TCR_Public/150218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, February 18, 2015, Vol. 19, No. 49

                            Headlines

AMERICAN SPECTRUM: Involuntary Ch.11 Filed; Creditors Want Trustee
AP-LONG BEACH: Meeting of Creditors Set for Feb. 23
ARCHDIOCESE OF MILWAUKEE: Insurance Deal Wrapped Up with Plan
BAXANO SURGICAL: Committee Files Limited Objection to Sale Motion
BAXANO SURGICAL: Hercules Wants Committee's Objection Overruled

BAXANO SURGICAL: Seeks to Implement KERP for Critical Employees
BAXANO SURGICAL: U.S. Trustee Bothered by Reselling of Assets
BINDER & BINDER: Cash Use Expires Today
CALEDONIAN BANK: Obtains TRO Staying Execution vs. Assets
CALEDONIAN BANK: Petitioners Seek to Waive Required List

CALEDONIAN BANK: Seeks U.S. Recognition of Cayman Proceeding
CONYERS 138: Files Schedules of Assets and Liabilities
CREEKSIDE ASSOCIATES: Meeting of Creditors Set for Feb. 19
DEERFIELD RANCH WINERY: Section 341(a) Meeting Set for March 20
DIXIE FOODS: Files Third Amendment to FY Ended Aug. 31 Report

EGENIX INC: Faces Conversion to Chapter 7
EXIDE TECHNOLOGIES: Has $63.3-Mil. Net Loss in Dec. 31 Quarter
FAMILY CHRISTIAN: Section 341(a) Meeting Scheduled for March 11
FAMILY CHRISTIAN: Seeks to Sell Assets to FCS for $73.8-Mil.
FL 6801: Creditors Have 45 Days After Sale Closing to File Claims

FOODS INC: Freeborn & Peters Approved as Counsel for Committee
FOODS INC: O'Keefe Okayed as Committee's Financial Advisor
FUTURE HEALTHCARE: Gregory & Assoc. Expresses Going Concern Doubt
GENERAL MOTORS: Judge Weighs Challenge to Bankruptcy Shield
GENWORTH FINANCIAL: A.M. Best Lowers Preferred Stock Rating to 'bb'

GRACE UNLIMITED: Voluntary Chapter 11 Case Summary
HERCULES OFFSHORE: Idles More Rigs in Tough Environment
JAMES RIVER COAL: BNP Paribas Holds 6.9% of Common Stock
LATEX FOAM: Court Approves Financing of Insurance Premiums
LORILLARD INC: Reports $327 Million Net Income in 4th Quarter

NATURAL MOLECULAR: Trustee Approved to Sell Assets to YOURCODE
NATURAL MOLECULAR: Trustee Authorized to Sell Assets MedTech
NEW LOUISIANA: State of Florida Balks at Palm Debtors' Sale Bid
NII HOLDINGS: Frontier Capital No Longer Owns Shares
NII HOLDINGS: UBS Group Reports 3.96% Stake as of Dec. 31

NII HOLDINGS: Vanguard No Longer Owns Shares
O.D.W. ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
OCEANSIDE MILE: Court Dismisses Reorganization Case
OKLAHOMA FARM: A.M. Best Affirms 'B-' Financial Strength Rating
OW BUNKER: Alvarez & Marsal Approved as Restructuring Advisor

OW BUNKER: Committee Wins Nod to Hire Hunton & Williams as Counsel
OW BUNKER: Files Schedules of Assets and Liabilities
OW BUNKER: Montgomery McCracken Approved as Bankruptcy Counsel
OW BUNKER: Robinson & Cole Approved as Connecticut Counsel
R&S ST ROSE: Commonwealth Says Substantive Consolidation Warranted

RADIOSHACK CORP: Files DIP Fee Letter Under Seal
RADIOSHACK CORP: G1 Execution & Susquehanna Report 7% Stake
RADIOSHACK CORP: Offering 1,800 Store Leases for Sale Feb. 24
RADIOSHACK CORP: Seeks Approval of Lease Rejection Protocol
RADIOSHACK CORP: Standard General Holds 9.9% Stake as of Feb. 5

RADIOSHACK CORP: Wants Returns, Exchanges, Warranties Honored
RETROPHIN INC: Opaleye Reports 6.9% Stake as of Dec. 31
RETROPHIN INC: Sells Products Rights to Waldun and Turing
RHYTHM & HUES: Former Officers Sued for Questionable Transactions
RYNARD PROPERTIES: Plan Confirmation Scheduled for March 11

S & A RESTAURANT: Paul Mangiamele Buys Restaurant Chain
SALADWORKS LLC: Files Ch. 11 to Facilitate Sale or Restructuring
SALADWORKS LLC: Files for Chapter 11 Bankruptcy Protection
SEARS METHODIST: Affiliates Get Green Light for Asset Sale
SPIRE CORP: Roger Little Reports 32.4% Stake as of Dec. 31

TLO LLC: Wins Nod for Payouts to Equityholders
TRAVELPORT WORLDWIDE: Angelo Gordon Reports 12.5% Stake at Dec. 31
TRAVELPORT WORLDWIDE: FMR Reports 9.8% Stake as of Dec. 31
TURNER GRAIN: Former Co-Owner Unaware of Cause of Collapse
VILTEX USA: Councilwoman Wants to Ban For-Profit Clothing Bins

WALLACE BAJJALI: Insolvent; Joplin City Ends Contract
WALTER ENERGY: Susquehanna Reports 5.5% Stake as of Dec. 31
WET SEAL: Seeks Nod of Procedures to Entertain Proposals
WITT LIQUOR: Case Summary & 10 Largest Unsecured Creditors
WORLDS INC: Files Amendment to Q1 2013 Report

[*] Perella Weinberg Said to Fire Its Restructuring Chief

                            *********

AMERICAN SPECTRUM: Involuntary Ch.11 Filed; Creditors Want Trustee
------------------------------------------------------------------
Creditors of American Spectrum Realty, Inc., filed an involuntary
petition for American Spectrum and immediately asked the U.S.
Bankruptcy Court for the Central District of California to order
the appointment of an interim Chapter 11 trustee to take over
management of the company.

D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund
III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. signed
the involuntary petition.

"The involuntary petition which commenced the case was necessitated
by the Debtor's admitted failure to pay debts as they have come
due, including substantial sums owed to Petitioning Creditors, the
Debtor's overall insolvency, numerous pending lawsuits, judgments
and foreclosure proceedings against the Debtor and its
subsidiaries, serious concerns raised about the deteriorating
financial condition of the Debtor, the gross mismanagement,
including but not limited to issues of self-dealing, commingling of
assets, and misappropriations by the Debtor's President and CEO,
the Debtor's failure to meet SEC reporting requirements, and the
Debtor's failure to call a special meeting of the Series B
shareholders to replace management despite the Debtor's duty and
the Petitioning Creditors' demand to do so," D&A's counsel, Melissa
Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, tells the
Court.

The Debtor's consolidated financials for Dec. 31, 2013 show total
assets of nearly $400 million and total revenues of over $42
million.  Unfortunately, the Debtor had a net loss of over $14
million in 2013 and serious cash flow issues with only $112,000 in
cash at the end of 2013.  In 2013 alone, the Debtor lost three
properties to foreclosure.  Despite this, it increased its accounts
payable from $7.458 million in 2012 to $8.87 million in 2013.

As of Dec. 31, 2013, the Debtor owned 30 properties, 20 additional
properties through VIEs, and manages another 30 properties owned by
a third party.

                       Petitioning Creditors

In or about December 2013, the Petitioning Creditors and the Debtor
entered into an agreement whereby the Petitioning Creditors
contributed a real estate portfolio of 19 properties valued at
$84.8 million, which included the assumption of $17.2 million of
debt, to American Spectrum Dunham Properties, LLC, an affiliate of
the Debtor, in exchange for the Debtor issuing to the Petitioning
Creditors $67.5 million worth of 8% Cumulative Preferred Stock,
Series B.  The terms of the 8% Cumulative Preferred Stock, Series
B, are set forth in the "Articles Supplementary."

In or about June 2014, the Petitioning Creditors and the Debtor
entered into a separate agreement whereby the Petitioning Creditors
agreed to surrender $47.4 million dollars' worth of 8% Cumulative
Preferred Stock, Series B, in exchange for a return of 14 of the
properties contributed by Petitioning Creditors to the Debtor.
Following this transaction, the Petitioning Creditors owned $20
million in 8% Cumulative Preferred Stock, Series B.

The Articles Supplementary at Section 3(n)(v) provide, in pertinent
part, that the following constitutes a default thereunder: The
Debtor fails to pay in full in cash any dividend on any applicable
Dividend Payment Date (as defined under the Articles Supplementary)
at the Preferred Distribution Rate (regardless of whether such
dividend has been authorized by the Board of Directors and declared
by the Debtor or whether the Debtor has legally available funds for
the payment of such dividend) and fails to cure such breach within
30 days of the applicable Dividend Payment Date.

Under Section 3(k) of the Articles Supplementary, dividend payments
are due on the first day of each calendar month.  On each of Dec.
1, 2014 and Jan. 1, 2015, dividend payments in the amount of
$66,900 plus an additional default amount of $184,000 became due to
the Petitioning Creditors.  The Debtor did not make either payment
as required.  The Debtor did not cure this breach within thirty
days either, i.e., Jan. 1, 2015 and Feb. 1, 2015.

Section 8(c)(i) of the Articles Supplementary provides that in the
event of default where dividends on any shares of Series B have
been in arrears by more than 60 days following the applicable
Dividend Payment Date, the holders of the shares of the Series B
(i.e., the Petitioning Creditors) will be entitled to vote for the
election of a number of directors of the Debtor constituting a
majority of the Board of Directors ("Preferred Directors").

Section 8(c)(iii) of the Articles Supplementary further provides
that once the Series B shareholders' voting rights have vested
pursuant to Section 8(c)(i) and upon written request of holders of
record of at least 10% of the outstanding shares of Series B, a
proper officer of the Debtor will call, or cause to be called, a
special meeting of the Series B shareholders by mailing, or causing
to be mailed, to such holders a notice of such special meeting to
be held between 10 and 20 days after the date such notice is
given.

On Jan. 30, 2015, the Petitioning Creditors submitted a written
request to the Board for a special meeting of the Series B
shareholders to appoint the Preferred Directors as provided under
the Articles Supplementary.  The Petitioning Creditors have not
received notice from any of the Debtor's officers or the Board that
a special meeting of the holders of Series B has been called for
purposes of electing and appointing the Preferred Directors.

On Feb. 10, 2015, Jeffrey Dunham had a call with Carden and Patrick
Barrett, one of the Debtor's Directors.  Based on that discussion,
it appears the Debtor's cash flow is woefully inadequate to meet
its monthly obligations, including payroll, and to maintain
operations.  On Feb. 12, 2015, Mr. Dunham again spoke to Carden and
Barrett and asked them to allow the Petitioning Creditors to
appoint the Preferred Directors as provided for in the Articles
Supplementary. They refused.

On Feb. 12, 2015, the Debtor filed a Form 8-K with the SEC which
discusses the Debtor's default to the Petitioning Creditors.  The
Debtor acknowledges the debt owed to the Petitioning Creditors and
admits that the default "is related to the Company's lack of funds
needed to pay the maturing obligations as they come due."

                SEC Reporting and Liquidity Issues

The Debtor has not filed any required SEC reports for 2014 despite
notices of non compliance from the NYSE MKT Exchange.  In fact, the
last report filed by the Debtor is its 10-K for the year ending
Dec. 31, 2013.

As noted by the Debtor's accountants in the Debtor's 2013 10-K, the
Debtor has major liquidity concerns.  The Debtor has "recurring
losses from continuing operations and relative low levels of cash
and cash equivalents.  These conditions raise substantial doubt
about its ability to continue as a going concern" and that the
liquidity issues "create uncertainty about the [Debtor's] ability
to meet its ongoing obligations in the normal course of business
without the sale of real estate assets."

The Debtor notes that it has recognized losses for both 2012 and
2013 and that it "cannot assure that [it] can achieve or sustain
profitability on a quarterly or annual basis in the future."  The
financial statements are clear that the losses in 2013 are
substantially greater than in 2012.  Consolidated net loss for 2012
was $1.8 million whereas it was $15.2 million in 2013.  As to the
Debtor, it reported net loss of $13.8 million in 2013 versus a net
income of $1.414 million in 2012.

Despite the Debtor already admitting to losses in the most recent
years, the Debtor's financials are overstated in many instances.
For example, the Debtor manages a number of individual properties
in which it owns less than a 1% financial interest, or in many
cases, no financial interest.  Yet it consolidates those properties
based on the theory that the management contract gives it control
over the partnership that owns the properties. This has the impact
of materially overstating the Debtor's revenues, cash flows, and
balance sheet.  After factoring out the improperly consolidated
entities, the Debtor has a negative net worth of $11.5 million, no
cash, and very high leverage.  After deducting VIE cash from the
Debtor's total cash for 2013, the Debtor only had $112,000 in cash
for its own ownership interests.

The Debtor's insolvency and suffering finances is further
highlighted by the multiple recent bankruptcy filings by
subsidiaries of the Debtor.

The Debtor is also involved in numerous litigation matters filed
against it which could have a significant impact on the Debtor's
finances if it is found liable and is required to pay judgment
amounts or settlement amounts.

               Debtor's Attempts to Avoid Foreclosure

On or about Jan. 28, 2015, Carden executed on behalf of American
Spectrum Dunham Properties, LLC a Quitclaim Deed transferring the
real property located at 3600 N. Verdugo Road, Glendale, CA, to
Verdugo, LLC.

On Feb. 12, 2015, Verdugo filed a Chapter 11 bankruptcy petition in
the United States Bankruptcy Court for the Central District of
California, Santa Ana Division, commencing Case No.
8:15-bk-10701-SC.

A trustee's foreclosure sale had been scheduled on the Property for
Feb. 13, 2015.  Due to the bankruptcy filing and the automatic
stay, the foreclosure sale could not go forward.  

        Carden's Self-Dealing and Misappropriation of Funds

In 2011, upon the sale of a property owned and managed by
affiliates of the Debtor, Carden was paid the sum of $400,000 which
was meant to be paid to the investors.

Carden has not explained why he was paid these monies or how such
monies were spent.

Carden acquired over $1 million worth of shares of the Debtor in
April 2012 and August 2012 but never paid any compensation to the
Debtor for such shares.  Carden asserts the purchase was made by
promissory note but the notes relating to the purchase were created
after the purchases and backdated.

The Debtor admits it pays for personal expenses of Carden saying:
"During the years ended Dec. 31, 2013 and 2012, the Debtor made
credit card payments to American Express for Mr. Carden's personal
expenses totaling $0.05 million and $0.03 million, respectively.
Mr. Carden has agreed to repay the Company for personal expenses
paid on his behalf.  As of Dec. 31, 2013, the net amount due from
Mr. Carden after application of the unpaid guarantee fees was $0.06
million, which will continue to be offset by guarantee fees payable
to Mr. Carden in 2014."

In fact, the personal use of company credit cards was one of the
reasons cited by a Board member for his resignation.

                        Chapter 11 Trustee

According to Ms. Lowe, these issues warrant the immediate
appointment of a Chapter 11 trustee:

   1. The Debtor has failed and refused to call a special meeting
of the Series B shareholders to appoint preferred directors despite
the Debtor's requirement to do so under the Articles Supplementary
and Petitioning Creditors' demand made two weeks ago.
Specifically, the Petitioning Creditors bargained for the ability
to appoint new directors in the event the Debtor failed to make
payments due and owing and otherwise defaulted under the terms of
their agreement.  The Debtor defaulted under the Articles
Supplementary by not making a dividend payment on December 1, 2014
or January 1, 2015 and not curing such defaults within thirty days.
On Jan. 30, 2015, the Petitioning Creditors sent a written demand
to the Debtor to call a special meeting so the Petitioning
Creditors could appoint new directors as the Articles Supplementary
provide.  Two weeks have passed and yet the Debtor has failed and
refused to respond to the Petitioning Creditors' demand other than
to advise that not only does the Debtor not have sufficient funds
to pay sums due and owing, but it also cannot meet its regular
monthly operating expenses.  The Debtor's response raises very
serious concerns about the operations and management of the
Debtor.

   2. Petitioning Creditors have reason to believe the Debtor's
President and Chief Executive Officer ("CEO"), William J. Carden
("Carden"), is misappropriating funds, improperly commingling
assets, and engaging in improper self-dealing. For example, the
Petitioning Creditors have been advised that Carden paid himself
$400,000 from the sale of one of the Debtor's managed properties
which should have been distributed to investors.  When confronted,
Carden apparently refused to answer any questions regarding why he
received the funds and did not pay investors or how the funds have
been spent.  The Petitioning Creditors have also been advised that
Carden acquired over $1 million worth of shares of the Debtor in
April and August 2012 but never paid any compensation to the Debtor
for such shares.  Instead, third party witnesses have confirmed
that Carden caused to be issued, and executed, two backdated
promissory notes to make it appear as if he compensated the Debtor
for the shares via promissory note.  To further his personal
interest, former employees have testified that Carden charges large
amounts of his personal living expenses to his company credit card.
Carden is clearly acting in his own best interest with absolutely
no regard for the good of the Debtor or its investors.  Carden was
asked to step down voluntarily but he refused to do so.  A Chapter
11 Trustee must be appointed immediately to stop these harmful
actions.

   3. The Debtor is being grossly mismanaged.  The Debtor has not
filed any required SEC filings for 2014, leading the SEC to issue
multiple notices of non-compliance.  The Debtor needs a substantial
amount of cash in order to complete its required SEC filings but
does not have the funds necessary to do so.  The most recent SEC
filings for 2013 admit that the Debtor is woefully insolvent,
showing a consolidated net loss in 2012 of $1.8 million and in 2013
of $15.2 million.  The Debtor's auditors (who resigned in November
2014) raise serious concerns about the Debtor's ability to continue
as a going concern due to liquidity issues. Without information for
2014, the Petitioning Creditors and other investors and creditors
are left to speculate as to the Debtor's viability but have reason
to believe the Debtor's finances have continued to deteriorate
since 2013.

   4. Based on an expert opinion provided by Charles J. McLaughlin,
the financial condition and solvency of the Debtor has been rapidly
declining over the last three years and there can be no question
that it is woefully insolvent at this time.  These conditions were
brought on by management which diverted necessary working capital
to non-critical applications, often to the personal expenditures of
Carden.  This resulted in a declining asset base which materially
reduced operating margins at the property level but at the same
time, administrative expenses and accounts payable continued to
increase and operating losses have increased.  High leverage
contributed to the problem resulting in multiple properties being
lost to foreclosure.  Given the Debtor's current cash flow
position, it appears it is unable to maintain the debt service on
its properties and could lose additional properties to foreclosure
in the near future.  The Debtor is in a classic debt spiral, having
to sell off better assets to raise working capital while retaining
poorer assets.  Current management has thwarted all efforts to
recapitalize the Debtor in an attempt to retain control while the
asset base and operating margin has been materially reduced.

   5. The Debtor has been named in numerous lawsuits alleging fraud
in many instances and claiming almost $4 million due by the Debtor
to the plaintiffs therein.  The Debtor has already suffered
judgments against it in three cases.  Litigating these matters will
no doubt be expensive not to mention the strain on the Debtor's
finances if it suffers additional judgments.

   6. The Debtor is improperly commingling monies among the
Debtor's managed properties and is taking management fees in
advance from all properties.

   7. The Debtor has failed to keep accurate accounting records and
has employed three different accounting firms in four years. The
general ledger has been out of balance since at least Feb. 22,
2014, a budget had not been completed for 2014 by April 1, 2014,
and the account for the American Express card used by Carden has
not been reconciled since 2011.

Accordingly, D&A asserts that the Court must immediately appoint an
interim Chapter 11 trustee pending an order for relief in the
involuntary Chapter 11 case.

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--
is a real estate investment company that owns, through an operating
partnership, interests in office, industrial/commercial, retail,
self-storage, retail, multi-family properties and undeveloped land
throughout the United States.  American Spectrum Management Group,
Inc., a wholly-owned subsidiary of the Company, manages and leases
all properties owned by American Spectrum Realty, Inc. as well as
for third-party clients, totaling 7 million square feet in multiple
states.  American Spectrum Realty was formed in 2000 and began
publicly trading on the New York Stock Exchange in 2001.

Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A
Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term
Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition
for American Spectrum in Santa Ana, California, on Feb. 13, 2015
(Bankr. C.D. Cal. Case No. 15-10721).

The case is assigned to Judge Scott C Clarkson.

James C Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.


AP-LONG BEACH: Meeting of Creditors Set for Feb. 23
---------------------------------------------------
The meeting of creditors of AP-Long Beach Airport LLC will be
continued on Feb. 23, at 10:00 a.m., according to a filing with the
U.S. Bankruptcy Court for the Central District of California.

The meeting will be held at the Office of the U.S. Trustee, 10th
Floor, Meeting Room 7, 915 Wilshire Boulevard, in Los Angeles,
California.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                        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.

The Debtor disclosed $44,638,372 in assets and $34,812,495 in
liabilities as of the Chapter 11 filing.


ARCHDIOCESE OF MILWAUKEE: Insurance Deal Wrapped Up with Plan
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the judge handling the bankruptcy of the
Archdiocese of Milwaukee won't rule on a settlement with insurance
companies until she issues an opinion approving or nixing the
church's reorganization plan, and there won't be a hearing on plan
approval until the U.S. Court of Appeals in Chicago says whether
the Religious Freedom Restoration Act of 1993 bars creditors from
suing a Catholic cemetery trust for a $55 million fraudulent
transfer.

As previously reported by The Troubled Company Reporter, the
insurance carriers have agreed to turn over $10.3 million to help
the Archdiocese, which is at the center of the longest running and
most contentious diocesan bankruptcy to date, settle allegations
of
clergy sexual abuse.  The settlement, if approved by a bankruptcy
judge, could more than double the compensation available to
individuals who claim they were sexually abused by the
archdiocese's priests.

The TCR also reported that the official creditors' committee
representing sexual-abuse claimants object to the $10.3 million
settlement, saying the bankruptcy court has no power to override
Wisconsin state law that prohibits blocking so-called direct action
suits where an injured person has the right to sue the insurance
company even if the perpetrator is off the hook.  The committee
argued that the federal McCarran-Ferguson Act grants "reverse
pre-emption" allowing a state statute to override federal law like
the Bankruptcy Code.

The Bloomberg report related that the judge said she wants more
briefing on several issues regarding the insurance settlement.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


BAXANO SURGICAL: Committee Files Limited Objection to Sale Motion
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Baxano Surgical Inc. submits a limited objection to the
Debtor's motion for orders approving bidding procedures, and
authorizing and approving the sale of the Debtor's assets and the
assumption and assignment of certain contracts and leases.

The Committee says it does not object to the proposed sale of the
Debtor's assets, however, the Committee believes that certain sale
proceeds should not be immediately distributed to Hercules
Technology Growth Capital, Inc., the Debtor's secured lender under
its postpetition financing facility.

The Committee reveals that it is filing an adversary proceeding
challenging certain aspects of Hercules' secured claim.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware -- rdehney@mnat.com -- says that the Committee
objects to the Sale Motion to the extent that certain sale proceeds
will be immediately distributed to Hercules before the Court has
the opportunity to consider whether these amounts are properly
included in Hercules' secured claim.  He notes that the Committee
has not yet seen a proposed sources and uses of cash from the
closings of the proposed sale transactions, which were the subject
of the auction; nor has it seen a payoff statement from Hercules.

However, Mr. Dehney notes, elements of Hercules' claim include
embedded original issue discount, part of which represents
unmatured interest and is, therefore, not recoverable under Section
502(b)(2) of the Bankruptcy Code.

The Committee submits that Hercules' claims for the Prepayment
Charge ($140,000.00), the portion of the End of Term Charge
representing OID (approximately $168,051 as of February 2, 2015),
and the portion of its purported principal representing OID in
respect of the warrants (approximately $448,717) are not likely to
be allowed.  Accordingly, the Committee objects to the distribution
of these amounts to Hercules before the Court has the opportunity
to consider the validity of these amounts and the arguments
presented in the Committee Adversary Proceeding, or, alternatively,
that any distributions be subject to clawback.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.

The Debtor's Chapter 11 plan and disclosure statement are due March
12, 2015.


BAXANO SURGICAL: Hercules Wants Committee's Objection Overruled
---------------------------------------------------------------
Hercules says the bankruptcy proceeding of Baxano Surgical Inc. was
filed without a stalking horse purchaser and was in danger of
yielding nothing for unsecured creditors and a large potential
deficiency claims for Hercules.  The DIP financing, consensual use
of cash collateral and carve-outs provided by Hercules, at its
risk, insured payment of all budgeted administrative expenses and
has resulted in a successful auction wherein the Debtor's estate
will receive $7,760,000 in gross proceeds for the sale of certain
of its assets, Nicholas J. Brannick, Esq., at Cole Schotz P.C., in
Wilmington, Delaware -- nbrannick@coleschotz.com -- tells the
Court.

"In exchange for this successful result, the Committee now seeks to
ignore the spirit of the DIP financing that it previously welcomed,
the requirements of the Final DIP Order, and the proposed sale
orders with the Debtor's purchasers, all of which the Committee
reviewed without objection," Mr. Brannick contends.  He argues,
among other things, that the simple act of filing a complaint with
unproven (and in Hercules' view very weak) allegations does not
entitle the Committee to an involuntary revision to the DIP
facility or an order approving a motion for reconsideration of the
Financing Orders where no such motion has even been filed.

Accordingly, Hercules asks the Court to overrule the Committee's
objection.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.

The Debtor's Chapter 11 plan and disclosure statement are due March
12, 2015.


BAXANO SURGICAL: Seeks to Implement KERP for Critical Employees
---------------------------------------------------------------
Baxano Surgical, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve its implementation of a key
employee retention program for certain of the Debtor's critical
employees, and to authorize the payments contemplated in that
program.

In December 2014, the Debtor sought and obtained approval of its
Employee Retention and Incentive Plans and payments.  Pursuant to
the KERP/KEIP Motion, as later modified, the Debtor sought
authorization to implement a: (i) key employee retention program
for its National Sales Director and Assistant Controller for
payments totaling $55,000 upon satisfaction of certain conditions;
and (i) key employee incentive program for the Debtor's Vice
President of Operations for proposed payments totaling $75,000 upon
satisfaction of certain benchmarks, with the payments to the
Debtor's employees under both programs not to exceed $130,000.

By this Motion, the Debtor seeks authority and approval of the
implementation of a second Proposed Retention Plan for select
employees.  The employees, who will be participants in the Proposed
Retention Plan are Robert Cook, Charles Torres, Amelia Smith, Toma
Barker and Gretchen McReynolds.

The Debtor asserts that each of the Retention Plan Participants is
intimately involved in its day to day operations and provides
services that are critical to the success of the Debtor's sale
efforts.  The Debtor assures the Court that none of these Retention
Plan Participants are its officers or directors and none are
"insiders" of the Debtor, within the meaning of Section 101(31) of
the Bankruptcy Code.

The total amount of the proposed payments to these five individuals
is $55,000, of which (i) Robert Cook will receive $18,500; (ii)
Charles Torres will receive $12,000; (iii) Amelia Smith will
receive $7,500; (iv) Toma Barker will receive $11,000; and (v)
Gretchen McReynolds will receive $6,000.  The Retention Plan
Payments represent approximately fourteen percent of each
participant's annual salary.

The Court will convene a hearing on February 20, 2015, at 10:00
a.m., to consider the Motion.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.

The Debtor's Chapter 11 plan and disclosure statement are due March
12, 2015.


BAXANO SURGICAL: U.S. Trustee Bothered by Reselling of Assets
-------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
submits his Reservation of Rights to the motion filed by debtor
Baxano Surgical Inc. for orders (i) approving bidding procedures,
and (ii) authorizing and approving the sale of the Debtor's assets
and the assumption and assignment of certain contracts to the
extent the Debtor seeks approval of the sale of its assets to
ExWorks Capital Fund I, L.P., and other proposed buyers.

On December 31, 2014, the Debtor filed a Notice of Designation of a
Stalking Horse and Filing of Stalking Horse Agreement and Stalking
Horse Blackline, indicating that the Debtor had designated ExWorks
Capital Fund I, L.P. as the Stalking Horse.  The Stalking Horse
Agreement reflected that the Stalking Horse was purchasing only
certain of the Debtor's assets, for a purchase price of $4
million.

The U.S. Trustee asserts that the Notice of Designation did not
indicate that ExWorks's bid was on behalf of another entity, nor
did it otherwise reference the name of any other entity connected
to ExWorks's bid.  However, the U.S. Trustee says, the revised
proposed order, which the Debtor filed at the same time indicated
that ExWorks "has disclosed that it is purchasing the Acquired
Assets with the intent of re-selling the Acquired Assets to
Amendia, Inc. under a separate agreement between the Purchaser and
Amendia."  The proposed sale order further discloses that "Amendia
was a potential bidder to purchase the Acquired Assets directly
from the Debtor."

The separate agreement between ExWorks and Amendia has not been
filed or otherwise made publicly available, although a copy was
provided to the counsel to the U.S. Trustee, upon her request, the
U.S. Trustee tells the Court.

The U.S. Trustee leaves the Debtor to its burdens on the Motion,
including its burden to establish that ExWorks is a good faith
purchaser under Section 363(m) of the Bankruptcy Code and is
entitled to the protections afforded to a good faith purchaser, as
well as its burden to establish grounds to extend any Section 363
protection to non-buyer Amendia.

The U.S. Trustee also reserves any and all rights to object to the
sale to ExWorks, or any of the other proposed buyers of the
Debtor's assets, based on the evidence admitted by the Debtor at
the sale hearing.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.

The Debtor's Chapter 11 plan and disclosure statement are due March
12, 2015.


BINDER & BINDER: Cash Use Expires Today
---------------------------------------
The Bankruptcy Court previously entered an order extending until
Feb. 18, 2015, the interim authorization of Binder & Binder – The
National Social Security Disability Advocates (NY), LLC, et al., to
obtain postpetition financing and use cash collateral.

The Court scheduled a hearing on Feb. 17, 2015, at 2:00 p.m., to
consider granting the Debtors further authorization to use cash
collateral.

As reported in the Troubled Company Reporter on Feb. 2, 2015,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Official Committee of Unsecured Creditors
objected to the proposed postpetition financing of Binder & Binder,
complaining that the financing from Capital One NA and U.S. Bank NA
is "a model of overreaching by a secured creditor" that the
company's expert testified as having $10 million in excess
collateral.  The creditor panel adds that the loan is intended to
spur a liquidation.

Capital One and U.S. Bank, which are Binder & Binder's prepetition
lenders, agreed to provide a postpetition revolving credit facility
in an aggregate principal amount not to exceed $26 million, subject
to reductions.  Interest on the outstanding balance of the DIP
Credit Facility is payable monthly in arrears at an annual rate of
the Base Rate plus 4.25%, calculated each month on the basis of the
actual number of days elapsed and a 360-day year.  From and after
the occurrence of a default or an event of default under any of the
DIP Loan Documents, a default rate of interest of an additional
5.0% per annum over the rate otherwise applicable is payable on
demand on the outstanding balance of the DIP Credit Facility and
all other DIP Obligations.

                     About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with
operating scale and efficiencies unrivaled by its competitors in
the highly fragmented advocacy market.  The company has more than
950 employees in 35 offices across the United States.  In 2010,
H.I.G. Capital, LLC acquired a controlling equity interest in the
company.

Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec.
18, 2014.  The cases are assigned to Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.



CALEDONIAN BANK: Obtains TRO Staying Execution vs. Assets
---------------------------------------------------------
Keiran Hutchison and Claire Loebell of Ernst & Young Ltd., the duly
authorized joint official controllers of Caledonian Bank Limited,
which is subject to a controllership as confirmed by the Grand
Court of the Cayman Islands, sought and obtained from the U.S.
Bankruptcy Court for the Southern District of New York entry, on an
ex parte basis, of a temporary restraining order staying execution
against the assets of the Debtor, applying Section 362 of the
Bankruptcy Code in the chapter 15 case on a provisional basis, and
scheduling a hearing on the Petitioners' request for a preliminary
injunction.

A hearing on the Petitioners' application for a preliminary
injunction will be held at 2:00 p.m. (prevailing Eastern time) on
Feb. 25, 2015.

The Court found and concluded as follows:

    a) The Petitioners have demonstrated a substantial likelihood
of success on the merits that the Debtor is the subject of a
pending foreign main proceeding and that the Petitioners are the
foreign representative of the Debtor;

    b) The Petitioners have demonstrated that without a stay on
execution against the Debtor's assets and the protections of
Section 362 of the Bankruptcy Code, there is a material risk that
the Debtor will suffer irreparable harm to the value of its
business, assets, and property as a result of potential enforcement
and collection efforts of creditors pending the disposition of the
Chapter 15 Petition;

    c) No injury will result to any party that is greater than the
harm to the Debtor's business, assets and property in the absence
of the requested relief, and that the interests of the public will
be served by this Court's granting of the relief requested by the
Petitioners; and

    d) Due to the nature of the relief requested, the Court finds
that no security is required under Rule 65(c) of the Federal Rules
of Civil Procedure as made applicable in the cases by Rule 7065 of
the Federal Rules of Bankruptcy Procedure.

A copy of the Petitioners' Motion for a Temporary Restraining Order
is available for free at:
http://bankrupt.com/misc/CBL_TRO_Motion.pdf

                       About Caledonian Bank

Caledonian Bank Limited is a wholly-owned subsidiary of Caledonian
Global Financial Services, Inc., a well-known specialized financial
services provider in the Cayman Islands.  Caledonian Bank was
incorporated in the Cayman Islands in 2007, and its registered
office and headquarters is located in Georgetown, Grand Cayman,
Cayman Islands.

On Feb. 10, 2015, the sole shareholder of the Debtor, CGFSI, passed
resolutions placing the Debtor into voluntary liquidation under the
Companies Law (2013 Revision) and appointing Gordon MacRae and
Eleanor Fisher of Zolfo Cooper (Cayman) Limited as the joint
voluntary liquidators ("JVLs") of Caledonian Bank.

On Feb. 11, 2015, the JVLs filed a petition with the Cayman Court
seeking, among other relief, court authorization to control the
affairs of, and court supervised liquidation of, the Debtor.

Keiran Hutchison and Claire Loebell of Ernst & Young Ltd., as the
joint controllers ("Petitioners"), filed a Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 15-10324) for Caledonian Bank Limited in

Manhattan in the United States on Feb. 16, 2015.  The case is
assigned to Judge Martin Glenn.

As of Jan. 31, 2015, Caledonian Bank had assets of $585 million,
$388 million of which was cash on deposit with other financial
institutions or liquid fixed income investments, and liabilities of
$560 million, $520 million of which was repayable to depositors on
demand.

Geoffrey T. Raicht, Esq., at Proskauer Rose LLP, serves as counsel
in the U.S. case.

Caledonian Bank estimated $500 million to $1 billion in assets and
debt.


CALEDONIAN BANK: Petitioners Seek to Waive Required List
--------------------------------------------------------
Keiran Hutchison and Claire Loebell of Ernst & Young Ltd. -- the
joint controllers of Caledonian Bank Limited in the controllership
of the Debtor as confirmed by the Grand Court of the Cayman Islands
-- move the U.S. Bankruptcy Court for an order granting a waiver
from the requirement of Rule 1007(a)(4) of the Federal Rules of
Bankruptcy Procedure that the Petitioners file a list containing
the names and addresses of all entities against whom provisional
relief is being sought under Section 1519 of title 11 of the United
States Code.

The Confidential Relationships Preservation Law (2009 Revision)
(the "CRPL") of the Cayman Islands mandates that banks keep the
identity of their depositors confidential, and violations of the
CRPL can result in criminal penalties for offenders.

The information with respect to the identity of the Debtor's
depositors meets the standards set forth in Section 107(b) of the
Bankruptcy Code and Bankruptcy Rule 9018 requiring protection of
the estate, business and/or proprietary information. Indeed, by its
very nature the names and addresses of the Debtor's depositors
constitute confidential information pursuant to the CRPL. Public
disclosure of such information may expose the Petitioners and the
Debtor to liability under the CRPL.  Thus, waiving the requirement
of Bankruptcy Rule 1007(a)(4) that the Petitioners disclose the
identities of all entities against which provisional relief is
sought, i.e., the Debtor's depositors, is necessary to protect the
Petitioners and Debtor and to ensure compliance with the CRPL.

                       About Caledonian Bank

Caledonian Bank Limited is a wholly-owned subsidiary of Caledonian
Global Financial Services, Inc., a well-known specialized financial
services provider in the Cayman Islands.  Caledonian Bank was
incorporated in the Cayman Islands in 2007, and its registered
office and headquarters is located in Georgetown, Grand Cayman,
Cayman Islands.

On Feb. 10, 2015, the sole shareholder of the Debtor, CGFSI, passed
resolutions placing the Debtor into voluntary liquidation under the
Companies Law (2013 Revision) and appointing Gordon MacRae and
Eleanor Fisher of Zolfo Cooper (Cayman) Limited as the joint
voluntary liquidators ("JVLs") of Caledonian Bank.

On Feb. 11, 2015, the JVLs filed a petition with the Cayman Court
seeking, among other relief, court authorization to control the
affairs of, and court supervised liquidation of, the Debtor.

Keiran Hutchison and Claire Loebell of Ernst & Young Ltd., as the
joint controllers ("Petitioners"), filed a Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 15-10324) for Caledonian Bank Limited in

Manhattan in the United States on Feb. 16, 2015.  The case is
assigned to Judge Martin Glenn.

As of Jan. 31, 2015, Caledonian Bank had assets of $585 million,
$388 million of which was cash on deposit with other financial
institutions or liquid fixed income investments, and liabilities of
$560 million, $520 million of which was repayable to depositors on
demand.

Geoffrey T. Raicht, Esq., at Proskauer Rose LLP, serves as counsel
in the U.S. case.

Caledonian Bank estimated $500 million to $1 billion in assets and
debt.


CALEDONIAN BANK: Seeks U.S. Recognition of Cayman Proceeding
------------------------------------------------------------
Keiran Hutchison and Claire Loebell of Ernst & Young Ltd. --
appointed by Cayman Islands regulators as joint controllers --
filed a Chapter 15 bankruptcy petition for Caledonian Bank Limited
in the United States to seek recognition of its liquidation
proceedings in the Cayman Island.

On Friday, Feb. 6, 2015, the Securities and Exchange Commission
commenced an action, captioned Securities and Exchange Commission
v. Caledonian Bank Ltd., et al., against the Debtor, Caledonian
Securities, and three other entities in the United States District
Court for the Southern District of New York. See Civ. A. No. 15-894
(WHP) (the "SEC Action").  The complaint alleges violations of
Section 5 of the Securities Act of 1933 (15 U.S.C. Sec. 77e) and
suggests that, from January 2013 to August 2013, the Debtor
profited from the sale of common stock in four shell companies that
did not have a valid registration statement on file or in effect,
as required by Section 5.  The Debtor disputes the complaint's
allegations.  Later that same day, Judge William H. Pauley III of
the United States District Court for the Southern District of New
York (the "District Court") granted the SEC's application for a
temporary restraining order freezing the Debtor's United
States-based assets, including all amounts held in the Northern
Trust Account and the Morgan Stanley Account, and ordering
repatriation of proceeds from the Debtor's stock sales to the
United States (the "TRO").

The freezing of such a large percentage of the Debtor's assets had
a crippling effect on the Debtor's liquidity.  Upon learning that
the Debtor's United States assets were frozen, the Debtor's
customers began making requests to withdraw funds from their
accounts with the Debtor.  The withdrawal requests began the
evening of Feb. 6 and continued throughout the weekend.  The
Debtor, recognizing its only hope to continue as a going concern
was to free up liquidity to meet its customers' requests,
immediately engaged in negotiations with the SEC to modify the TRO.
The Debtor and SEC negotiated through the weekend of Feb. 7 and 8,
ultimately reaching an agreement to modify the TRO, which was
entered as an order by the District Court. The TRO was further
modified on Monday, Feb. 9, 2015, and the District Court entered an
agreed order that waived the asset freeze and repatriation
provisions, subject to the limitation that the Debtor must maintain
a balance of at least $10 million in cash in the Northern Trust
Account and $66.7 million in securities in the Morgan Stanley
Account.  The Debtor hoped that the unfreezing of its United States
assets would calm its depositors and allow it to meet the
withdrawal demands of its customers.

While the Debtor was negotiating with the SEC over the Feb. 7 and 8
weekend, it also reviewed (i) all withdrawal requests that had been
received since the close of business on Feb. 6th; (ii) the Debtor's
cash, cash-equivalents and readily realizable assets, including
those assets that would be made available pursuant to the modified
TRO; and (iii) the likely number of withdrawal requests the Debtor
would receive when it opened for business on Monday, Feb. 9.  Based
upon its review and the expectation that the SEC would agree to
modify the TRO, the Debtor determined that it should be able to
meet withdrawal requests and concluded that the Debtor should open
for business as normal on Feb. 9.

However, on Feb. 9 the Debtor received a substantially larger
number of withdrawal requests than expected, rendering the Debtor
cash flow insolvent.  As a result of the Debtor's depositors'
demands, the Debtor suspended operation of all services, including
accepting deposits and processing withdrawals, on Feb. 9, 2015.

In response to the Debtor's suspension of services, CIMA exercised
its regulatory powers under the BTC Law.  Pursuant to section
18(1)(v) of the BTC Law, CIMA has the authority to appoint a
controller that has all the powers of a receiver or manager of a
business appointed under section 18 of the Bankruptcy Law (1997
Revision).

On Feb. 10, 2015, the Cayman Islands Monetary Authority appointed
Keiran Hutchison and Claire Loebell of Ernst & Young Ltd. as the
Debtor's joint controllers pursuant to the BTC Law.  Also on Feb.
10, 2015, and after the Petitioners were appointed as the Debtor's
joint controllers, the sole shareholder of the Debtor, CGFSI,
passed resolutions placing the Debtor into voluntary liquidation
under the Companies Law (2013 Revision) and appointing Gordon
MacRae and Eleanor Fisher of Zolfo Cooper (Cayman) Limited as the
joint voluntary liquidators ("JVLs") of the Debtor.

On Feb. 11, 2015, the JVLs filed a petition with the Cayman Court
seeking, among other relief, court authorization to control the
affairs of, and court supervised liquidation of, the Debtor.  The
Petitioners objected to the JVLs' petition on the grounds that they
are charged with the administration of the Debtor's estate and made
an oral application to the Cayman Court to confirm their powers
under section 18 of the BTC Law.

On Feb. 12, 2015, the Cayman Court dismissed the JVLs' petition and
granted the Petitioners' oral application.  The Cayman Order makes
clear that the JVLs have no power or control over the Debtor and
that all powers over the Debtor rest with the Petitioners.

The Cayman Order empowers the Petitioners to take necessary actions
to protect the Debtor's assets and prevent any further diminution
in value of the Debtor's assets.  The Cayman Order confirms the
Petitioners' powers granted to them under section 18 of the BTC Law
and section 18 of the Bankruptcy Law and authorizes the Petitioners
to act in accordance with such powers.  Specifically, the
Petitioners may, among other things:

   -- assume control of and collect all property and assets of the
      Debtor;

   -- locate and recover all debts due to the Debtor;

   -- make such compromise or other arrangement with creditors of
the
      Debtor in respect of any debts of the debtor, including the
      proposal of a scheme of arrangement;

   -- commence a proceeding under chapter 15 of the Bankruptcy
Code;
      and

   -- apply to the Cayman Court for relief or direction in
connection
      with their powers.

The Petitioners seek Chapter 15 recognition in order to aid in the
orderly administration of the Cayman Proceeding.  Absent
recognition of the Cayman Proceeding under chapter 15 and
imposition of the automatic stay, depositors of the Debtor may
attempt to seize the Debtor's assets located in the United States.
Indeed, the Petitioners are aware that certain depositors of the
Debtor have already retained Cayman counsel.  The Petitioners fear
a "race to the courthouse" scenario, whereby certain creditors are
able to seize the Debtor's United States assets for such creditors'
exclusive benefit.  Such a result would harm the Debtor's creditors
as a whole.  Recognition of the Cayman Proceeding under Chapter 15
will prevent such a scenario and ensure the Petitioners can carry
out their duties pursuant to the Cayman Order.

A copy of the verified petition for an order recognizing a foreign
main proceeding:

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

                       About Caledonian Bank

Caledonian Bank Limited is a wholly-owned subsidiary of Caledonian
Global Financial Services, Inc., a well-known specialized financial
services provider in the Cayman Islands.  Caledonian Bank was
incorporated in the Cayman Islands in 2007, and its registered
office and headquarters is located in Georgetown, Grand Cayman,
Cayman Islands.

On Feb. 10, 2015, the sole shareholder of the Debtor, CGFSI, passed
resolutions placing the Debtor into voluntary liquidation under the
Companies Law (2013 Revision) and appointing Gordon MacRae and
Eleanor Fisher of Zolfo Cooper (Cayman) Limited as the joint
voluntary liquidators ("JVLs") of Caledonian Bank.

On Feb. 11, 2015, the JVLs filed a petition with the Cayman Court
seeking, among other relief, court authorization to control the
affairs of, and court supervised liquidation of, the Debtor.

Keiran Hutchison and Claire Loebell of Ernst & Young Ltd., as the
joint controllers ("Petitioners"), filed a Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 15-10324) for Caledonian Bank Limited in

Manhattan in the United States on Feb. 16, 2015.  The case is
assigned to Judge Martin Glenn.

As of Jan. 31, 2015, Caledonian Bank had assets of $585 million,
$388 million of which was cash on deposit with other financial
institutions or liquid fixed income investments, and liabilities of
$560 million, $520 million of which was repayable to depositors on
demand.

Geoffrey T. Raicht, Esq., at Proskauer Rose LLP, serves as counsel
in the U.S. case.

Caledonian Bank estimated $500 million to $1 billion in assets and
debt.


CONYERS 138: Files Schedules of Assets and Liabilities
------------------------------------------------------
Conyers 138, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,900,000
  B. Personal Property            $7,806,197
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,704,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $101,852
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $559,425
                                 -----------      -----------
        Total                    $11,706,197       $3,365,277

A copy of the amended schedules is available for free at:

          http://bankrupt.com/misc/Conyers138_18_SAL.pdf

The Debtor disclosed $11,656,197 in assets and $2,901,830 in
liabilities in the prior iteration of the schedules.

                        About Conyers 138

Conyers 138, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 14-73659) in Atlanta, Georgia, on Dec. 1, 2014,
without stating a reason. The Law Offices of Evan M. Altman, Esq.,
in Atlanta, serves as the Debtor's counsel.



CREEKSIDE ASSOCIATES: Meeting of Creditors Set for Feb. 19
----------------------------------------------------------
The meeting of creditors of Creekside Associates Ltd. will be
continued on Feb. 19, at 2:00 p.m., according to a filing with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                    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.


DEERFIELD RANCH WINERY: Section 341(a) Meeting Set for March 20
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Deerfield Ranch
Winery, LLC, has been set for March 20, 2015, at 11:00 a.m. at
Santa Rosa U.S. Trustee Office.  Creditors have until June 18,
2015, to submit their proofs of claim.

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

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

Deerfield Ranch Winery, LLC, filed a Chapter 11 bankruptcy petition
(Bank. N.D. Cal. Case No. 15-10150) on Feb. 13, 2015.  The Debtor
estimated assets and liabilities of $10 million to $50 million.
Scott H. McNutt, Esq., and Shane J. Moses, Esq., at McNutt Law
Group LLP serve as the Debtor's counsel.  Jigsaw Advisors LLC acts
as the Debtor's restructuring financial advisor.  Judge Alan
Jaroslovsky is assigned to the case.


DIXIE FOODS: Files Third Amendment to FY Ended Aug. 31 Report
-------------------------------------------------------------
Dixie Foods International, Inc., filed with the U.S. Securities and
Exchange Commission on Feb. 9, 2015, a third amendment to its
annual report on Form 10-K for the fiscal year ended Aug. 31, 2014.
A copy of the Form 10-K/A is available at http://is.gd/n27UVu

As of Aug. 31, 2014, the Company has a working capital deficit of
$8.26 million and an accumulated deficit of $20.46 million.  The
Company has yet to generate internal cash flow sufficient to fund
its growth, debt service and corporate expenses.  Thus, the
continuation of the Company as a going concern is dependent upon
the continued financial support from its management, and its
ability to: identify future investment opportunities and obtain the
necessary debt or equity financing and generate profitable
operations from the Company's future operations.  These factors
raise substantial doubt regarding the Company's ability to continue
as a going concern.

The Company reported a net loss of $10.7 million on $6.37 million
of revenue for the fiscal year ended Aug. 31, 2014, compared to a
net loss of $6.4 million on $4.5 million of revenue for the same
period in the prior year.

The Company's balance sheet at Aug. 31, 2014, showed $4.63 million
in total assets, $9.74 million in total liabilities, $1 million in
Class B membership units, and a stockholders' deficit of
$6.11 million.

                        About Dixie Foods

Las Vegas, Nev.-based Dixie Foods International, Inc., operates
as a fast casual restaurant. It operates sandwich shops in
Dallas-Fort Worth, Texas; Orange, San Diego, and Southern Los
Angeles counties in California; and Las Vegas, Nevada.  The
company also develops and operates Papa John's in Fresno,
Sacramento, and Central Valley trade areas.

The Company reported a net loss of $4.23 million on $1.98 million
of revenue for the three months ended Nov. 30, 2014, compared with

a net loss of $1.02 million on $1.28 million of revenue for the
same period in 2013.

The Company's balance sheet at Nov. 30, 2014, showed $5.3 million
in total assets, $12 million in total liabilities, and a
stockholders' deficit of $9.18 million.



EGENIX INC: Faces Conversion to Chapter 7
-----------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Trustee said Egenix Inc., a developer
of therapies to inhibit the growth of cancers, is "beyond
rehabilitation" and further time spent in Chapter 11 will only
result in continuing loss.

According to the report, the U.S. Trustee said lack of accurate
records and mismanagement, coupled with the speculative nature of
the company's research, suggest that creditors would be best served
if the case were converted to liquidation in Chapter 7 where an
independent trustee is appointed.  A Chapter 7 trustee is better
suited to liquidate assets and pursue lawsuits against former
management and others that would allow for a greater distribution
to unsecured creditors, the U.S. Trustee said, the report related.

                        About Egenix, Inc.

Headquartered in LaGrangeville, New York, Egenix, Inc., is a
privately held biotechnology company focused on developing
innovative cancer therapeutics.

Egenix, Inc., sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 14-12818) on Dec. 28, 2014.  David R. Hurst, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Delaware,
serves as counsel.

Egenix sought bankruptcy protection in order to facilitate the
restructuring of the Company's balance sheet and capital structure.
Upon the commencement of the Company's chapter
11 case, William T. Nolan was appointed as the Company's Chief
Restructuring Officer.



EXIDE TECHNOLOGIES: Has $63.3-Mil. Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Exide Technologies filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $63.3 million on $693 million for the three months ended Dec.
31, 2014, compared with a net loss of $34.5 million on
$760 million for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $1.92 billion
in total assets, $2.23 billion in total liabilities, and a
stockholders' deficit of $305.7 million.

The ability of the Company to continue as a going concern is
predicated upon, among other things, the confirmation of a
reorganization plan, compliance with the provisions of the DIP
Credit Agreement, the ability of the Company to generate cash flows
from operations, and where necessary, obtaining financing sources
sufficient to satisfy future obligations.  As a result of the
Chapter 11 filing, and consideration of various strategic
alternatives, including possible assets sales, the Company expects
that any reorganization plan will likely result in material changes
to the carrying amount of assets and liabilities in the
Consolidated Financial Statements.  Given this uncertainty there is
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/p5TKTS

                    About Exide Technologies

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

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

LLP represented the Debtors in their successful restructuring.

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

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

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

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

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

                            *     *     *

In November 2014, the Bankruptcy Court terminated Exide's exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

Exide already has a plan of reorganization in place.  Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes.  The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee.  A full-text copy of
the Disclosure Statement dated Nov. 17, 2014, is available at
http://bankrupt.com/misc/EXIDEds1117.pdf

In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee.  The shareholders have objected to the Plan.



FAMILY CHRISTIAN: Section 341(a) Meeting Scheduled for March 11
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Family Christian,
LLC, has been set for March 11, 2015, at 10:00 a.m. at Office of
U.S.Trustee (The Ledyard Building).

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

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

Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.

Family Christian, LLC, Family Christian Holding, LLC, and
FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015.  The petition was
signed by Chuck Bengochea as president and CEO.  The Debtors
estimated assets and liabilities of $50 million to $100 million.

The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.


FAMILY CHRISTIAN: Seeks to Sell Assets to FCS for $73.8-Mil.
------------------------------------------------------------
Family Christian, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Western District of Michigan to sell
substantially all of their assets for $73.8 million to FCS
Acquisition, LLC, a newly-formed subsidiary of a non-debtor company
known as Family Christian Resource Centers, Inc., which owns 100%
of the Debtors' holding company.

The aggregate consideration for the Assets consists of: (a) $28
million in cash; (b) the assumption by the Buyer of the Assumed
Real Property Leases that the Parties estimate the present value of
to be $43.8 million, and (c) the assumption of other accrued
operating liabilities related to employees, gift cards and other
items described in the Purchase Agreement that the Parties estimate
to be $2 million.

Subject to Court approval, the Purchase Agreement contemplates a
closing of the sale and purchase of the Assets on or before May 4,
2015, with a targeted closing date of April 30, 2015.

In order to comply with the deadlines set forth in the Purchase
Agreement, the Debtors ask the Court to set April 8, 2015, 5:00
p.m. (prevailing Eastern time), as the deadline by which a
competing bid for the Assets must be submitted, and April 13, 2015,
as the date for any auction to occur if the Debtors receive one or
more qualifying bids.

                     About Family Christian

Family Christian LLC, a Georgia-based Christian merchandise
retailer, sought protection under Chapter 11 of the Bankruptcy Code
on Feb. 12, 2015, following years of sales decline, various news
sources reported.  The lead case is Case No. 15-00642 (Bankr. W.D.
Mich.).

The Debtors are represented by A. Todd Almassian, Esq., at Keller &
Almassian PLC, in Grand Rapids, Michigan, and Erich Durlacher,
Esq., Brad Baldwin, Esq., and Bryan Glover, Esq., at Burr & Forman
LLP, in Atlanta, Georgia.



FL 6801: Creditors Have 45 Days After Sale Closing to File Claims
-----------------------------------------------------------------
U.S. Bankruptcy Judge Shelley C. Chapman established the
administrative claims bar date in the Chapter 11 cases of FL 6801
Spirits LLC, et al., as 45 days after the closing date at 5:00 p.m.
A party asserting an administrative claim for all claims arising
from June 1, 2014, until the sale closing date.

FL 6801 Spirits, LLC, announced that the company and Z Capital
Partners, the private-equity fund manager that acquired most of its
assets, closed on the sale on Jan. 14, 2015.

Proofs of administrative claim will be submitted to Prime Clerk by
U.S. Postal Service mail or overnight delivery to:

         Prime Clerk
         Attn: FL 6801 Spirits LLC
         830 Third Avenue, 9th Floor
         New York, NY 10022

Any administrative claim sent in any other manner, including by
facsimile, telecopy, or electronic mail transmission, shall not be
accepted.

                      About FL 6801 Spirits

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

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

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

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

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

The Associations are represented by Alan F. Kaufman, Esq., at
Hinshaw & Culbertson LLP; and Charles M. Tatelbaum, Esq., at Tripp
Scott PA.



FOODS INC: Freeborn & Peters Approved as Counsel for Committee
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Foods, Inc., to retain Freeborn & Peters LLP
as its counsel.

Freeborn agreed to grant a discount of approximately 10% off of its
standard hourly rates as an accommodation to the Committee and to
the estates.  The rates will range from $250 per hour for new
associates to $615 per hour for senior partners.  Paraprofessional
services will be billed at $200 per hour.

The hourly rates for the Freeborn professionals expected to have
primary responsibility for the cases are:

   Richard S. Lauter (partner)            $615
   Thomas R. Fawkes (partner)             $530
   Devon Eggert (partner)                 $370
   Elizabeth L. Janczak (associate)       $290

To the best of the Committee's knowledge, Freeborn does not hold or
represent any interest adverse to the Committee or the
creditors of the Debtors' estates.

                        About Foods Inc.

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has been
employee owned pursuant to an ESOP with 97% of the ownership held
by the ESOP.  The remaining 3% is owned by certain past and present
members of management and other former employees.

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

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

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

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.



FOODS INC: O'Keefe Okayed as Committee's Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Foods, Inc., to retain O'Keefe & Associates
Consulting, LLC as its financial advisor, effective Nov. 24, 2014.

O'Keefe & Associates will, among other things:

   1. review and analyze the Debtors' weekly financial and cash
flow performance as compared to their budget;

   2. review the Debtors' historical operating results, recent
performance, business plan and associated restructuring initiatives
and advise the Committee regarding the Debtors' business plans,
cash flow forecasts, financial projections, cash flow reporting,
claims, and plan alternatives; and

   3. advise the Committee with respect to available capital
restructuring and sale and financing alternatives, including
providing options regarding potential courses of action and
assisting with the design, structuring and negotiation of
alternative restructuring or transaction structures.

The hourly rates of professionals assigned to the cases are:

   i) Tyler Mayoras (managing director)         $300
  ii) David Distel (partner)                    $300

From time to time, it may be necessary for other O'Keefe
professionals to provide services to the Committee.  For calendar
year 2014, the standard billing rates for additional O'Keefe
professionals are:

         Senior Consultants               $250 - $270
         Associates                       $220 - $250
         Paraprofessionals                   $100

To the best of the Committee's knowledge, O'Keefe does not hold or
represent any interest adverse to the Committee or the creditors of
the Debtors' estates.

                        About Foods Inc.

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has been
employee owned pursuant to an ESOP with 97% of the ownership held
by the ESOP.  The remaining 3% is owned by certain past and present
members of management and other former employees.

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

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

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

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.



FUTURE HEALTHCARE: Gregory & Assoc. Expresses Going Concern Doubt
-----------------------------------------------------------------
Future Healthcare of America filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.

Gregory & Associates, LLC, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred losses, an accumulated deficit and has a
short-term note payable in excess of anticipated cash.

The Company reported a net loss of $1.73 million on $3.82 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $19,100 on $4.42 million of revenue in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $1.24 million
in total assets, $1.62 million in total liabilities and total
stockholders' deficit of $377,000.

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

                       http://is.gd/Q4oqeo

Future Healthcare of America, through its subsidiary, Interim
Healthcare of Wyoming, Inc., provides home healthcare and
healthcare staffing services in Wyoming and Montana, the United
States.  The company offers home care services, including senior
care and pediatric nursing; and physical, occupational, and speech
therapy through registered nurses, therapists, LPN's, and
certified home health aides.  It also provides nurses, nurse
aides, and management services to hospitals, prisons, schools,
corporations, and other health care facilities.  The company was
founded in 1991 and is based in Palm Beach, Florida.



GENERAL MOTORS: Judge Weighs Challenge to Bankruptcy Shield
-----------------------------------------------------------
Joseph Checkler and Mike Spector, writing for The Wall Street
Journal, reported that U.S. Bankruptcy Judge Robert Gerber in New
York expressed concerns over whether General Motors Co. should be
allowed to keep a bankruptcy shield blocking legal claims by some
customers seeking damages over a defective ignition switch.

According to the report, the shield prevents customers from suing
for compensation for declining resale values and injuries tied to
older GM compact cars that were equipped with the defective
ignition switch.  The Journal noted that Judge Gerber's decision is
pivotal for plaintiffs seeking billions of dollars in damages in
purported class-action suits on account of the defective switch,
which can jostle out of the run position and cut power to air bags
and other safety features.

                       About General Motors

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

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

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

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

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.

On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'.  The
Rating Outlook is Positive.  Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the subsidiary,
and Fitch does not expect the subsidiary to be an active issuer
going forward.  Fitch has also withdrawn GM Holdings' unsecured
credit facility rating of 'BB+' as the subsidiary is no longer a
borrower on the facilities.

The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes.  The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.


GENWORTH FINANCIAL: A.M. Best Lowers Preferred Stock Rating to 'bb'
-------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR) to
A- (Excellent) from A (Excellent) and the issuer credit ratings
(ICR) to "a-" from "a" of Genworth Life Insurance Company (GLIC)
(Wilmington, DE), Genworth Life Insurance Company of New York (New
York, NY) and Genworth Life and Annuity Insurance Company
(Richmond, VA), the key life/health subsidiaries of Genworth
Financial, Inc. (Genworth) [NYSE: GNW].  Additionally, A.M. Best
has downgraded the ICR to "bbb-" from "bbb" of Genworth and its
existing debt ratings by one notch.  The ratings had been under
review with negative implications since Dec. 18, 2014.  The outlook
assigned to all ratings is stable.

The ratings downgrade follows Genworth's recent reporting of
fourth-quarter 2014 results, which reflected the substantial
completion of its long-term care insurance (LTC) active life margin
review.  Additionally, management confirmed its intention to
conduct a thorough review of Genworth's businesses, encompassing
holding company debt reduction and a multistep restructuring plan
to streamline operations.

Driving the downgrade is A.M. Best's opinion that Genworth's LTC
business is likely to exhibit volatility going forward due to the
limited credibility of claims data (particularly with later-stage
claim duration data), the profile of its inforce block and the
challenge of achieving regulatory approval for actuarially
justified rate increases.  A.M. Best notes the continued poor
performance of the acquired block (i.e., business acquired before
1996).  Additionally, roughly one-third of Genworth's older vintage
organically written LTC contracts, amounting to $1.1 billion, have
lifetime benefits.  (Genworth has slightly more than $2.5 billion
of total inforce LTC premium.)  A.M. Best believes that it is
important for Genworth to take actions to reduce this tail risk,
such as policyholders accepting reduced benefits in lieu of higher
premiums.

In the near to medium term, the company is unlikely to experience
growth in sales of life insurance, annuities or long-term care,
which may pressure operating results in this segment.  Genworth may
also face additional challenges within the U.S. mortgage insurance
(USMI) segment regarding its ability to execute one or more
reinsurance transactions to comply with the yet-to-be finalized
Private Mortgage Insurance Eligibility Requirements (PMIERs)
capital standards.  While the performance of USMI recently has been
trending favorably, it will likely take a few years for the
business to contribute significant dividends.  Genworth's Canadian
and Australian mortgage insurance operations continue to generate
solid cash flows that the holding company will rely on primarily to
service its debt obligations.  As management has committed to
refraining from taking dividends from the domestic life/health
companies in the near to medium term, A.M. Best will monitor
Genworth's ability to source healthy dividends from the mortgage
insurance operations if a sell-down of either Australian and/or
Canadian operation is undertaken.

A.M. Best notes that Genworth plans to allocate new money to
slightly lower credit quality assets over the long term.  This
concern is mitigated by the organization's seasoned investment
management team, its sound risk-adjusted capital position at the
life/health entities and good financial flexibility at the holding
company, with more than $1.1 billion of cash and liquid assets.
Additionally, A.M. Best views favorably Genworth's plans to
repatriate the LTC business currently at its Bermuda affiliate,
Brookfield Life and Annuity Insurance Company Limited.  Moreover,
A.M. Best recognizes Genworth's favorable history of achieving
premium rate increases on its inforce blocks.  The ability of the
company to successfully obtain state regulatory approvals for rate
actions, achieve expense savings from the corporate consolidation
and divest non-core operations and unprofitable blocks of business
are key factors driving the firm's future profitability.

A.M. Best believes future positive rating actions could occur if
LTC profitability substantially improves, GLIC's risk-adjusted
capital is maintained at or above current levels and operating
performance of the mortgage insurance operations continues to trend
favorably.  Negative rating actions may occur if a material
weakness in internal controls is identified, if GLIC's
risk-adjusted capital falls below A.M. Best's expectations, or if
another significant reserve charge on the inforce LTC block is
taken.

The ICR has been downgraded to "bbb-" from "bbb" for Genworth
Financial, Inc. and Genworth Holdings, Inc.

The following debt ratings have been downgraded:

Genworth Holdings, Inc. (guaranteed by Genworth Financial, Inc.)

-- to "bbb-" from "bbb" on $300 million 8.625% senior unsecured
notes, due 2016

-- to "bbb-" from "bbb" on $600 million 6.515% senior unsecured
notes, due 2018

-- to "bbb-" from "bbb" on $400 million 7.70% senior unsecured
notes, due 2020

-- to "bbb-" from "bbb" on $400 million 7.20% senior unsecured
notes, due 2021

-- to "bbb-" from "bbb" on $750 million 7.625% senior unsecured
notes, due 2021

-- to "bbb-" from "bbb" on $400 million 4.9% senior unsecured
notes, due 2023

-- to "bbb-" from "bbb" on $400 million 4.8% senior unsecured
notes, due 2024

-- to "bbb-" from "bbb" on $300 million 6.50% senior unsecured
notes, due 2034

-- to "bb" from "bb+" on $600 million fixed/floating rate junior
subordinated notes, due 2066

Genworth Global Funding Trusts—program rating to "a-" from "a"

-- to "a-" from "a" on all outstanding notes issued under the
program

The following indicative debt ratings on securities available under
universal shelf registration have been downgraded:

Genworth Financial, Inc.

-- to "bbb-" from "bbb" on senior unsecured debt

-- to "bb+" from "bbb-" on subordinated debt

-- to "bb" from "bb+" on preferred stock

Genworth Holdings, Inc.

-- to "bbb-" from "bbb" on senior unsecured debt

-- to "bb+" from "bbb-" on subordinated debt

-- to "bb" from "bb+" on preferred stock


GRACE UNLIMITED: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Grace Unlimited Ventures, LLC
        1551 Arrowpoint Lane
        Charlotte, NC 28273

Case No.: 15-30202

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 16, 2015

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Laura T. Beyer

Debtor's Counsel: David R. Badger, Esq.
                  DAVID R. BADGER, P.A.
                  Suite 118, Atherton Lofts
                  2108 South Boulevard
                  Charlotte, NC 28203
                  Tel: (704) 375-8875
                  Fax: (704)375-8835
                  Email: davebadger@badgerlawnc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Henry Emezie, managing member.

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


HERCULES OFFSHORE: Idles More Rigs in Tough Environment
-------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Houston drilling company Hercules Offshore Inc. is idling an
additional five rigs in the Gulf of Mexico, leaving only six of its
units operational as of this morning, saying low oil prices have
exacerbated an already-difficult environment.

"This rapid decline," Chief Executive John Rynd said in an earnings
call, referring to the recent $40 per barrel decline, "came at a
particularly bad time as it coincided with many of our customers
planning cycles, some of whom have yet to finalize their 2015
budgets, which makes our planning and outlook even more uncertain,"
the DBR report cited.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water  
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.1 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.1 million in 2011.
As of Sept. 30, 2014, the Company had $2.19 billion in total
assets, $1.42 billion in total liabilities and $767 million in
stockholders' equity.

                           *     *     *

The Troubled Company Reporter reported on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore's Corporate
Family Rating to 'B2' from 'B3'.  Hercules' B2 CFR is supported by
its improved cash flow and lower leverage on the back of increased
drilling activity and higher day-rates in the Gulf of Mexico.

As reported by the TCR on Dec. 30, 2014, S&P lowered its corporate
credit rating on Hercules Offshore Inc. to 'B-' from 'B'.  The
downgrade reflects S&P's estimate for increased leverage as a
result of lower day-rates and utilization for the company's
offshore rigs, both in the company's Domestic Offshore and
International Offshore segments.  S&P's estimates of lower
utilization and day-rates are a result of S&P's expectation of
decreased offshore drilling given lower oil prices.  S&P now
expects FFO to debt to be below 12% and debt to EBITDA to exceed
5x
in 2015.


JAMES RIVER COAL: BNP Paribas Holds 6.9% of Common Stock
--------------------------------------------------------
BNP Paribas Arbitrage, SNC and BNP Paribas Securities Corp. said in
a joint Schedule 13G filing with the Securities and Exchange
Commission that they may be deemed to beneficially own 2,477,324
shares -- or 6.9% -- of James River Coal Co. common stock.  A copy
of the filing is available at http://is.gd/8sodyV

                           About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for
$52 million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


LATEX FOAM: Court Approves Financing of Insurance Premiums
----------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulated order approving
Latex Foam International, LLC, et al.'s premium finance agreement
with respect to payment and security for US Premium Finance.

Upon the subjoined consent of the Debtors, the Official Committee
of Unsecured Creditors and Wells Fargo Bank, NA, the agreement
provides for:

   1. the financing of the insurance premiums to be paid for the
Debtor's insurance policies;

   2. the Debtor to pay USPF all sums due pursuant to the
agreement; and

   3. for the full rights of USPF pursuant to the agreement and
controlling state law to be fully preserved and protected.

In the event that the Debtor defaults upon any of the terms of the
agreement, USPF may exercise the rights as it may otherwise have
under state law, but for the pendency of the proceeding and,
without the necessity of further application to the Court, cancel
all insurance policies listed on the agreement or any amendment
thereto, and receive and apply all unearned insurance premiums to
the account of the Debtor.

                         About Latex Foam

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

LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.

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

LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.

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

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

On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors.   The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.



LORILLARD INC: Reports $327 Million Net Income in 4th Quarter
-------------------------------------------------------------
Lorillard, Inc., reported net income of $327 million on $1.76
billion of net sales for the three months ended Dec. 31, 2014,
compared to net income of $281 million on $1.74 billion of net
sales for the same period a year ago.

For the year ended Dec. 31, 2014, the Company reported net income
of $1.18 billion on $6.99 billion of net sales compared to net
income of $1.18 billion on $6.95 billion of net sales during the
prior year.

As of Dec. 31, 2014, the Company had $3.50 billion in total assets,
$5.69 billion in total liabilities and a $2.18 billion total
shareholders' deficit.

"Lorillard finished the year in impressive fashion, delivering
strong fourth quarter financial and operating results, marked by
continued robust cigarette pricing realization, the 12th
consecutive year of market share gains and tight cost controls -
resulting in 13% adjusted earnings per share growth in the quarter
and almost 8% in the full year.  Once again, Lorillard shareholders
were rewarded with another year of double-digit total shareholder
returns as measured by EPS growth and the dividend yield," said
Murray S. Kessler, Lorillard Chairman, president and CEO.  "These
results in 2014 are even more remarkable in the context of our
continued investments in building the blu eCigs brand both
domestically and internationally and without the benefit of share
repurchases in the second half of 2014, which have been
discontinued as a result of our pending acquisition."

"Overall, we are very pleased that the fundamentals of our
Cigarettes segment continue to lead the industry, owing to the
ongoing market share gains from our flagship Newport brand, while
at the same time our Electronic Cigarettes segment continues to be
at the forefront of product innovation and consumer acceptance in
the burgeoning e-cigarette category," Mr. Kessler continued.

"It should also be noted that these solid results have been
accomplished while we have been working diligently towards
completing our previously announced combination with Reynolds
American.  Assuming the transaction is approved, it would deliver
significant and immediate value to Lorillard shareholders, while
also providing for meaningful upside opportunity for Lorillard
shareholders through their approximate 15% ownership of the
combined company," Mr. Kessler concluded.

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

                        http://is.gd/V4e85X

                          About Lorillard

Lorillard, Inc. is the manufacturer of cigarettes in the United
States.  Its Newport is a menthol flavored premium cigarette
brand.  In addition to the Newport brand, its product line has
four additional brand families marketed under the Kent, True,
Maverick and Old Gold brand names.

                           *    *    *

This concludes the Troubled Company Reporter's coverage of
Lorillard, Inc.,
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level sufficient

to warrant renewed coverage.




NATURAL MOLECULAR: Trustee Approved to Sell Assets to YOURCODE
--------------------------------------------------------------
U.S. Bankruptcy Judge Marc Barreca authorized Mark Calvert, the
Chapter 11 trustee for Natural Molecular Testing Corporation to
sell certain assets to YOURCODE, Inc., pursuant to an asset
purchase agreement dated Jan. 20, 2015.

The Trustee related that one of the conditions precedent to the
sale was YOURCODE negotiating a new lease with the Debtor's
landlord.  YOURCODE was unsuccessful in doing so.  YOURCODE filed
its modification on Dec. 16, 2014, indicating that YOURCODE was
only interested in purchasing certain intellectual property assets
and a GMC Sierra truck.

The Court overruled the objections filed by the Committee, and the
joinder to the Committee's objection by Christopher M. Alston.

The APA provides that, among other things, YOURCODE agreed to these
as consideration of the acquired assets:

   1. cash of $10,000, plus the trustee's actual cost of providing
copies of data on servers as requested by purchaser, payable at
closing; and

   2. a promissory note of $240,000, payable in 24 monthly payments
of $10,000 per month, first payment to begin June 1, 2015, with no
interest and no repayment penalty.

As reported in the Troubled Company Reporter on Jan. 23, 2015, the
trustee submitted a revised form of APA between the Debtor,
YourCode, Inc., and Beau Fessenden, Keith Tyacke, and Ken Webert as
shareholders of YourCode.

The bankruptcy trustee of NMTC had sought court approval month to
sell almost all of the company's assets to YOURCODE.  One of
YOURCODE's shareholders is former NMTC officer Beau Fessenden who
is facing a lawsuit filed by the company.  Under the proposed sale,
the company will receive $25,000 in cash once it closes the sale,
and deferred payment of $361,000 evidenced by a promissory note
issued at closing, bearing interest at 1 percent per annum.

NMTC will also receive royalty payments of 5% of cash revenue
received by YOURCODE for the five years following the closing.
YOURCODE is only allowed to pay up to $2 million per year or
$10 million in the aggregate.

A copy of the Asset Purchase Agreement is available at:

                       http://is.gd/wZ08k6

                     About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel.  The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.



NATURAL MOLECULAR: Trustee Authorized to Sell Assets MedTech
------------------------------------------------------------
U.S. Bankruptcy Judge Marc Barreca authorized Mark Calvert, the
Chapter 11 trustee for Natural Molecular Testing Corporation, to
sell the Debtor's assets pursuant to an Asset Purchase Agreement
with MedTech National, Inc., dated Jan. 27, 2015.

The APA with Medtech, or its assignee which must have a minimum
equity of $1 million, provides that the consideration for the
acquired assets will consist of:

   1. cash of $25,000 payable upon Court approval and
non-refundable upon the sale order becoming a final order; and

   2. a promissory note in the principal amount of $285 bearing
interest at 6 percent per annum, payable in 40 monthly installments
of principal and interest in the amount of $8,500, plus a final
payment of $3,415, pursuant to the amortization schedule.
The Court overruled all objections and responses to the sale
motion.

                     About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker &
Willig, Inc., P.S., serves as its bankruptcy counsel.  The closely
held company said assets are worth more than $100 million while
debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.



NEW LOUISIANA: State of Florida Balks at Palm Debtors' Sale Bid
---------------------------------------------------------------
The State of Florida, Agency for Health Care Administration
objected in part to the motion of Palm Terrace Debtors -- CHC-CLP
Operator Holding, LLC, CHC-SPC Operator, Inc., SA-Lakeland, LLC,
SA-Clewiston, LLC and SA-St. Petersburg, LLC -- for entry of an
order approving bidding procedures in connection with sale of
substantially all of their assets, and approving break-up fee.

AHCA is a governmental unit and creditor that licenses, certifies,
and regulates health care facilities, including nursing home
facilities.

AHCA objected to any attempt by the Palm Terrace Debtors to
circumvent AHCA's police and regulatory power to license, certify,
and regulate nursing homes; to approve the sale or transfer of a
nursing home facility and license through the Change of Ownership
(CHOW); to approve or deny Medicaid provider applications; and to
identify overpayments, fines, and monies owed to AHCA and collect
from nursing home buyers and transferees as authorized by law.

                           Sale Motion

As reported in the Troubled Company Reporter on Feb. 9, 2015,
three affiliates of New Louisiana Holdings LLC sought court
approval to sell almost all of their assets at auction.

In their motion, SA-Lakeland LLC and two other operators of skilled
nursing facilities in Florida asked the U.S. Bankruptcy Court for
the Western District of Louisiana to approve a bidding process that
will allow them to solicit offers for the assets.

Pursuant to the bidding procedures, potential buyers must submit
offers on or before March 25, at 12:00 p.m.  

The bid must be accompanied by a cash deposit of not less than 5%
of the purchase price.  It must also include a written evidence of
an unconditional commitment for financing by a bank, and the
bidder's ability to consummate the deal.

The bidding process allows the companies to select a stalking horse
bidder and offer a breakup fee of up to 2.5% of the purchase price,
according to court filings.

The companies will hold an auction on March 31 if it receives at
least one offer other than the stalking horse bid.  The sale of the
assets to the winning bidder will be considered at a hearing
scheduled for April 7.

AHCA is represented by:

         Lourdes A. Naranjo, Esq.
         Assistant General Counsel
         8333 N.W.53rd Street, Suite 300
         Miami, FL 33166
         Tel: (305)-718-5906
         Fax: (305)-718-5960
         E-mail: Lourdes.naranjo@ahca.myflorida.com

         Debora E. Fridie
         Assistant General Counsel
         2727 Mahan Drive, Mail Stop No. 3
         Tallahassee, FL 32308
         Tel: (850)-412-3641
         Fax: (850)-922-6484
         E-mail: Debora.fridie@ahca.myflorida.com

                   About New Louisiana Holdings

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

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

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

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

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

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

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



NII HOLDINGS: Frontier Capital No Longer Owns Shares
----------------------------------------------------
Frontier Capital Management Co., LLC, said in a Schedule 13G/A
(Amendment No. 1) filing with the Securities and Exchange
Commission that it no longer holds shares of common stock of NII
Holdings Inc.  A copy of Frontier's filing is available at
http://is.gd/voCvl2

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
were publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and 12 wholly owned subsidiaries sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.  The Debtors have tapped
Jones Day as counsel and Prime Clerk LLC as claims and noticing
agent.  NII Holdings disclosed $1.22 billion in assets and $3.068
billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.

NIU Holdings LLC, holder of 100% of the equity of Nextel
International (Uruguay), LLC, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015.
NIU Holdings is a direct subsidiary of Netherlands-based NIHD
Telecom Holdings, B.V., and affiliated with debtors NII Holdings,
Inc., et al.  NIU Holdings' principal asset is its equity
Interests in Nextel Uruguay.  The Debtor estimated its assets at
$500 million to $1 billion and debt at $0 to $50,000.


NII HOLDINGS: UBS Group Reports 3.96% Stake as of Dec. 31
---------------------------------------------------------
UBS Group AG said in a Schedule 13G (Amendment No. 2) filing with
the Securities and Exchange Commission that it may be deemed to be
the beneficial owner of 6,819,865 shares, or roughly 3.96%, of the
common stock of NII Holdings Inc as of Dec. 31, 2014.  A copy of
USB's filing is available at http://is.gd/FJCMh9

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
were publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and 12 wholly owned subsidiaries sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.  The Debtors have tapped
Jones Day as counsel and Prime Clerk LLC as claims and noticing
agent.  NII Holdings disclosed $1.22 billion in assets and $3.068
billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.

NIU Holdings LLC, holder of 100% of the equity of Nextel
International (Uruguay), LLC, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015.
NIU Holdings is a direct subsidiary of Netherlands-based NIHD
Telecom Holdings, B.V., and affiliated with debtors NII Holdings,
Inc., et al.  NIU Holdings' principal asset is its equity Interests
in Nextel Uruguay.  The Debtor estimated its assets at $500 million
to $1 billion and debt at $0 to $50,000.


NII HOLDINGS: Vanguard No Longer Owns Shares
--------------------------------------------
The Vanguard Group - 23-1945930 declared in a Schedule 13G/A
(Amendment No. 1) filing with the Securities and Exchange
Commission that it no longer holds shares of common stock of NII
Holdings Inc.  A copy of Vanguard's filing is available at
http://is.gd/umHMhn

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
were publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and 12 wholly owned subsidiaries sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.  The Debtors have tapped
Jones Day as counsel and Prime Clerk LLC as claims and noticing
agent.  NII Holdings disclosed $1.22 billion in assets and $3.068
billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured
creditors.

NIU Holdings LLC, holder of 100% of the equity of Nextel
International (Uruguay), LLC, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015.
NIU Holdings is a direct subsidiary of Netherlands-based NIHD
Telecom Holdings, B.V., and affiliated with debtors NII Holdings,
Inc., et al.  NIU Holdings' principal asset is its equity
Interests in Nextel Uruguay.  The Debtor estimated its assets at
$500 million to $1 billion and debt at $0 to $50,000.


O.D.W. ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: O.D.W. Enterprises, Inc.
        P.O. Box 57901
        New Orleans, LA 70157

Case No.: 15-10367

Chapter 11 Petition Date: February 16, 2015

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  Email: leo@congenilawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Otis D. Witt, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb15-10367.pdf


OCEANSIDE MILE: Court Dismisses Reorganization Case
---------------------------------------------------
The U.S. Bankruptcy Court granted Oceanside Mile LLC's motion to
dismiss its Chapter 11 case.  The Court held a hearing on the
dismissal motion in January.

Secured lender First-Citizens Bank & Trust Company filed a limited
objection to the Debtor's motion, stating that no dismissal is
proper until a final order has been entered resolving the fee
application and First-Citizens has been reimbursed for its allowed
fees and costs.  If the case is dismissed prior to that time, the
Court will have no jurisdiction to enforce the settlement agreement
and its terms relating to legal fees and costs, and there is no
other forum where First-Citizens' entitlement to legal fees can be
properly and efficiently adjudicated.  The approved settlement
agreement entitled First Citizens to file an application with the
Bankruptcy Court seeking reimbursement for its reasonable legal
fees and costs pursuant to Section 506(b) of the Bankruptcy Code
within 30 days of the notice of the deposit of the funds.

As reported in the TCR on Jan. 6, 2015, the Debtor asked the
Bankruptcy Court to dismiss its case as it has paid in full its
prepetition secured creditor and it has the support from other
creditors on its proposal to exit bankruptcy.

Stuart I. Koenig, Esq., of Creim Macias Koenig & Fery, LLP, related
that as of the Petition Date, the Debtor was current on its monthly
payments to First Citizens Bank & Trust Company, and was also
current on real property taxes.  The senior secured loan became due
by its terms of Oct. 20, 2013, and the Bank was unwilling to extend
the terms.  During the course of the bankruptcy case, the Debtor
retained a real estate broker in an effort to sell its hotel, but
because of a number of issues, including the bankruptcy filing
itself, the Debtor was not able to find a willing broker.  At the
same time the Debtor was trying to sell the Hotel, it was also
engaged in efforts to refinance the loan with First Citizens.
Fortunately, the Debtor was able to close a new loan and satisfy
its obligations to First Citizens.

The Debtor filed its Plan of Reorganization on Jan. 7, 2014.  The
Plan provided for, among other things, a three-year note to the
Bank, at the same rate of interest provided for in the original
loan with a balloon payment due at the end of the term.  The Bank
made clear to the Debtor its objections to the Plan and its intent
to challenge, among other issues, the valuation of the Hotel and
the feasibility of the Plan.  Recognizing the costs that would be
incurred in a confirmation battle, both the Debtor and the Bank
realized it was in their mutual best interests to resolve their
disputes rather than go to war.

On Feb. 25, 2014, the Debtor filed its motion to approve the
settlement it reached with the Bank.  Under the terms of the
Court-approved settlement, the Bank agreed to give the Debtor
through Oct. 31, 2014 to pay its claim in full.  The Bank and Mayo
Group LLC, the junior secured creditor, further agreed that the
Debtor could sell the Hotel through a private sale or refinance the
Hotel without the necessity of a further order of the Court.

The Debtor was able to refinance the obligation to the Bank and on
Oct. 22, 2014, the Court heard, on an ex parte basis, a motion by
the Debtor to approve postpetition financing to pay the note held
by First Citizens.  The motion to approve postpetition financing
was granted by the Court and the order was entered on Oct. 22,
2014.

Thereafter, on Oct. 30, 2014, the Debtor's refinance closed, and
the note held by First Citizens was paid in full.  As a result, the
sale of the Hotel was taken off calendar.

As a result of the payment in full of First Citizens claim, the
only remaining to be resolved are the allowed attorney's fees of
First Citizens, per the terms of the Settlement Agreement, and the
final fees of the Debtor's counsel.  The hearing on the allowance
of attorney's fees for First Citizens, and the final fee
application of the Debtor's counsel are both set for hearing at the
same date and time as the Motion to Dismiss.

Other than First Citizens, the only secured creditor is the Mayo
Group.  The Mayo Group, a member of the Debtor and holder of a
secured claim in the amount of $2,000,000, consents to the
dismissal of the case.

The Debtor has two administrative creditors, its bankruptcy
counsel, Creim Macias Koenig & Frey LLP and the administrative
claim of First Citizens.  Pursuant to the terms of the settlement,
the Debtor has deposited into a segregated account maintained by
CMKF, $325,000, the maximum agreed upon fees of First Citizens.
CMFK has reached an agreement with the Debtor regarding the payment
of its allowed fees and consents to the dismissal of the case at
this time.

The Debtor has three priority tax creditors, including the Internal
Revenue Service at $4,680, the Broward County Board of County
Commissioners and the Broward County Code Enforcement.  During the
course of its refinance, the Debtor resolved the claims of both the
Broward County Board of County Commissioners and the Broward County
Code Enforcement.  The Debtor will pay the claim of the IRS, in
full, prior to the hearing on the Motion to Dismiss.

The Debtor believed its prepetition unsecured claims totaled
$128,000.  The Debtor has reached an agreement with its prepetition
professionals regarding their claims and they do not have an
objection to the dismissal of the case.  Trade creditors also
support the Debtor's effort to get out of bankruptcy.

First-Citizens is represented by:

         Craig H. Averch, Esq.
         Roberto J. Kampfner, Esq.
         WHITE & CASE LLP
         633 West Fifth Street, Suite 1900
         Los Angeles, CA 90071
         Tel: (213) 620-7700
         Fax: (213) 452-2329
         E-mail: caverch@whitecase.com
                 rkampfner@whitecase.com

                      About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13.1 million in total assets and $8.37 million in total
liabilities.  Judge Barry Russell presides over the case.

The Debtor was represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.



OKLAHOMA FARM: A.M. Best Affirms 'B-' Financial Strength Rating
---------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B- (Fair) and the issuer
credit ratings of "bb-" of the members of Oklahoma Farm Bureau
Group: Oklahoma Farm Bureau Mutual Insurance Company and its wholly
owned subsidiary, AgSecurity Insurance Company, collectively
referred to as Oklahoma Farm Bureau.  All companies are domiciled
in Oklahoma City, OK.

The revised outlook to stable from negative reflects Oklahoma Farm
Bureau's improved underwriting results and operating earnings in
recent years along with adequate risk-adjusted capitalization.
Despite the continuation of frequent and severe weather-related
events in its operating state, Oklahoma Farm Bureau's underwriting
results have significantly improved in recent years, and in 2014,
the group will report its first underwriting profit in the past
five years.  These results are reflective of management's ongoing
initiatives, which include strengthening of the reinsurance
program, significant rate increases, increased deductibles,
stricter underwriting guidelines, reduced exposure in
catastrophe-prone areas and a de-emphasis in its property book of
business, as well as improved spread of its overall risk.  The
declining premium volume, along with surplus growth in 2013 and
2014 also has resulted in increased overall capitalization.  In
addition, other income remains positive and when combined with
generally favorable capital returns, has partially mitigated
underwriting losses and declining net investment income over the
past five years.  Lastly, Oklahoma Farm Bureau maintains a
conservative investment portfolio and continues to report favorable
reserve development on an accident and calendar year basis.

Oklahoma Farm Bureau's negative rating factors include volatile
operating results and surplus loss over the past five years,
largely due to significant underwriting losses and declining net
investment income.  With the exception of 2014, Oklahoma Farm
Bureau reported underwriting losses in four of the past five years
due to frequent and severe weather events, mainly windstorms and
tornados.  Consequently, the group's five-year average combined
ratio and pre-tax returns on revenue and equity compare unfavorably
with the industry composite norms.  In addition to underwriting
losses, Oklahoma Farm Bureau's net investment income has declined
over the past five years due to recently increased investment
expenses and the record low interest rate environment.  Finally, as
a single state writer with a geographic concentration of risk in
the state of Oklahoma, underwriting results remain exposed to
frequent and severe weather-related events, as well as judicial,
economic and legislative concerns.

Negative rating actions could occur if Oklahoma Farm Bureau's
operating performance significantly falters or if there is material
deterioration in its capitalization.  Any positive rating movement
is contingent upon the group's ability to report consistent and
sustained operating profitably while maintaining supportive
risk-adjusted capitalization.


OW BUNKER: Alvarez & Marsal Approved as Restructuring Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court authorized O.W. Bunker Holding North
America Inc., et al., to employ Alvarez & Marsal North America,
LLC, as restructuring advisor, nunc pro tunc to the Petition Date.

A&M will assist the Debtors with respect to management of the
overall restructuring process, the development of a process for
selling substantially all of the Debtors assets, and supporting
restructuring negotiations among the Debtors, their advisors, and
their creditors with respect to an overall exit strategy for the
chapter 11 cases.

The Debtor will compensate A&M according to their customary hourly
rates.

         Managing Directors              $725 - $925
         Directors                       $500 - $725
         Analysts/Associates             $325 - $525

In the 90 days prior to the Petition Date, A&M received retainers
and payments totaling $50,000 in the aggregate for services
rendered and expenses incurred for the Debtors.  A&M has applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.

To the best of the Debtors' knowledge, information, and belief, A&M
neither holds nor represents any interest adverse to the Debtors or
to their respective estates in the matters for which A&M is
proposed to be retained.  Accordingly, the Debtors believe that A&M
is a "disinterested person," as defined in 11 U.S.C. Sec. 101(14).

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



OW BUNKER: Committee Wins Nod to Hire Hunton & Williams as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of O.W. Bunker Holding
North America, Inc. et al., to retain Hunton & Williams LLP as its
counsel, nunc pro tunc to Nov. 28, 2014.

The Committee, in an amended motion, requested that Hunton &
Williams be compensated on an hourly basis, plus reimbursement of
the actual and necessary expenses that Hunton & Williams incurs, in
accordance with the ordinary and customary rates which are in
effect on the date the services are rendered, subject to
discounts.

Peter S. Partee, Sr. (whose standard hourly rate is $1,020) and
Michael P. Richman (whose standard hourly rate is $1,020) will
invoice the Committee at these discounted hourly rate of $800 for
the duration of the Chapter 11 cases.  All other Hunton & Williams'
professionals will invoice at a 10% discount from their standard
hourly rates, provided, however, that no Hunton & Williams'
professional will invoice at an hourly rate greater than $800.

The current standard and discounted hourly rates, titles and years
of admission to the bar for the attorneys and paralegal at Hunton &
Williams who are expected to have primary responsibility for the
case are:

                                      Agreed          Agreed
Attorney            Standard Rate    Discounted     Discounted
--------            (Nov-Dec 2014)     Rate            Rate
                    -------------  (Nov-Dec 2014)   (Jan. 2015)
                                   --------------   -----------
Peter S. Partee, Sr.,
partner (1992)        $1,020            $800            $800

Michael P. Richman,
partner (1979)        $1,020            $800            $800

Andrew Kamensky,
partner (1997)          $815            $733            $774

Robert A. Rich,
associate (2009)        $595            $535            $567

Constance Andonian,
parelagal               $325            $292            $301

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



OW BUNKER: Files Schedules of Assets and Liabilities
----------------------------------------------------
O.W. Bunker Holding North America Inc., filed with the U.S.
Bankruptcy Court for the District of Connecticut its schedules of
assets and liabilities, disclosing just $200 plus undetermined
amounts in assets and $0 in liabilities.  A copy of the schedules
is available for free at:

    http://bankrupt.com/misc/O.W.Bunker_205_dec_SAL-related.pdf

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



OW BUNKER: Montgomery McCracken Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized O.W. Bunker Holding North
America Inc., et al., to employ Montgomery, McCracken, Walker &
Rhoads, LLP, as bankruptcy counsel, nunc pro tunc to the Petition
Date.

The hourly rates of MMWR's professionals are:

         Partners                        $330 - $690
         Of Counsel                      $385 - $630
         Associates                      $280 - $440
         Paralegals:                     $140 - $240

In the 90 days prior to the Petition Date, the Debtors paid MMWR a
retainer of $100,000 in connection with and in contemplation of
filing the Chapter 11 cases.  On Nov. 13, 2014, MMWR drew down the
entire amount of the retainer for payment of the fees and expense
incurred prior to the Petition Date.

To the best of the Debtors' knowledge, MMWR is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Dec. 23, 2014,
since the firm's initial engagement on Nov. 13, 2014 as detailed in
the engagement letter among the Debtors and MMWR, the MMWR
professionals providing services to the Debtors have worked closely
with the Debtors' management and other professionals in assisting
with the myriad requirements of the Chapter 11 cases. Consequently,
the Debtors believe that MMWR has developed
significant relevant experience and expertise regarding the Debtors
and the unique circumstances of these cases.

The Debtors say at this time, it is not possible to estimate the
number of professional hours that will be required to perform the
services contemplated by the Engagement Letter.

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



OW BUNKER: Robinson & Cole Approved as Connecticut Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized O.W. Bunker Holding North America Inc., et al., to
employ Robinson & Cole LLP as Connecticut counsel, nunc pro tunc to
Nov. 13, 2014.

Robinson & Cole will assist the Debtors' lead bankruptcy counsel,
Montgomery McCracken Walker & Rhoads LLP.  Robinson & Cole will
coordinate its efforts and services with those rendered by
Montgomery McCracken to avoid unnecessary duplication of services
or other inefficiencies.

Robinson & Cole will, among other things:

   a) advise the Debtors of their rights, powers and duties as
debtors and debtors-in-possession and the continued possession or
operation of their businesses and management of their properties;

   b) advise the Debtors concerning and assisting in financing or
cash collateral orders or transactions; and

   c) review the nature and validity of liens asserted against the
property or interests of the Debtors and advise regarding the
enforceability or avoidance of such liens, including preparation,
filing and prosecution of avoidance actions.

Robinson & Cole will charge the Debtors for services rendered on an
hourly basis in accordance with its ordinary and customary hourly
rates, except that the services of Michael R. Enright will be
charged at a discounted rate of $425 per hour.

Robinson & Cole will be entitled to an award of its expenses
incurred on behalf of the Debtors.

To the best of the Debtors' knowledge, Robinson & Cole is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



R&S ST ROSE: Commonwealth Says Substantive Consolidation Warranted
------------------------------------------------------------------
Commonwealth Land Title Insurance Company filed a closing brief in
relation to its motion for the substantive consolidation of the
Chapter 11 cases of R&S ST. Rose Lenders, LLC, and R&S St. Rose
Lenders, LLC.

Branch Banking and Trust Company, as successor-in-interest to the
FDIC, as receiver of Colonial Bank, and Commonwealth moved for the
substantive consolidation.

Commonwealth stated that the Court must make a determination
whether substantive consolidation is warranted under the first test
set forth in In re Bonham -- whether the creditors dealt with the
entities as a single economic unit and did not rely on their
separate identity in extending credit (the Bonham Test).

The evidence presented at the recent evidentiary hearing
conclusively establishes that Debtors Lenders and Rose were treated
as a single economic unit by its creditors and its principals, who
did not distinguish between the two entities until September 2008.

BB&T stated in its post-trial brief in support of motion for
substantive consolidation, that as a result of Judge Lloyd George's
March 27, 2014 order, BB&T's motion for substantive consolidation
was remanded to the Court for further proceedings regarding whether
substantive consolidation of the respective bankruptcies of Rose
and Lenders is appropriate under the first Bonham factor.

The equitable purpose of substantive consolidation is served by
preventing Messrs. Rad and Nourachan from improper distribution of
proceeds from Lenders' estate.

BB&T requested that the Court grant substantive consolidation of
the bankruptcy cases of Lenders and Rose and eliminate the
intercompany claims of the Debtors, including Lenders; claim to the
proceeds of rose's bankruptcy estate.

Debtor Rose, in its closing brief in opposition to BB&T and
Commonwealth's motion for substantive consolidation, stated that on
Sept. 4, 2012, the Court held that BB&T and Commonwealth failed to
meet their burden in showing that the creditors relied on the
financial condition or status of the other debtor in extending
credit.  Additionally, according to the Debtor, the movants not
only failed to carry their burden under Bonham, but BB&T and
Commonwealth also failed to show how consolidation is in the
interests of all creditors.

The Debtor is represented by:

         Samuel A. Schwartz, Esq.
         Brian Blankenship, Esq.
         Schwartz Law Firm, Inc.
         6623 Las Vegas Blvd. South, Suite 300
         Las Vegas, NV 89119
         Tel: (702) 385-5544
         Fax: (702) 385-2741

Commonwealth is represented by:

         Scott E. Gizer, Esq.
         EARLY SULLIVAN WRIGHT GIZER & McRAE LLP
         3883 Howard Hughes Pkwy., Suite 790
         Las Vegas, NV 89169
         Tel: (702) 331-7593
         Fax: (702) 331-1652
         E-mail: sgizer@earlysullivan.com

                - and -

         Stephen Y. Ma, Esq.
         Mary C. G. Kaufman, Esq.
         EARLY SULLIVAN WRIGHT GIZER & McRAE LLP
         6420 Wilshire Blvd., 17th Floor
         Los Angeles, CA 90048
         Tel: (323) 301-4660
         Fax: (323) 301-4676
         E-mails: sma@earlysullivan.com
                  mkaufman@earlysullivan.com

BB&T is represented by:

         J. Stephen Peek, Esq.
         Joseph G. Went, Esq.
         Bryce C. Alstead, Esq.
         HOLLAND & HART LLP
         9555 Hillwood Drive, 2nd Floor
         Las Vegas, NV 89134
        Tel: (702) 669-4600
        Fax: (702) 669-4650
        E-mails: speek@hollandhart.com
                 balstead@hollandhart.com
                 jgwent@hollandhart.com

         Joseph s. Kistler, Esq.
         Michael s. Kelley, Esq.
         Brandon J. Trout, Esq.
         HUTCHISON & STEFFEN, LLC
         Peccole Professional Park
         10080 West Alta Drive, Suite 200
         Las Vegas, NV 89145
         Tel: (702) 385-2500
         Fax: (702) 385-2086
         E-mail: jkistler@hutchlegal.com
                 mkelly@hutchlegal.com
                 btrout@hutchlegal.com

                    About R & S St. Rose Lenders

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011.
Zachariah Larson, Esq., and Sarah Larson, Esq., at Larson &
Stephens, LLC, in Las Vegas, serve as bankruptcy counsel.  David
J. Merrill, P.C. serves as special counsel.  The Debtor, in its
amended schedules, disclosed $12.04 million in assets and
$24.5 million in liabilities.



RADIOSHACK CORP: Files DIP Fee Letter Under Seal
------------------------------------------------
RadioShack Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to file under seal a
fee letter in connection with the debtor-in-possession facility
extended by Cantor Fitzgerald Securities as agent for the DIP
Lenders.

According to the Debtors, the Fee Letter precludes them from filing
the Fee Letter unless it is filed under seal because it contains
confidential commercial information regarding certain of the fees
and expenses associated with the DIP Facility.  If the Fee Letter
is  not filed with the Court under seal, the parties to the DIP
Facility may be competitively harmed, David M. Fournier, Esq., at
Pepper Hamilton LLP, in Wilmington, Delaware, tells the Court.  The
Debtors therefore seek authority to file the Fee Letter under seal
and ask that any  hearing regarding the DIP Motion be conducted in
camera if the substance the Fee Letter must be discussed.  

                   About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) —
http://www.radioshackcorporation.com/— is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment banker.
A&G Realty Partners is the Debtors' real estate advisor. Prime
Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RADIOSHACK CORP: G1 Execution & Susquehanna Report 7% Stake
-----------------------------------------------------------
G1 Execution Services, LLC, based in Chicago, Illinois, and
Susquehanna Securities, based in Bala Cynwyd, Pennsylvania,
declared in a joint Schedule 13G filing with the Securities and
Exchange Commission that each of them may be deemed to beneficially
own 7,129,957 shares or roughly 7% of the common stock of
RadioShack Corp. as of Dec. 31, 2014.  

G1 Execution Services, LLC and Susquehanna Securities are
affiliated independent broker-dealers and may be deemed a group.
Each of the reporting persons disclaims beneficial ownership of
shares owned directly by another reporting person.

A copy of the joint filing is available at http://is.gd/nuBFzS

                About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection

(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015.  Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RADIOSHACK CORP: Offering 1,800 Store Leases for Sale Feb. 24
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that RadioShack Corp., submitted a proposed schedule
for unloading hundreds of stores that it doesn't plan to sell to
Standard General LP.

According to the report, under the sale procedures, RadioShack
would be able to turn unsold stores over to landlords by the end of
this month, avoiding liability for March rent that would be a claim
requiring full payment.  RadioShack asked the judge to approve
procedures at a hearing on Feb. 18 to sell about 1,800 stores not
being taken by Standard General, the report said.

Bids would be due Feb. 20, with an auction on Feb. 24 and a hearing
to approve lease sales on Feb. 25, the report added.

                About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection

(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015.  Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RADIOSHACK CORP: Seeks Approval of Lease Rejection Protocol
-----------------------------------------------------------
RadioShack Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to implement
procedures for the rejection of certain leases and abandonment of
personal property in connection with the lease rejection.

Because the Debtors are seeking to liquidate certain
underperforming stores and pursue a going concern sale with respect
to the remaining stores and the other assets, the Debtors
anticipate that there will be a large number of leases that will no
longer provide any benefit to the Debtors and should be rejected.

The Debtors propose to notify the non-debtor counterparty, the
Official Committee of Unsecured Creditors, the prepetition and
postpetition administrative agent, the indenture trustee, and the
U.S. Trustee of any proposed rejection of one or more leases, to
give the notice parties opportunity to object to the proposed lease
rejection.  If a party fails to timely file file and serve an
objection, the applicable lease will be deemed rejected.  If a
timely objection is received, the Debtors will schedule a hearing
on that objection although any objection may be resolved without a
hearing by an order of the Court submitted on a consensual basis by
the Debtors and the objecting party.

                   About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) —
http://www.radioshackcorporation.com/— is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs. RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment banker.
A&G Realty Partners is the Debtors' real estate advisor. Prime
Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RADIOSHACK CORP: Standard General Holds 9.9% Stake as of Feb. 5
---------------------------------------------------------------
Standard General L.P. declared in a Schedule 13D (Amendment No. 3)
filing with the Securities and Exchange Commission that, as of Feb.
5, 2015, it may be deemed to beneficially own 10,130,928 shares or
roughly 9.9% of the common stock of RadioShack Corp.

A copy of the filing is available at http://is.gd/L9RF8t

                About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection

(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015.  Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RADIOSHACK CORP: Wants Returns, Exchanges, Warranties Honored
-------------------------------------------------------------
RadioShack Corp. posted on its website that it has asked the
Bankruptcy Court for permission to honor all returns and exchanges,
as well as customer warranties.  

Barbara Heins at Greenwich Patch reports that Connecticut Attorney
General George Jepsen and state Department of Consumer Protection
Commissioner Jonathan A. Harris are advising those with RadioShack
gift cards, certificates or store credits to use their cards as
soon as possible, as the Company intends to accept gift cards until
March 7.

Greenwich Patch says that RadioShack will accept until March 7
returns of merchandise bought prior to the bankruptcy filing.

Greenwich Patch recalls that Radioshack disclosed plans to close
stores in Connecticut as early as Feb. 17, 2015, and as late as
March 31, 2015.  The report adds that RadioShack in Cos Cob will
close by Feb. 28, 2015.

RadioShack CEO Joe Magnacca said in a statement, "These steps are
the culmination of a thorough process intended to drive maximum
value for our stakeholders."

                About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile   

technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection

(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015.  Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.



RETROPHIN INC: Opaleye Reports 6.9% Stake as of Dec. 31
-------------------------------------------------------
Opaleye L.P disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that it beneficially owned
1,858,441 shares of common stock of Retrophin, Inc., which
represents 6.97 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/fY1sGD

                          About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

The Company's balance sheet at Sept. 30, 2014, showed $146 million
in total assets, $156 million in total liabilities, and a
stockholders' deficit of $10.2 million.

"Management believes that the Company will continue to incur losses
for the immediate future.  For the nine months ended
Sept. 30, 2014, the Company has generated revenue and is trying to
achieve positive cash flow from operations.  The Company's future
depends on the costs, timing, and outcome of regulatory reviews of
its product candidates, ongoing research and development, the
funding of planned or potential acquisitions, other planned
operating activities, and the costs of commercialization
activities, including ongoing, product marketing, sales and
distribution.  The Company expects to finance its cash needs from
results of operations and depending on the results of operations,
the Company may need additional private and public equity offerings
and debt financings, corporate collaboration and licensing
arrangements and grants from patient advocacy groups, foundations
and government agencies.  Although management believes that the
Company has access to capital resources, there are no commitments
for financing in place at this time, nor can management provide any
assurance that such financing will be available on commercially
acceptable terms, if at all.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the quarterly report for the period ended Sept. 30,
2014.


RETROPHIN INC: Sells Products Rights to Waldun and Turing
---------------------------------------------------------
Retrophin, Inc., Manchester Pharmaceuticals LLC and Retrophin
Therapeutics International, LLC, have sold their product rights to
mecamylamine hydrochloride (Vecamyl) to Waldun Pharmaceuticals,
LLC, for a purchase price of $700,000, according to a Form 8-K
filed with the U.S. Securities and Exchange Commission.  Waldun in
turn sold the Vecamyl Product Rights to Turing Pharmaceuticals AG.

In connection therewith, on Feb. 13, 2015, the Company and
Manchester entered into an Asset Purchase Agreement with Turing
Pharmaceuticals, pursuant to which the Company and Manchester sold
Turing Pharmaceuticals their mecamylamine hydrochloride inventory
for a purchase price of $300,000.  Turing Pharmaceuticals will also
assume certain liabilities related to the Vecamyl Product Rights
and the Inventory.

Additionally, on Feb. 13, 2015, the Company sold to Turing
Pharmaceuticals its syntocinon (oxytocin) licenses and assets,
including related inventory, for a purchase price of $1,110,931.
Turing Pharmaceuticals will also assume certain liabilities related
to the Oxytocin Assets.

Martin Shkreli, the Company's former chief executive officer, is
the chief executive officer of Turing Pharmaceuticals.

                           About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

The Company's balance sheet at Sept. 30, 2014, showed $146 million
in total assets, $156 million in total liabilities, and a
stockholders' deficit of $10.2 million.

"Management believes that the Company will continue to incur losses
for the immediate future.  For the nine months ended
Sept. 30, 2014, the Company has generated revenue and is trying to
achieve positive cash flow from operations.  The Company's future
depends on the costs, timing, and outcome of regulatory reviews of
its product candidates, ongoing research and development, the
funding of planned or potential acquisitions, other planned
operating activities, and the costs of commercialization
activities, including ongoing, product marketing, sales and
distribution.  The Company expects to finance its cash needs from
results of operations and depending on the results of operations,
the Company may need additional private and public equity offerings
and debt financings, corporate collaboration and licensing
arrangements and grants from patient advocacy groups, foundations
and government agencies.  Although management believes that the
Company has access to capital resources, there are no commitments
for financing in place at this time, nor can management provide any
assurance that such financing will be available on commercially
acceptable terms, if at all.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the quarterly report for the period ended Sept. 30,
2014.


RHYTHM & HUES: Former Officers Sued for Questionable Transactions
-----------------------------------------------------------------
Eriq Gardner at The Hollywood Reporter reports that Gary E.
Klausner, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., filed
on Feb. 13, 2015, on behalf of the trustee in the bankruptcy case
of AWTR Liquidation, Inc., fka Rhythm and Hues, Inc., a complaint
against the company's former officers and directors, claiming that
the defendants made questionable investment and real estate
transactions, and did not guard their interest in dealings with
Universal, Fox, and Warner Bros.

Defendants include John Patrick Hughes, Pauline Ts'o, Keith
Goldfarb, Lee Berger, Prashant Buyyala, Raymond Feeney, and David
Weinberg, The Hollywood Reporter relates.

According to The Hollywood Reporter, the Trustee seeks monetary
damages for corporate waste and other causes of action plus the
recovery of various rights transfers said to be fraudulent.

The actions by defendants caused a company worth well in excess of
$100 million to have its assets sold for about $30 million and
"Hughes, Ts'o and Goldfarb breached their duties of loyalty, due
care, and good faith by directing R&H to engage in risky
transactions with entities they or their family members owned or
controlled," The Hollywood Reporter quoted the Trustee as saying.

The Hollywood Reporter says that the Trustee alleges that, among
other things: (a) Mr. Hughes, without board approval, transferred
millions of dollars to CCCD Diagnostics, a biotech startup company
founded by his father-in-law, in return for unsecured notes that
were eventually sold to him for one dollar; (b) Messrs. Hughes and
Golfarb and Ms. Ts'o transferred software rights critical to R&H
and made a real estate transaction that was risky for the company
but had millions of dollars of upside to them personally; (c) the
directors and officers of R&H eschewed pursuing a more diversified
customer base and accepted "harmful contract terms dictated to them
by" Universal, Fox and Warner Bros.; and (d) R&H had hundreds of
idle staff members who continued to collect salaries and benefits
during the company's financial crisis.

Mr. Klausner can be reached at:

      Levene, Neale, Bender, Yoo & Brill L.L.P.
      10250 Constellation Boulevard, Suite 1700
      Los Angeles, California 90067
      Tel: (310) 229-1234
      Fax: (310) 229-1244
      E-mail: GEK@lnbyb.com

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed
its Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in
Los Angeles on Feb. 13, 2013, estimating assets ranging from
$10 million to $50 million and liabilities ranging from
$50 million to $100 million.  Judge Neil W. Bason oversees the
case.  Brian L. Davidoff, Esq., C. John M Melissinos, Esq., and
Claire E. Shin, Esq., at Greenberg Glusker, serve as the Debtor's
counsel.  Houlihan Lokey Capital Inc., serves as investment
banker.

The petition was signed by John Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.

The Official Committee of Unsecured Creditors tapped Stutman,
Treister & Glatt Professional Corporation as its counsel.  The
firm's Gary E. Klausner, Esq., George C. Webster II, Esq., and
Eric D. Goldberg, Esq., worked on the case.

Rhythm and Hues won approval of a liquidating Chapter 11 plan on
Dec. 13, 2013.  The Joint Chapter 11 Plan of Liquidation, which
was proposed by Rhythm and Hues and the Official Committee of
Unsecured Creditors, became effective on Dec. 30, 2013.



RYNARD PROPERTIES: Plan Confirmation Scheduled for March 11
-----------------------------------------------------------
U.S. Bankruptcy Judge Jennie D. Latta will convene a hearing on
March 11, 2015, at 10:00 a.m., to consider confirmation of Rynard
Properties Ridgecrest LP's Chapter 11 plan.  Objections, if any,
are due March 4.

The hearing may be continued from time to time upon oral
announcement in open court without further written notice.

The Court approved the Disclosure Statement filed on Sept. 28,
2014.  The general framework for the Plan involves (i) the
refinancing of the indebtedness to Federal National Mortgage
Association (FNMA), as successor to Wells Fargo Bank, secured by
the project --  a low income housing tax credit project; and (ii)
the distribution of the proceeds of the refinancing to the holders
of allowed claims against the Debtor.

The Debtor has received preliminary interest from one or more
lenders to provide a loan in the principal amount of $6 million to
be utilized to refinance the FNMA Secured Claim and to make other
payments required by the Plan.

Pending the consummation of the refinancing, payments to FNMA will
be amortized with payments of principal and interest being made
until the earlier of (i) consummation of the refinancing and (ii)
the maturity date.  The refinancing to be obtained on or before
the maturity date, will be secured by a first position lien on the
project.  The payments to be made under the Plan will come from
several sources.  First, available cash on hand on the Effective
Date and income from operation of the project will be used in
making the payments to holders of allowed secured claims required
under the Plan pending the refinancing.  Second, on and after the
Effective Date, the Reorganized Debtor will provide sufficient
amounts to fund the payments to Class 3 unsecured non-priority
claims in the estimated amount of $200,000.

The Reorganized Debtor's operations will be funded by cash
generated from operations to fund the payments required under the
Plan pending the refinancing.

A copy of the Disclosure Statement is available for free at:

       http://bankrupt.com/misc/RynardProperties_89_DS.pdf

               About Rynard Properties Ridgecrest

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16.2 million in total assets and $8.73 million in total
liabilities.  Toni Campbell Parker serves as the Debtor's counsel.
Judge Jennie D. Latta oversees the case.

The U.S. Trustee for Region 8 has notified the Bankruptcy Court
that it was unable to appoint an official committee of unsecured
creditors.



S & A RESTAURANT: Paul Mangiamele Buys Restaurant Chain
-------------------------------------------------------
Karen Robinson-Jacobs at The Dallas Morning News reports that
Bennigan's CEO Paul Mangiamele is expected to announce that he and
his wife have acquired the restaurant chain along with Steak and
Ale and a related brand.

The Morning News relates that Mr. Mangiamele's company, Legendary
Restaurant Brands LLC, bought 100% of the intellectual property and
franchising rights from Fortress Investment Group, a private equity
firm that had purchased what was left of the Bennigan's out of
bankruptcy.  According to the report, Mr. Mangiamele will have full
control of the brand nearly seven years after Bennigan's and Steak
and Ale were pushed into a Chapter 7 bankruptcy liquidation.  The
report recalls that some franchised Bennigan's locations survived
the collapse, but Steak and Ale was wiped out overnight.

The Morning News says that terms of the sale were not disclosed.

                    About S & A Restaurant

Headquartered in Plano, Texas, S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operated the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq., at Carrington
Coleman Sloman & Blumenthal, is the Debtors' counsel.  The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.

Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.
The lead counsel for the trustee is Kane Russell Coleman & Logan
P.C.  Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.


SALADWORKS LLC: Files Ch. 11 to Facilitate Sale or Restructuring
----------------------------------------------------------------
Saladworks, LLC, on Feb. 17 disclosed that it filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware to address
pending litigation and facilitate a sale or restructuring
transaction.  The Company fully expects that normal day-to-day
operations will continue during the Chapter 11 reorganization.  No
other Saladworks locations or affiliates are included in the filing
and all of the Saladworks locations will continue to operate.
Saladworks intends to conduct business as usual as it continues its
efforts to restructure its balance sheet.

Saladworks has determined that the best way to maximize value for
its stakeholders is through a sale or recapitalization.  To ensure
the most efficient process possible and to optimize the potential
results for all parties, the Company has determined to conduct its
restructuring process under the supervision of the U.S. Bankruptcy
Court.

The Company has sought immediate relief from the Bankruptcy Court
to smooth its transition into Chapter 11 and ensure minimal
disruption of its operations, including paying certain claims of
employees and others.  Additionally, suppliers will be paid for
goods and services after the filing date in accordance with
existing terms and contracts.  Through the Chapter 11 filing,
Saladworks will maintain continuity for its franchisees, customers,
employees and business partners as it conducts discussions with
potential transaction partners to maximize the outcome for all
stakeholders.

"Saladworks has been an industry leader for 29 years and I am very
proud of our achievements, which is a testament to the quality of
our food, the strength of our brand, our franchise partners and of
course, the loyalty of our customers," said John Scardapane,
Chairman and CEO of Saladworks, LLC.  "This process is the best way
to maximize value for our franchisees as well as other stakeholders
and allow our operations to emerge from bankruptcy quickly," said
Mr. Scardapane.  "Saladworks will continue to provide customers
with innovative, fresh and healthy dining options."

Under the bankruptcy process, a transaction is subject to the
execution of definitive documentation, court approval and other
customary conditions.  Interested parties will have an opportunity
to conduct thorough due diligence and submit offers under terms and
conditions established by order of the Court.

The Company will provide additional details with respect to the
Chapter 11 filing as soon as they are available.  More information,
including access to court documents, can be accessed at the
court-appointed claims agent site,
http://www.upshotservices.com/Saladworksor the official Bankruptcy
Court Web site, http://www.deb.uscourts.gov

                    About Saladworks, LLC

Saladworks is the nation's first and largest fresh-tossed salad
franchise concept.  Saladworks was developed in 1986, with the idea
to provide its customers with fresh, healthy, made to order
entree-sized salad as an alternative to fast food when you're on
the go.  From its beginnings in the Cherry Hill Mall, the company
became a success and quickly grew a cult following and thus
expanded to numerous locations in multiple venues through both
Company stores and franchised locations.  The brand is currently
operating more than 100 locations both domestically and
internationally, with more than 80 units in development.


SALADWORKS LLC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
fresh-salad franchiser Saladworks LLC filed for Chapter 11
bankruptcy protection, looking for a buyer that will help extricate
the company from litigation involving its owners.

According to the report, the company said none of roughly 100
Saladworks locations or affiliates are involved in the bankruptcy,
and they will continue to operate normally, while the franchiser
works through its problems.  The company has 149 franchise
agreements signed up, but has been struggling to sell additional
franchises due to litigation in Delaware and Pennsylvania between
majority owner John M. Scardapane and 30% stakeholder Vernon W.
Hill II, the report said, citing court papers.


SEARS METHODIST: Affiliates Get Green Light for Asset Sale
----------------------------------------------------------
U.S. Bankruptcy Judge Stacey Jernigan authorized three affiliates
of Sears Methodist Retirement System Inc. to sell almost all of
their assets to Evergreen Senior Living I, LLC.

Evergreen offered $59.1 million for the assets of Sears Methodist
Centers Inc., Sears Permian Retirement Corp., and Sears Panhandle
Retirement Corp.  The assets include three senior care facilities
located in Abilene, Odessa and Amarillo, Texas.  

Evergreen emerged as the winning bidder at an auction held on Jan.
21, beating out rival bidder Yellow Rose Health Holding LLC.

Yellow Rose was the stalking horse bidder, offering $42.5 million
for the assets.  Since it wasn't selected as the winning bidder,
the company will receive a break-up fee of $1.2 million, according
to court filings.

                        About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen
and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant
to contracts between SDI and the Veterans Land Board of Texas; and
(iii) Texas Senior Management, Inc. ("TSM"), Senior Living
Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd.
("SWAC"), which provide, as applicable, management and insurance
services to the System.  Sears Methodist Senior Housing, LLC, is
the general partner of, and controls .01% of the interests in,
Canyons Senior Living, L.P. ("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14 32821)
on June 10, 2014.  The cases are assigned to Judge Stacey G.
Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SPIRE CORP: Roger Little Reports 32.4% Stake as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Roger G. Little disclosed that as of Dec. 31,
2014, he beneficially owned 2,983,446 shares of common stock of
Spire Corporation which represents 32.4 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/01xf17

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.

McGladrey 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 incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


TLO LLC: Wins Nod for Payouts to Equityholders
----------------------------------------------
Chief Bankruptcy Judge Paul G. Hyman, Jr., has authorized TLO LLC
to make third interim distributions under the Confirmed Amended
Plan of Liquidation.  A copy of the schedule of distribution to
holders of Class 5 and 6 equity interests is available for free at
http://is.gd/vZbAeE

                   About TLO LLC nka TLFO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853)
on May 9, 2013, in West Palm Beach, Florida, near the company's
headquarters in Boca Raton.  The petition was signed by E. Desiree
Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.



TRAVELPORT WORLDWIDE: Angelo Gordon Reports 12.5% Stake at Dec. 31
------------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Angelo, Gordon & Co., L.P., John M. Angelo and
Michael L. Gordon revealed that as of Dec. 31, 2014, they
beneficially owned 15,236,980 shares of common stock of Travelport
Worldwide Limited which represents 12.55 percent of the shares
outstanding.  According to the Issuer's Form 10-Q filed on Nov. 6,
2014, the number of Shares outstanding on Nov. 6, 2014, was
121,411,360.  A copy of the regulatory filing is available for free
at http://is.gd/8UsQxr

                    About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.  The rating action follows the completion of
Travelport's debt refinancing, announced on Aug. 4, and reflects
the positive impact this has had on Travelport's credit metrics and
stand-alone credit profile.


TRAVELPORT WORLDWIDE: FMR Reports 9.8% Stake as of Dec. 31
----------------------------------------------------------
FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson disclosed that
as of Dec. 31, 2014, they beneficially owned 11,926,548 shares of
common stock of Travelport Worldwide which represents 9.823 percent
of the shares outstanding.

Edward C. Johnson 3d is a director and the chairman of FMR
LLC and Abigail P. Johnson is a director, the vice chairman, the
chief executive officer and the president of FMR LLC.

A full-text copy of the Schedule 13G is available for free at:

                         http://is.gd/I5go5C

                      About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry.

The Company's balance sheet at Sept. 30, 2014, showed $2.99
billion in total assets, $3.20 billion in total liabilities and a
$210 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings
Services raised to 'B-' from 'CCC+' its long-term corporate credit
ratings on U.K.-based travel services provider Travelport
Worldwide Limited and its new wholly owned financing entity,
Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance).
The outlook is stable.  The rating action follows the completion of
Travelport's debt refinancing, announced on Aug. 4, and reflects
the positive impact this has had on Travelport's credit metrics and
stand-alone credit profile.


TURNER GRAIN: Former Co-Owner Unaware of Cause of Collapse
----------------------------------------------------------
Mark Friedman at Arkansasbusiness.com reports that former Turner
Grain Merchandising Inc. co-owner Dale C. Bartlett has sworn in
Bankruptcy Court that he had no idea what caused the Company's
collapse, saying that for him, the Company was a side business that
supplemented his primary income as a farmer.

According to Arkansasbusiness.com, the attorneys for creditors,
whose claims have reached $46.3 million, have questioned: (i) the
sale of Mr. Bartlett's interest in the Company to business partner
Jason Coleman for a mere $5,000 about six months before farmers
started filing lawsuits, seeking millions of dollars owed on crops;
(ii) the timing of his decision to transfer almost all of his
assets to his wife just before the Company's financial mess was
exposed; and (iii) why he continued to work at the Company when he
no longer had an ownership interest in it.

Mr. Bartlett maintained that the Company was in "very good"
financial shape when he sold his interest to Mr. Coleman, even
though it wasn't very profitable, Arkansasbusiness.com relates.
Mr. Bartlett, Arkansasbusiness.com relates, said that he didn't
know the Company was on the verge of collapse until an Aug. 12,
2014 conversation with Mr. Coleman's uncle.

Arkansasbusiness.com says that while Mr. Bartlett denied
accusations that he took money from the Company, he acknowledged
that as early as July 2014, there were signs the Company was having
trouble: (i) irregularities in the bank statement and (ii)  a call
from a farmer holding a check that bounced.  

According to Arkansasbusiness.com, Mr. Bartlett said that "there
were decisions being made that I wasn't aware of"; Mr. Coleman's
management decisions involved "a significant amount of money," like
spending more than $30,000 on a software package used for grain
tracking; and a construction company showed up to build a grainery
addition that he didn't know anything about.

Mr. Bartlett said he was having "a few health issues, and I just
felt like there was something else I wanted to do,"
Arkansasbusiness.com states.

Arkansasbusiness.com recalls that Mr. Bartlett filed for his own
bankruptcy protection on Sept. 5, 2014, disclosing $5.5 million in
debts and $2 million in assets.

                     About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.  Kevin P. Keech, the court-appointed receiver of
the
Debtor, sought and obtained permission to employ Keech Law Firm,
P.A. as attorneys.  The Debtor listed $13.77 million in total
assets, and $24.84 million in total liabilities.

The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising Inc., to serve on the official committee of
unsecured creditors.


VILTEX USA: Councilwoman Wants to Ban For-Profit Clothing Bins
--------------------------------------------------------------
Tricia L. Nadolny at the Philadelphia Inquirer reports that the
spread of for-profit clothing bins, which include those of bankrupt
company Viltex USA, LLC, are drawing complaints, leading
councilwoman Cindy Bass to introduce a bill to ban the bins and
require them to be licensed.

Philadelphia Inquirer says that Viltex seems to be finding a new
market in Philadelphia, as scores of the company's bins -- many
tagged with graffiti and surrounded by trash, and almost all are in
poor areas and set in front of vacant lots -- are found in
Nicetown, Logan, Hunting Park, and North Philadelphia.

Philadelphia Inquirer quoted Ms. Bass, who noticed the trend, as
saying, "You begin to wonder about the predatory nature of what
these bins really are."  Philadelphia Inquirer relates that
councilman Curtis Jones Jr. revived in January 2015 a bill he
introduced in 2013 that would require bins to be licensed.

Philadelphia Inquirer relates that Viltex is also causing a
headache in New York City, where officials are scrambling to push
the bins out.

Viltex USA, LLC, a for-profit entity "that works hand in hand" with
nonprofits and charities, filed for Chapter 11 bankruptcy
protection (Bankr. D.N.J. Case No. 14-33212) on Nov. 14, 2014.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the company's bankruptcy counsel.


WALLACE BAJJALI: Insolvent; Joplin City Ends Contract
-----------------------------------------------------
The City of Joplin, Missouri, on Feb. 3, 2015, terminated both the
Master Predevelopment Agreement and the Land Assemblage,
Disposition and Management Services Agreement with Wallace Bajjali
Development Partners, L.P., as a result of demonstrated facts of
insolvency, and for committed acts of gross negligence, fraud, and
willful misconduct.

City Manager Sam Anselm said, in a statement, "By taking this step,
the City can move forward with the recovery of our community
through the ongoing redevelopment of both the public and private
sectors.  I look forward to working with our great staff, the City
Council, and with our residents to ensure that any project we move
forward with will add value to the long-term recovery and
prosperity of our city.  We have demonstrated our resolve and
resiliency to the world once before, and I hope we can show our
true character again as we proceed with the next phase of our
recovery."

Scott Harvey at KMSU relates that the city said last month it was
reviewing options regarding the contractual agreement with Wallace
Bajjali after learning initially through third-party information
and later verifying the firm was found to have skipped town and its
co-founders had resigned.

Since entering into a contract with Wallace Bajjali in July, 2012,
the city has paid $1.68 million for the firm's work in the
community, land purchase fees and for revenue and cost benefit
analysis of tax increment financing information, according to
KMSU.

KSMU adds that in a letter to CEO David Wallace and President Costa
Bajjali dated Feb. 3, City Manager Anselm cited insolvency of the
firm with at least $8.5 million in debt the city had verified.



WALTER ENERGY: Susquehanna Reports 5.5% Stake as of Dec. 31
-----------------------------------------------------------
Susquehanna Fundamental Investments, LLC, Susquehanna Capital Group
and Susquehanna Securities disclosed in a Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, they beneficially owned 3,790,592 shares of common
stock of Walter Energy representing 5.5 percent of the shares
outstanding.

The amount beneficially owned by Susquehanna Securities includes
options to buy 2,752,500 shares of the Company's Common Stock.  The
Company's quarterly report, on Form 10-Q, filed with the SEC on
Nov. 4, 2014, indicates there were 68,078,128 Shares of common
stock outstanding as of Oct. 31, 2014.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/tdK4no

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$455 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WET SEAL: Seeks Nod of Procedures to Entertain Proposals
--------------------------------------------------------
The Wet Seal, Inc., asks the Bankruptcy Court to approve bid
procedures governing the submission of competing proposals to
sponsor a plan of reorganization or acquire all or substantially
all of the Debtors' assets pursuant to Section 363 of the
Bankruptcy Code.  The Debtors also ask approval to provide debtor-
in-possession financing to replace the Debtors' current debtor-in-
possession financing with respect to either a plan transaction or
a 11 U.S.C. Sec. 363 transaction.

U.S. Bankruptcy Judge Christopher Sontchi earlier approved a
preliminary deal between Wet Seal Inc. and B. Riley & Co.
("Sponsor") proposing that B. Riley, who is also the retailer's DIP
lender, take 80% of the equity in a reorganized Wet Seal in
exchange for $25 million.

The deadline for submitting a proposal for a plan transaction or a
11 U.S.C. 363 transaction and, in either instance, replacement
financing by a potential bidder will be March 5, 2015 at 4:00 p.m.
(Prevailing Pacific Time), or the other date as determined by the
Debtors, in consultation with the Committee, provided that the
other date must allow sufficient time before the date set for
hearing on the Debtors' disclosure statement to conduct the auction
and designate  the successful bid.

If the Debtors receive one or more qualified bids in addition to
the PSA as modified, the Debtors will conduct an auction to
determine the highest or otherwise best bid with respect to the
assets.  The auction will commence on March 10, 2015, at 10:00 a.m.
(Prevailing Pacific Time), or the other date as determined by the
Debtors, in consultation with the Committee, provided that the
other date must allow sufficient time before the date set for
hearing on the Disclosure Statement to conduct the Auction and
designate the Successful Bid, at the offices of Klee, Tuchin,
Bogdanoff & Stem LLP, 1999 Avenue of the Stars, 39th Floor, Los
Angeles, CA 90067, or another location as determined by the
Debtors.

Within five business days following the selection of the successful
bidder and successful bid, the successful bidder will provide an
additional deposit, in the form of a wire transfer or certified
check or such other form acceptable to the Debtors, payable to the
order of the Debtors in an amount equal to
$1 million, such that the total amount on deposit will then equal
$2.5 million; provided that if the Sponsor is deemed to be the
successful bidder, the Sponsor will not have to provide the
additional deposit but instead will furnish the DIP Credit.  The
Total Deposit will be held by the Debtors in a non-interest-bearing
escrow or trust account, and the Debtors will be entitled to retain
such Total Deposit as part of their damages if the Successful
Bidder fails (i) to provide the Replacement Financing
or (ii) to meet its obligations to close with a respect to a Plan
Transaction or 363 Transaction, as applicable.  The Total Deposit
will be applied to the Purchase Price of the Plan Transaction or
363 Transaction, as applicable, at closing.

On March 10, 2015, if the Auction is not held or, if the Action is

held and the Sponsor (i) is selected as the Successful Bidder and
Successful Bid or (ii) becomes the Back-up Bidder and the
Successful Bidder fails to timely make the Additional Deposit, then
the Debtors will be entitled to a credit against the
Debtors' obligations under the DIP Financing of up to
$2.5 million, which DIP Credit the Debtors will be entitled to
apply against part of their damages if the Sponsor fails to meet
its obligations to close with a respect to a Plan Transaction or
363 Transaction, as applicable.

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC – filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.

FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.



WITT LIQUOR: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Witt Liquor & Beverage, Inc.
        P.O. Box 57901
        New Orleans, LA 70157

Case No.: 15-10365

Chapter 11 Petition Date: February 16, 2015

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  Email: leo@congenilawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Otis D. Witt, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb15-10365.pdf


WORLDS INC: Files Amendment to Q1 2013 Report
---------------------------------------------
Worlds Inc. filed with the U.S. Securities and Exchange Commission
an amendment to its quarterly report on Form 10-Q, for the quarter
ended March 31, 2013.  A copy of the Form 10-Q/A is available at:
http://is.gd/vum8hP

The Company disclosed a net loss of $2.57 million on $nil of
revenue for the three months ended March 31, 2013, compared with a
net loss of $305,510 on $nil of revenue for the same period in
2012.

The Company's balance sheet at March 31, 2013, showed
$2.44 million in total assets, $8.06 million in total liabilities,
all current, and a stockholders' deficit of $5.62 million.

Since its inception, the Company has had periods where it had only
minimal revenues from operations.  There can be no assurance that
the Company will be able to obtain the additional capital resources
to fully implement its business plan or that any assumptions
relating to its business plan will prove to be accurate.  The
Company is pursuing sources of additional financing and there can
be no assurance that any such financing will be available to the
Company on commercially reasonable terms, or at all.  Any inability
to obtain additional financing will likely have a material adverse
effect on the Company, including possibly requiring the Company to
reduce and/or cease operations.  These factors raise substantial
doubt about the ability of the Company to continue as a going
concern.

Brookline, Mass.-based Worlds Inc. transferred on May 16, 2011,
through a spin-off to its then wholly owned subsidiary, Worlds
Online Inc., the majority of its operations and related
operational assets.  The Company retained its patent portfolio
which it intends to continue to increase and to more aggressively
enforce against alleged infringers.  The Company also entered into
a License Agreement with Worlds Online Inc. to sublicense its
patented technologies.

Worlds Inc. currently has seven patents, 6,219,045 - 7,181,690 -
7,493,558 ? 7,945,856, - 8,082,501, 8,145,998 and 8,161,383.  On
March 30, 2012, the Company filed a patent infringement lawsuit
against Activision Bizzard Inc., Blizzard Entertainment Inc. and
Activision Publishing Inc. in the United States District Court for
the District of Massachusetts.  Susman Godfrey LLP is lead counsel
for the Company.  The costs to prosecute those parties that the
Company and its legal counsel believe to be infringing on said
patents were capitalized under patents until a resolution is
reached.



[*] Perella Weinberg Said to Fire Its Restructuring Chief
---------------------------------------------------------
Michael J. De la Merced, writing for The New York Times' DealBook,
reported that the boutique investment bank Perella Weinberg
Partners has fired the head of its restructuring advisory practice
for attempting to poach colleagues for a new firm that he was
setting up, a person briefed on the matter said.

According to the DealBook, citing an internal memorandum sent
around the firm, Michael Kramer and three other restructuring
colleagues were fired for "violating their partnership and
employment agreements.  Senior executives at the firm have been
contacting clients to try and maintain the relationships as the
practice rebuilds under Kevin Cofsky, a managing director, the
Journal said.


                            *********

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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.

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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