petition was signed by Amr Aljassim as managing
member.  James Lee, Esq., at Legal Offices of James J. Lee, serves
as the Debtor's counsel.  Judge Christopher B. Latham presides
over the case.


SPINDLE INC: Needs Add'l Capital to Continue as Going Concern
-------------------------------------------------------------
Spindle, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.14 million on $200,478 of total revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$747,027 on $278,021 of total revenue for the same period in 2013.

The Company has incurred a net loss of ($1.14 million) and ($5.46
million) for the three and nine months ended Sept. 30, 2014,
respectively, and has an accumulated deficit of ($11.8 million).

According to the regulatory filing, in order to continue as a
going concern, the Company will need, among other things,
additional capital resources.  The Company's balance sheet at
Sept. 30, 2014, showed $8.82 million in total assets, $1.15
million in total liabilities, and stockholders' equity of $7.66
million.

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

                       http://is.gd/3nULrL

Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated
in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf,
Inc."  The Company was previously an online retailer of golf-
related apparel, equipment and supplies.  Through the date of this
quarterly report, the Company only generated minimal revenues from
that line of business.  Spindle is a commerce-centric company with
four primary customers: 1) individual consumers (buyers); 2)
individual businesses (merchants or sellers); 3) third party
channel partners (financial institutions and other non-bank
partners such as wireless carriers); and 4) advertisers (retail,
brands, and destinations).  The Company intends to generate
revenue through patented cloud-based payment processes under the
Spindle product line, and licensing of its intellectual property.


THINKSTREAM INC: Wins Dismissal of Involuntary Case
---------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana entered order dismissing the involuntary
case of Thinkstream Incorporated of Colorado.

The judge entered the dismissal of the case after considering the
joint motion, the argument of counsel and for reasons orally
assigned at a Nov. 5 hearing on the motion.

Judge Dodd ordered that the automatic stay is terminated.

As reported in the October 28, 2014 edition of the Troubled
Company Reporter, the Debtor and the petitioning creditors --
namely TSB Ventures, LLC, Grossman Family Limited Partnership,
Rainbow Investments Company, Michael Chadwick, Kevin C. Kling GST
Trust, Tim O'Leary and John Zapalac -- filed a joint motion
seeking dismissal of the Debtor's involuntary case.

In their involuntary petition, the Petitioning Creditors alleged
that they were the holders of claims against Thinkstream.  TSB
alleged that it was owed approximately $7 million plus interest
and attorney fees, while the Shoreline Parties alleged that they
were owed approximately $300,000 in the aggregate plus interest
and attorney fees.

The parties told the Court that since the Petition Date, in an
effort to preserve the going concern value and significant
business opportunities of Thinkstream, they have been involved in
good faith negotiations to resolve the bankruptcy case, certain
lawsuits and have ultimately reached an agreement and settlement
to do so.

The parties relayed that the purpose of their proposed settlement
is to allow the Bankruptcy Case to be dismissed as soon as
possible, so that Thinkstream can continue its efforts to
negotiate a contract with the State of Florida and at the same
time, to resolve the ongoing litigation between the parties in the
lawsuits referred to as the Harris County Lawsuit and the TSB
Suit.

The Florida Contract is a contract with the Florida Department of
Law Enforcement that will replace the agency's computerized
criminal history database.

Thinkstream says it is an industry leader in the development of
technology for tracking criminal prosecutions which is suitable
for performing the Florida Contract, and believes that it is one
of two leading candidates for the award of the Florida Contract.

Thinkstream says that in addition to embedded costs in the
creation and development of the technology, it has spent months
and months, and hundreds of thousands of dollars, pursuing the
Florida Contract.  The Florida Contract is expected to be awarded
in the range of $14 million to $16 million.  And importantly to
Thinkstream and its stakeholders, if Thinkstream is successful in
obtaining the Florida Contract, Thinkstream expects to be in an
enviable and preferred position to bid for and obtain similar
contracts to be awarded by over 23 states which, similar to
Florida, intend to update their computerized criminal history
databases.

To this end, Thinkstream and the Petitioning Creditors assert that
the continuation of the Bankruptcy Case, whether in its present
involuntary state, or as a voluntary case, will be a death knell
for Thinkstream's efforts to obtain the Florida Contract and will
also destroy any opportunities for Thinkstream to obtain similar
contracts with other states.  Thus, it is crucial for Thinkstream
to obtain a prompt dismissal of the Bankruptcy Case.

Furthermore, Thinkstream tells the Court that it has been informed
by its principal bank, First NBC Bank (FNBC), which is owed
approximately $5 million and provides ongoing financial support
for the Debtor's operations, that FNBC agrees that the Bankruptcy
Case should be dismissed.

                      About Thinkstream Inc.

Thinkstream Incorporated of Delaware, fka Thinkstream Incorporated
of Colorado, is a technology company that engages in developing
and expanding standard and Web-based distributed information
networks to meet the communication and interoperability demands of
public safety and criminal justice markets.  The company serves
federal agencies, departments, and municipalities in California,
Florida, Texas, Louisiana, Mississippi, and Georgia.

On Sept. 19, 2014, petitioning creditors led by TSB Ventures, LLC,
asserting $9.33 million in total claims on account of debentures
and promissory notes allegedly issued by Thinkstream Incorporated
of Delaware or its predecessor, filed an involuntary Chapter 11
petition for Thinkstream in Baton Rouge (Bankr. M.D. La. Case No.
14-11204).  The case is assigned to Judge Douglas D. Dodd.

The Petitioning Creditors are TSB Venture, LLC, Grossman Family
Limited Partnership, Michael S. Chadwick, Rainbow Investments
Company, Kevin C. Kling GST Trust, Time O'Leary, and John Zapalac.
TSB Venture is based in Folson, LA, while the other creditors are
based in Texas.

TSB is represented by Brandon A. Brown, Esq., and Ryan James
Richmond, Esq. of Stewart Robbins & Brown, LLC, in Baton Rouge,
Louisiana.

Rainbow Investments, Kevin Kling GST Trust, Tim O'Leary and John
Zapalac are represented by J. Eric Lockridge, Esq. --
eric.lockridge@keanmiller.com -- of Kean Miller.


TRIPLANET PARTNERS: Court Denies Case Dismissal Bid
---------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied the request of Benjamin
Roberts to dismiss the Debtor's Chapter 11 case of Triplanet
Partners LLC; or, in the alternative, convert the case to one
under Chapter 7 because Mr. Roberts has not established sufficient
cause for the dismissal of the Debtor's case.

                  About Triplanet Partners LLC

Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.  Sophien
Bennaceur signed the petition as manager.  The Debtor disclosed
$19,946,560 in assets and $33,663,525 in liabilities.  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's counsel.  Judge Robert D.
Drain oversees the case.

No official committee of unsecured creditors has been appointed in
the case.

The Court entered an order extending until Oct. 15, 2014,
Triplanet Partners, LLC's time to assume or reject a non-
residential real property lease with Regus Management Group.


TTM TECHNOLOGIES: S&P Keeps 'BB' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Costa Mesa, Calif.-based TTM Technologies Inc. on CreditWatch with
negative implications, including the 'BB' corporate credit rating,
'BB' senior unsecured issue-level rating, and the preliminary
ratings on the company's shelf program.

"The original CreditWatch listing followed TTM's announcement that
it will acquire Viasystems' common equity for cash and stock,"
said Standard & Poor's credit analyst Christian Frank.

TTM intends to issue a $1.3 billion credit facility to fund the
cash portion of the equity purchase, refinance debt at both
companies (including Viasystems' $600 million senior secured
notes, S&P believes), and provide liquidity for general corporate
purposes.  Pro forma for the acquisition, S&P estimates that
leverage would increase to the mid-4x area based on reported
results through Sept. 30, 2014, up from actual leverage of 3.3x.
The transaction will require regulatory approvals in the U.S.,
including approvals related to the company's defense end market,
and in China.

S&P believes that the acquisition, which would roughly double
TTM's scale, would improve the company's diversity with the
addition of customers in the automotive end market and the
dilution of Apple as a percentage of total revenues, and it would
allow for some cost reductions and efficiencies in capital
spending.  The combined company's global PCB market share would be
roughly 5%, making it the second leading provider; however, the
industry remains highly fragmented, competitive, and cyclical, and
the company would continue to face wage inflation in China.

S&P will monitor developments related to the proposed acquisition,
including required regulatory approvals, and resolve the
CreditWatch listing when more information regarding the
transaction and financing becomes available.  S&P could lower the
rating by one or two notches if TTM completes the transaction and
finances it as S&P expects.  If TTM does not complete the
acquisition, S&P will review its expectations for the company's
operating performance and its financial risk profile before
resolving the CreditWatch.


U.S. COAL: Additional Debtors Get Joint Administration Order
------------------------------------------------------------
Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal
Company, LLC, and U.S. Coal Marketing, LLC (collectively, the
"Additional Debtors") obtained an order directing the joint
administration of their Chapter 11 cases, with all future
pleadings to be filed in the lead case of Licking River Mining,
LLC, Case No. 14-10201.  The consolidation of the Chapter 11 cases
is for administrative purposes only and is not substantive
consolidation of the Debtors' respective Chapter 11 statuses.

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Official Committee of Unsecured Creditors has tapped Barber
Law PLLC and Foley & Lardner as attorneys.


UNITEK GLOBAL: Proposes Young Conaway as Bankruptcy Co-Counsel
--------------------------------------------------------------
UniTek Global Services, Inc., et al., ask permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP as their bankruptcy co-
counsel nunc pro tunc to the Petition Date.

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated July 28, 2014.  In preparing for the
Chapter 11 cases, Young Conaway has become familiar with the
Debtors' business and affairs and many of the potential legal
issues that may arise in the context of these chapter 11 cases.
Accordingly, the Debtors believe that Young Conaway is uniquely
qualified to represent them as bankruptcy co-counsel in the
chapter 11 cases.

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

     Position                        Rate Range
     --------                        ----------
     Robert S. Brady                    $765
     M. Blake Cleary                    $670
     Kenneth J. Enos                    $430
     Justin P. Duda                     $350
     Debbie Laskin (paralegal)          $240

As of the Petition Date, the firm holds a retainer in the amount
of $93,706.

Robert S. Brady, a partner at Young Conaway Stargatt, asserts that
Young Conaway is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.  As
of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code, with Lead Case No. 14-12471.  The Debtors' cases
have been assigned to Judge Judge Peter J. Walsh.

UniTek Global reported a net loss of $52.07 million on $472
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.7 million on $438 million of revenues
in 2012.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.

                             *   *   *

The Debtors filed a joint prepackaged Chapter 11 plan of
reorganization on the Petition Date.  The Plan contemplates
confirmation and consummation within 45 days and provides for the
payment in full of all general unsecured claims in the ordinary
course of business.

Before the bankruptcy date, holders of ABL Facility Claims and
Term Loan Claims voted unanimously to accept the Plan.


UNITEK GLOBAL: Hires FTI Consulting as Plan Consultants
-------------------------------------------------------
UniTek Global Services, Inc., et al., seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
FTI Consulting, Inc., together with its wholly owned subsidiaries,
agents, and independent contractors, as plan consultants.

Prior to the Petition Date, the Debtors engaged FTI to provide
certain financial advisory and consulting services in connection
with the formulation and solicitation of the Prepackaged Plan.  In
this capacity, with the assistance of the Debtors and their
professionals, FTI prepared the liquidation analysis.

The Debtors want to engage FTI's services to act as their plan
consultant because of the firm's work on the Liquidation Analysis.
FTI's assistance could become critical depending upon the issues
that arise in connection with the combined hearing on the Plan and
explanatory Disclosure Statement, the Debtors assert.

Pursuant to the Engagement Letter, and subject to the Court's
approval, FTI will be paid on an hourly basis.  FTI's compensation
will be based upon the actual number of hours incurred at the
firm's standard hourly rates ranging from $125 (for
paraprofessionals) to $925 (for senior managing directors).  The
Debtors have also agreed to reimburse FTI for its actual and
necessary out-of-pocket expenses incurred in connection with the
engagement.

FTI currently holds cash on account totaling $150,000, forwarded
by the Debtors to the Firm in connection with financial advisory
services performed prior to the Petition Date.

The Engagement Letter further provides that the Debtors will
indemnify and hold harmless FTI and any of its subsidiaries,
affiliates, officers, directors, principals, shareholders, agents,
independent contractors, or employees.

FTI asserts it is a "disinterested person" as the term is defined
within the meaning of Section 101(14) of the Bankruptcy Code.

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.  As
of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code, with Lead Case No. 14-12471.  The Debtors' cases
have been assigned to Judge Judge Peter J. Walsh.

UniTek Global reported a net loss of $52.07 million on $472
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.7 million on $438 million of revenues
in 2012.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.

                             *   *   *

The Debtors filed a joint prepackaged Chapter 11 plan of
reorganization on the Petition Date.  The Plan contemplates
confirmation and consummation within 45 days and provides for the
payment in full of all general unsecured claims in the ordinary
course of business.

Before the bankruptcy date, holders of ABL Facility Claims and
Term Loan Claims voted unanimously to accept the Plan.


WEST TEXAS GUAR: Has Exclusivity in Plan Filing Until Dec. 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted West Texas Guar an extension of its exclusive right to
file a Chapter 11 plan and solicit votes on that plan through and
including December 22, 2014.

                    About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on
March 14, 2014, against West Texas Guar Inc.  The farmers claim
they are owed nearly $4 million for seed they've delivered on the
2013 harvest but haven't been paid for.  Guar is a seed crop that
has a variety of uses in human and animal food production,
textiles and fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.  The Debtor disclosed in amended schedules
$19,226,923 in assets and $29,331,352 in liabilities as of the
Chapter 11 filing.



                             *********

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
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related conferences are encouraged.  Send announcements to
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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

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