TCR_Public/150102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 2, 2015, Vol. 19, No. 2

                             Headlines


22ND CENTURY: Acquires Important Intellectual Property from NRC
ACTIVECARE INC: Needs More Time to File 2014 Form 10-K
ADVANCED MICRO DEVICES: Revokes Equity Stock Awards to CEO
AMERICAN APPAREL: Gene Montesano No Longer Serving as Director
AOXING PHARMACEUTICAL: Names Okeanos Executive as New CFO

ALION SCIENCE: Reports $43.9 Million Net Loss in Fiscal 2014
ALLIED DEFENSE: Makes Final Distribution of $0.10 Per Share
AMERICAN POWER: Conference Call Held, to Focus on Profitability
AP-LONG BEACH: U.S. Trustee, BofA Balk at Cash Use
AP-LONG BEACH: Schedules Filing Date Extended to Feb. 2

BALMORAL RACING: Empress Casino, et al., Seek to Liquidate Claims
ARISTA POWER: Zwick & Banyai Replaces EFP Rotenberg as Auditors
BANK BUILDING ASSOC: Case Summary & 16 Largest Unsec. Creditors
BG MEDICINE: Automated Galectin-3 Testing Gets FDA Clearance
BLUE STAR PROPERTIES: Case Summary & 5 Top Unsecured Creditors

BOOMERANG SYSTEMS: Had $2.6MM Loss in 2014, Warns of Bankruptcy
BOOMERANG SYSTEMS: Inks 3rd Amendment to 2013 Loan Agreement
BRUGNARA PROPERTIES: Case Summary & 5 Unsecured Creditors
CAESARS ENTERTAINMENT: Agrees on Restructuring Agreement Terms
CASINO REINVESTMENT: S&P Cuts Rating on Parking Fee Bonds to 'BB'

CATASYS INC: Signs $1.1 Million Securities Purchase Agreements
CASPIAN SERVICES: Delays Form 10-K for 2014, Expects $16.6MM Loss
CHINA CARBON: Lack of Capital May Force Cessation of Operations
COMMUNITYONE BANCORP: Closes $25 Million Common Stock Offering
COMMUNITYONE BANCORP: Carlyle Reports 23.9% Stake as of Dec. 29

COMMUNITYONE BANCORP: Oak Hill Holds 23% Stake as of Dec. 29
COUNTRY STONE: Committee Opposes Distribution of Sale Proceeds
COUNTRY STONE: UIC Says Deal Can't Be Included in Sale
COUNTRY STONE: Says Premier Frustrating Proposed Sale
COUNTRY STONE: Quad City Demands Due Process for R&D Lease

CREEKSIDE ASSOCIATES: Has Interim OK to Use Cash Collateral
CREEKSIDE ASSOCIATES: Has Until Jan. 23 to File Schedules
CTI BIOPHARMA: Had Est. Financial Standing of $57.9MM at Nov. 30
DATAJACK INC: Needs More Financing to Continue Operations
ENERGEN CORP: S&P Retains 'BB' Sr. Unsecured Debt Rating

ENTRANS INTERNATIONAL: S&P Withdraws 'B' CCR at Company's Request
ERF WIRELESS: Issues 9 Million Common Shares
FEDERAL RESOURCES: Case Summary & Largest Unsecured Creditors
FLAMINGO-PECOS: Case Summary & 20 Largest Unsecured Creditors
FREEDOM GROUP: S&P Lowers CCR to 'B' on Weak Operating Performance

GLOBALSTAR INC: Registers 12.3 Million Shares for Resale
GRATON ECONOMIC: S&P Affirms 'B+' Issuer Credit Rating
GROWLIFE INC: Depends on More Capital to Continue Operating
HEALTHSOUTH CORP: S&P Retains 'BB-' Unsecured Debt Rating
INTERLEUKIN GENETICS: Bay City Holds 51.5% Stake as of Dec. 23

IPAYMENT INC: Moody's Raises Corporate Family Rating to Caa1
KU6 MEDIA: Promotes Senior VP Feng Gao to President
LEAK ENTERPRISES: Voluntary Chapter 11 Case Summary
LEGEND OIL: Says It's in Early Stages of Restructuring
LIME ENERGY: Obtains $10 Million Funding From Bison Capital

MADDY CLAIRE: Case Summary & 13 Largest Unsecured Creditors
MOBILE MINI: S&P Affirms BB Corp Credit Rating, Off Watch Negative
MOUNTAIN PROVINCE: Voluntarily Delists Common Stock
NATIONAL CINEMEDIA: Appoints Thomas Lesinski to its Board
NEWLEAD HOLDINGS: Sae Jung Oh Elected to Board of Directors

NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to Caa1
ORCKIT COMMUNICATIONS: Postpones General Meeting to Jan. 20
PASSAIC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
PORT AGGREGATES: Seeks Appointment of Chapter 11 Examiner
PORT AGGREGATES: Proposes to Employ Gordon Arata as Counsel

PORTER BANCORP: Appoints Bradford Ray as New Director
PRAXSYN CORP: Depends on A/R Factoring to Finance Operations
PRESSURE BIOSCIENCES: Stockholders OK 5 Proposals at Meeting
PULSE ELECTRONICS: Suspending Filing of Reports with SEC
RESPONSE BIOMEDICAL: Files Revised Version of Hangzhou Term Sheet

POSITIVEID CORP: Amends $550,000 Conv. Debenture with Dominion
PRESSURE BIOSCIENCES: Re-Prices Common Stock Purchase Warrants
SHERIDAN FUND I: S&P Revises Outlook to Neg. & Affirms 'B+' Rating
SHERIDAN FUND II: S&P Revises Outlook to Neg. & Affirms B+ Rating
SHILO INN: Approved to Use CB&T's Cash Collateral Until March 31

SIMPLEXITY LLC: Stipulation with Fifth Third Bank Approved
SUNFLOWER RESORT: Case Summary & 2 Unsecured Creditors
T-REX OIL: Reports $284K Net Loss for Q3 of 2014
TAMINCO GLOBAL: S&P Raises Corp. Credit Rating From 'B+'
TECHPRECISION CORP: Inks $2.25 Million Term Loan with Revere

TIFCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
TRANS ENERGY: Sells ORRI in Virginia Leases for $11 Million
TROY TOOLING: Case Summary & 20 Largest Unsecured Creditors
TUCSON COUNTRY: S&P Lowers Refunding Bond Rating to 'BB-'
UNIVERSAL COOPERATIVES: Wants Until Feb. 9 to Remove Actions

UNIVISION COMMUNICATIONS: Moody's Rates $815MM Unsec. Notes Caa2
VARIANT HOLDING: Time to Remove Actions Extended to March 26
VERMILLION INC: Schuler Reports 18.5% Stake as of Dec. 23
VICTORY ENERGY: Ralph Kehle Quits From Board of Directors
VISUALANT INC: Renews Credit Facility for Six Additional Months

VERITEQ CORP: Sells $100,000 Convertible Note to KBM Worldwide
VERITY CORP: Delays Form 10-K for 2014
WYNN AMERICA: S&P Assigns 'BB+' Corp. Credit Rating

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters


                             *********


22ND CENTURY: Acquires Important Intellectual Property from NRC
---------------------------------------------------------------
22nd Century Group, Inc., announced that on Dec. 23, 2014, its
wholly-owned subsidiary, 22nd Century Limited, LLC, purchased
strategically important intellectual property (both patents and
patent applications) from the National Research Council of Canada
relating to the modification of nicotine in the tobacco plant.

Including "transcription factor" technology and other intellectual
property that represents the Company's extraordinary second-
generation gene technology for modifying the content of nicotine
(very low to high) and other nicotinic alkaloids in the tobacco
plant, the NRC intellectual property is the cornerstone of the
Company's tobacco harm reduction products under development.  The
unparalleled technology allows for the production of the world's
lowest nicotine cigarette, up to 98% less nicotine than that of
"light" cigarettes, and the world's lowest tar-to-nicotine ratio
cigarette.

By obtaining full ownership and control of the NRC intellectual
property to which the Company formerly had an exclusive worldwide
license, 22nd Century will settle in-full all outstanding monies
due to NRC and will no longer have to share with NRC any revenues
derived under the Company's license to British American Tobacco
and from the Company's sales of tobacco and tobacco products
worldwide.

22nd Century's President and Chief Operating Officer, Henry
Sicignano III stated, "This acquisition not only provides 22nd
Century with more operational flexibility through full control and
ownership of the NRC patent rights, it also promises savings of
potentially many millions of dollars in royalty fees.  We are
tremendously pleased that Tom James, 22nd Century's General
Counsel, was able to negotiate this highly strategic transaction."

The Company agreed to pay NRC a total of US$1,873,000 for the
purchase by the Company of such NRC intellectual property, of
which $873,000 was paid in cash by wire transfer by the Company to
NRC at the closing of this transaction on Dec. 23, 2014, with the
remainder of the purchase price being payable by the Company to
NRC in three annual installment payments of $333,333.33 on or
before Dec. 22, 2015, $333,333.33 on or before Dec. 22, 2016, and
$333,333.34 on or before Dec. 22, 2017.

Company Hires 10 New Employees at Mocksville, NC Factory

To facilitate the January production and shipping of the Company's
RED SUN(R) super-premium brand cigarettes, as well as the contract
manufacturing of the Smoker Friendly private label cigarette
brand, 22nd Century announced that its wholly-owned subsidiary,
NASCO Products, LLC, a federally licensed tobacco product
manufacturer and participating member of the tobacco Master
Settlement Agreement (MSA), hired ten new full-time employees at
its manufacturing facility in Mocksville, North Carolina.

Each of the new hires comes to NASCO with years of cigarette
manufacturing experience.  Barry Saintsing, NASCO Plant Manager
and former Master Product Developer at RJ Reynolds Tobacco
Company, stated, "We have assembled an exceptional manufacturing
team here at the factory.  All five production lines are up and
running now and we are eager to begin shipping product in
January!"

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $26.7
million in total assets, $6.56 million in total liabilities and
$20.1 million in total shareholders' equity.


ACTIVECARE INC: Needs More Time to File 2014 Form 10-K
------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Sept. 30, 2014.  The Company said it needs additional time to
complete the presentation of its financial statements and the
analysis thereof.

                           About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.  As of June 30, 2014, the
Company had $9.49 million in total assets, $10.96 million in total
liabilities and a $1.46 million total stockholders' deficit.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


ADVANCED MICRO DEVICES: Revokes Equity Stock Awards to CEO
----------------------------------------------------------
At its meeting on Aug. 6, 2014, the Compensation Committee of the
Board of Directors of Advanced Micro Devices, Inc., approved
annual equity award grants to Dr. Lisa Su, which reflected her
promotion to senior vice president and chief operating officer on
July 1, 2014.  In October 2014, the Company entered into an
employment agreement with Dr. Su in connection with her promotion
to president and chief executive officer.  As negotiated and
provided for in Dr. Su's employment agreement, Dr. Su received
additional equity grants on Oct. 31, 2014, in light of her
appointment to the new position.  The employment agreement was
approved by the Board, the terms and conditions of which were the
result of arms-length negotiations between Dr. Su and the
Compensation Committee.  The Company believes that Dr. Su's
compensation package, as provided for in her employment agreement,
was appropriate and aligned with the Company's stockholders'
interests.

On Nov. 24, 2014, the Company received notice of a stockholder
derivative action in Delaware court on the grounds that the
Company had granted equity awards to Dr. Su during calendar year
2014 in excess of the per calendar year individual share limit in
the Company's 2004 Equity Incentive Plan.  Rather than litigate
this technical issue, the Company believes resolving this
technicality quickly is a better solution for the Company and its
stockholders.

In light of this determination, on Dec. 26, 2014, the full Board,
including the members of the Compensation Committee, took the
following actions with respect to Dr. Su's equity compensation:

  * Voided and rescinded the performance-based restricted stock
    unit award granted to Dr. Su on Oct. 31, 2014, covering a
    target number of 869,686 shares.

  * Voided and rescinded the performance-based restricted stock
    unit award granted to Dr. Su on Oct. 31, 2014, covering a
    target number of 347,874 shares.

  * Voided and rescinded the performance-based restricted stock
    unit award granted to Dr. Su on Aug. 12, 2014, covering a
    target number of 487,804 shares.

  * Voided and rescinded 50,000 of the 173,937 restricted stock
    units subject to a restricted stock unit award granted to Dr.
    Su on Oct. 31, 2014, and made a corresponding reduction in the
    number of shares subject to such award.

In voiding and rescinding the equity awards, the full Board also
determined that the total compensation package provided for in Dr.
Su's employment agreement, including the equity compensation, was
appropriate and aligned with stockholders' interests.  Having
reaffirmed that the compensation it had promised to Dr. Su was
appropriate and reasonable, the full Board determined that the
Company intends to return Dr. Su's equity compensation to the
level it should have been prior to the action to void and rescind
the equity awards at or near the earliest practicable opportunity
available to the Company, subject to law and the terms of the 2004
Plan.

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

AMD incurred a net loss of $83 million on $5.29 billion of net
revenue for the year ended Dec. 28, 2013, as compared with a net
loss of $1.18 billion on $5.42 billion of net revenue for the year
ended Dec. 29, 2012.

As of Sept. 27, 2014, the Company had $4.32 billion in total
assets, $3.79 billion in total liabilities and $535 million in
total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro Devices to negative from stable.  At the
same time, S&P affirmed its 'B' corporate credit and senior
unsecured debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'.  The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered AMD's corporate family rating to B2 from B1.  The
downgrade of the corporate family rating to B2 reflects AMD's
prospects for weaker operating performance and liquidity profile
over the next year as the company commences on a multi-quarter
strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AMERICAN APPAREL: Gene Montesano No Longer Serving as Director
--------------------------------------------------------------
Lion/Hollywood L.L.C. (i) withdrew its designation of Gene
Montesano as a director of American Apparel, Inc., and designated
Lyndon Lea as a replacement director of the Company, pursuant to
its rights under the Investment Agreement, as amended to date, and
(ii) requested that the Board of Directors of the Company form a
special committee to evaluate strategic alternatives and include
Lyndon Lea as a member of that committee.

Lion/Hollywood L.L.C. and its affiliates disclosed that as of
Dec. 28, 2014, they beneficially owned 24,511,022.66 shares of
common stock of American Apparel, representing 12.3 percent of the
shares outstanding.  A copy of the regulatory filing is available
at http://is.gd/26Pti9

                       About American Apparel

American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California.  As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada.  American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.

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

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

American Apparel has been in the red as far back as 2010.  The
Company reported a net loss of $106.29 million on $633.94 million
of net sales for the year ended Dec. 31, 2013, as compared with a
net loss of $37.27 million on $617.31 million of net sales for the
year ended Dec. 31, 2012.  American Apparel posted a net loss of
$39.31 million on $547.33 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $86.31 million on
$532.98 million of net sales during 2010.  In 2011, American
Apparel announced a restatement of its 2009 financial reports.

The Company's balance sheet at Sept. 30, 2014, the Company had
$307.18 million in total assets, $394.78 million in total
liabilities and a $87.59 million total stockholders' deficit.

                           *     *     *

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

As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'.  The outlook is
negative.

"The downgrade reflects our assessment that a debt restructuring
appears inevitable within six months, absent unanticipated
significantly favorable changes in the company's circumstances,"
said Standard & Poor's credit analyst Ryan Ghose.


AOXING PHARMACEUTICAL: Names Okeanos Executive as New CFO
---------------------------------------------------------
Aoxing Pharmaceutical Company, Inc.'s Board of Directors appointed
Wilfred Chow to serve as its chief financial officer and corporate
secretary, effective on Jan. 1, 2015.  Guoan Zhang, who had been
serving as Interim CFO, will remain with the Company as senior
vice president for Finance, according to a regulatory filing with
the U.S. Securities and Exchange Commission.

Mr. Chow, age 48, was employed from 2012 to 2014 as managing
director of Okeanos Capital Investment, an investment banking firm
where Mr. Chow concentrated on media and pharmaceutical clients.
From 2010 to 2012, Mr. Chow was employed as chief financial
officer of Tiger Media (NYSE MKT:  IDI).  From 2006 to 2010 Mr.
Chow was employed as senior vice president for Finance by American
Oriental Bioengineering, a pharmaceutical company that was listed
on the NYSE at that time.  From 2005 to 2006 Mr. Chow was employed
as a senior manager by PriceWaterhouseCoopers.  Mr. Chow was
awarded a Masters Degree in Business Administration by the
University of Leicester in 1997 and a BSS Degree in Economics by
the University of Hong Kong in 1990.

The Company has entered into a three-year employment agreement
with Mr. Chow.  The agreement calls for an annual salary of
$250,000.  The agreement also provides for a grant of 300,000
shares of common stock, vesting one-third per year during the term
of the agreement, and a grant of options to purchase 300,000
shares at grant date market price vesting one-third per year
during the term of the agreement.

                       Director Appointment

Aoxing Pharmaceutical's Board of Directors appointed Hui Shao to
serve as a member of the Board of Directors, effective on Jan. 1,
2015.

Dr. Shao has been appointed to the board in order that the Company
can obtain the benefit of Dr. Shao's 16 years of experience in the
financing of pharmaceutical companies and his intimate knowledge
of the Company's business.  Most recently, Dr. Shao has been
employed, since 2010, as chief financial officer of Yisheng
Biopharma, which manufactures vaccines in China.  From 2007 to
2010 Dr. Shao was employed as the chief financial officer of the
Company, Aoxing Pharmaceuticals.  From 2003 to 2007, Dr. Shao was
employed as Senior Analyst by U.S. investment companies: Mehta
Partners from 2003 to 2005 and Kamunting Street Asset Management
from 2005 to 2007.  Prior to joining Mehta Partners, Dr. Shao was
employed as Principal Scientist by Roche Pharmaceuticals.  Dr.
Shao was awarded a Masters Degree in Business Administration by
New York University in 2003, a Doctor of Philosophy Degree in
Bioorganic Chemistry by the University of California - San Diego
in 1996, and a Bachelor of Science Degree with a concentration in
Polymer Chemistry by the University of Science and Technology of
China in 1990. From 2008 to 2011 Dr. Shao was a member of the
Board of Directors of Tongli Pharmaceuticals (USA), Inc. (OTC
Pink:  TGLP).  Dr. Shao is 46 years old.

On Dec. 19, 2014, the Board of Directors approved a resolution
that each independent member of the Board will receive, in
compensation for service on the Board, a cash fee of 60,000
Renminbi (approx. $9,700) per annum and 20,000 shares of the
Company's common stock for each year of service.

Meanwhile, effective on Dec. 31, 2014, Zhimin Li has submitted his
resignation from the Board of Directors.

                            About Aoxing

Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company.  The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.

In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.

The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.29 million
last year.

As of Sept. 30, 2014, the Company had $39.07 million in total
assets, $38.44 million in total liabilities and $631,865 in total
equity.


ALION SCIENCE: Reports $43.9 Million Net Loss in Fiscal 2014
------------------------------------------------------------
Alion Science and Technology Corporation, on Dec. 30, 2014, filed
with the U.S. Securities and Exchange Commission its annual report
on Form 10-K for the year ended Sept. 30, 2014.  The Company was
unable to timely file its Report by the prescribed date because
the Company needed additional time to complete certain disclosures
and analyses to be included in the Report as a result of the
complex issues related to the refinancing transactions completed
in August 2014.

The Company reported a net loss of $44.0 million on $804.8 million
of contract revenue for the year ended Sept. 30, 2014, compared
with a net loss of $36.6 million on $849 million of contract
revenue for the year ended Sept. 30, 2013.  The Company also
reported a net loss of $41.4 million for the year ended Sept. 30,
2012.

As of Sept. 30, 2014, the Company had $604.3 million in total
assets, $802.5 million in total liabilities, $32.1 million in
redeemable common stock, $2.33 million in series A preferred
stock, $20.8 million in common stock warrants, secured notes, and
a $253 million accumulated deficit.

Deloitte & Touche LLP, in McLean, Virginia, did not include a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Sept. 30, 2014.

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

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

                      http://is.gd/2RaBeM

                       About Alion Science

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

                           *     *     *

As reported by the TCR on Aug. 26, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'B-' from 'SD'.

"The rating action follows Alion's completed exchange offer and a
simultaneous refinancing transaction, whereby the company
refinanced nearly its entire capital structure, except for about
$24 million of 10.25% senior unsecured notes, which will mature in
February 2015," said Standard & Poor's credit analyst Jenny Chang.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


ALLIED DEFENSE: Makes Final Distribution of $0.10 Per Share
-----------------------------------------------------------
The Allied Defense Group, Inc., made a final distribution of $0.10
per share pursuant to its plan of liquidation on Dec. 29, 2014,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

                  About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and the Company's stock is no
longer publicly traded.


AMERICAN POWER: Conference Call Held, to Focus on Profitability
---------------------------------------------------------------
American Power Group Corporation held a telephonic conference call
to provide an update on the Company to investors.

"Our primary focus is cash flow positive and then profitability at
which time we'll aggressively look at the possibility of
uplisting to one of the national exchanges."

A copy of the conference call transcript is available for free at:

                        http://is.gd/nep37s

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  Additional information at
http://www.americanpowergroupinc.com/

American Power reported a net loss available to common
stockholders of $3.25 million on $6.28 million of net sales for
the year ended Sept. 30, 2014, compared to a net loss available to
common stockholders of $2.92 million on $7.01 million of net sales
for the year ended Sept. 30, 2013.

As of Sept. 30, 2014, the Company had $8.52 million in total
assets, $5.49 million in total liabilities and $3.02 million in
total stockholders' equity.


AP-LONG BEACH: U.S. Trustee, BofA Balk at Cash Use
--------------------------------------------------
Peter Anderson, the U.S. Trustee for Region 16, and Bank of
America, N.A., lender to the Debtor's owner, balk at AP-Long Beach
Airport LLC's request for authority to use cash collateral
securing its prepetition indebtedness to U.S. Bank, National
Association.

The Debtor is the borrower under a construction loan agreement
with U.S. Bank in the principal amount of $37.8 million.  As of
the Petition Date, the Debtor owed $33.7 million plus unpaid
interest and fees under the loan.

The Debtor, in addition to seeking authority to use U.S. Bank's
cash collateral, is also seeking approval of a stipulation, which
provides for the lifting of the automatic stay to enable U.S. Bank
to foreclose upon the commercial property located at 3205 Lakewood
Boulevard, in Long Beach, California.  U.S. Bank, however, agreed
to forbear from the foreclosure provided that certain requirements
relating to the repayment of the U.S. Bank Loan are satisfied on
or before March 1, 2015.  The Debtor and U.S. Bank agreed that if
the U.S. Bank Loan has not been repaid by March 1, 2015, the
Debtor consents to allow U.S. Bank to proceed with its non-
judicial foreclosure sale.

The U.S. Trustee complains that the stipulation between the Debtor
and U.S. Bank contain clauses that exceed the scope of the
stipulating parties and therefore, the clauses need to be removed
or rewritten before the stipulation can be approved.
Specifically, the U.S. Trustee points out that, without the
benefit of the schedules of assets and liabilities, a section in
the stipulation authorizes a "super-priority" administrative claim
in a vacuum.  The section, according to the U.S. Trustee,
completely ignores the rights for the U.S. Trustee for claims for
quarterly fees.

Moreover, the U.S. Trustee objects to the Debtor's request for the
Court to excuse the receiver's compliance with Section 543 of the
Bankruptcy Code on a final basis.  The U.S. Trustee opposes the
request that the receiver be excused from turnover under Section
543 until all issues relating to the Debtor's bankruptcy case are
fully resolved.

BofA tells the Court that it does not oppose to the U.S. Bank
Motion or the approval of the U.S. Bank Stipulation, but it filed
a statement of position to indicate that in the event the Debtor
does sell or refinance the Long Beach Property, it is entitled to
a portion of the sale proceeds pursuant to the Distribution
Agreement entered into between Abbey-Properties II, LLC, and BofA
dated Feb. 3, 2012.  According to BofA, AP II LLC is the sole
owner of all of the membership interests in the Debtor, and
pursuant to the Distribution Agreement, AP II, LLC, has agreed
that in the event of a sale of the Long Beach Property, AP II LLC
will cause sale proceeds to be distributed to pay BofA the amount
specified in the Distribution Agreement, or in the event of a
refinance of the Long Beach Property, provided certain conditions
occur, AP II LLC will place certain proceeds from the refinance
into a pledged account with BofA.

The U.S. Trustee is represented by:

         Jill M. Sturtevant
         Assistant U.S. Trustee
         Kelly L. Morrison, Esq.
         Trial Attorney
         OFFICE OF THE UNITED STATES TRUSTEE
         915 Wilshire Blvd., Suite 1850
         Los Angeles, CA 90017
         Tel: (213) 894-2656
         Fax: (213) 894-2603
         E-mail: Kelly.L.Morrison@usdoj.gov

BofA is represented by:

         Donald L. Gaffney, Esq.
         Jasmin Yang, Esq.
         SNELL & WILMER L.L.P.
         350 South Grand Avenue, Suite 2600
         Los Angeles, CA 90071
         Tel: (213) 929-2500
         Fax: (213) 929-2525
         E-mail: bgaffney@swlaw.com
                 jyang@swlaw.com

                       About AP-Long Beach

AP-Long Beach Airport LLC, which operates a 206,945-square foot
building at Long Beach Airport, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on
Dec. 19, 2014.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.


AP-LONG BEACH: Schedules Filing Date Extended to Feb. 2
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, extended AP-Long Beach Airport LLC's
deadline to file its schedules of assets and liabilities and
statement of financial affairs to Feb. 2, 2015.

                       About AP-Long Beach

AP-Long Beach Airport LLC, which operates a 206,945-square foot
building at Long Beach Airport, sought protection under Chapter 11
of the Bankruptcy Code on Dec. 19, 2014 (Bankr. C.D. Cal. Case No.
14-33372).  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.


BALMORAL RACING: Empress Casino, et al., Seek to Liquidate Claims
-----------------------------------------------------------------
Empress Casino Joliet Corporation, Des Plaines Development Limited
Partnership, d/b/a Harrah's Casino Cruises Joliet, Hollywood
Casino-Aurora, Inc., and Elgin Riverboat Resort-Riverboat Casino,
d/b/a Grand Victoria Casino, filed a motion with the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, seeking limited relief from the automatic stay.

On Dec. 11, 2014, following a six-day jury trial, Judge Matthew F.
Kennelly in the U.S. District Court for the Northern District of
Illinois entered judgment for the Judgment Creditors and against
Balmoral Racing Club, Inc., Maywood Park Trotting Association,
Inc., and John Johnston, pursuant to the Racketeer Influenced and
Corrupt Organizations Act, 18 U.S.C. Section 1964, and state-law
theories of Civil Conspiracy and Unjust Enrichment.

As a result of the Debtors' conspiracy with a RICO Enterprise that
was comprised of former Illinois Governor Rod Blagojevich,
Blagojevich's campaign fund, Friends of Blagojevich, and others,
the Debtors received $26.3 million of the Judgment Creditors'
revenue, which was distributed to the Debtors in 2010 and 2011,
during the pendency of the RICO case.

Ultimately, the judgment against the Debtors and Johnston, jointly
and severally, totaled $77.8 million.  This was determined by
trebling the jury's determination of $25,940,000 in compensatory
damages to $77,820,000, consistent with RICO.  The jury further
awarded, and the judgment includes, $4 million in punitive damages
against Johnston individually, based on his participation in the
illegal conspiracy with Blagojevich.

The Judgment Creditors assert that they would have been entitled
to commence execution on the judgment on Dec. 26, but to avoid
execution on the judgment, and in lieu of posting security to
delay execution, the Debtors on Dec. 24, filed their voluntary
bankruptcy petitions in the Bankruptcy Court.  Johnston separately
filed an individual petition on December 23.

Accordingly, the Judgment Creditors seek the entry of an order
granting immediate, discrete and limited relief from the automatic
stay to allow them: (a) to liquidate their claim for costs,
including attorneys' fees, pursuant to RICO and consistent with
the procedures stated in Local Rule 54.3; and (b) to utilize
citation proceedings to preserve and identify potential assets of
the estate held by non-Debtor affiliates.  So long as the
bankruptcy proceedings continue, the Judgment Creditors tell the
Bankruptcy Court they do not seek relief from the stay to obtain
the monies identified through these two steps, but instead seek to
have included in these proceedings and in the estate their claim
for costs/fees and any assets identified through the citations
proceedings.

Counsel for the Judgment Creditors are:

         Michael M. Eidelman, Esq.
         VEDDER PRICE P.C.
         222 North LaSalle Street, Suite 2600
         Chicago, IL 60601
         Tel: (312) 609-7500
         Fax: (312) 609-5005
         E-mail: mjedelman@vedderprice.com

            -- and --

         Robert M. Andalman, Esq.
         Andrew R. Greene, Esq.
         A&G Law LLC
         542 South Dearborn, 10th Floor
         Chicago, IL 60605
         Tel: (312) 341-3900
         Fax: (312) 341-0700
         E-mail: randalman@aandglaw.com
                 agreene@aandglaw.com

                     About Balmoral Racing

Illinois-based affiliates Balmoral Racing Club, Inc. (Bankr. N.D.
Ill. Case No. 14-45711) and Maywood Park Trotting Association,
Inc. (Bankr. N.D. Ill. Case No. 14-45718) filed for Chapter 11
bankruptcy protection on Dec. 24, 2014, to continue operations
into 2015 and protect themselves against property seizure.

Alexander F Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.


ARISTA POWER: Zwick & Banyai Replaces EFP Rotenberg as Auditors
---------------------------------------------------------------
Arista Power, Inc., was advised by its independent registered
accounting firm, EFP Rotenberg, LLP, of its intention to cease
serving as the Company's independent registered public accounting
firm upon the Company identifying a successor firm, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.  The Company understands that the basis for EFPR's
decision is that EFPR has made a strategic decision to serve
public companies in roles other than as the independent auditor.

On Dec. 23, 2014, the Company engaged Zwick & Banyai PLLC as its
independent registered public accounting firm, and EFPR resigned
as the Company's independent registered public accounting firm.
The decision to engage Zwick & Banyai was approved by the audit
committee of the Company's board of directors.  EFPR has informed
the Company that it will cooperate and assist with an orderly
transition of audit firms and the Company has authorized EFPR to
respond fully to any inquiries of the successor auditor.

EFPR's reports on the financial statements of the Company for each
of the past two fiscal years have neither contained an adverse
opinion or a disclaimer of opinion, nor been qualified or modified
as to uncertainty, audit scope or accounting principles, except
that, the reports included an explanatory paragraph with respect
to the uncertainty as to the Company's ability to continue as a
going concern.  During the past two fiscal years and in the
subsequent interim period through Dec. 23, 2014, there were (i) no
disagreements with EFPR on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure.

During the two most recent fiscal years and in the subsequent
interim period through Dec. 23, 2014, the Company has not
consulted with Zwick & Banyai with respect to the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion.

                  Fails to Pay $1.2 Million Loan

The borrowings and accrued interest under the Company's Loan
Agreement, dated Sept. 4, 2012, with TMK-ENT, Inc., as amended on
Nov. 13, 2012, Dec. 21, 2012, and May 29, 2013, were due and
payable on Dec. 21, 2014.  The Loan Agreement provided a working
capital revolving line of credit of up to $1,250,000.  Borrowings
and accrued interest under the line of credit amounted to
$1,234,000 as of Dec. 21, 2014.  The Company did not repay such
amounts due and payable to the Lender on Dec. 21, 2014.  The
Company has initiated discussions with the Lender regarding
amending or restructuring the Loan Agreement.

                         About Arista Power

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.

Arista Power reported a net loss of $3.27 million on $2.19 million
of sales for the year ended Dec. 31, 2013, as compared with a net
loss of $3.48 million on $1.99 million of sales for the year ended
Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2014, showed $2.09
million in total assets, $3.56 million in total liabilities and a
$1.47 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses have resulted in an
accumulated deficit and ongoing operation is dependent upon
improved results from operation and additional financing.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

                         Bankruptcy Warning

"We may also seek additional financing to accelerate our growth.
If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of the
Company held by existing shareholders will be reduced and our
shareholders may experience significant dilution.  In addition,
new securities may contain rights, preferences or privileges that
are senior to those of our common stock.  If we raise additional
capital by incurring debt, this will result in increased interest
expense.  There can be no assurance that acceptable financing
necessary to further implement our plan of operation can be
obtained on suitable terms, if at all.  Our ability to develop our
business could suffer if we are unable to raise additional funds
on acceptable terms, which would have the effect of limiting our
ability to increase our revenues, develop our products, attain
profitable operations, or even may result in our business filing
for bankruptcy protection or otherwise ending our operations which
could result in a significant or complete loss of your
investment," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


BANK BUILDING ASSOC: Case Summary & 16 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Bank Building Associates Limited Partnership
        335 Ridge Road
        Monmouth Junction, NJ 08852

Case No.: 14-35958

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 30, 2014

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  PO Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: 908-722-0755
                  Email: msbauer@nmmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence S. Berger, president of USRR,
Inc., and general partner of USLR, general partner of the Debtor.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-35958.pdf


BG MEDICINE: Automated Galectin-3 Testing Gets FDA Clearance
------------------------------------------------------------
The U.S. Food and Drug Administration, on Dec. 29, 2014, made
publicly available the 510(k) clearance for premarket notification
number K140436, which represents the first automated version of
galectin-3 testing to receive regulatory clearance in the United
States, according to a regulatory filing with the U.S. Securities
and Exchange Commission.  BG Medicine, Inc., is the developer of
the BGM Galectin-3(R) Test, which is the FDA-cleared manual
microtiter plate version of the galectin-3 test, and the licensor
of this first automated galectin-3 assay, which is used with the
Abbott ARCHITECT(R) fully-automated immunoassay analyzer.  The new
assay will be commercialized through an agreement between BG
Medicine and Abbott Laboratories.

As cleared by the FDA, galectin-3 testing may be used by doctors
in conjunction with clinical evaluation as an aid in assessing the
prognosis of patients diagnosed with chronic heart failure.  The
FDA clearance of the first automated assay represents a
significant commercial milestone for the Company and paves the way
for the introduction of automated testing for galectin-3
throughout the United States.  The Company believes that the
introduction of automated galectin-3 testing will minimize
objections related to the more labor intensive manual microtiter
plate testing method, improve access to galectin-3 testing,
shorten turn-around time for delivery of test results, and, as a
result, accelerate adoption of galectin-3 testing in the United
States.

                          About BG Medicine

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

BG Medicine reported a net loss of $15.84 million on $4.07 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $23.76 million on $2.81 million of total
revenues during the prior year.  The Company's balance sheet at
June 30, 2014, showed $11.24 million in total assets, $7.25
million in total liabilities and $3.98 million in total
stockholders' equity.

Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations, recurring
cash used in operating cash flows and stockholders' deficit raise
substantial doubt about its ability to continue as a going
concern.


BLUE STAR PROPERTIES: Case Summary & 5 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Blue Star Properties, LLC
        141 Main Street, Suite G1
        Prince Frederick, MD 20678

Case No.: 14-29602

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 30, 2014

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: Merrill Cohen, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  2600 Tower Oaks Blvd., Suite 103
                  Rockville, MD 20852
                  Tel: 301-881-8300
                  Email: merrillc@cohenbaldinger.com

Total Assets: $1.39 million

Total Liabilities: $1.46 million

The petition was signed by William Deavers, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb14-29602.pdf


BOOMERANG SYSTEMS: Had $2.6MM Loss in 2014, Warns of Bankruptcy
---------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.66 million on $5.44 million of total revenues for
the year ended Sept. 30, 2014, compared to a net loss of $11.2
million on $2.71 million of total revenues for the year ended
Sept. 30, 2013.

As of Sept. 30, 2014, the Company had $5.10 million in total
assets, $27.6 million in total liabilities, and a $22.5 million
stockholders' deficit.

                        Bankruptcy Warning

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

"We have a limited amount of cash to grow our operations.  If we
cannot obtain additional sources of cash, our growth prospects and
future profitability may be materially adversely affected and we
may not be able to implement our business plan or fulfill
contracts.  Such additional financing may not be available on
satisfactory terms or it may not be available when needed, or at
all," the Company added.

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

                       http://is.gd/niIm4z

                      About Boomerang Systems

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


BOOMERANG SYSTEMS: Inks 3rd Amendment to 2013 Loan Agreement
------------------------------------------------------------
Boomerang Systems, Inc., and its wholly-owned subsidiaries
Boomerang Sub, Inc., Boomerang USA Corp. and Boomerang MP Holdings
Inc., entered into a third amendment to Loan and Security
Agreement dated as of June 6, 2013, with existing lenders and
lenders who became a lender party thereto and the Agent, according
to a regulatory filing with the U.S. Securities and Exchange
Commission.  Pursuant to the Amendment, the Lenders committed an
additional $7,075,000 of loans to the Borrowers, increasing the
total amount of Lenders commitments to $14,925,000.  In addition,
the Amendment increased the maximum amount of commitments the
Borrowers could obtain under the Loan and Security Agreement to
$15 million.

MRP Holdings LLC, an entity owned by Mark Patterson, the chief
executive officer and a director and principal stockholder of the
Company, increased its commitment as an affiliate lender by an
additional $200,000.  Parking Source, LLC, a principal stockholder
of the Company, increased its commitment as an affiliate lender by
an additional $1,600,000.  Albert Behler, a principal stockholder
of the Company, increased his commitment as an affiliate lender by
an additional $200,000.  In addition, Fox Hunt Wine Collectors,
LLC, an entity managed by Peter Mulvihill, brother of Chris
Mulvihill, the Company's president and a principal stockholder of
the Company, became an affiliated lender through a commitment of
$1,000,000.

                      About Boomerang Systems

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

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

As of June 30, 2014, the Company had $5.54 million in total
assets, $24.56 million in total liabilities and a $19.02 million
total stockholders' deficit.

                         Bankruptcy Warning

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


BRUGNARA PROPERTIES: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: Brugnara Properties VI
        224 Sea Cliff Ave.
        San Francisco, CA 94121

Case No.: 14-31867

Chapter 11 Petition Date: December 31, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Hannah L. Blumenstiel

Debtor's Counsel: Erik G. Babcock, Esq.
                  LAW OFFICE OF ERIK G. BABCOCK
                  717 Washington St. 2nd Fl
                  Oakland, CA 94607
                  Tel: (510) 452-8400

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Luke Brugnara, president.

List of Debtor's five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Erik Babcock                       Legal Fees          $15,000

Priscilla Harley                   Services Rendered   $10,000

SF Public Utilities                Water                $1,589

Golden Gate Disposal               Waste Disposal       $1,300

PG&E #5079785673-4                 Utilities              $651


CAESARS ENTERTAINMENT: Agrees on Restructuring Agreement Terms
--------------------------------------------------------------
Caesars Entertainment Corporation, Caesars Entertainment Operating
Company, Inc., a majority owned subsidiary of CEC, and holders  of
over 39% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 agreed on terms for the
operating leases, the Management and Lease Support Agreement, the
debt facilities and the backstop agreement in connection with the
restructuring of CEOC's indebtedness contemplated by the
Restructuring Support and Forbearance Agreement, dated as of
Dec. 19, 2014, among CEC, CEOC and the Consenting Creditors.

                         Operating Leases

As previously reported, CEOC will be restructured as a separate
operating company ("OpCo") and property company ("PropCo"), with a
real estate investment trust directly or indirectly owning and
controlling PropCo.  Under the proposed restructuring, there will
be two separate leases: one for the Caesars Palace Las Vegas
facility and a second for certain other properties currently owned
by CEOC other than the CPLV Facility.

                Management and Lease Support Agreement

Pursuant to the terms of the MLSA, (i) a wholly-owned subsidiary
of CEC will manage the Facilities and (ii) CEC will guarantee the
payment and performance of all the monetary obligations of OpCo
under the Leases.  The Manager will manage the Facilities on
reasonable and customary terms acceptable to the parties to the
MLSA that are no less favorable to OpCo than current practice.
The Facilities will continue to have access to services provided
by Caesars Enterprise Services, LLC, including use of the Total
Rewards(R) program.

The MLSA will be coterminous with the Leases, and may not be
terminated while the Leases are in effect without the consent of
PropCo.  If the MLSA is terminated, the Manager will continue to
manage the Facilities (and the CEC guarantee of the Leases will
remain in effect) during a post-termination management transition
period.

The MLSA will contain covenants that will limit CEC's ability (i)
to sell certain assets and (ii) to pay dividends on or make other
distributions in respect of its capital stock or make other
restricted payments.

                          Debt Facilities

New First Lien OpCo Debt

OpCo will issue up to $1,188 million in principal amount of first
lien debt with a six year term and interest at LIBOR plus 4.00%
with a 1% LIBOR floor.

New Second Lien OpCo Debt

OpCo will issue up to $547 million in principal amount of second
lien debt with a seven year term and interest at 8.5%.  The New
Second Lien OpCo Debt will consist of a single tranche of notes
that will be issued under an indenture typical and customary in
the case of second lien senior secured notes issued pursuant to an
exit financing.

New First Lien PropCo Debt

PropCo will issue $2,392 million in principal amount of first lien
debt with a five year term and interest at LIBOR plus 3.5% with a
1% LIBOR floor.

New Second Lien PropCo Debt

PropCo will issue $1,425 million in principal amount of second
lien debt with a six year term and interest at 8.0%.  The New
Second Lien OpCo Debt will consist of a single tranche of notes
that will be issued under an indenture typical and customary in
the case of second lien senior secured notes issued pursuant to an
exit financing.

CPLV Debt

Caesars Palace Las Vegas will issue $2,600 million in debt.  No
less than $2,000 million of such debt will be sold to third party
investors for cash proceeds.  Any remaining debt up to $600
million will constitute "CPLV Mezzanine Debt".  The weighted
average yield on the CPLV Market Debt and CPLV Mezzanine Debt will
be capped such that the annual debt service will not exceed $130
million, with the cap increased by $2 million for every $100
million of CPLV Mezzanine Debt that is converted into PropCo
equity in connection with the Restructuring.  The terms of the
CPLV Market Debt will depend on market conditions at the time of
issuance and there can be no assurance that the CPLV Market Debt
can be issued on terms satisfactory to PropCo or at all.

                        Backstop Agreement

The Parties agreed on slightly revised terms to the backstop
agreement, including, among other things, to extend from Dec. 24,
2014, to Dec. 29, 2014, the date by which any holder of the First
Lien Notes may sign the RSA and have the option to elect to join
the backstop for the $300 million of preferred equity of PropCo,
as previously disclosed by CEC and CEOC on Dec. 24, 2014.

                       Additional Agreements

The RSA provides that CEC, its affiliates and other parties will
receive full releases in return for contributions to be made to
CEOC in connection with the Restructuring, including cash, the
guaranty of lease payments, a backstop without fee of the sale of
OpCo and PropCo equity, the right of first refusal to purchase
certain properties and the provision of management services
without fee.  CEC and CEOC have agreed that, depending upon the
valuation of CEC's contributions by CEOC's financial advisor, CEC
may be required to make additional contributions of value to CEOC
that may be material in return for releases.  There are no
assurances that the RSA will become effective or that the
Restructuring will be completed on the terms contemplated or at
all.

A full-text copy of the Form 8-K report is available at:

                       http://is.gd/LZ0Qpi

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's in mid-November
2010.

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  The
Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in
total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.

                           *     *     *

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.

In May 2014, Moody's Investors Service affirmed the Caa3 corporate
family rating and Caa3-PD probability of default ratings.  The
negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.

As reported by the TCR on Dec. 18, 2014, Fitch Ratings downgraded
the Issuer Default Rating (IDR) of Caesars Entertainment Operating
Company (CEOC) to 'C' from 'CC'.  The downgrade of the IDR to 'C'
reflects CEOC's missed $223 million interest payment to the
holders of the 10% second lien notes that was due December 15.

As reported by the TCR on Dec. 18, 2014, Moody's Investors Service
downgraded the ratings of Caesars Entertainment Operating Company,
including the corporate family rating, to Ca from Caa3.

As reported by the TCR on Dec. 18, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'D' from 'CCC-' on
Caesars Entertainment Operating Co. Inc. (CEOC), a majority-owned
subsidiary of Caesars Entertainment Corp.

"We lowered the rating as a result of the company's decision not
to pay approximately $225 million in interest that was due on
Dec. 15, 2014 on $4.5 billion of 10% second-priority senior
secured notes due 2015 and 2018," said Standard & Poor's credit
analyst Melissa Long.


CASINO REINVESTMENT: S&P Cuts Rating on Parking Fee Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Casino Reinvestment Development Authority (CRDA), N.J., series
2005A (tax-exempt) and 2005B (taxable) parking fee revenue bonds
to 'BB' from 'BBB+'.  At the same time, Standard & Poor's removed
the ratings from CreditWatch, where they had been placed July 22
with negative implications.  The outlook is negative, reflecting
the potential weakness from further deterioration to Atlantic
City's gaming industry and, therefore, to the bonds' revenue base.

"The downgrade reflects substantially weakened projected coverage
due to the significant reduction to the bond's revenue base,
following the closure of four out of the 12 casinos that support
the bonds," said Standard & Poor's credit analyst John Sugden.

The rating reflects what S&P views as these credit weaknesses:

   -- Increased competition from casino openings in neighboring
      states, especially Pennsylvania, which have weakened
      Atlantic City casinos gross revenue performance and made the
      city less attractive as a gaming destination;

   -- Increased reliance on a concentrated and shrinking group of
      Atlantic City casinos, with four out of an original 12
      casinos having closed to date in 2014 and the potential for
      at least one more casino closure;

   -- Pledged revenue declines due to a reduced parking revenue
      base, with 30% of parking spaces closed and the potential
      for that to increase further should other casinos close, and
      a history of declining car traffic to Atlantic City; and

   -- Declining investment alternative tax (IAT) revenues due to
      weaker casino revenue performance and reduced statutory
      contribution levels in 2014 and beyond.

The bonds are secured by $2.50 out of a $3 statutory parking fee
collected at 12 casinos as well as a $1 casino contractual fee
collected at 11 of the 12 casinos.  Although statutory parking
fees were collected at the Revel Casino, it did not contribute the
$1 casino contractual parking fee as it was not part of the
original agreement.  In addition, through 2018, the authority also
receives proceeds from certain statutory IAT obligations paid by
the casinos.  In 2013, 53% of total pledged revenues came from the
statutory parking fee, 28% from IAT, and 19% from contractual
parking fees.  The bonds are paid first from statutory parking
revenues fees and, to the extent needed, from IAT and contractual
parking fee revenues.

The negative outlook reflects the significant uncertainty tied to
Atlantic City's gaming industry in light of a reduced revenue base
and increased competition.  Furthermore, the loss of one-quarter
of its casinos, brings into question Atlantic City's
attractiveness as a gaming destination.  In S&P's view, there
could be potential for further credit deterioration if Atlantic
City experiences additional casino closures, or in the absence of
additional closures, there are continued revenue declines due to
increased competition from neighboring states.  S&P will continue
to monitor revenues and could lower the rating by one or more
notches within the next six months if collections point to weaker
debt service coverage than currently assumed.  Should pledged
revenues stabilize at a level higher than currently anticipated as
a result of reopening or repurposing of the currently closed
casinos, improved performance of the remaining casinos, or state
intervention, S&P could revise the outlook to stable.  Should
revenue performance improve significantly and the revenue base
stabilize, S&P could consider a higher rating; however, given the
further declines in IAT revenue contributions due to increased
competition from neighboring states, S&P don't anticipate this
outcome over the two-year outlook horizon.


CATASYS INC: Signs $1.1 Million Securities Purchase Agreements
--------------------------------------------------------------
Between Dec. 22 and 23, 2014, Catasys, Inc., entered into
securities purchase agreements with several investors, including
Crede CG III, Ltd., an affiliate of Terren S. Peizer, chairman and
chief executive officer of the Company, and Steve Gorlin, a member
of the Company's board of directors, relating to the sale and
issuance of an aggregate of 550,000 shares of the Company's common
stock, par value $0.0001 per share, at a price of $2.00 per share
for aggregate gross proceeds to the Company of $1.1 million.

Chardan Capital Markets, LLC, acted as the sole placement agent
for this Offering, in consideration for which it received 25,000
restricted shares of Common Stock of the Company.

Crede has purchased 70,000 shares of Common Stock in the Offering
and Mr. Gorlin has purchased 150,000 shares of Common Stock in the
Offering.  After giving effect to the Offering, Mr. Peizer
beneficially owns approximately 62.0% of the Common Stock of the
Company, including shares underlying options and warrants (or
approximately 67.0% on a fully diluted basis).

                         About Catasys Inc.

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

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

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our financial statements have been prepared on the basis that we
will continue as a going concern.  At September 30, 2014, cash and
cash equivalents amounted to $1.5 million and we had a working
capital deficit of approximately $1.5 million.  In January 2014,
May 2014, and September 2014, we closed on financings of
approximately $1.0, $1.5, and $1.5 million, respectively.  We have
incurred significant operating losses and negative cash flows from
operations since our inception.  During the nine months ended
September 30, 2014, our cash used in operating activities of
continuing operations was $3.4 million.  We anticipate that we
could continue to incur negative cash flows and net losses for the
next twelve months.  The financial statements do not include any
adjustments relating to the recoverability of the carrying amount
of the recorded assets or the amount of liabilities that might
result from the outcome of this uncertainty.  As of September 30,
2014, these conditions raised substantial doubt as to our ability
to continue as a going concern.  We expect our current cash
resources to cover expenses through the end of December 2014,
however delays in cash collections, revenue, or unforeseen
expenditures, could negatively impact our estimate.  We are in
need of additional capital, however, there is no assurance that
additional capital can be timely raised in an amount which is
sufficient for us or on terms favorable to us and our
stockholders, if at all.  If we do not obtain additional capital,
there is a significant doubt as to whether we can continue to
operate as a going concern and we will need to curtail or cease
operations or seek bankruptcy relief.  If we discontinue
operations, we may not have sufficient funds to pay any amounts to
stockholders," the Company stated in its quarterly report for the
period ended Sept. 30, 2014.


CASPIAN SERVICES: Delays Form 10-K for 2014, Expects $16.6MM Loss
-----------------------------------------------------------------
Caspian Services, Inc., notified the U.S. Securities and Exchange
Commission that its annual report on Form 10-K for the year ended
Sept. 30, 2014, could not be timely filed because management
requires additional time to compile and verify the data required
to be included in the report.  The report will be filed within 15
calendar days of the date the original report was due.

The Company anticipates that during the fiscal year ended
Sept. 30, 2014, total revenues will have decreased approximately
10% compared to the fiscal year ended Sept. 30, 2013.  This
decrease is attributable to decreases in vessel and geophysical
services revenues of approximately 17% and 3%, respectively.  The
Company anticipates marine base revenue will have increased
approximately 42%.

The Company believes that total costs and operating expenses will
be essentially flat decreasing approximately 5% during the twelve
months ended Sept. 30, 2014.

The Company expects to realize a loss from operations for the year
ended Sept. 30, 2014, of approximately $4.4 million compared to
loss from operations of approximately $3.2 million during the year
ended Sept. 30, 2013.  This increase in loss from operations is
largely attributable to the decreases in vessel and geophysical
services revenues, which outpaced the decrease in total costs and
operating expenses.

During fiscal 2014 the Company expects to realize net other
expense of approximately $14.7 million compared to net other
expense of approximately $6.6 million during fiscal 2013.  This
increase in net other expense is largely attributable to an
anticipated increase in foreign currency transaction loss of
approximately $6 million and an anticipated decrease in net other
non-operating income of approximately $1.9 million.

During fiscal 2014 the Company anticipates realizing a net loss
attributable to Caspian Services of approximately $16.6 million,
compared to a net loss attributable to Caspian Services of $11.5
million, during fiscal 2013.  The Company anticipates realizing
total comprehensive loss of approximately $22.2 million during
fiscal 2014 compared to $12.3 million during fiscal 2013.

                      About Caspian Services

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

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

As of June 30, 2014, the Company had $65.68 million in total
assets, $93.76 million in total liabilities and a $28.07 million
total deficit.

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

                        Bankruptcy Warning

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

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

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


CHINA CARBON: Lack of Capital May Force Cessation of Operations
---------------------------------------------------------------
China Carbon Graphite Group, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $50,400 on $99,200 of total
revenue for the quarter ended Sept. 30, 2014, compared with a net
loss of $6.89 million on $nil of total revenue for the same period
in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $2.32
million in total assets, $1.8 million in total current
liabilities, and a stockholders' deficit of $0.53 million.

The Company has incurred significant operating losses and working
capital deficit.  The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If
the Company is unable to obtain adequate capital, it could be
forced to cease operations, according to the regulatory filing.

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

                        http://is.gd/o0vZGg

China Carbon Graphite Group, Inc. (OTCMKTS:CHGI) manufactures
graphite-based products that are used in the manufacturing of
other products, including non-ferrous metals and steel.  The
Xinghe County, Inner Mongolia-based Company's products are also
incorporated in other types of products or processes like atomic
reactors.


COMMUNITYONE BANCORP: Closes $25 Million Common Stock Offering
--------------------------------------------------------------
CommunityOne Bancorp, the bank holding company for CommunityOne
Bank, N.A., announced that it completed a private placement of $25
million of its common stock, positioning the Company to grow its
earning assets, including its loan portfolio, in 2015.

In the offering, the Company issued its stock to certain
"accredited investors" within the meaning of the Securities Act of
1933, as amended, at a purchase price of $10.56 per share.  The
terms of the offering were set forth in a Subscription Agreement,
dated as of Dec. 29, 2014, entered into between the Company and
each investor.  The proceeds from the offering will allow the
Company to increase its banking activities in its communities as
the economy continues to strengthen.  During 2014, the Bank
invested in expanded commercial, real estate and residential
mortgage lending capacity through hiring and geographic expansion
into Raleigh and Winston Salem, North Carolina, and as reported,
experienced 15% annualized loan growth in the 3rd quarter.

"The participation by our largest investors in the Offering
indicates their support of our 2015 goals," said Chan Martin,
Chairman of the Company's Board of Directors.  "We look forward to
continuing to serve the communities in which we do business next
year."

"We are very pleased with the success of the Offering," said Bob
Reid, president and CEO of the Company.  "The proceeds from the
offering should allow us to continue to invest in our lending
platforms in order to support continued robust loan growth into
the new year."

The Company's common stock was offered and sold only to investors
that met the "accredited investor" definition of Rule 501 of the
Securities Act in reliance on the exemption from registration
afforded under Section 4(2) of the Securities Act and Rule 506 of
Regulation D under the Securities Act.

The common stock offered in the Offering has not been registered
under the Securities Act, or state securities laws, and may not be
offered or sold in the United States without being registered with
the Securities and Exchange Commission or through an applicable
exemption from SEC registration requirements.  The Company has
agreed to file a shelf registration statement with the SEC
covering the common stock purchased by the investors.  Any
offering of the Company's securities under the resale registration
statement will be made only by means of a prospectus.

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012, and a $137 million net loss
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed
$2.01 billion in total assets, $1.92 billion in total liabilities
and $94.5 million in total shareholders' equity.


COMMUNITYONE BANCORP: Carlyle Reports 23.9% Stake as of Dec. 29
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Carlyle Financial Services Harbor, L.P.,
disclosed that as of Dec. 29, 2014, it beneficially owned
5,772,376 shares of common stock of CommunityOne Bancorp
representing 23.9 percent based on 24,186,597 shares of common
stock of CommunityOne outstanding as of Dec. 30, 2014, 2014, as
provided by the Company.

Carlyle is the record holder of 5,772,376 shares of Common Stock.
Carlyle Group Management L.L.C. is the general partner of The
Carlyle Group L.P., which is a publicly traded entity listed on
NASDAQ.  The Carlyle Group L.P. is the managing member of Carlyle
Holdings II GP L.L.C., which is the general partner of Carlyle
Holdings II L.P., which is the general partner of TC Group Cayman
Investment Holdings, L.P., which is the general partner of TC
Group Cayman Investment Holdings Sub L.P., which is the sole
shareholder of Carlyle Financial Services, Ltd., which is the
general partner of TCG Financial Services, L.P., which is the
general partner of Carlyle.

None of the Related Persons beneficially owns any Common Stock.

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

                      http://is.gd/tS7ma3

                       About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012, and a $137.31 million net loss
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $2.01
billion in total assets, $1.92 billion in total liabilities and
$94.49 million in total shareholders' equity.


COMMUNITYONE BANCORP: Oak Hill Holds 23% Stake as of Dec. 29
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Oak Hill Capital Partners III, L.P., and its
affiliates disclosed that as of Dec. 29, 2014, they beneficially
owned 5,589,136 shares of common stock of CommunityOne Bancorp
representing 23.1 percent based on 24,186,597 shares of common
stock of CommunityOne Bancorp outstanding as of Dec. 30, 2014, as
provided by CommunityOne Bancorp.  A copy of the regulatory filing
is available for free at http://is.gd/vfWJzt

                        About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012, and a $137.31 million net loss
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $2.01
billion in total assets, $1.92 billion in total liabilities and
$94.49 million in total shareholders' equity.


COUNTRY STONE: Committee Opposes Distribution of Sale Proceeds
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Country Stone
Holdings, Inc., et al., has submitted a limited objection to
Country Stone Holdings, Inc.'s motion to sell its assets.

The Debtor has signed a deal to sell the assets to Quikrete
Holdings Inc. for $20 million, absent higher and better offers.
The Debtor was slated to conduct an auction Dec. 17 to consider
higher and better offers.

The Creditors Committee said it has no general objection to the
sale to Quikrete or to the winning bidder.  The Committee,
however, does have two limited objections:

   * First, the Committee objects to the distribution of sale
proceeds to First Midwest prior to the Investigation Deadline to
repay prepetition debt owed to First Midwest.  The Committee does
not object to First Midwest receiving sale proceeds to the extent
necessary to repay Post-Petition Loans.

   * Second, the Committee objects to the transfer to Quikrete or
any other buyer(s) of causes of action that relate to the Debtors'
bankruptcy and financial situation, such as breach of fiduciary
duty, lender liability, or similar claims.  Finally, the Committee
reserves its right to object to events in the sale process that
occur after the objection deadline provided for in the Motion.

The Committee is represented by:

         David A. Agay, Esq.
         Sean D. Malloy, Esq.
         McDONALD HOPKINS LLC
         300 North LaSalle Street, Suite 2100
         Chicago, Illinois 60654
         Tel: (312) 280-0111
         Fax: (312) 280-8232
         E-mail: dagay@mcdonaldhopkins.com
                 Smalloy@mcdonaldhopkins.com

               First Midwest Replies to Committee

First Midwest Bank states that the Court should overrule the
Committee's limited objection because it's inconsistent with the
Final DIP Order.

The Bank points out that the Final DIP Order requires payment of
auction sale proceeds to the Bank before the Committee completes
the investigation provided for in the Final DIP Order.  If the
Committee successfully challenges the Bank's liens or claims after
completing its investigation, the Court can order the Bank to
disgorge an appropriate amount of the auction sale proceeds.
Contrary to the Committee's Objection, nothing in the Final DIP
Order conditions payment of auction proceeds to the Bank for
application to the Pre-Petition Indebtedness either upon
completion of the Committee's investigation, or on the existence
of assets that may not be covered by the Bank's pre-petition
liens.

First Midwest is represented by:

         Richard M. Bendix, Jr., Esq.
         Maria A. Diakoumakis, Esq.
         DYKEMA GOSSETT PLLC
         10 S. Wacker Drive, Suite 2300
         Chicago, IL 60606
         Tel: (312) 876-1700
         E-mail: rbendix@dykema.com
                 mdiakoumakis@dykema.com

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone listed $0 in assets and $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

                            *   *   *

The Debtors are currently proceeding with a Dec. 17, 2014 auction
for the sale of their assets, with Quikrete Holdings, Inc.,
serving as stalking horse bidder in the transaction.

The Debtors are liquidating their assets for the benefit of their
pre-bankruptcy secured lender First Midwest Bank.


COUNTRY STONE: UIC Says Deal Can't Be Included in Sale
------------------------------------------------------
United Industries Corporation (UIC), a creditor and party-in-
interest, submitted a limited objection to Country Stone Holdings,
Inc.'s motion to sell its assets.

The Debtor has signed a deal to sell the assets to Quikrete
Holdings Inc. for $20 million, absent higher and better offers.
The Debtor was slated to conduct an auction Dec. 17 to consider
higher and better offers.

According to UIC, it is evident that debtor IFI cannot assign its
rights and interests under the Trademark License Agreements to
Quikrete or any other successful bidder without UIC's prior
written consent.

Subject to Debtors' compliance with the provisions of Bankruptcy
Code Section 365(b)(1) and (f)(2), UIC say it is prepared to
consent to the assignment of the Trademark License Agreements to
Quikrete; provided, however, that any order approving the
assignment must expressly acknowledge and provide that: (a) the
consent provided by UIC applies solely to the assignment of the
Trademark Agreements from Debtor IFI to Quikrete and not to any
further assignment that may subsequently be attempted by Quikrete
or any subsequent assignee; and (b) any further attempt by
Quikrete or any subsequent assignee to assign the Trademark
License Agreements shall be subject to any and all restrictions on
assignment set forth in the Trademark License Agreements and/or
otherwise imposed under applicable law.

UIC is not prepared to consent in advance to the assignment of the
Trademark License Agreements to any third-party who may ultimately
emerge as the Successful Bidder at the upcoming auction.  On the
contrary, UIC fully reserves it right to refuse to consent to the
assignment of the Trademark Licenses Agreements to any third-
party.

To the extent that Debtors' Sale Motion is premised on the latter
consent being unnecessary or the assumption that such consent will
necessarily be provided, UIC maintains that Debtors' Sale Motion
is mistaken and objectionable and should be overruled.

UIC is represented by:

         David D. Farrell, Esq.
         Brian W. Hockett, Esq.
         THOMPSON COBURN LLP
         St. Louis, Missouri 63101
         Tel: (314) 552-6000
         Fax: (314) 552-7000
         E-mail: dfarrell@thompsoncoburn.com
                 bhockett@thompsoncoburn.com

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone listed $0 in assets and $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

                            *   *   *

The Debtors are currently proceeding with a Dec. 17, 2014 auction
for the sale of their assets, with Quikrete Holdings, Inc.,
serving as stalking horse bidder in the transaction.

The Debtors are liquidating their assets for the benefit of their
pre-bankruptcy secured lender First Midwest Bank.


COUNTRY STONE: Says Premier Frustrating Proposed Sale
-----------------------------------------------------
Premier Tech Technologies Ltd. filed a limited objection to
Country Stone Holdings, Inc.'s motion to sell its assets.

According to Premier, the Debtors are proposing to include the
equipment delivered by Premier Tech to Infinity Law & Garden,
Inc., and non-debtor Green Thumb which is arguably not property of
the Debtors' estates.

Premier says the Debtors are attempting to sell equipment which
Premier Tech delivered to Infinity pursuant to the laws of Quebec
which govern the sale/purchase agreements between Premier Tech
and, title to the Equipment remains with Premier Tech unless and
until Infinity pays for the goods completely.

The Sale of Goods is not governed by the Uniform Commercial Code.
Rather, the sale of such Equipment is governed by the terms of the
United Nations Convention on Contracts for the International Sale
of Goods.

Under Quebec law, which the parties agreed would govern, Infinity
agreed that Premier Tech would retain title to the goods until
such time as the purchase price would be paid.  Such title
retention would be given full effect and credence under Quebec
law.

As such, Infinity never had sufficient interest in the collateral
as to allow for the attachment of a security interest in favor of
any third parties, such as First Midwest.  Moreover, since Green
Thumb is a non-debtor and Infinity failed to make complete payment
to Premier Tech for the Equipment, the Debtors should not be
authorized to sell the Equipment in connection with the proposed
auction.

Premier Tech is represented by:

         David P. Leibowitz, Esq.
         LAKELAW
         53 W. Jackson Street, Suite 1610
         Chicago, Illinois 60604
         Tel: (312) 360-1505
         Fax: (312) 360-1502

                   Debtors Reply to Objection

According to Country Stone, Premier attempts to frustrate the
Debtors' attempted sale and to garner improper and legally
unsustainable priority treatment over the Debtors' other
creditors.  Premier has no legal foothold, and the Premier Filings
should be denied and overruled, Country Stone tells the Court.

Peter A. Siddiqui, Esq., of Katten Muchin Rosenman LLP,
representing the Debtors, states that the two sole bases for
attempting to thwart the Debtors' sale of its assets are wrong.
According to Mr. Siddiqui, the sale will not include any equipment
owned by non-debtor Green Thumb of Georgia, LLC, and it will not
include any equipment owned by Premier.  Moreover, he says the
Stay Relief Motion also fails because, in addition to the reasons,
Premier does not have a perfected interest in any equipment, as
its filed financing statement is an avoidable preference under
Section 547 of the Bankruptcy Code.

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone listed $0 in assets and $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

                            *   *   *

The Debtors are currently proceeding with a Dec. 17, 2014 auction
for the sale of their assets, with Quikrete Holdings, Inc.,
serving as stalking horse bidder in the transaction.

The Debtors are liquidating their assets for the benefit of their
pre-bankruptcy secured lender First Midwest Bank.


COUNTRY STONE: Quad City Demands Due Process for R&D Lease
----------------------------------------------------------
Quad City Bank & Trust has filed a limited objection to entry of
an order authorizing Country Stone Holdings, Inc.'s to sell its
assets.

The Debtors are in default on the prepetition rents due on account
of the real estate mortgaged to Quad City Bank & Trust in an
amount in excess of $120,000 exclusive of delinquent taxes in an
amount in excess of $60,000.

According to Quad City, the leases with R&D Holdings, LLC are not
on the list of executory contracts that the Debtors intend to
cure.  The tenants should have to cure the defaults on the Lease
and comply with the requirements of the written lease to restore
the property as a condition to assuming and assigning the lease.
Quad City says the proposed order is an attempt to avoid providing
due process to R&D Holdings, LLC and to Quad City.

Quad City Bank is represented by:

         Mark D. Walz, Esq.
         Christopher P. Jannes, Esq.
         DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
         4201 Westown Parkway, Suite 300
         West Des Moines, Iowa 50266
         Tel: (515) 246-7898
         E-mail: mark.walz@lawiowa.com

                      About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone listed $0 in assets and $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

                            *   *   *

The Debtors are currently proceeding with a Dec. 17, 2014 auction
for the sale of their assets, with Quikrete Holdings, Inc.,
serving as stalking horse bidder in the transaction.

The Debtors are liquidating their assets for the benefit of their
pre-bankruptcy secured lender First Midwest Bank.


CREEKSIDE ASSOCIATES: Has Interim OK to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
gave Creekside Associates Ltd. interim authority to use cash
collateral securing its prepetition indebtedness from Creekside JV
Owner, LP.

As previously reported by The Troubled Company Reporter, on or
about July 12, 2005, the Debtor executed a promissory note
in the principal amount of $68 million in favor of Eurohypo AG,
New York Branch.  Creekside JV Owner, LP, an entity formed by
Davidson Kempner Capital Management LLC and Morgan Properties to
acquire the Loan.

The Debtor is proposing to make monthly interest payments to the
Lender at the contract rate of interest.  These payments will be
$300,000 per month and will be made mid-month.

A further hearing to consider the motion on a final basis is
scheduled for Jan. 28, 2015, at 1:30 p.m.  Objections are due
Jan. 23.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://is.gd/04li2K

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor estimated $50 million to $100 million in assets and debt.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CREEKSIDE ASSOCIATES: Has Until Jan. 23 to File Schedules
---------------------------------------------------------
Creekside Associates, Ltd., sought and obtained from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania an
extension through and including Jan. 23, 2015, of the time within
which it may file its schedules of assets and liabilities and
statement of financial affairs.

In support of its extension request, the Debtor stated that it has
begun, but has not yet finished, compiling the information that
will be required in order to complete the Schedules and
Statements.  Due to the volume of creditors and parties-in-
interest, the Debtor said it is in need of additional time to
prepare its schedules and statement.

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor estimated $50 million to $100 million in assets and debt.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CTI BIOPHARMA: Had Est. Financial Standing of $57.9MM at Nov. 30
----------------------------------------------------------------
CTI BioPharma Corp. ("CTI Parent Company") reported total
estimated and unaudited net financial standing as of Nov. 30,
2014, of $57.9 million.  The total estimated and unaudited net
financial standing of CTI Consolidated Group as of Nov. 30, 2014,
was $58.1 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $3.4 million as of Nov. 30, 2014.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $4.4 million as of Nov. 30, 2014.

During the month of November 2014, the Company's common stock, no
par value, outstanding increased by 17,411,745 shares.
Consequently, the number of issued and outstanding shares of
Common Stock as of Nov. 30, 2014, was 176,501,840.

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

                       http://is.gd/fqwRvl

                       About CTI BioPharma

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

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.

"We believe that our present financial resources (including the
$17.8 million we received in October 2014 under the Servier
Agreement), together with additional milestone payments projected
to be received under certain of our contractual agreements, our
ability to control costs and expected net contribution from
commercial operations in connection with PIXUVRI, will only be
sufficient to fund our operations into the third quarter of 2015.
This raises substantial doubt about our ability to continue as a
going concern," the Company disclosed in its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014.


DATAJACK INC: Needs More Financing to Continue Operations
---------------------------------------------------------
DataJack Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $466,000 on $645,000 of total revenue for the quarter
ended Sept. 30, 2014, compared with net income of $56,300 on
$160,000 of total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed
$3.01 million in total assets, $1.62 million in total liabilities,
and stockholders' equity of $1.39 million.

The Company has reported a recurring net loss of $466,000 and
$6.39 million for the three and nine months ended Sept. 30, 2014,
respectively.  As of Sept. 30, 2014, the Company has reported an
accumulated deficit of $6.67 million and a working capital deficit
of $1.049 million, and has been dependent on issuances of debt and
equity instruments to fund its operations.  The Company will
require additional financing in order to execute its operating
plan and continue as a going concern, according to the regulatory
filing.

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

                        http://is.gd/foScSM

DataJack Inc. is an MVNO enabler and mobile payment solutions
provider in the wireless and banking industries.  The Company is a
SaaS (software as a service) based billing and back office
platform which enables companies in virtually any industry sector
to launch cellular, as well as other telecom services using their
existing brand.  The Company's SaaS platform and infrastructure
allows clients to implement faster, have more control over the
system with feature rich tools, while being more cost efficient
than other solution providers.  The Company's turnkey telecom
billing platform allows its clients to sell, provision, fulfill,
and care for multiple telecom services, including pre and post-
paid cellular, local, long distance, Internet, and mobile
banking.  The platform also enables clients to private label
mobile banking services including a full mobile wallet linked to a
prepaid debit card.


ENERGEN CORP: S&P Retains 'BB' Sr. Unsecured Debt Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its senior
unsecured recovery rating on Energen Corp. to '4' from a '3'.  The
'4' recovery rating indicates S&P's expectation for average (30%
to 50%) recovery in the event of a payment default.  The 'BB'
rating on Energen's senior unsecured debt is unchanged.

"The revised recovery rating reflects our assessment that the
increase in lender commitments on Energen's secured credit
facility to $2 billion from $1.5 billion results in lower recovery
expectations for its unsecured debt in a default scenario," said
Standard & Poor's credit analyst Ben Tsocanos.

The ratings on Energen incorporate S&P's "weak" business risk and
"intermediate" financial risk assessments.  Ratings reflect
Energen's somewhat small reserve and production base, limited
geographic diversification, and average profitability.  Supporting
the ratings are the company's relatively low operating-risk
onshore U.S. assets and properties and improving share of oil and
natural gas liquids in its reserves and production mix.  The
"intermediate" financial risk characterization reflects moderate
leverage measures and capital spending that is expected to exceed
internally generated cash flow over the next two years.  S&P's
assessment also incorporates expectations that cash flows related
to a geographically concentrated E&P company will be volatile.

RATING LIST

Energen Corp.
Corporate Credit Rating               BB/Stable/--
Senior secured rating                BBB-
  Recovery Rating                     1

Rating Unchanged; Recovery Rating Revised
                                      To           From
Senior unsecured                      BB           BB
  Recovery Rating                     4            3


ENTRANS INTERNATIONAL: S&P Withdraws 'B' CCR at Company's Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on U.S.-
based oilfield services and tanker trailer company EnTrans
International LLC.

The ratings on EnTrans International LLC, including S&P's 'B'
corporate credit rating, were withdrawn at the company's request.


ERF WIRELESS: Issues 9 Million Common Shares
--------------------------------------------
ERF Wireless, Inc., issued 9,016,858 common stock shares pursuant
to existing Convertible Promissory Notes from Dec. 20, 2014,
through Dec. 29, 2014, according to a regulatory filing with the
U.S. Securities and Exchange Commission.

The Company receives no additional compensation at the time of the
conversions beyond that previously received at the time the
Convertible Promissory Notes were originally issued.  The shares
were issued at an average of $0.00367 per share.  The issuance of
the shares constitutes 15.7250% of the Company issued and
outstanding shares based on 57,340,894 shares issued and
outstanding as of Dec. 19, 2014.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.

As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.43 million in total liabilities and a $6.84 million
total shareholders' deficit.


FEDERAL RESOURCES: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     Federal Resources Corporation              14-33427
     128 N. Valleyview Drive
     North Salt Lake, UT 84054

     Camp Bird Colorado, Inc.                   14-33428
     128 N. Valleyview Drive
     North Salt Lake, UT 84054

Chapter 11 Petition Date: December 29, 2014

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtors' Counsel: David E. Leta, Esq.
                  SNELL & WILMER L.L.P.
                  15 West South Temple, Suite 1200
                  Salt Lake City, UT 84101-1547
                  Tel: (801) 257-1928
                  Fax: (801) 257-1800
                  Email: dleta@swlaw.com

                                      Estimated     Estimated
                                        Assets     Liabilities
                                     -----------   -----------
Federal Resources                    $10MM-$50MM   $10MM-$50MM
Camp Bird Colorado                   $10MM-$50MM   $10MM-$50MM

The petitions were signed by Scott A. Butters, president and
director.

A. List of Federal Resources' 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aztec Energy Corporation           Advances          $13,616,466
40 Cuttermill Road, #201
Great Neck, NY
11021

McGuire Woods LLP                  Legal Services       $187,143
Attn: Gregg Rosen
Dominion Tower
625 Liberty Avenue, 23rd
Pittsburgh, PA
15222-3142

Tanner LLC                         Professional          $11,340
36 South State Street,             Services, CPA
Suite 600
Salt Lake City, UT
84111-1400

Scott A. Butters                   Accrued Salary       $235,000
128 N. Valleyview Drive
North Salt Lake, UT
84054

Scott A. Butters                   Advances made on       $7,000
128 N. Valleyview Drive            behalf of debtor
North Sale Lake, UT                with his personal
84054                              credit card

CT Corporation System              Foreign Corporation       $90
P.O. Box 4349                      Representation in
Carol Stream, IL                   Colorado
60197-4349

Fabian & Clendenin                 Legal Services           $738
215 South State
Street, Suite 1200
Salt Lake City, UT
84111-2323

Weaver & Fitzhugh, P.C.                                   $2,399
333 South 5th
Montrose, CO
81401-5704

Mike Ramsden                       CERCLA                $90,000
Ramsden & Lyons, LLP               Litigation
700 Northwest Boulevard            Judgment
P.O. Box 1336
Coeur d' Alen, ID
83814-1336

USDA                               CERCLA             $4,406,340
Paul Gormley                       Litigation
U.S. Department of Justice         Judgment
Environmental and Natural
Resources Section
1961 Stout Street
Denver, CO 80294

USDA                               CERCLA             $1,500,000
Paul Gormley                       Litigation Legal
U.S. Department of Justice         Fees
Environmental and Natural
Resources Section
1961 Stout Street
Denver, CO 80294

Utah State Tax Commission          Penalties, interest    $4,000
210 N 1950 W                       for non-filing of
Salt Lake City, UT                 income tax returns
84134

Alliance, Ronald J. Goldberg       Finder's fee on      $167,000
individually,                      failed Caldera
Hyperion, Hyperion                 Transaction
2, Falcom Crest
c/o Klafter & Mason, LLC
195 Route 9 South
Suite 204
Manalapan, New Jersey
07726

Scott A. Butters                   Advances for             $375
128 N. Valleyview Drive            internet services
North Salt Lake, UT
84054

B. List of Camp Bird's 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aztec Energy Corporation           Advances made        $671,417
40 Cuttermill Road #201
Great Neck, NY 11021

CHH Operating Corporation          Mortgage           $9,418,282
40 Cuttermill Road #201
Great Neck, NY 11021

Gordon Ripma                       Earnest money        $149,000
                                   paid for sale
                                   that never
                                   closed

CT Corporation System              Registered Agent          $90
P.O. Box 4349                      in Colorado
Carol Stream, IL 60197-4349

CC Video Production                Sales Video              $712
Richard Kinzmann
305 Main Street Suite B
Grand Junction CO 81501

ACZ Laboratories, Inc.             Water Testing          $1,687
2773 Downhill Drive
Steamboat Springs, Co
80487

Aspen Land Conservation LLC        Legal Fees           $180,000
Garfield & Hecht, P.C.
601 East Hyman Avenue
Aspen, CO 81611

Brian R. Hanson                    Legal counsel        $100,000
Baird Hanson LLP                   for sale to
171 Sky Trail Road                 Caldera
Boulder, Colorado 80302

Caldera Holdings, LLC              Parties to         $6,200,000
c/o Monadnock Mineral Services     Caldera Sale
P.O. Box 85
Ouray, CO 81427
Attn: Bob Larson

A. John A. Bryan Jr.
Chief Executive Officer
The Watley Group, LLC
8439 Sunset Boulevard
Suite 402
West Hollywood, CA 90069

USDA                                CERCLA            $4,406,340
Paul Gormley                        Litigation
U.S. Department of Justice          Judgment
Environmental and Natural
Resources Section
1961 Stout Street
Denver, CO 80294

USDA                                CERCLA            $1,500,000
Paul Gormley                        Litigation Legal
U.S. Department of Justice          Fees
Environmental and Natural
Resources Section
1961 Stout Street
Denver, CO 80294

Alliance, Ronald J. Goldberg,       Finder's fee on     $167,000
individually, Hyperion, Hyperion 2, failed Caldera
Falcon Crest                        transaction


FLAMINGO-PECOS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Flamingo-Pecos Surgery Center, LLC
           dba Surgery Center of Southern Nevada
        4275 Burnham Ave. Ste. 101
        Las Vegas, NV 89119

Case No.: 14-18480

Nature of Business: Health Care

Chapter 11 Petition Date: December 31, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  Email: carey@lzlawnv.com
                         mzirzow@lzlawnv.com

Total Assets: $2.92 million

Total Liabilities: $5.76 million

The petition was signed by William Smith, MD, board president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-18480.pdf


FREEDOM GROUP: S&P Lowers CCR to 'B' on Weak Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Madison, N.C.-based Freedom Group Inc. to 'B'
from 'B+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $575 million senior secured term loan due 2019 (issued
by subsidiary FGI Operating Co. LLC) to 'B' from 'B+'.  The
recovery rating on the term loan remains '3', reflecting S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.  S&P also lowered its issue-level
rating on the company's senior secured third lien notes due 2020
(co-issued by subsidiaries FGI Operating Co. LLC and FGI Finance
Inc.) to 'CCC+' from 'B-'.  The recovery rating on these notes
remains '6', indicating S&P's expectation for negligible (0% to
10%) recovery for lenders in the event of a payment default.

"The downgrade reflects our lowered EBITDA forecast in 2014 and
2015, resulting in very high total adjusted debt to EBITDA through
2015," said Standard & Poor's credit analyst Shivani Sood.

S&P expects 2014 revenue and EBIDA to decrease more than it
previously expected, resulting in adjusted debt to EBITDA in the
mid-8x area and EBITDA interest coverage in the 2x area in 2014.
S&P believes the 2015 recovery in revenue and EBITDA will be at
lower levels compared to our previous expectation, resulting in
total adjusted debt to EBTDA in the 6x to 7x range in 2015.  This
high level of leverage over the near term is in line with the one-
notch lower 'B' rating on Freedom Group, in S&P's view.

S&P had already incorporated that demand in the U.S. for firearms
and ammunition would decrease in 2014 following a 36% increase in
2013 revenue related to a sales surge by consumers concerned about
potential regulatory changes affecting firearm availability
following the tragic school shootings in Newtown, Connecticut in
late 2012.  However, S&P is lowering its 2014 revenue and EBITDA
forecast further due to the company's increased use of discounting
this year to reduce inventory in the company's overstocked
inventory channel and to incorporate lost revenue from a product
safety recall of the company's high-margin Remington Model 700 and
Model Seven rifles.  Revenue declined 30% and EBITDA declined at a
higher rate in the first nine months of 2014.  S&P continues to
believe that revenue and EBITDA in 2015 will face an easy
comparison year over year and can recover, also partly due to
demand normalizing to pre-2013 levels and as Freedom Group
introduces new products.  This, coupled with margin improvement as
the company cuts back on 2014 discounting and consolidates several
plants into its new Huntsville, Alabama location could contribute
to a 30% to 40% increase in 2015 EBITDA.

In addition, S&P has not incorporated into the current 'B' rating
litigation risk related to the recently filed civil lawsuit by
victims of the school shootings in Newtown that occurred in late
2012.  However, S&P's negative rating outlook on the company
reflects the potential negative impact of an adverse outcome in
the case.  S&P will continue to monitor developments in the case
and will incorporate their impact, if any, into the rating.

The 'B' corporate credit rating on Freedom Group reflects S&P's
assessment of the company's business risk profile as "weak" and
its financial risk profile as "highly leveraged."

The negative outlook reflects the possibility that 2015 EBITDA
does not recover in line with S&P's base case forecast in a manner
that results in elevated leverage and EBITDA coverage of interest
expense sustained below 2x on average.  In addition, S&P has not
incorporated into the current 'B' rating litigation risk related
to the recently filed civil lawsuit by victims of the school
shootings in Newtown in late 2012.  However, S&P's negative rating
outlook on the company reflects the potential negative impact of
an adverse outcome in the case.  S&P will continue to monitor
developments in the case and will incorporate their impact, if
any, into the rating.

S&P would lower the rating if 2015 EBITDA generation is below its
forecast, such that EBITDA interest coverage is sustained below 2x
on average, or if liquidity becomes less than adequate.  S&P could
also lower the rating in the event of an adverse outcome in the
recently filed civil suit against the company.

S&P could stabilize the outlook if it become confident that
operating performance is normalizing and litigation risk is
resolved.  Higher ratings are unlikely over the next few years and
would require S&P's confidence that the company can sustain total
adjusted debt to EBITDA below 5x on average.


GLOBALSTAR INC: Registers 12.3 Million Shares for Resale
--------------------------------------------------------
Globalstar, Inc., filed a Form S-3 registration statement with the
U.S. Securities and Exchange Commission relating to the sale of up
to 12,371,136 shares of its voting common stock by Thermo
Investments II LLC.  The Company will not receive any of the
proceeds from the sale of these shares, if any, by the selling
stockholder.

The Company's common stock is listed on the NYSE MKT under the
symbol "GSAT."  The last reported sale price of the Company's
common stock on the NYSE MKT on Dec. 26, 2014, was $3.01 per
share.

A full-text copy of the Form S-3 prospectus is available at:

                        http://is.gd/z0DeZQ

                       About Globalstar, Inc.

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

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

As of Sept. 30, 2014, the Company had $1.31 billion in total
assets, $1.33 billion in total liabilities and a $14.53 million
total stockholders' deficit.


GRATON ECONOMIC: S&P Affirms 'B+' Issuer Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings on
Rohnert Park, Calif.-based Graton Economic Development Authority,
including its 'B+' issuer credit rating.  The rating outlook is
stable.

At the same time, S&P assigned the $450 million senior secured
credit facility (consisting of a $125 million revolving credit
facility due 2019 and a $325 million term loan A due 2019) an
issue-level rating of 'B+' (the same as S&P's issuer credit
rating).  S&P also withdrew its issue-level ratings on the prior
senior secured credit facility as this has been repaid in full.

The Authority is a wholly owned unincorporated instrumentality of
the Federated Indians of Graton Rancheria (the Tribe).  S&P do not
assign recovery ratings to Native American debt issues because
there are significant uncertainties surrounding the exercise of
creditor rights against a sovereign nation, including whether the
Bankruptcy Code would apply, whether a U.S. court would ultimately
be the appropriate venue to settle such a matter, and to what
extent a creditor would be able to enforce any judgment against a
sovereign nation.

"The 'B+' issuer credit rating reflects our assessment of the
Authority's business risk profile as "weak" and its financial risk
profile as "aggressive," said Standard & Poor's credit analyst
Stephen Pagano.

"Our assessment of the Authority's business risk profile as weak
reflects its reliance on a single asset to meet debt service
needs.  Additionally, although there are more than 2 million
adults within a 60-minute drive of the property, we see some risk
that the adult population within 30 minutes of the property is
significantly lower at less than 500,000.  These risks are
somewhat mitigated by our expectation that the property will
remain the highest-quality asset in proximity to the San Francisco
market, a somewhat protected market position, and to an
experienced property manager, Station Casinos (Station).
Additionally, we expect that the Authority's potential hotel
project could enable the property to better compete against other
facilities in the market with hotels and increase its ability to
capture more midweek business by catering to group demand," S&P
said.

"Our assessment of the Authority's financial risk profile reflects
our expectation that debt to EBITDA will remain above 4x through
2015 as the Authority uses free cash flow to fund the construction
of a hotel over the next two years rather than to repay debt.
Somewhat offsetting this aggressive leverage is our expectation
that the refinancing transaction will reduce the Authority's
interest burden, given more favorable pricing on the new senior
secured credit facility.  We anticipate EBITDA coverage of
interest to improve to the low-3x area in 2015 from the low- to
mid-2x area in 2014," S&P added.

The stable outlook reflects S&P's expectation that the Authority
will continue to generate good cash flow that it could use to fund
the development of a potential hotel and meet tribal distribution
needs.  S&P expects the Authority will maintain adjusted debt to
EBITDA in the low-4x area and EBITDA to interest around 3x in
2015.

S&P could lower its rating on the Authority if future performance
is materially worse than S&P's expectations, such that it expects
EBITDA coverage of interest to track below 2x or debt to EBITDA
above 5x.

Although unlikely at this time, S&P could raise its rating, or
revise the outlook to positive, if the casino continues to track
ahead of S&P's expectations, such that EBITDA coverage of interest
remains above 3x, debt to EBITDA improves to below 4x, and FFO to
debt is above 20% on a sustained basis.


GROWLIFE INC: Depends on More Capital to Continue Operating
-----------------------------------------------------------
GrowLife, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $292,000 on $2.11 million of total revenue for the
quarter ended Sept. 30, 2014, compared with a net loss of
$1.8 million on $1.31 million of total revenue for the same period
in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $2.79
million in total assets, $7.38 million in total current
liabilities, $817,000 in convertible notes payable, and a
stockholders' deficit of $5.4 million.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of Sept. 30, 2014, its accumulated
deficit was $114 million.  The Company has experienced recurring
operating losses and negative operating cash flows since
inception, and has financed its working capital requirements
during this period primarily through the recurring issuance of
convertible notes payable and advances from a related party.
Continuation of the Company as a going concern is dependent upon
obtaining additional working capital.

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

                        http://is.gd/8l8NTu

GrowLife, Inc., operates businesses that manufacture and supply
branded equipment and expendables in the United States for urban
gardening, including equipment and expendables for growing of
medical marijuana.  This holding company, formerly known as
Phototron Holdings, Inc., maintains its principal executive
offices in Woodland Hills, California.


HEALTHSOUTH CORP: S&P Retains 'BB-' Unsecured Debt Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the unsecured debt of HealthSouth Corp. to '4' from '3'.  S&P's
'BB-' issue level ratings on that unsecured debt is unchanged.
The '4' recovery rating indicates S&P's expectation of average
(30% to 50%) recovery in a default.

S&P's 'BB-' corporate credit rating on HealthSouth Corp. is
unchanged and S&P's 'BB+' rating on the company's secured debt is
unchanged; the recovery rating on this debt remains '1'.

The 'B' rating on the convertible notes is unchanged; the recovery
rating on this debt remains '6'.

"The revision of the recovery rating on the unsecured debt
reflects modest deterioration in recovery prospects for unsecured
debt-holders stemming from the increase in secured debt, which has
a priority claim against most of the assets ahead of the unsecured
debt in a default scenario," said Standard & Poor's credit analyst
David Peknay.

The revision to the liquidity assessment to "adequate" from
"strong" reflects the reduction in liquidity stemming from the
revolver draw as well as generally modest cash balances.

Healthsouth is predominantly a pure play inpatient rehabilitation
company.  Although the acquisition of EHHI introduces some level
of diversification, S&P still considers its business risk to be
characterized by a high level of concentration within a single
line of business.  The company also has a high degree of exposure
to reimbursement risk from Medicare (which represents about 74% of
revenues), and exposure to regulatory changes for inpatient
rehabilitation services.  These factors are partially offset by
the company's scale (about $2.8 billion of revenues in 2015), a
leading market position within the inpatient rehabilitation
services industry, and strong profitability (adjusted EBITDA
margins of about 25%).  S&P's business risk assessment is "weak".

S&P's rating outlook on HealthSouth Corp. is stable.  S&P expects
the company to continue to adapt to meet ongoing reimbursement and
regulatory challenges for the inpatient rehabilitation industry.

S&P would consider a negative rating action if leverage increases
above 4x, or if FFO to debt falls below 20%.  This would require
an unlikely degree of margin contraction of about 400 basis points
(bps).  This would only likely arise from very adverse changes in
reimbursement or regulatory requirements.  Credit metrics could
also deteriorate if the company decided to pursue more aggressive
financial policies.

S&P could lower the rating if it has confidence that HealthSouth
will reduce lease-adjusted debt to EBITDA to below 3x, and
increase FFO to lease-adjusted debt to above 30%, and maintain
that on a sustained basis.  S&P do not expect that to occur in
2015.  S&P believes the company would likely need to prioritize
debt repayment over shareholder returns and acquisitions for that
to occur.


INTERLEUKIN GENETICS: Bay City Holds 51.5% Stake as of Dec. 23
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Bay City Capital LLC and its affiliates
disclosed that as of Dec. 23, 2014, they beneficially owned
88,985,189 shares of common stock of Interleukin Genetics, Inc.,
representing 51.5 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/h8eOTZ

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics incurred a net loss of $7.05 million on $2.42
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $5.12 million on $2.23 million of
total revenue in 2012.

As of Sept. 30, 2014, the Company had $4.45 million in total
assets, $3.51 million in total liabilities, all current, and
$937,289 in total stockholders' equity.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 3, 2013.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has an accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Company warned in its quarterly report for the period ended
Sept. 30, 2014, that it if fails to obtain additional capital by
Feb. 28, 2015, it may have to end its operations and seek
protection under bankruptcy laws.

"We expect that our current and anticipated financial resources
will be adequate to maintain our current and planned operations
only through February 28, 2015.  We need significant additional
capital to fund our continued operations, including for the
continued commercial launch of our PerioPredictTM test, continued
research and development efforts, obtaining and protecting patents
and administrative expenses.  We have retained a financial
advisor, however, based on current economic conditions, additional
financing may not be available, or, if available, it may not be
available on favorable terms.  In addition, the terms of any
financing may adversely affect the holdings or the rights of our
existing shareholders.  For example, if we raise additional funds
by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  If we cannot
obtain additional funding on acceptable terms, we may have to
discontinue operations and seek protection under U.S. bankruptcy
laws."


IPAYMENT INC: Moody's Raises Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service upgraded iPayment, Inc.'s corporate
family rating (CFR) to Caa1 from Caa2, probability of default
rating (PDR) to Caa1-PD/LD from Ca-PD, and assigned a Caa2 rating
to iPayment's new senior 2nd lien notes. Moody's also affirmed the
B2 rating for iPayment's senior secured credit facilities and the
Caa3 rating for its existing senior unsecured notes that did not
participate in the exchange offer. The rating for iPayment
Holdings, Inc.'s (Holdings) existing senior unsecured notes that
will remain outstanding following the debt exchange offer was
upgraded to Caa3, from Ca. Moody's also revised iPayment's ratings
outlook to stable from negative. The ratings actions reflect the
completion of debt exchange offers by iPayment and Holdings.

Ratings Rationale

As Moody's had previously indicated, it views the debt exchange
offers affecting the senior unsecured notes at iPayment and
Holdings as distressed debt exchanges. As a result, Moody's
appended iPayment's probability of default rating with an "/LD"
designation indicating limited default, which will be removed
after three business days.

The debt restructuring at iPayment and its parent, Holdings,
reduced leverage by approximately 2.0x and interest expense is
expected to decline by approximately $21 million at the
consolidated company level. iPayment also amended its credit
facilities to allow greater operating cushion under financial
covenants. The upgrade of the CFR to Caa1 reflects iPayment's
greater financial flexibility to pursue growth initiatives. The
transactions will allow the company additional time to demonstrate
growth in merchant base before the pending maturity of revolving
credit facility and term loans in May 2016 and May 2017,
respectively.

The Caa1 CFR reflects iPayment's lack of sustained net revenue
growth in a growing industry and the material erosion in its
earnings over the last several quarters. Despite a meaningful debt
reduction, iPayment's total debt to EBITDA will remain high near
the mid 7x range over the next 12 months, assuming no voluntary
prepayment of debt. Moody's expects iPayment's free cash flow
(before spending on residual buyouts or portfolio acquisitions) to
increase to about 5% of total debt in 2015, benefiting from lower
interest expense.

The stable outlook is based on Moody's expectation that iPayment
should generate modest growth in revenues and operating cash flow
over the next 12 to 18 months. In addition, Moody's expects the
company to address its approaching debt maturities in a timely
manner.

Moody's could raise iPayment's ratings if the company's liquidity
improves and it produces sustained revenue and earnings growth.
The ratings could be upgraded if Moody's believes that the company
could sustain total debt to EBITDA below mid 6x and free cash flow
(including residual buyouts and acquisitions) in excess of 5% of
total debt.

Moody's could downgrade iPayment's corporate family rating if
liquidity is pressured by weak operating performance or
approaching debt maturities. In addition, the ratings could be
lowered if net revenues and operating cash flow decline, and if
Moody's believes that total debt to EBITDA is expected to
increase.

Moody's has taken the following ratings actions:

Issuer: iPayment, Inc.

Corporate Family Rating -- Upgraded to Caa1, from Caa2

Probability of Default Rating -- Upgraded to Caa1-PD/LD, from
Ca-PD

$95 million senior secured revolving credit facility due 2016 --
Affirmed, B2 (LGD2, revised from LGD1)

$347.5 million outstanding senior secured term loan due 2017 --
Affirmed, B2 (LGD2, revised from LGD1)

Existing 10.25% senior unsecured notes due 2018 -- Caa3 (LGD6,
revised from LGD3)

Speculative Grade Liquidity Rating -- Affirmed, SGL-4

$296 million of senior 2nd lien notes due 2019 -- Assigned, Caa2
(LGD 5)

Issuer: iPayment Holdings, Inc.

Existing senior PIK notes due 2018 -- Upgraded to Caa3 (LGD 6),
from Ca (LGD4)

Outlook:

iPayment, Inc.

Outlook -- Changed to Stable, from Negative

iPayment Holdings, Inc.

Outlook -- Changed to Stable, from Negative

Headquartered in New York, New York, iPayment, Inc. is a merchant
acquirer that provides credit and debit card-based payment
processing services to small business merchants in the United
States. iPayment generated revenues (net of interchange) of $317
million in twelve months ended September 30, 2014.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


KU6 MEDIA: Promotes Senior VP Feng Gao to President
---------------------------------------------------
Ku6 Media Co., Ltd., announced the appointment of Mr. Feng Gao as
president of the Company, effective as of Dec. 29, 2014.

Mr. Gao has served as the Company's senior vice president of
strategic cooperation and the senior vice president of business
development since September 2011.  From 2005 to 2011, Mr. Gao
served as industry cooperation director in Shanda Online and
Shanda Computer, assistant president in Hurray! Holding and chief
executive officer in Sun Shine after he joined Shanda Group in
2005.  Prior to that, Mr. Gao served in Novell as China pre-sale
engineer, China product marketing manager, China channel marketing
manager and partner manager of the Asia Pacific region.  Prior to
that, Mr. Gao was an engineer in the Chinese Academy of Sciences.
Mr. Gao received a bachelor's degree of computer science from
Beijing Computer College.

At the 2014 annual general meeting of shareholders held on
Dec. 26, 2014, the Company's shareholders:

   1. elected Xudong Xu, Robert Chiu, Haifa Zhu, Qingmin Dai,
      Yong Gui, Songhua Zhang and Jiangtao Li to serve as
      directors of the Company until the next annual general
      meeting of shareholders; and

   2. approved, confirmed and ratified the appointment of
      PricewaterhouseCoopers Zhong Tian CPAs Limited Company as
      the independent auditor of the Company for the fiscal year
      ended Dec. 31, 2014.

                          About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video website,  www.ku6.com , Ku6
Media provides online video uploading and sharing service, video
reports, information and entertainment in China.

The Company's balance sheet at June 30, 2014, showed $5.83 million
(RMB36.19 million) in total assets, $9.4 million (RMB58.34
million) in total liabilities and total stockholders' deficit of
$3.57 million (RMB22.15 million).

KU6 Media reported a net loss of $34.42 million in 2013, a net
loss of $9.49 million in 2012 and a net loss of $49.38 million in
2011.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that facts and
circumstances including recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes planned to be made in respect of the Company's
business model raise substantial doubt about the Company's ability
to continue as a going concern.


LEAK ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Leak Enterprises, LLC
        14159 Dickens Street #301
        Sherman Oaks, CA 91423

Case No.: 14-15640

Nature of Business: Car Wash

Chapter 11 Petition Date: December 29, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Stephen L Burton, Esq.
                  STEPHEN L. BURTON, ATTORNEY AT LAW
                  16133 Ventura Blvd 7th Fl
                  Encino, CA 91436
                  Tel: 818-501-5055
                  Fax: 818-501-5849
                  Email: steveburtonlaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Igor Kreychman, managing member.

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


LEGEND OIL: Says It's in Early Stages of Restructuring
------------------------------------------------------
Legend Oil and Gas, Ltd., filed its quarterly report on Form 10-Q,
reporting net income of $292,000 on $218,000 of total revenue for
the quarter ended Sept. 30, 2014, compared with a net loss of
$1.83 million on $193,000 of total revenue for the same period in
2013.

The Company's balance sheet at Sept. 30, 2014, showed $3.85
million in total assets, $7.13 million in total liabilities, and a
stockholders' deficit of $3.28 million.

The Company has incurred net operating losses and operating cash
flow deficits over the last several years, continuing through
Sept. 30, 2014.  The Company is in the early stages of a
management and operational restructuring of the risk managed
process of acquisition, exploration, development and production of
oil leaseholds, and has been funded primarily by borrowings under
loan agreements and to a lesser extent by operating cash flows, to
execute on its business plan for the acquisition, exploration,
development and production of oil and gas reserves.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern, according to the regulatory filing.

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

                        http://is.gd/3mzrWr

Seattle, Washington-based Legend Oil and Gas, Ltd., is engaged in
the exploration, development, and production of oil and gas found
in properties in Western Canada and the United States.  The
Company acquires non-producing and producing oil and gas interests
and develops oil and gas properties that it owns or has leasehold
interests.


LIME ENERGY: Obtains $10 Million Funding From Bison Capital
-----------------------------------------------------------
Lime Energy Co. has completed a capital raise for $10 million in
gross proceeds before offering expenses.  The funding comes from
Bison Capital, a highly regarded private equity firm with a track
record of helping innovative, growth-oriented companies like Lime
Energy realize their potential.

"Energy efficiency program services are in high demand as the
utility industry reinvents itself to meet the challenges of a new
era," said CEO Adam Procell.  "Lime Energy's groundbreaking
solutions are leading the transformation of energy services for
businesses and this infusion will help to ensure that we take
advantage of the growth opportunities presented by the market."

Seven of the nation's leading electric and natural gas utilities
are already using Lime Energy to provide a wide range of B2B
energy services for their customers.  Through these utility energy
efficiency programs, Lime develops and implements thousands of
projects that make businesses more energy efficient, upgrade
building infrastructure and result in millions of dollars of
energy cost savings every year.  Unlike traditional service
providers, Lime is able to provide utilities with a complete
solution of program management, marketing, engineering, sales and
construction management.  This fully integrated model results in
higher participation rates, more reliable energy use reductions
and greater customer satisfaction.

"As utilities seek to expand their customer relationships beyond
the meter, Lime Energy is bringing together rapidly advancing
building technology, big energy data and low cost digital
communication," said Procell.  "We have built a strong technical
sales team and equipped them with technology-enabled products and
services which reflect our vast experience in developing and
building energy efficiency projects on the customer's side of the
meter."

Andreas Hildebrand and Peter Macdonald of Bison Capital will join
the company's board.  "Lime Energy is the leading player in its
industry segment and we believe it is uniquely well positioned to
benefit from further growth in the energy efficiency market.
Bison Capital is very excited to partner with Adam Procell and the
management team at Lime Energy as they pursue their growth
strategy," said Andreas Hildebrand, a partner at Bison Capital.

From 2008 until joining Bison Capital Asset Management, LLC, in
2013, Mr. Hildebrand, age 47, was Co-Head of the Private Capital
Investing Group at Goldman Sachs & Co., a platform dedicated to
making private equity and debt investments in growth and middle
market companies based in North America.  Prior to joining Goldman
Sachs, Mr. Hildebrand was a senior managing director in the
Private Equity Group of GE Asset Management (GEAM), the investment
management arm of General Electric Company.  Mr. Hildebrand joined
GEAM in 1994.  Mr. Hildebrand received an A.B. from Princeton
University and a MPhil from Cambridge University.

Mr. Macdonald, age 56, has been a partner with Bison Capital Asset
Management, LLC, since 2009.  Mr. Macdonald was a managing
director of BlackRock Kelso Capital Management, a provider of
flexible financing solutions to middle-market companies, from 2006
to 2009.  From 1994 until 2006, Mr. Macdonald was a Partner of
Windward Capital Partners, a private equity firm he co-founded
specializing in investments in middle market companies across
diverse industries.  From 1988 to 1994, Mr. Macdonald was a member
of the Mergers & Acquisitions Group of CS First Boston.  Mr.
Macdonald received an MBA from The Wharton Graduate School of
Business and a BS from the University of Southern California.

Mr. Hildebrand and Mr. Macdonald were appointed pursuant to the
terms of the Purchase Agreement and the Certificate of
Designation.  Mr. Hildebrand and Mr. Macdonald are partners of
Bison Capital Asset Management, LLC.  Bison entered into the
Transaction pursuant to which Bison purchased certain shares of
Series C Stock for $10,000,000, less certain fees and expenses.

Initially, Mr. Hildebrand will serve on the Compensation Committee
of the Board.  It is expected that both Mr. Hildebrand and Mr.
Macdonald will receive the standard non-employee director
compensation, including, under the Company's 2010 Non-Employee
Directors' Stock Plan, an initial grant of restricted stock with a
market value equal to $40,000 upon the approval of the Board and
an annual grant of restricted stock with a prorated market value
equal to $20,000.

On Dec. 23, 2014, the Company filed the Certificate of Designation
with the Delaware Secretary of State.  The Certificate of
Designation sets forth the powers, designations, preferences and
relative, participating, optional and other special rights, and
qualifications, limitations and restrictions of the Series C
Stock.

On Dec. 23, 2014, the Board adopted amended and restated bylaws of
the Company.  The Amended and Restated Bylaws were effective as of
Dec. 23, 2014.  The bylaws of the Company were amended to provide
that the ability of stockholders to remove any director from
office with or without cause is subject to any agreement among the
stockholders.  Prior to the adoption of the Amended and Restated
Bylaws, the Removal Right was not explicitly subject to any
agreement among stockholders.

On Dec. 23, 2014, the holders of a majority of the outstanding
shares of Common Stock approved by written consent the
Transaction, the full conversion and voting power of the Series C
Stock without the limitations set forth in the Certificate of
Designation that apply prior to such approval by stockholders, and
all other matters required by the applicable Marketplace Rules of
NASDAQ in connection with the offer, sale, issuance or delivery of
the Series C Stock.  That approval will be effective 20 calendar
days after the mailing of an information statement to the
Company's stockholders.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders
of $18.51 million in 2013, a net loss of $31.81 million
in 2012 and a net loss of $18.93 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $31.11
million in total assets, $22.77 million in total liabilities and
$8.33 million in total stockholders' equity.


MADDY CLAIRE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maddy Claire LLC
        1222 2nd Street
        Marysville, WA 98270

Case No.: 14-19196

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 29, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Jesse Valdez, Esq.
                  VALDEZ LEHMAN PLLC
                  600 108th Ave NE Ste 347
                  Bellevue, WA 98004
                  Tel: 425-458-4415
                  Email: jesse@valdezlehman.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dirk. T. DeYoung, authorized member of
the LLC.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-19196.pdf


MOBILE MINI: S&P Affirms BB Corp Credit Rating, Off Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Tempe, Ariz.-based Mobile Mini Inc.
S&P removed the rating from CreditWatch, where it placed it with
negative implications on Nov. 14, 2014.  The outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on
Mobile Mini's unsecured notes.  The '5' recovery rating on these
notes, indicating S&P's expectation for modest recovery (10%-30%)
in the event of a default, remains unchanged.

S&P based its affirmation of the ratings on storage unit and
mobile office unit leasing provider Mobile Mini on its solid
earnings and strong free cash flow generation, which the company
will apply toward debt reduction, despite initially higher debt
leverage from its Dec. 10, 2014, acquisition of Evergreen Tank
Solutions Inc. (ETS).  Mobile Mini financed the $405 million
acquisition with borrowings from its existing asset-based lending
(ABL) revolver, which the company upsized by $100 million to $1
billion.

The outlook is stable.  "We expect Mobile Mini's credit metrics to
temporarily decline in late 2014 through 2015 because of increased
leverage from the ETS acquisition," said Standard & Poor's credit
analyst Betsy Snyder.

However, metrics should return to what they were before the
acquisition by 2016 because of the company's strong cash flow
generation and commitment to debt reduction.

S&P could downgrade the company if its financial profile moderates
because of weaker-than-expected earnings growth or material
shareholder rewards, causing FFO to total debt to remain less than
20% beyond 2015.

Although S&P do not consider this likely in 2015, it could upgrade
the company if its financial profile improves such that FFO to
debt rises above 30% for a sustained period.


MOUNTAIN PROVINCE: Voluntarily Delists Common Stock
---------------------------------------------------
Mountain Province Diamonds Inc. filed a Form 25 with the U.S.
Securities and Exchange Commission to remove the registration its
common stock, no par value per share.

Mountain Province separately filed a Form 8-A/A solely in
connection with the transfer of the listing of its common stock,
no par value per share to The NASDAQ Stock Market LLC.

The Company's Common Stock has been approved for listing on the
NASDAQ Global Select Market of The NASDAQ Stock Market LLC under
the symbol "MDM."

                 About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province reported a net loss of C$26.60 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.53
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed C$200.8
million in total assets, C$41.4 million in total liabilities and
C$159.4 million in total shareholders' equity.


NATIONAL CINEMEDIA: Appoints Thomas Lesinski to its Board
---------------------------------------------------------
National CineMedia, Inc., the managing member and owner of 45.8%
of National CineMedia, LLC, the operator of the largest in-theatre
digital media network in North America, announced that Thomas
Lesinski has been appointed to its board of directors.  Mr.
Lesinski replaces James R. Holland, Jr., who resigned from the
board effective Oct. 27, 2014.  Mr. Holland had served on the
Company's board of directors since its IPO in February 2007.

Mr. Lesinski is the Founder and CEO of Energi Entertainment, a
multi-media content production company.  From 2013 to 2014, Mr.
Lesinski was president of Digital Content and Distribution at
Legendary Entertainment, a leading media company dedicated to
owning, producing and delivering content to mainstream audiences
with a targeted focus on the powerful fandom demographic.  Prior
to that role, from 2006 to 2013, Mr. Lesinski served as president,
Digital Entertainment at Paramount Pictures, a global producer and
distributor of filmed entertainment.  Mr. Lesinski also served as
president of Worldwide Home Entertainment at Paramount Pictures
for three years, prior to which, he spent ten years in various
leadership positions at Warner Bros. Entertainment and was a
Managing Director for an advertising agency.

Commenting on the director change, Kurt Hall NCM's Chairman and
CEO said, "I would like to thank Jim for all of his great work as
NCM's Lead Director and member of our Audit Committee since NCM's
IPO in early 2007.  While Jim will be missed, Tom's addition to
our Board is timely as his marketing roots and deep experience in
home entertainment and digital media will be invaluable as the
media marketplace becomes more competitive with the growth of
online and mobile advertising platforms."

Also on Dec. 19, 2014, the Company entered into an indemnification
agreement with Mr. Lesinski, in substantially similar form to the
indemnification agreements entered into by the Company with its
other directors and officers.  The Indemnification Agreement
requires the Company to indemnify Mr. Lesinski against liabilities
that may arise by reason of his status or service as a director.
It also requires the Company to advance any expenses incurred by
Mr. Lesinski as a result of any proceeding against him as to which
he could be indemnified and to obtain directors' and officers'
insurance, if available on reasonable terms.

                      About National CineMedia

National CineMedia, Inc., is the holding company of National
CineMedia, LLC.  NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc.  NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.

As of Sept. 25, 2014, National CineMedia had $993.6 million in
total assets, $1.19 billion in total liabilities and a $200.2
million total deficit.

                            *    *    *

As reported by the TCR on March 24, 2011, Standard & Poor's
Ratings Services raised its corporate credit ratings on
Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'.  "The 'BB-' corporate
credit rating reflects S&P's expectation that NCM's EBITDA growth
will enable the company to continue to de-lever over the
intermediate term despite its aggressive dividend policy," said
Standard & Poor's credit analyst Jeanne Shoesmith.


NEWLEAD HOLDINGS: Sae Jung Oh Elected to Board of Directors
-----------------------------------------------------------
NewLead Holdings Ltd. held its annual general meeting for 2014 on
December 23 at which the shareholders elected Mr. Sae Jung Oh as
Class II director to hold office from the conclusion of the Annual
Meeting until the Company's 2017 annual general meeting.

                   About NewLead Holdings Ltd.

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

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.

As of June 30, 2014, the Company had $210.69 million in total
assets, $296.45 million in total liabilities and a $85.75 million
total shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
("CFR") of Nuverra Environmental Solutions, Inc. ("Nuverra") to
Caa1 from B3, its Probability of Default rating to Caa1-PD from
B3-PD, and the rating of its unsecured bonds to Caa2 from Caa1.
The downgrade reflects Moody's expectation for free cash flow to
approach $0 or even turn negative and for a material deterioration
of the company's credit metrics in 2015 and 2016 as a result of
the steep drop in crude oil and natural gas prices since the early
fall 2014. Furthermore, the risks of the company engaging in a
distressed exchange for its high coupon (9.875%) bonds is elevated
due to the low bond price. The outlook is stable as the company's
liquidity is adequate to support it in the near term, as denoted
by the affirmed SGL-3 rating.

Ratings Rationale

The downgrade reflects Moody's expectation for a decline in
revenue of 10-15% in 2015 (excluding the impact of the planned
sale of Thermo-Fluids Inc ("TFI"), the business which collects
used motor oil) as a result of the collapse in oil and natural gas
prices since the early fall of 2014. In addition to the decline in
the volume of drilling and production activity, Moody's expect
prices paid by exploration and production ("E&P") companies for
Nuverra's water solution services to decline which will weaken
EBIT margins 200-300 basis points to low single digit percent. The
E&P customers are aggressively searching for cost cutting
opportunities to dampen the impact of the sharp decline in their
core products and service providers will be part of the solution.
As a result, Moody's expect leverage to reach 6.0x and EBIT
coverage of interest to decline to about .1x from .4x. Moody's
expect the company will reduce capex to minimal maintenance level,
preventing free cash from turning negative. In addition, the
company will need to find sources of capital to fund the $125-$150
million construction cost of the water pipeline it contracted with
XTO Energy in late November 2014 for completion by the end of
2015. The company's significant revenue from transporting,
processing, and disposing water from wells already in production
should slow the pace of the revenue decline; the cost per barrel
to maintaining production is still below current energy prices.
Lastly, the TFI sale is likely to result in lower proceeds than
the $100 million the company expected when it wrote down the unit
during the third quarter 2014, due to price pressure from the
crude oil market.

Liquidity is adequate as connoted by the SGL-3 Speculatively Grade
Liquidity rating. The primary liquidity source is the ABL which
has its full $245 million amount accessible based on the asset
valuation as of September 30, 2014, compared to $162 million
drawn. Application of TFI sale proceeds to reduce ABL draw would
increase availability.

The stable outlook reflects the company's adequate liquidity which
will support the company in the near term.

An improved outlook for revenue and free cash flow, coupled with
maintenance of adequate liquidity would lead to higher ratings. A
greater than expected decline in revenue and profitability leading
to meaningful negative free cash flow would lead to a downgrade.

Moody's took the following rating actions on Nuverra Environmental
Solutions, Inc.:

Corporate Family Rating: Downgraded to Caa1 from B3

Probability of Default Rating: Downgraded to Caa1-PD from B3-PD

$400 million senior bonds: Downgraded to Caa2/LGD5 from
Caa1/LGD5

Speculative Grade Liquidity: Affirmed SGL-3

Outlook: Changed to stable from negative

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Nuverra Environmental Solutions provides water, other fluid, and
solids environmental solutions, including transportation,
recycling, and disposal services, to customers engaged in
unconventional onshore energy exploration and production in the
US. The company is planning to divest its Thermo Fluids Inc. (TFI)
oil reclamation business. Moody's forecast 2015 revenue and cash
from operations of about $450 million and $40 million,
respectively.


ORCKIT COMMUNICATIONS: Postpones General Meeting to Jan. 20
-----------------------------------------------------------
Orckit Communications Ltd. announced that its extraordinary
general meeting of shareholders will be postponed to Jan. 20,
2015, at 3:30 p.m. (Israel time), at the offices of the temporary
liquidator of the Company, Adv. Lior Dagan, 1 Azrielli Center
(Round Building, 35th Floor), Tel Aviv, Israel.  The record date
for the meeting remains Dec. 22, 2014.

The agenda of the meeting is the approval of an arrangement
between the Company and its creditors and related transactions
pursuant to Section 350 of the Israeli Companies Law, 5759-1999.
The arrangement requires the affirmative approval of a majority by
number of the shareholders voting their shares, in person or by
proxy, and holding at least 75% of the shares voting on the
matter, unless the District Court of Tel Aviv will rule otherwise.
The arrangement is also subject to the approval of the Company's
creditors and the Court.

In accordance with the ruling of the Court, proxy statements
describing the proposal on the agenda and proxy cards will not be
mailed to shareholders registered through the Company's U.S.
transfer agent.  Instead, the Company will file a proxy statement
and a form of proxy card with the Securities and Exchange
Commission on Form 6-K at least seven days prior to the meeting.
These documents will be available to the public at the SEC's EDGAR
Web site at
http://www.sec.gov/edgar/searchedgar/companysearch.html.Each
shareholder who is unable to attend the meeting in person will be
required to print, complete, date and sign the proxy card and
deliver it to the Company as will be described in the proxy
statement.  Those shareholders who hold ordinary shares in "street
name" will also be required to contact their broker and receive an
authorization to vote the shares on behalf of the broker, and
return such authorization along with their proxy card to the
Company as described in the proxy statement. Signed proxy cards
(and broker authorizations) will be accepted at the office of the
temporary liquidator until Jan. 20, 2015, at 1:00 p.m. (Israel
time).

The voting of shares held through members of the Tel Aviv Stock
Exchange Clearinghouse will follow customary Israeli procedures.
Specifically, the Company has filed an amended form of written
ballot with the Israel Securities Authority on Dec. 24, 2014, and
will file the terms of the arrangement with the ISA at least seven
days prior to the meeting.  These documents will be available to
the public at the ISA's MAGNA Web site at
http://www.magna.is.gov.iland the Maya Web site of the Tel Aviv
Stock Exchange ("TASE") at http://www.maya.tase.co.il. TASE
members, without charge, will send via email a link to the filing
of such documents to its clients who hold shares of the Company
and who have not duly instructed the broker otherwise in advance.
Such clients are entitled to receive a confirmation of ownership
(ishur baalut) from their brokers upon request.  Signed written
ballots (and confirmations of ownership) will be accepted at the
office of the temporary liquidator until January 20, 2015, at 1:00
p.m. (Israeli time).

For copies of relevant documents, or to send position statements,
you may address Adv. Sivan Lev or Adv. Yonatan Ashkenazi at the
office of the temporary liquidator of the Company at Tel. +972-3-
607-0819 or Fax +972-3-607-0830.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has a capital deficiency, recurring losses,
negative cash flows from operating activities and has significant
future commitments to repay its convertible subordinated notes.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.

Orckit reported a net loss of $5.9 million in 2013, a net loss of
$6.46 million in 2012 and a net loss of $17.38 million in 2011.
As of Dec. 31, 2013, the Company had $7.51 million in total
assets, $21.54 million in total liabilities and a $14.03 million
total capital deficiency.


PASSAIC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Passaic Healthcare Services, LLC
          d/b/a Allcare Medical
        4470 Bordentown Avenue
        Sayreville, NJ 08872

Case No.: 14-36129

Nature of Business: Healthcare

Chapter 11 Petition Date: December 31, 2014

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

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  Thomas Michael Walsh, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: 973-243-8600
                  Fax: 973-243-8677
                  Email: jdipasquale@trenklawfirm.com
                         twalsh@trenklawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Winthrop Hayes, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
McKesson Medical Surgical           Trade Debt        $4,380,132
PO Box 630693
Cincinatti, OH 45263-0693
terri.duncan@mckesson.com

Lerner, Richard                     Subordinated      $1,928,423
2333 Morris Avenue, Ste.            Seller Debt
C210 NJ 07083
Email: rlerner@allcareoandp.com

MagnaCare                           Employee            $666,303
Attn: Sherrill Spatz-Billing        Medical Claims
1600 Stewart Avenue
Suite 700
Westbury, NY 11590

Drive Medical Design &              Trade Debt          $423,596
Manufacturing
Attn: Mike Kelly
99 Seaview Boulevard
Port Washington, NY 11050

Abrams Fensterman                   Legal Fees          $366,410
Fensterman LLP
1111 Marcus Avenue
Suite 107
Lake Success, NY 11042

Respironics                         Trade Debt          $351,763
PO Box 405740
Atlanta, GA 30384

Invacare Corporation                Trade Debt          $344,831
PO Box 824056
Philadelphia, PA 19182-4056

Independence Medical NJ 01          Trade Debt          $315,796
Attn: Accounting
1810 Summit Commerce Park
Twinsburg, OH 44087

Resmed Corp.                        Trade Debt          $274,425
PO Box 534593
Atlanta, GA 30353-4593

A1 International                    Trade Debt          $274,407
2226 Morris Avenue
Union, NJ 07083

Premier Courier Service             Trade Debt          $187,631

AIG                                 Trade Debt          $154,431

Medix Staffing Solutions            Trade Debt          $137,806

Medline Industries, Inc.            Trade Debt          $134,476

Linde Gas North America             Trade Debt          $132,052

Select Express & Logistics          Trade Debt          $122,880

Rolling Hills Properties LLC        Trade Debt           $99,421

Probasics/PMI                       Trade Debt           $99,253

Brightree LLC                       Trade Debt           $96,369

American Express                    Trade Debt           $91,922


PORT AGGREGATES: Seeks Appointment of Chapter 11 Examiner
---------------------------------------------------------
Port Aggregates, Inc., asks the U.S. Bankruptcy Court for the
Western District of Louisiana, Lafayette Division, to direct the
appointment of an examiner pursuant to Section 1104(c) of the
Bankruptcy Code.

According to the Debtor, an examiner is needed to conduct an
investigation and thereafter, render a report to include, without
limitation, the examiner's findings, recommendations, and
conclusions regarding the allegations made within the state court
action pending in the 31st Judicial District Court, Parish of
Jefferson Davis, State of Louisiana, and also, to investigate the
relationship of the plaintiffs in the State Court Action or some
of them with at least one competitor of the Company, and also to
investigate the Company's concerns.

In the state court action, Timothy J. Guinn and other shareholders
of Port Aggregates instituted a petition for derivative action
against Port Aggregates and other companies.  The basis for the
state court action are allegations of mismanagement, self-dealing,
and breaches of fiduciary duty by the defendants.

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.

The Debtor estimated $10 million to $50 million in assets and
debt.  The formal schedules of assets and liabilities, as well as
the statement of financial affairs, are due Jan. 2, 2015.

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.

The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata,
McCollam, Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.


PORT AGGREGATES: Proposes to Employ Gordon Arata as Counsel
-----------------------------------------------------------
Port Aggregates, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of Louisiana, Lafayette Division,
to employ Gordon, Arata, McCollam, Duplantis & Eagan, LLC, as
counsel.

Port Aggregates will require the firm to investigate assets of the
estate, including, without limitation, claims and causes of action
of the estate, possible recoveries from avoidance actions, rights
in connection with ownership and/or lease of real estate,
operation of limited liability companies in which the estate holds
membership interests, operation of aggregate and ready-mix
facilities, administration of other property of the estate in a
way that insures cash controls, accountability and transparency of
information to all constituencies (including creditors of business
entities of which the estate holds ownership interests) and
development toward reorganization of Port Aggregates.

Furthermore, Port Aggregates will require the firm to remove and
investigate certain claims made directly against Port Aggregates
in the state court action styled TIMOTHY J. GUINN, JAMES P. GUINN,
WILLIAM R. GUINN, ELLEN GUINN MARTEL, PHILIP L. GUINN, AND
NATHANIEL STUART GUINN, INDIVIDUALLY, and as TRUSTEE FOR THE
CAROLINE T. GUINN TRUST, THE JAMES PAUL GUINN, JR. TRUST, THE JOEL
M. GUINN TRUST, THE LAURA KATHERINE GUINN TRUST, THE CRISTIAN J.
GUINN TRUST AND THE ANNA C. GUINN TRUST versus PORT AGGREGATES,
INC., TRICO CONSTRUCTION, INC., SOUTHWEST MATERIALS, INC.,
SOUTHERN BAR-B-QUE SAUCE, INC., ANDREW GUINN, SR., ANDREW LEE
GUINN, JR., ADAM G. GUINN, DAWN GUINN TRAHAN, HOLLY GUINN DURKES,
JOANN COLLIGAN, and JAMES MADDOX, SR., and docketed as case no.
C-108-14 in the 31st Judicial District Court, Parish of Jefferson
Davis, State of Louisiana Orleans Parish Civil District Court
brought by certain minority shareholders that are core claims.

The following professionals will take lead roles in representing
the Debtor and will be paid at these hourly rates:

     Louis M. Phillips, Esq.           $450
     Gerald H. Schiff, Esq.            $390
     Peter A. Kopfinger, Esq.          $350
     Armistead M. Long, Esq.           $290
     Patrick "Rick" M. Shelby, Esq.    $275
     Paralegal/Legal Assistant         $100

To secure the payment of any attorney's fees and reimbursable
expenses, Gordon Arata has received in trust a retainer in the
amount of $100,000.  The firm has billed the Debtor for fees
earned prior to the Petition Date for the work up until the
Petition Date, and was paid $18,322 for those fees.

Louis M. Phillips, Esq., at Gordon Arata, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The firm may be reached at:

         Louis M. Phillips, Esq.
         Peter A. Kopfinger, Esq.
         GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
         One American Place
         301 Main Street, Suite 1600
         Baton Rouge, LA 70801-1916
         Tel: (225) 381-9643
         Fax: (225) 336-9763
         E-mail: lphillips@gordonarata.com
                 pkopfinger@gordonarata.com

            -- and --

         Gerald H. Schiff, Esq.
         Armistead M. Long, Esq.
         GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
         400 East Kaliste Saloom Road, Suite 4200
         Lafayette, LA 70508
         Tel: (337) 237-0132
         Fax: (337) 237-3451
         E-mail: gschiff@gordonarata.com
                 along@gordonarata.com

            -- and --

         Patrick "Rick" M. Shelby, Esq.
         GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
         201 St. Charles Avenue, 40th Floor
         New Orleans, LA 70170-4000
         Tel: (504) 582-1111
         E-mail: pshelby@gordonarata.com

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.

The Debtor estimated $10 million to $50 million in assets and
debt.  The formal schedules of assets and liabilities, as well as
the statement of financial affairs, are due Jan. 2, 2015.

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.

The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata,
McCollam, Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.


PORTER BANCORP: Appoints Bradford Ray as New Director
-----------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
Bradford T. Ray has been appointed to the boards of directors of
Porter Bancorp, Inc. and PBI Bank, Inc.

Mr. Ray, age 56, served in various leadership roles at Steel
Technologies, Inc. from 1981 - 2010, including Chairman and CEO.
He also served as an advisor to Steel Technologies, Inc., from
2010 - 2012.  He has been a consultant with BTR Advisory Services
since 2012 and has been an independent director at Global Brass
and Copper Holdings, Inc., since Dec. 2014.  Mr. Ray also serves
on Bellarmine University's Board of Trustees in Louisville, Ky.

"We welcome Mr. Ray to the boards of Porter Bancorp and PBI Bank
and appreciate his commitment to the future of our organization,"
stated John T. Taylor, president and CEO of Porter Bancorp, Inc.
"He brings significant leadership experience to us and will add a
valuable perspective to our team."

Porter Bancorp and PBI Bank have received notice of non-objection
from its primary regulators to appoint Ray to its boards of
directors.  Mr. Ray fills the board positions being vacated by the
retirement of William G. Porter as a director of Porter Bancorp
and PBI Bank.

"We also extend our sincere gratitude at this time to Mr. Porter
for his dedication and leadership.  We are extremely grateful for
his advice and counsel over the many years he has served the
bank," added Taylor.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

The Company's balance sheet at Sept. 30, 2014, showed $1.03
billion in total assets, $1 billion in total liabilities, and
stockholders' equity of $29.3 million.

During the first nine months of 2014, the Company reported a net
loss attributable to common shareholders of $8.8 million, compared
with net loss attributable to common shareholders of $2.4 million
for the first nine months of 2013.  The increase in 2014 compared
to 2013 is primarily attributable to an increase in provision for
loan losses expense, coupled with a decrease in net interest
income and non-interest income.  At Sept. 30, 2014, the Company
continued to be involved in various legal proceedings in which it
disputes the material factual allegations.  After conferring with
its legal advisors, the Company believes it has meritorious
grounds on which to prevail.

"If we do not prevail, the ultimate outcome of any one of these
matters could have a material adverse effect on our financial
condition, results of operations, or cash flows," the Company
said.  The Company added that these matters create substantial
doubt about its ability to continue as a going concern.


PRAXSYN CORP: Depends on A/R Factoring to Finance Operations
------------------------------------------------------------
Praxsyn Corporation filed its quarterly report on Form 10-Q,
reporting net income of $450,000 on $22.9 million of total revenue
for the quarter ended Sept. 30, 2014, compared with a net loss of
$108,600 on $403,000 of total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $16.5
million in total assets, $16.4 million in total liabilities, and a
stockholders' equity of $70,800.

Since inception, management has funded operations primarily
through proceeds received in connection with factoring of accounts
receivable on a nonrecourse basis from two primary factors,
issuances of notes payable, and through sales of common stock.
Also, its business is concentrated within the workers compensation
market for which the collection of payments on receivables may be
delayed for a significant period depending on various factors.
Additionally, the Company us dependent upon a few third party
marketing services, one of them being a related party, and derives
almost 100% of revenues from customers referred by the marketing
services.  During the nine months ended Sept. 30, 2014 and 2013,
the Company incurred a net loss of $12.3 million, and generated
net income of $43,001, respectively.  About $11.5 million of the
net loss during the 2014 period consisted of stock-based expenses.
It also had minimal stockholders' equity as of Sept. 30, 2014.
Management believes that it will need additional accounts
receivable factoring, or debt/equity financing to be able to
implement our business plan.

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

                        http://is.gd/8VyugE

Praxsyn Corporation, formerly The Paws Pet Company, is a
healthcare company headquartered in Irvine, California.  The
Company formulates transdermal creams for patients suffering from
long-term pain associated with workplace-related injuries.


PRESSURE BIOSCIENCES: Stockholders OK 5 Proposals at Meeting
------------------------------------------------------------
The stockholders of Pressure BioSciences, Inc., acting at the
Company's special meeting of stockholders:

   (1) elected Richard Schumacher as Class III director to hold
       office until the 2017 Annual Meeting of Stockholders and
       until his successor is duly elected and qualified;

   (2) ratified the appointment of Marcum LLP as the Company's
       independent registered public accounting firm for 2014;

   (3) approved an amendment to the Company's articles of
       organization to increase the authorized number of shares of
       Common Stock by up to 50,000,000 shares, such increase to
       be effected through one or more amendments to the Company's
       articles of organization to be filed with the Secretary of
       the Commonwealth of Massachusetts at the discretion of the
       Board of Directors at any time during the twelve months
       following the date of the Meeting;

   (4) approved an amendment to the Company's articles of
       organization to increase the authorized number of shares of
       Preferred Stock by 1,000,000 shares to 2,000,000 shares;
       and

   (5) approved an amendment to the Company's articles of
       organization to effect a reverse stock split of the Common
       Stock by a ratio of not less than one-for-two and not more
       than one-for-twenty at any time within twelve months
       following the Meeting for the purpose of assisting the
       Company in meeting the listing requirements of the Nasdaq
       Capital Market or another exchange, with the decision of
       whether or not to implement a reverse stock split and the
       exact ratio to be set at a whole number within this range
       to be made by the Board of Directors in its sole
       discretion.

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.

As of Sept. 30, 2014, the Company had $1.45 million in total
assets, $3.55 million in total liabilities and a $2.07 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  The auditors said
these conditions raise substantial doubt about its ability to
continue as a going concern.


PULSE ELECTRONICS: Suspending Filing of Reports with SEC
--------------------------------------------------------
Pulse Electronics Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission to terminate the registration
of its common stock.  As a result of the Form 15 filing, the
Company is not anymore obligated to file periodic reports with the
SEC.

                      About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.

As reported by the TCR on July 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on
$356 million of net sales for the year ended Dec. 27, 2013, as
compared with a net loss of $32.09 million on $373 million of net
sales for the year ended Dec. 28, 2012.

The Company's balance sheet at Sept. 26, 2014, showed $179 million
in total assets, $250 million in total liabilities, and a
$71.5 million shareholders' deficit.


RESPONSE BIOMEDICAL: Files Revised Version of Hangzhou Term Sheet
-----------------------------------------------------------------
Response Biomedical Corp. had amended its current report on Form
8-K filed on Oct. 21, 2014.  The prior version of the Form 8-K
included an Exhibit 10.2 that was being re-filed to include
disclosure of certain durational terms contained in the Binding
Term Sheet dated as of Oct. 15, 2014, by and between the Company
and Hangzhou Joinstar Biomedical Technology Co., Ltd.  A copy of
the Binding Term Sheet, as amended, is available at:

                        http://is.gd/42iKyf

Response Biomedical had entered into a funded Technology
Development Agreement with Hangzhou Joinstar to support the co-
development by Response and Joinstar of components and multiple
assays that will run on a high throughput rapid immunoassay
analyzer developed by Joinstar.  Under the terms of the Technology
Development Agreement and related agreements, Response will
receive cash proceeds totaling approximately $8.82 million.  The
parties have also entered into a binding term sheet for a
definitive Supply Agreement whereby Response will provide certain
raw materials to Joinstar required for Joinstar to manufacture
these multiple assays.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed
$12.3 million in total assets, $15.6 million in total liabilities
and total stockholders' deficit of $3.32 million.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, which
raises substantial doubt about its ability to continue as a going
concern.


POSITIVEID CORP: Amends $550,000 Conv. Debenture with Dominion
--------------------------------------------------------------
PositiveID Corporation entered into an amendment and restatement
in full of $550,000 Senior Secured, Convertible, Redeemable
Debenture with Dominion Capital LLC on Dec. 24, 2014, according to
a regulatory filing with the U.S. Securities and Exchange
Commission.

The original Debenture was assigned from Ironridge Global IV,
Ltd., to Dominion.  The principal and accrued interest owed under
the Debenture was $434,592 as of Dec. 1, 2014.  Additionally, on
Dec. 24, 2014, the Company and the Purchaser entered into a
$158,400 Senior Convertible, Redeemable Debenture of PositiveID
Corporation, which was issued without proceeds as consideration
for the Purchaser buying out Ironridge, including legal and
transaction fees.  As of Dec. 24, 2014, the Company no longer has
any outstanding debt owed to Ironridge.

The Debenture and the Note bear interest at the rate of 12% per
annum; the Debenture is due on demand and the Note is due and
payable on May 31, 2015; and may be converted by the Purchaser
into shares of Company common stock at a conversion price equal to
a 37.5% discount of the lowest volume weighted average price
during fifteen days prior to closing (subject to adjustment as
determined in Debenture and Note).  The Debenture and Note also
contain certain representations, warranties, covenants and events
of default, and increases in the amount of the principal and
interest rates under the Debenture and Note in the event of those
defaults.

A full-text copy of the amended Convertible Debenture is available
for free at http://is.gd/v17gV2

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

As of Sept. 30, 2014, the Company had $1.36 million in total
assets, $9.02 million in total liabilities and a $7.66 million
total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


PRESSURE BIOSCIENCES: Re-Prices Common Stock Purchase Warrants
--------------------------------------------------------------
Pressure BioSciences, Inc., closed a series of warrant reset
agreements with 30 warrant holders in order to re-price their
Common Stock Purchase Warrants, according to a Form 8-K filed with
the U.S. Securities and Exchange Commission.  In consideration for
the Warrant Holder exercising their outstanding Warrants by or
before Dec. 23, 2014, the Company agreed to reduce the exercise
price to $0.25 per Warrant share.  In addition, for each Warrant
exercised, the Warrant Holder received a new Warrant to purchase
that same number of Warrant Shares as exercised, at an exercise
price of $0.40 per share.  If the Exercised Warrant terminated on
or before Dec. 31, 2015, the date of termination of the New
Warrant is Dec. 31, 2015.  If the date of termination of the
Exercised Warrant was after Dec. 31, 2015, the date of termination
of the New Warrant is the same as that of the Exercised Warrant.

As a result of the Warrant Reset Agreements, the Company received
$903,000.  The Company has issued New Warrants for 3,612,000
warrant shares, and has requested its transfer agent to issue
3,612,000 shares of restricted Common Stock to the investors.
Neither the Exercised Warrant Shares nor the shares underlying the
New Warrants will be registered for sale pursuant to a
registration statement.

The anticipated use of proceeds from this transaction will be for
sales and marketing, applications and product development,
repayment of debt, general working capital and corporate purposes,
and the expenses of the transaction.

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.

As of Sept. 30, 2014, the Company had $1.45 million in total
assets, $3.55 million in total liabilities and a $2.07 million
total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  The auditors said
these conditions raise substantial doubt about its ability to
continue as a going concern.


SHERIDAN FUND I: S&P Revises Outlook to Neg. & Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its
outlooks on Sheridan Production Partners I-A, Investment Partners
I, and Production Partners I-M (collectively referred to as
Sheridan Fund I) to negative from stable.  At the same time, S&P
affirmed all of its ratings on Sheridan Fund I, including its 'B+'
counterparty credit and senior secured debt ratings.

"Our outlook revision on Sheridan Fund I primarily reflects the
company's production underperformance, which caused the firm's
EBITDA to decline and left it with weaker leverage metrics than we
had previously anticipated," said Standard & Poor's credit analyst
Trevor Martin.  S&P's rating on the company continues to reflect
its weak competitive position, resulting from its relatively small
scale (as measured by total proved reserves) and limited
production growth potential.  Furthermore, the fund's investments
have limited geographic diversification.  Somewhat offsetting
these weaknesses are senior management's extensive experience in
the oil and gas industry, the company's long-term, locked-in
limited partner (L.P.) capital base, and its high proportion of
proved developed reserves to total reserves, which reduces
operating risk.

Sheridan Fund I's production during the first nine months of 2014
was lower than anticipated, leading to lower revenues and EBITDA.
Most notably, the company's production levels from the Permian
Basin and the Mid-Continental region have been well below plan.
Production from the Permian District was 4,983 Boe/d, or 11% below
plan for the first nine months of 2014.  This decline in
production led EBITDA to fall to $225 million for the first nine
months of 2014 (annualized) compared with $286 million for full-
year 2013.  This resulted in leverage, as measured by debt-to-
EBTIDA, of 5.2x, which was slightly above S&P's expectations of
4x-5x.  S&P expects Sheridan Fund I's leverage to increase
slightly at year-end 2014 before falling back to 4.5x-5.0x over
the next two years.  The fund generally utilizes a 50%/50% split
between distributions to investors and capital expenditures.
S&P's ratings also incorporate the expectation that management
will be willing to appropriate a portion of the company's cash
flows for debt reduction if leverage remains above 5x.

The negative outlook reflects S&P's view that weaker crude oil
prices over the next year could make it difficult for the company
to reduce leverage below 5x for a sustained period, even
considering the increased production S&P expects the company to
achieve in 2015.  S&P also considers that weaker crude prices
could make it more difficult for the company to layer on new
hedges at favorable prices for 2016 and beyond.  However, S&P
believes that management could use a portion of the company's
excess cash flows to reduce debt if EBITDA continues to be lower
than expected.  If production falls short of S&P's estimates or if
commodity prices do not improve as S&P expects, such that it
believes leverage would remain over 5x, S&P could lower the
rating.  Alternatively, S&P could revise the outlook to stable if
the company's production increases to over 17,000 Boe/d as
expected, market conditions improve, and it demonstrates a
willingness to use a portion of its cash flows to reduce its
borrowings so that debt-to-EBITDA falls below 5x.


SHERIDAN FUND II: S&P Revises Outlook to Neg. & Affirms B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its
outlooks on Sheridan Production Partners II-A, Investment Partners
II, and Production Partners II-M (collectively referred to as
Sheridan Fund II) to negative from stable.  At the same time, S&P
affirmed all of its ratings on Sheridan Fund II, including its
'B+' counterparty credit and senior secured debt ratings.

"Our outlook revision on Sheridan Fund II primarily reflects the
company's production underperformance in 2014, which led its
EBITDA to decline and left the firm with weaker leverage metrics
than we had previously anticipated," said Standard & Poor's credit
analyst Trevor Martin.  At the same time, S&P's rating continues
to reflect Sheridan Fund II's weak competitive position, due to
its relatively small scale (as measured by total proved reserves),
and the firm's limited production growth potential.  Furthermore,
the fund's investments have limited geographic diversification.
Somewhat offsetting these weaknesses are senior management's
extensive experience in the oil and gas industry, the company's
long-term, locked-in limited partner (L.P.) capital base, and its
high levels of proved developed reserves to total reserves, which
reduces operating risk.

Sheridan Fund II's production during the first nine months of 2014
was lower than anticipated because of longer-than-expected down
time on its wells, third-party midstream curtailments, and the
need to adjust the timing of its investment program, which led to
lower revenues and EBITDA.  Most notably, the company's production
in the Permian Basin and the Rocky Mountain region has been well
below plan.  Production in the Permian Basin was 16,553 Boe/d, or
10% below plan, for the first nine months of 2014.  The production
decline led the company's EBITDA to grow less than forecast,
climbing to $254 million for the first nine months of 2014
(annualized).  Although this was a substantial increase over 2013
levels, S&P expected an even greater return since the company did
not complete its final (and by far, the largest) acquisition until
early 2013.  The company's leverage, as measured by debt-to-
EBITDA, was about 6x as of the end of September 2014, which is
higher than S&P's expectations of 4x-5x.  S&P expects leverage to
fall back to 4.0x-5.0x over the next two years as production
increases.  The fund generally utilizes a 50%/50% split between
distributions to investors and capital expenditures.  S&P's rating
also incorporates the expectation that management will be willing
to use a portion of the company's cash flows for debt reduction if
leverage remains above 5x.

The negative outlook reflects S&P's view that weaker crude oil
prices over the next year could make it difficult for the company
to decrease leverage below 5x for a sustained time period, even
considering the increased production S&P expects the company to
achieve in 2015.  The weaker crude prices could also make it more
difficult for the company to layer on new hedges at favorable
prices for 2016 and beyond.  However, S&P believes that management
could use a portion of excess cash flows to reduce debt if EBITDA
continues to be lower than expected.  If production falls short of
S&P's estimates or if commodity prices do not improve as it
expects, such that S&P believes leverage would remain over 5x, S&P
could lower the rating.  Alternatively, S&P could revise the
outlook to stable if the company's production increases to over
20,000 Boe/d as expected, market conditions improve, and it
demonstrates a willingness to use a portion of its cash flows to
reduce its borrowings so that debt-to-EBITDA falls below 5x.


SHILO INN: Approved to Use CB&T's Cash Collateral Until March 31
----------------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation authorizing Shilo
Inn, Twin Falls, LLC, et al.'s use of cash collateral until
March 31, 2015.

The stipulation entered between the Debtors and California Bank &
Trust provides that, among other things:

   -- the Debtors are authorized to use cash collateral to pay all
of the expenses, with authority to deviate from each line item
contained in the budgets by not more than 15%, so long as the
deviation does not exceed 5% on a cumulative basis;

   -- in the event that the Debtors are required to incur
unanticipated CapEx expenses in excess of $5,000, which are not
included in the budgets, the Debtors will seek consent of CB&T
which consent will not be unreasonably withheld;

   -- as adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on postpetition rents, revenues, issues and profits of each
of the Debtors; and make monthly adequate protection payments to
CB&T at 5% interest per annum.

A copy of the stipulation is available for free at

   http://bankrupt.com/misc/ShiloInn_501_stipcashcollateral.pdf

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SIMPLEXITY LLC: Stipulation with Fifth Third Bank Approved
----------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has approved a stipulation
resolving Simplexity, LLC's claims against Fifth Third Bank and
allowing claims of the bank under the DIP financing order.

Under the deal, Simplexity will release its claims against Fifth
Third while the bank's claim on account of the pre-bankruptcy loan
will be allowed.  The settlement will be effectuated through
amendments to the bankruptcy court's order that approved a $2.1
million financing to get Simplexity through bankruptcy.

The DIP loan will be increased from $2.1 million to $3.725
million, according to the agreement.  About $1.5 million of the
carve-out from Fifth Third's cash collateral will be used for
administrative expenses.  Meanwhile, $125,000 will be turned over
to a trustee, who will be appointed when the company's Chapter 11
case is converted to a Chapter 7 liquidation, to fund the
prosecution of claims.

After the case is converted, the first $1 million recovered from
claims will be used to reimburse creditors holding administrative
claims, according to the agreement.

The U.S. Trustee earlier objected to the stipulation saying that
it sets in motion a substantive outcome of these cases that
adversely affects the substantive rights of creditors and parties-
in-interest by allowing estate professionals to be paid without
court order ahead of other administrative creditors, improperly
invokes the use of Section 105 of the Bankruptcy Code and
contravenes other various provisions of the Bankruptcy Code
including but not limited to Sections 702 and 726.

                       About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SUNFLOWER RESORT: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Sunflower Resort, LLC
        8010 Firenze Blvd
        Orlando, FL 32836

Case No.: 14-13901

Chapter 11 Petition Date: December 31, 2014

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

Debtor's Counsel: David R McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  Email: dmcfarlin@whmh.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mary T Mai Nguyen, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-13901.pdf


T-REX OIL: Reports $284K Net Loss for Q3 of 2014
------------------------------------------------
T-Rex Oil, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $285,000 on $nil of total revenue for the
quarter ended Sept. 30, 2014, compared with a net loss of $209,000
on $nil of total revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $2.53
million in total assets, $nil in total liabilities, and a
stockholders' equity of $2.53 million.

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

                        http://is.gd/L90bOP

                          About T-Rex Oil

T-Rex Oil, Inc., formerly Rancher Energy Corp., is engaged in the
development,  production, and low risk exploration of oil and gas
including unconventional natural gas, in the Rocky Mountain region
of the continental United States; specifically, in the Rocky
Mountain  area of  Utah,  Colorado,  Montana  and  Wyoming,  and
some Mid Continent areas.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.

The report of Rancher Energy's independent registered public
accounting firm on the financial statements for the years ended
March 31, 2013, and 2012, includes an explanatory paragraph
relating to the uncertainty of the Company's ability to continue
as a going concern.  The Company has incurred a cumulative net
loss of approximately $91 million for the period from
incorporation, Feb. 4, 2004, to Sept. 30, 2013.


TAMINCO GLOBAL: S&P Raises Corp. Credit Rating From 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
its corporate credit rating, on Taminco Global Chemical Co., to
'BBB' from 'B+'.  The outlook is negative.

S&P removed all ratings from CreditWatch, where it placed them
with positive implications on Sept. 11, 2014, following the
announcement by Eastman Chemical Co. of a plan to acquire Taminco.

S&P is also withdrawing all ratings on Taminco, including the
corporate credit rating.

The rating actions follow the completion of the acquisition of
Taminco by Eastman Chemical Co. Because Taminco is now owned by
Eastman, S&P initially raised its ratings on Taminco to bring them
in line with S&P's ratings on Eastman.  S&P is withdrawing its
ratings on Taminco in a subsequent action because the company has
either paid down all its debt or taken meaningful steps to pay
down debt.  The company also requested that S&P withdraw its
ratings on Taminco.


TECHPRECISION CORP: Inks $2.25 Million Term Loan with Revere
------------------------------------------------------------
TechPrecision Corporation, through its wholly owned subsidiary,
Ranor, Inc., entered into a term loan and security agreement with
Revere High Yield Fund, LP.  Pursuant to the TLSA, Revere agreed
to loan an aggregate of $2.25 million to Ranor under a Term Loan
Note in the aggregate principal amount of $1.5 million and a Term
Loan Note in the aggregate principal amount of $750,000.  The
First Loan Note is collateralized by a secured interest in all of
Ranor's Massachusetts facility and certain machinery and equipment
at Ranor.  The Second Loan Note is collateralized by a secured
interest in certain accounts, inventory and equipment of Ranor.
Payments under the TLSA and Notes are due as follows:

   (a) payments of interest only on advanced principal on a
       monthly basis on the first day of each month from Feb. 1,
       2015, until Dec. 31, 2015, with an annual interest rate on
       the unpaid principal balance of the Notes equal to 12% per
       annum; and

   (b) the principal balance plus accrued and unpaid interest
       payable on Dec. 31, 2015.

Ranor's obligations under the TLSA and the Notes are guaranteed by
the Company pursuant to a Guaranty Agreement with Revere.

Pursuant to the TLSA, Ranor is subject to certain affirmative
covenants which, among other things, require Ranor to (1) maintain
certain levels of insurance; (2) preserve and defend the
collateral; and (3) provide Revere with certain ongoing financial,
labor and other information.  Additionally, pursuant to the TLSA,
Ranor is subject to certain restrictive covenants which, among
other things, restrict Ranor's ability to (1) create, incur,
assume, suffer to exist, guarantee or otherwise become or remain,
directly or indirectly, liable with respect to any indebtedness,
except for under the TLSA and any pre-existing indebtedness; (2)
create a valid and perfected lien on or security interest in the
collateral; (3) enter into any merger, consolidation or
reorganization, or reclassify its stock or suffer a change of
control; (4) liquidate, wind up or dissolve itself; (5) sell,
dispose, transfer, assign, pledge, license, lease, convey or
hypothecate any of the collateral; (6) change its name or
business; (7) prepay, redeem, defease, purchase or otherwise any
acquire any of its indebtedness; or (8) enter into certain
transactions with its affiliates or change its accounting methods.
The restrictions of these covenants are subject to certain
exceptions specified in the TLSA and in some cases may be waived
by written consent of Revere.  Any failure to comply with the
affirmative covenants or restrictive covenants outlined in the
TLSA without waiver by Revere or certain other provisions in the
TLSA is an event of default, pursuant to which Revere may
accelerate the repayment of the loan.

The Company utilized $1.45 million of the proceeds of the Notes to
pay off loan obligations owed to Santander Bank, N.A., plus
breakage fees on a related interest swap of $220,000 under a
previous the Loan Agreement with Santander Bank, N.A.  The
remaining proceeds of the Notes were retained by the Company to be
used for general corporate purposes.

On Dec. 22, 2014, pursuant to a recommendation by the Compensation
Committee of the Company's board of directors, the Board reduced
the fees and compensation to be paid to its former Executive
Chairman for his services as the Company's Executive Chairman to
$0 per month effective March 1, 2014.  Len Anthony, the Company's
former Executive Chairman, agreed to that reduction in his fees
and compensation for his service as the Company's Executive
Chairman.

On Dec. 22, 2014, the Board also adjusted the fees and
compensation to be paid to each non-employee member of the Board
for services as a director and on each committee of the Board to
$0, effective as of Jan. 1, 2014.

                         About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

The Company reported a net loss of $1.27 million on $6.23 million
of net sales for the three months ended June 30, 2014, compared
with a net loss of $1.42 million on $7.09 million of net sales for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed
$14.8 million in total assets, $13 million in total liabilities,
and stockholders' equity of $1.82 million.

At June 30, 2014, TechPrecision had negative working capital of
$3.4 million as compared with negative working capital of
$2 million at March 31, 2014.  As of June 30, 2014, the Company
had $0.9 million in cash and cash equivalents compared to
$1.1 million at March 31, 2014.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.


TIFCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tifco Enterprises, Inc.
           dba Polar Insulation
        511 South Hwy 71
        Wewahitchka, FL 32465

Case No.: 14-50424

Chapter 11 Petition Date: December 30, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Judge: Hon. Karen K. Specie

Debtor's Counsel: Charles M. Wynn, Esq.
                  CHARLES WYNN LAW OFFICES, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: 850-526-3520
                  Fax: 850-526-5210
                  Email: candy@wynnlaw-fl.com
                         court@wynnlaw-fl.com

Total Assets: $562,348

Total Liabilities: $1.07 million

The petition was signed by Jesus A. (Tony) Muina, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb14-50424.pdf


TRANS ENERGY: Sells ORRI in Virginia Leases for $11 Million
-----------------------------------------------------------
American Shale Development, Inc., a wholly owned subsidiary of
Trans Energy, Inc. (Sellers), closed a transaction pursuant to a
purchase and sale agreement executed as of Dec. 24, 2014, with
Wellbore Capital, LLC, pursuant to which the Sellers granted to
Wellbore overriding royalty interests in certain leases located in
Wetzel and Marion Counties, West Virginia.

Under the PSA, the purchase price for the ORRI was $11 million, of
which the Company received approximately $10.7 million in cash at
closing.  The PSA provides Wellbore the right to sell its
interests in the ORRI to a third party acquiror in the event that
the Sellers sell all of their interests in the oil and gas
properties to such acquiror.  If that sale occurs prior to Dec.
31, 2017, Wellbore also has the right to require the Sellers to
repurchase the ORRI for a certain return on its investment in the
ORRI.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.

As of Sept. 30, 2014, the Company had $103.61 million in total
assets, $130.2 million in total liabilities and a $26.60 million
total stockholders' deficit.


TROY TOOLING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Troy Tooling Technologies, LLC
        P.O. Box 397
        Fraser, MI 48026

Case No.: 14-59743

Chapter 11 Petition Date: December 30, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero

Debtor's Counsel: Lynn M. Brimer, Esq.
                  STROBL & SHARP, P.C.
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  Email: lbrimer@stroblpc.com

                    - and -

                  Meredith Taunt, Esq.
                  STROBL & SHARP, P.C.
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: 248-540-2300
                  Email: mtaunt@stroblpc.com

Total Assets: $405,355

Total Liabilities: $1.33 million

The petition was signed by Dennis Allan Cedar, sole member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-59743.pdf


TUCSON COUNTRY: S&P Lowers Refunding Bond Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on the Pima County Industrial Development
Authority, Ariz.'s educational revenue refunding bonds, series
2007, issued for the Tucson Country Day School, a kindergarten
through eighth-grade charter school located in Tucson.  The
outlook is negative.

"The rating action reflects our view of the school's consistently
negative operations, as demonstrated by the school's recent
deficits, and maximum annual debt service coverage at or below 1x
for the past three fiscal years," said Standard & Poor's credit
analyst Phillip Pena.

The negative outlook reflects S&P's anticipation that the school
will be unable to meet its unrestricted net asset covenant, and
that it will thus need to engage a management consultant.


UNIVERSAL COOPERATIVES: Wants Until Feb. 9 to Remove Actions
------------------------------------------------------------
Universal Cooperatives, Inc., et al., have asked the Bankruptcy
Court to extend until Feb. 9, 2015, the period within
which they may remove causes of action.

The Debtors need more time to review the actions to determine if
any should be removed pursuant to Bankruptcy Rule 9027(a).  The
Debtors have begun formulating a plan of liquidation that they
hope to file in the near term.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.  Universal Cooperatives disclosed
$12,090,939 in assets and $29,320,221 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


UNIVISION COMMUNICATIONS: Moody's Rates $815MM Unsec. Notes Caa2
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Univision
Communications, Inc. to positive from stable reflecting our
expectation for continued EBITDA growth over the next 12 months
with the potential for credit metrics, including leverage and free
cash flow ratios, to improve sufficiently for Moody's to consider
an upgrade of ratings. The Speculative Grade Liquidity rating was
upgraded to SGL-2 reflecting improved liquidity including greater
free cash flow generation. The B3 Corporate Family Rating and
Probability of Default Rating of B3-PD, and debt instrument
ratings were affirmed as summarized below.

Issuer: Univision Communications, Inc.

Outlook Actions:

Outlook, Changed To Positive From Stable

Upgrade:

Speculative Grade Liquidity Rating: Upgraded to SGL-2 from SGL-3

Affirmations:

Corporate Family Rating: Affirmed B3

Probability of Default Rating: Affirmed B3-PD

$550 Million Senior Secured Revolving Credit Facility maturing
2018: Affirmed B2, LGD3

$3.3 Billion Senior Secured Term Loan due 2020: Affirmed B2, LGD3

$1.2 Billion Senior Secured Term Loan due 2020: Affirmed B2, LGD3

$1.2 Billion 6.875% Senior Secured Notes due 2019: Affirmed B2,
LGD3

$750 Million 7.875% Senior Secured Notes due 2020: Affirmed B2,
LGD3

$1.1 Billion 6.75% Senior Secured Notes due 2022: Affirmed B2,
LGD3

$700 Million 5.125% Senior Secured Notes due 2023: Affirmed B2,
LGD3

$815 Million 8.5% Senior Unsecured Notes due 2021: Affirmed Caa2,
LGD5

Ratings Rationale

Univision's B3 Corporate Family Rating incorporates its leading
market positions in Spanish-language media within the U.S., an
increasing percentage of revenue coming from recurring
retransmission fees, improved EBITDA margins, and good growth
prospects over the next three years tempered by its very high
leverage and vulnerability to cyclical advertising. Revenue growth
across its broadcast, cable network, and digital offerings are
supported by Hispanic demographic trends and its leading market
positions while improved EBITDA margins lead to growing unlevered
cash flow generation. Nevertheless, the risk of a restructuring
remains elevated if economic conditions were to weaken
unexpectedly given the company's highly leveraged balance sheet
(roughly 9.0x gross debt-to-EBITDA estimated for December 31, 2014
incorporating Moody's standard adjustments and excluding non-cash
advertising revenue, or 8.0x excluding the Televisa convertible
note). Heightened competition, particularly from deep-pocketed
media conglomerates targeting the Hispanic demographic in the
U.S., represents another risk. Although very high, leverage has
improved consistently since 2011 due largely to revenue and EBITDA
growth given investment in cable networks, digital services and
joint ventures resulted in minimal free cash flow generation over
this period and modest debt repayment. Looking forward, ratings
are supported by the company's improving liquidity including
Moody's projection for growing free cash flow generation over the
next 12 months, more than $800 million of availability under the
company's two revolver facilities, and no significant maturities
until 2018. Our base case forecast includes growing cash flow
primarily from Univision's cable networks with additional growth
from newer digital revenue streams as well as from core television
and radio broadcast operations in 2015 followed by a lift in 2016
from record levels of political ad spending. Moody's expects
consolidated revenue in 2015 to be modestly down compared to 2014
given the absence of $174 million of World Cup advertising and the
lack of significant political ad demand in a non-election year,
partially offset by growth in core ad revenue and retransmission
fees. "The positive outlook reflects our expectation that, despite
a modest revenue decline in 2015, EBITDA and free cash flow will
continue to grow due to an increase in high margin retransmission
fees, better performance for radio operations based on improved
audience ratings, and benefits from cost controls," stated Carl
Salas, Moody's VP & Sr Credit Officer. As a result, Moody's
expects debt-to-EBITDA to improve to less than 8.5x over the next
12 to 18 months (including Moody's standard adjustments and
excluding non-cash revenue, or less than 7.6x excluding the
Televisa convertible note). "We believe management is focused on
realizing returns from the company's growth investments over the
past three years potentially to position itself for an IPO as well
as to facilitate an eventual exit or reduction in ownership by its
financial sponsors which have held their positions in Univision
since 2007," added Salas.

The positive rating outlook reflects our view that Univision will
be able to grow EBITDA and free cash flow leading to lower
leverage over the next 12 months. Growth in core ad revenue will
be supported by Moody's central economic projection for modest
growth in the U.S. and by favorable demographics for Spanish
language audiences. Moody's expects additional revenue growth from
retransmission fees as well as from recent investments in cable
networks. Moody's also expect the company to maintain good
liquidity. Ratings could be upgraded if operating performance or
debt reduction leads to debt-to-EBITDA being sustained below 8.5x
(including Moody's standard adjustments and excluding non-cash
revenue) and with free cash flow exceeding 3% of debt. Maintaining
good liquidity would also be necessary for an upgrade. Although
unlikely given the positive outlook, ratings could be downgraded
if there is a material slow down in revenue growth such that
Moody's does not expect debt-to-EBITDA to remain under 10x
(including Moody's standard adjustments and excluding non-cash
revenue) or if there is erosion in liquidity. Deterioration in
liquidity could be driven by an inability to sustain positive free
cash flow, an erosion in EBITDA cushion to financial covenants, or
renewed economic weakness.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Univision Communications, Inc., headquartered in New York, is a
leading Spanish-language media company in the U.S. The company's
television operations (85% of LTM September 30, 2014 revenue)
include owned and operated broadcast stations; Univision Network;
UniMas (formerly TeleFutura); as well as Univision Cable Networks
such as Galavision, Univision tlnovelas, Univision Deportes,
ForoTV, and De Pelicula. Univision Radio (10% of revenue) includes
the company's owned and operated radio stations. Digital (5% of
revenue) includes a network of online and mobile apps as well as
video, music and advertising services. Univision was acquired by a
consortium of private equity firms (including Madison Dearborn
Partners, Inc., Providence Equity Partners, Inc, Saban Capital
Group, Inc., TPG Capital, and Thomas H. Lee Partners, L.P.) for
$13.7 billion in 2007. Grupo Televisa, S.A.B. (Televisa; Baa1
stable) is a related entity owning 38% of the company largely due
to its $1.2 billion investment in Univision in 2010 for 5% direct
ownership plus an option to purchase an additional 30% of the
company at a fixed price. For the 12 months ended September 30,
2014 the company's revenue totaled $2.9 billion.


VARIANT HOLDING: Time to Remove Actions Extended to March 26
------------------------------------------------------------
Chief Bankruptcy Judge Brendan L. Shannon has authorized the
extension of the period within which Variant Holding Company, LLC,
may seek removal of actions pursuant to 28 U.S.C. Sec. 1452 and
Bankruptcy Rule 9027 to March 26, 2015.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.




VERMILLION INC: Schuler Reports 18.5% Stake as of Dec. 23
---------------------------------------------------------
Jack W. Schuler disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 23, 2014, he
beneficially owned 7,961,368 shares of common stock of Vermillion,
Inc., representing 18.5 percent of the shares outstanding.  George
Schuler also reported beneficial ownership of 3,236,290 common
shares.  A copy of the Schedule 13D, as amended, is available for
free at http://is.gd/zwBui0

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009.  Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP.  Vermillion emerged
from bankruptcy in January 2010.  The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.8 million in
2011.

As of Sept. 30, 2014, Vermillion had $18.4 million in total
assets, $5.83 million in total liabilities and $12.6 million in
total stockholders' equity.


VICTORY ENERGY: Ralph Kehle Quits From Board of Directors
---------------------------------------------------------
Mr. Ralph Kehle, a member of the board of directors of Victory
Energy Corporation, submitted his resignation from the Company's
board of directors effective Dec. 18, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

At the time of his resignation, Mr. Kehle was not a member of any
committee of the Company's board of directors.  Mr. Kehle's
resignation from the Company's board of directors did not result
from any disagreement with the Company on any matter relating to
the Company's operations, policies or practices.

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.

As of Sept. 30, 2014, the Company had $5.48 million in total
assets, $2.44 million in total liabilities and $3.04 million in
total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


VISUALANT INC: Renews Credit Facility for Six Additional Months
---------------------------------------------------------------
Visualant, Incorporated, finances its TransTech Systems, Inc.,
operations from operations and a secured credit facility with
Capital Source Business Finance Group.

On Dec. 9, 2008, TransTech Systems, Inc., entered into a
$1,000,000 secured credit facility with BFI Business Finance to
fund its operations.  On Dec. 12, 2014, the secured credit
facility was renewed for an additional six months, with a floor
for prime interest of 4.5% (currently 4.5%) plus 2.5%.  The
eligible borrowing is based on 80% of eligible trade accounts
receivable, not to exceed $1,000,000.  The secured credit facility
is collateralized by the assets of TransTech, with a guarantee by
Visualant, Inc., including all assets of Visualant.  Availability
under this Secured Credit ranges from $0 to $175,000 ($57,309 as
of Sept. 30, 2014) on a daily basis.  The remaining balance on the
accounts receivable line ($488,398) as of Sept. 30, 2014, must be
repaid by the time the secured credit facility expires on June 12,
2015, or the Company renews by automatic extension for the next
successive six month term.

                        Form 10-K Delayed

Visualant filed with the SEC a Notification of Late Filing on Form
12b-25 with respect to its annual report on Form 10-K for the year
ended Sept. 30, 2014.

"A delay in receiving financial information, questions regarding
the accounting treatment of certain financial items, and the
inability of the Registrant to incorporate that information into
the Form 10-K without unreasonable effort and expense on the part
of Registrant has caused the inability to file timely," the
Company stated in the filing.

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $6.60 million for the year ended
Sept. 30, 2013, as compared with a net loss of $2.72 million for
the year ended Sept. 30, 2012.

As of June 30, 2014, the Company had $3.46 million in total
assets, $7.09 million in total liabilities, all current, $72,713
in non-controlling interest, and a $3.70 million total
stockholders' deficit.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has sustained a net loss from operations and has
an accumulated deficit since inception.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


VERITEQ CORP: Sells $100,000 Convertible Note to KBM Worldwide
--------------------------------------------------------------
VeriTeQ Corporation entered into a securities purchase agreement
effective Dec. 26, 2014, with KBM Worldwide, Inc., an accredited
investor, pursuant to which the Company issued and sold to KBM a
convertible promissory note, bearing interest at 8% per annum in
the principal amount of $100,000, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

In accordance with the terms of the SPA, the Company agreed to pay
the Lender's expenses associated with the transaction in the
amount of $4,000.  As a result, the Company realized net proceeds
from the sale of the Note in the amount of $96,000, which is to be
used for general corporate purposes.  The terms of the SPA also
provide, for a period of six months following the effective date,
a right of first refusal to KBM for certain future financings
entered into by the Company for amounts less than $75,000.

The Note can be prepaid, at redemption premiums ranging from 10%
to 35%, until 180 days following the issuance date of the Note,
after which the Company has no right of repayment.  The Note is
convertible at a price per share equal to 61% of the average of
the lowest three trading prices of the Company's common stock
during the 10 trading days prior to conversion.  If, at any time
when the Note is outstanding, the Company issues or sells, or is
deemed to have issued or sold, any shares of its common stock in
connection with a subsequent placement for no consideration or for
a consideration per share based on a variable price formula that
is less than the conversion price in effect on the date of such
issuance of shares of common stock, then the conversion price will
be reduced to the amount of the consideration per share received
for that issuance.

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ --
http://www.veriteqcorp.com/-- offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.

As of Sept. 30, 2014, the Company had $6.77 million in total
assets, $13.96 million in total liabilities, and a $7.18 million
stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VERITY CORP: Delays Form 10-K for 2014
--------------------------------------
Verity Corp., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Sept. 30, 2014.

The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-K for the
relevant fiscal year has imposed time constraints that have
rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the registrant.  The Company
undertakes the responsibility to file that Report no later than 15
days after its original due date.

Verity anticipates a continuing loss for the year ended Sept. 30,
2014, but the size of the loss and other financial results cannot
be determined as of Dec. 30, 2014.

                            About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Verity Corp. reported a net loss attributable to the Company of
$7.59 million for the year ended Sept. 30, 2013, as compared with
a net loss attributable to the Company of $623,079 during the
prior fiscal year.

As of June 30, 2014, the Company had $2.24 million in total
assets, $5.83 million in total liabilities and a $3.59 million
total stockholders' deficit.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Sept. 30, 2013.  The
independent auditors noted that the Company has suffered recurring
losses, has negative working capital, and has yet to generate an
internal net cash flow that raises substantial doubt about its
ability to continue as a going concern.


WYNN AMERICA: S&P Assigns 'BB+' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Wynn America LLC, a subsidiary of Wynn
Resorts Ltd.  The rating outlook is stable.

S&P also assigned Wynn America's $1.25 billion credit facilities
its 'BBB-' issue-level rating (one notch higher than S&P's
corporate credit rating) and a recovery rating of '2', indicating
S&P's expectation for substantial (70%-90%) recovery for lenders
in the event of a default.  The credit facilities comprise a $375
million revolving credit facility due Nov. 20, 2019 and an $875
million delayed-draw term loan due Nov. 20, 2020.  Wynn will use
proceeds from the new credit facilities primarily for the
construction of a casino resort in Everett, Massachusetts and for
other general corporate purposes.

"Standard & Poor's bases its 'BB+' corporate credit ratings on
Wynn Resorts and its subsidiaries (Wynn America, Wynn Las Vegas,
and Wynn Macau) on the consolidated group credit profile and
application of our group ratings methodology," said Standard &
Poor's credit analyst Melissa Long.

"We consider each of the subsidiaries to be "core" entities, and
therefore rate them at the same level as Wynn Resorts.  The
subsidiaries all operate in the same line of business, are
integral to Wynn's current identity and future strategy, and are
unlikely to be sold.  Additionally, the subsidiaries are wholly or
majority owned through various entities of Wynn Resorts and share
the same brands as other group entities.  We believe the
subsidiaries are closely linked to Wynn's reputation and brand.
Additionally, Wynn Macau constitutes a significant percentage of
Wynn Resorts' total property-level EBITDA.  Furthermore, Wynn
Resorts has significant ability to extract cash flows from Wynn
Macau," S&P said.

The corporate credit rating on the Wynn Resorts family of
companies reflects S&P's assessment of the company's business risk
profile as "satisfactory" and its financial risk profile as
"significant."

The stable outlook reflects S&P's belief that, based on
performance expectations, Wynn's leverage will increase to the
mid-4x area through 2015, incorporating substantial resort
development spending in Cotai and Massachusetts over the next few
years, but that leverage will improve to the mid- to high-3x area
by the end of 2016, after the anticipated opening of the Cotai
resort earlier in the year.  At the current rating, based on S&P's
assessment of Wynn's business risk profile as "satisfactory," a
leverage spike as high as 4.5x to fund productive development
projects would not change the rating.  However, leverage sustained
below 4x on average is in line with S&P's assessment of Wynn's
financial risk profile as "significant" and S&P's current rating
and stable outlook on Wynn.

The stable outlook also reflects Wynn's significant operating cash
flow generation and cash balances, and S&P's expectation that FFO
to debt will be around 20% and EBITDA coverage of interest will
exceed 5.5x through 2015, which offset somewhat weak expected peak
debt to EBITDA through 2015.  In addition, S&P expects Wynn's
"strong" liquidity will help it to pursue and finance developments
in a manner that preserves credit quality in line with a
"significant" financial risk profile.

S&P could lower the rating if Wynn experiences meaningfully weaker
performance in Las Vegas or Macau than S&P currently expects,
which could stem from a more muted economic recovery or another
downturn in the U.S., or more prolonged weakness in the Macau
gaming market than S&P is forecasting.  A downgrade could also
occur if Wynn uses debt to fund the Cotai and Massachusetts
developments more aggressively than S&P has incorporated into its
ratings, or if Wynn pursues additional expansion opportunities
over the near term, such that S&P believes it would sustain
leverage above 4x for a prolonged period.  Additionally, a lower
rating could result if litigation involving the 2012 buyout of a
former board member's equity interests were to result in Wynn
making a significant payment on top of the already completed share
redemption.

An upgrade is unlikely over next two years, given S&P's
expectation for leverage to weaken to the mid-4x area through 2015
as the company completes its Cotai development and begins its
Massachusetts development.  Also, the potential for further
litigation and governance disruption related to the aforementioned
board member buyout, and the risk that the valuation of the
redeemed shares will be contested and could result in a higher
payout, limits rating upside.

S&P could raise the rating to 'BBB-' if it expects leverage to
stay below 3x, with spikes to the mid- to high-3x area to fund
development projects that S&P believes strengthen or preserve the
company's business risk profile.


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy at http://is.gd/9SAfJR

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide and engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.


                             *********

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.

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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Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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