TCR_Public/150518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 18, 2015, Vol. 19, No. 138

                            Headlines

1011778 B.C.: Moody's Raises Corp. Family Rating to B1
315 W 35TH ASSOCIATES: Lender Wants Ch. 11 Dismissed
315 W 35TH ASSOCIATES: Proposed Buyer Wants Ch. 11 Trustee Named
544 SAN ANTONIO: Court Okays Levene Neale as Bankruptcy Counsel
A'MANGIARE OF ELMSFORD: Files for Chapter 11 Bankruptcy Protection

ACTIVECARE INC: Posts $1.42 Million Net Loss in Fiscal Q2
AEOLUS PHARMACEUTICALS: Posts $712,000 Net Loss in First Quarter
AFFIRMATIVE INSURANCE: Posts $1.98-Mil. Net Loss in First Quarter
ALERE INC: Qtr. Finc'l Restatement No Impact on Moody's Ratings
ALLIED NEVADA: Equity Committee Taps PJSC as Financial Advisor

ALLIED NEVADA: Files Schedules of Assets and Liabilities
ALLIED NEVADA: Proposes to Implement Short-Term Incentive Program
ALTEGRITY INC: Seeks Aug. 6 Extension of Lease Decision Time
ALVION PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
AMERICAN EAGLE: S&P Withdraws 'D' CCR at Issuer's Request

AMERICAN TIRE: Cancels Registration of Securities with SEC
APOLLO MEDICAL: Obtains Extension of Sale Deadline
ARCH COAL: Bank Debt Trades at 29% Off
ARCHDIOCESE OF ST. PAUL: Parishes Win Greater Role in Bankruptcy
ATHILON CAPITAL: S&P Withdraws 'CCC-' Rating on Subordinated Notes

AVSC HOLDING: Moody's Says Upsized Deal is Credit Negative
AXION INTERNATIONAL: Incurs $3.09 Million Net Loss in 1st Quarter
BIOFUELS POWER: Delays Q1 Form 10-Q for Review
BOOMERANG SYSTEMS: Incurs $2.79 Million Net Loss in Second Quarter
BOTANICAL REALTY: Seeks 2-Week Extension to File Schedules

BREF HR: Incurs $27.1 Million Net Loss in First Quarter
CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 4% Off
CATASYS INC: Incurs $260,000 Net Loss in First Quarter
CENTRAL ENERGY: Incurs $662,000 Net Loss in First Quarter
CHICAGO BOARD OF EDUCATION: Moody's Cuts $6BB GO Debt Rating to Ba3

CHICAGO PARK: Moody's Lowers GO Debt Rating to Ba1
CHINA SHIANYUN: Posts $120,000 Net Income in First Quarter
CICERO INC: Posts $896,000 Net Loss in First Quarter
CLUBCORP CLUB: Term Loan Re-pricing No Impact on Moody's 'B1' CFR
COMMUNICATION INTELLIGENCE: Posts $2.3 Million Net Loss in Q1

CORD BLOOD: Posts $208,000 Net Loss in First Quarter
CORINTHIAN COLLEGES: Gov't Had Key Role in Collapse, Report Says
CUBIC ENERGY: Posts $3.2 Million Net Loss in Third Quarter
EAST COAST BROKERS: Agrees to Sell Blanca Ave. Property
EAST COAST BROKERS: Settles Capital One Claims for $9,000

ECOSPHERE TECHNOLOGIES: Incurs $2.8 Million Net Loss in Q1
EDENOR SA: Posts ARS470 Million Profit in First Quarter
ESSAR STEEL: Moody's Downgrades CFR to Caa1, Outlook Stable
FELCOR LODGING: Moody's Affirms 'B3' CFR, Outlook to Positive
FELCOR LODGING: S&P Rates New $475MM Sr. Unsecured Notes 'B'

FOODS INC: Can Hire Craig Hilpipre & EMA as Auctioneers
FOREVERGREEN WORLDWIDE: Posts $335,000 Net Income in Q1
FORTESCUE METALS: Bank Debt Trades at 9% Off
FRAC TECH SERVICES: Bank Debt Trades at 12% Off
FREEDOM INDUSTRIES: Bankruptcy Court Denies Approval of Ch 11 Plan

GENESIS ENERGY: Moody's Assigns 'B1' Rating on New $400MM Sr. Notes
GENESIS ENERGY: S&P Assigns 'B' Rating on $400MM Unsecured Notes
GETTY IMAGES: Bank Debt Trades at 18% Off
GFI GROUP: Moody's Reviews 'B1' Ratings for Upgrade
GLYECO INC: Posts $978,000 Net Loss in First Quarter

GOLDEN COUNTY FOODS: Case Summary & 20 Top Unsecured Creditors
GRANITE BROADCASTING: Moody's Raises CFR to B2, Outlook Stable
GREEN EARTH: Posts $3.7 Million Net Loss in Third Quarter
GREENSHIFT CORP: Posts $1.11 Million Net Loss in First Quarter
GROUP FOUR: Voluntary Chapter 11 Case Summary

GYMBOREE CORP: Bank Debt Trades at 23% Off
HOYT TRANSPORTATION: Asks Court to Estimate WCB Claim at $50,000
IMH FINANCIAL: Reports $3.5 Million Net Loss in First Quarter
IMPLANT SCIENCES: Posts $5.73 Million Net Loss in 3rd Quarter
INC RESEARCH: Moody's Raises CFR to Ba3 & New Sr. Secured Debt Ba3

INERGETICS INC: Delays Form 10-Q for First Quarter
INFINITY ENERGY: Incurs $301,000 Net Loss in First Quarter
JACK COOPER: Moody's Lowers Corporate Family Rating to 'Caa1'
LATTICE INC: Needs More Time to File Q1 Form 10-Q
LEO MOTORS: Needs More Time to File Q1 Form 10-Q

LEVEL 3: Signs 10th Amendment to 2014 Credit Agreement
LIME ENERGY: Delays Filing of Q1 Form 10-Q
M/I HOMES: Moody's Alters Outlook to Positive & Affirms B2 CFR
MARKEL CORP: Moody's Assigns (P)Ba1 Preferred Stock Rating
MATADOR PROCESSORS: Bankruptcy Court Okays Sale to DLJ Investments

MILLENNIUM HEALTH: S&P Lowers CCR to 'B', Outlook Negative
MMRGLOBAL INC: Jack Zwissig Quits as Director
MMRGLOBAL INC: Posts $741,000 Net Loss in First Quarter
MODERN RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors
NAARTJIE CUSTOM: Seeks Dismissal of Bankruptcy Case

NATURAL PORK: Seeks to Sell Williamsburg Farm
NEOMEDIA TECHNOLOGIES: Posts $1.32 Million Net Loss in 1st Quarter
NEPHROS INC: Reports $243,000 Net Income in First Quarter
NET ELEMENT: Cayman Invest Reports 9.3% Stake as of April 30
NET ELEMENT: Mayor Trans Reports 8.5% Equity Stake as of April 30

NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR, Outlook Stable
NISTHAUZ GROUP: Voluntary Chapter 11 Case Summary
NORTHERN OIL: Moody's Assigns Caa1 Rating on $200MM Unsecured Notes
OMNICOMM SYSTEMS: Incurs $2.8 Million Net Loss in First Quarter
ON ASSIGNMENT: S&P Affirms 'BB' CCR & Revises Outlook to Negative

OSAGE EXPLORATION: Posts $757,000 Net Loss in First Quarter
OWENS-ILLINOIS INC: Moody's Reviews 'Ba2' CFR for Downgrade
OXYSURE SYSTEMS: Delays Form 10-Q for First Quarter
PACIFIC DRILLING: Bank Debt Trades at 11% Off
PACIFIC GOLD: Delays March 31 Form 10-Q

PANTHER CREEK: Case Summary & 11 Largest Unsecured Creditors
PATRIOT COAL: S&P Lowers CCR to 'D' on Chapter 11 Filing
PLANDAI BIOTECHNOLOGY: Delays March 31 Form 10-Q Filing
POSITIVEID CORP: Incurs $3.86 Million Net Loss in First Quarter
PRONERVE HOLDINGS: US Trustee Amends Committee Members

REDPRAIRIE CORP: Bank Debt Trades at 2% Off
REVEL AC: State Orders Power Kept on at Casino Property
ROOSEVELT FASHIONS: Voluntary Chapter 11 Case Summary
ROUNDY'S SUPERMARKETS: Moody's Says 1st Qtr Results is Credit Neg
RUSSIAN SOCIAL: Files for Ch 11; Owes Up to $500,000 to Creditors

SABLE NATURAL: Delays First Quarter Form 10-Q Over Limited Staff
SAN BERNARDINO, CA: Plan Proposes Big Cuts to Bondholders
SANDRIDGE ENERGY: S&P Lowers CCR to 'CCC+' & Puts on Watch Neg.
SANTA FE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
SEADRILL LTD: Bank Debt Trades at 17% Off

SIERRA MADRE WATER: Moody's Affirms Ba1 Rating on 1998A Rev. Bonds
SIMON WORLDWIDE: Posts $284,000 Net Loss in First Quarter
SOLAR POWER: Reports $37.5 Million Net Loss in First Quarter
SPANISH BROADCASTING: Posts $8.61 Million Net Loss in 1st Qtr.
SPECTRUM BRAND: Fitch Assigns BB- Rating on $1BB Sr. Unsec. Notes

SPECTRUM BRANDS: Moody's Confirms 'B1' Corporate Family Rating
SPECTRUM BRANDS: S&P Affirms B+ CCR & Rates $1BB Unsec. Notes B
SPENDSMART NETWORKS: Incurs $949,000 Net Loss in First Quarter
STOCKBRIDGE/SBE HOLDINGS: Moody's Withdraws Caa2 Corp Family Rating
TARGETED MEDICAL: Reports $1.67 Million Net Loss in First Quarter

TERVITA CORP: Bank Debt Trades at 4% Off
TIME SERVICE: Case Summary & 2 Largest Unsecured Creditors
TRANS-LUX CORP: Posts $681,000 Net Loss in First Quarter
TRANSDIGM INC: Moody's Assigns Ba3 Rating on New $1.5BB Term Loan
TREETOPS ACQUISITION: To Sue Fraternity Revelers for $430K Damage

TRIPLE AAA TILE: Voluntary Chapter 11 Case Summary
TRISTAR WELLNESS: Needs More Time to File Q1 Form 10-Q
TWCC HOLDING: Moody's Rates Amended 1st Lien Secured Debt 'B1'
UNI-PIXEL INC: Issues 450,459 Common Shares to Hudson Bay
UNITED BANCSHARES: Needs More Time to File Q1 Form 10-Q

VANTAGE DRILLING: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
VERITEQ CORP: Delays First Quarter Form 10-Q
VERTICAL COMPUTER: Incurs $826,000 Net Loss in First Quarter
VIGGLE INC: Obtains $325,000 Demand Loan From Chairman
VIN-TELLIGENCE: Files for Chapter 11 Bankruptcy Protection

VIPER SERVICES: Case Summary & 20 Largest Unsecured Creditors
VIPER VENTURES: Wants Wells Fargo Litigation Enjoined
VISUALANT INC: Posts $2.24 Million Net Income in Second Quarter
WEST COAST GROWERS: Seeks to Distribute $1-Mil. to Growers
WEST CORP: Holds Annual Meeting of Stockholders

WILLIAMS COMPANIES: Moody's Puts Ba2 Ratings on Review for Upgrade
Z TRIM HOLDINGS: Incurs $7.7 Million Net Loss in First Quarter
[*] Etihad Report Claims US Airlines Got $71.5 Billion in Benefits
[^] BOND PRICING: For the Week From May 11 to 15, 2015

                            *********

1011778 B.C.: Moody's Raises Corp. Family Rating to B1
------------------------------------------------------
Moody's Investors Service upgraded 1011778 B.C. Unlimited Liability
Company's Corporate Family Rating to B1 from B2 and Probability of
Default Rating to B1-PD from B2-PD. Moody's also upgraded the
company's guaranteed senior secured 1st lien revolving credit
facility and guaranteed senior secured 1st lien term loan to Ba3
from B1 and its guaranteed senior secured 2nd lien notes to B3 from
Caa1. In addition, Moody's assigned a Ba3 rating to the company's
proposed $1.25 billion guaranteed 1st lien senior secured notes due
2022. The company's SGL-1 Speculative Grade Liquidity Rating was
affirmed. The outlook is stable.

The upgrade reflects the company's improved same stores sales
performance, improved margins due to cost savings as well as
Moody's expectation that a steady improvement in operating
performance and financial policies that favor debt reduction will
result in improved credit metrics in the next 12 months.

The upgrade also factors in the benefits of lower interest expense
as a result of the company re-pricing its credit facilities and
modestly lower debt levels with the use of cash on hand. Proceeds
from the new $1.25 billion guaranteed senior secured notes along
with a material amount of cash on hand will be used to repay
outstanding term loan B debt. The assignment of the Ba3 rating to
the proposed 1st lien guaranteed senior secured notes, the same as
the bank credit facility ratings, reflects Moody's understanding
that the 1st lien notes rank pari passu with the bank lenders in
all regards.

The B1 Corporate Family Rating (CFR) reflects 1011778 B.C. 's
relatively high leverage, modest cash flow metrics and aggressive
financial policy as well as the significant remodeling requirements
of its franchisees. Moody's also believes that soft consumer
spending and high levels of promotional activities by competitors
will continue to pressure operating performance. However, the
ratings also reflect the brand recognition of both Burger King and
Tim Horton's, meaningful scale of the combined company, diversified
day part and food offerings which boosts returns on invested
capital and profit margins, and very good liquidity.

Ratings upgraded:

  -- Corporate Family Rating to B1 from B2

  -- Probability of Default Rating to B1-PD from B2-PD

  -- $2.25 billion guaranteed senior secured 2nd lien notes due
     2022 to B3 (LGD5) from at Caa1 (LGD 5)

  -- $500 million guaranteed senior secured 1st lien revolving
     credit facility to Ba3 (LGD 3) from B1 (LGD 3)

  -- $6.75 billion guaranteed senior secured 1st lien term loan
     to Ba3 (LGD 3) from B1 (LGD 3)

Ratings assigned:

  -- $1.25 billion guaranteed senior secured 1st lien notes due
     2022 rated Ba3 (LGD 3)

Ratings affirmed are:

  -- SGL-1 Speculative Grade Liquidity Rating

Factors that could result in an upgrade include a sustained
strengthening of debt protection metrics with debt to EBITDA
migrating towards 4.5 and EBITA coverage of interest moving towards
3.0 times. A higher rating would also require maintaining very good
liquidity.

Factors that could result in a downgrade include an inability to
strengthen credit metrics with debt to EBITDA exceeding 5.5 times
or EBITA to interest approaching 2.0 time. A deterioration in
liquidity for any reason could also result in a downgrade.

The principal methodology used in these ratings was Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

1011778 B.C. Unlimited Liability Company, owns, operates and
franchises 13,800 Burger King hamburger quick service restaurants
and 4,545 Tim Horton restaurants. Annual revenues are about $4.4
billion, although systemwide sales are over $23 billion.


315 W 35TH ASSOCIATES: Lender Wants Ch. 11 Dismissed
----------------------------------------------------
Lender Mazel 315 West 35th LLC filed a motion asking the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the bankruptcy case of 315 W 35th Associates LLC.

The Debtor owns real property in New York, which was used to secure
loans obtained by the Debtor from the Lender.  The Property was
scheduled for a public foreclosure sale on April 9, 2015.  However,
according to the Lender, the Debtor filed a petition under Chapter
11 of the Bankruptcy Code to delay the sale.

The Lender seeks the dismissal of the bankruptcy case filed by the
Debtor and prohibit the Debtor from re-filing the bankruptcy case
for 180 days, or in the alternative, grant the Lender relief from
the automatic stay so that the foreclosure sale can be completed
and the State Court-appointed Receiver can retain possession,
custody and control over the Property.

Counsel for lender, Stephen B. Meister, Esq., at Meister Seelig &
Fein LLP, in New York, argues that the Chapter 11 Petition was
filed by the Debtor in bad faith and is futile.  The Debtor is a
single-asset real estate entity with no encumbered property, no
income, no employees, and no operating business to reorganize, and
the Property is entirely vacant, Mr. Meister tells the Court.  The
Debtor only had a few unsecured creditors whose claims are tiny in
relation to that of Lender, he says.  The sole purpose of the
Petition was to frustrate the Lender's exercise of its right to
foreclose the property, he asserts.

The Lender is represented by:

         Stephen B. Meister, Esq.
         Christopher J. Major, Esq.
         Kevin Fritz, Esq.
         MEISTER SEELIG & FEIN LLP
         125 Park Avenue, 7th Floor
         New York, NY 10017
         Tel: (212)655-3500
         Email: sbm@msf-law.com
                cjm@msf-law.com
                kaf@msf-law.com

                    About 315 W 35th Associates

315 W 35th Associates LLC, owner of a parcel of real estate
located
at 315 West 35th Street, New York, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10877) on
April 8, 2015.  

The Debtor, a Single Asset Real Estate, says the property is worth
$40 million.  Its liabilities total $30.7 million.

The Debtor tapped M. David Graubard, Esq., at Kera & Graubard, in
New York, as bankruptcy counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 6, 2015.


315 W 35TH ASSOCIATES: Proposed Buyer Wants Ch. 11 Trustee Named
----------------------------------------------------------------
John Young filed a motion asking the U.S. Bankruptcy Court for the
Southern District of New York to appoint a Chapter 11 Trustee for
315 W 35th Associates LLC.

Mr. Young's counsel, Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP, in New York, asserts that while lender Mazel 315 West
35th LLC has established cause to dismiss the Chapter 11 case, the
Court should instead appoint a Chapter 11 Trustee because it is in
the best interest of the creditors and the Debtor's estate to sell
the Property under a Chapter 11 plan.

On October 13, 2013, the Debtor had executed an agreement to sell
the real property in New York to Mr. Young for $31,500,000.  Mr.
Young paid a $3,150,000 deposit which is held by the Debtor's
counsel.  The Agreement was scheduled as an executory contract.

Mr. Frankel asserts that Mr. Young is entitled to close under
paragraph 29(b) of the Agreement, if the Debtor "fails" or
"refuses" to sell the Property.  Mr. Frankel argues that if the
Property were to be sold in bankruptcy, the Debtor must reject the
Agreement.  Contract rejection would strip Mr. Young of his
contractual right to close, which would trigger an $8,500,000
contract rejection claim in favor of Mr. Young, Mr. Frankel tells
the Court.

Mr. Young's motion for appointment is scheduled for hearing on May
28, 2015 at 10:00 a.m.

Mr. Young is represented by:

         Mark A. Frankel, Esq.
         BACKENROTH FRANKEL & KRINSKY, LLP
         800 Third Avenue
         New York, NY 10022
         Tel: (212)593-1100
         Email: mfrankel@bfklaw.com

                    About 315 W 35th Associates

315 W 35th Associates LLC, owner of a parcel of real estate
located
at 315 West 35th Street, New York, sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-10877) on
April 8, 2015.  

The Debtor, a Single Asset Real Estate, says the property is worth
$40 million.  Its liabilities total $30.7 million.

The Debtor tapped M. David Graubard, Esq., at Kera & Graubard, in
New York, as bankruptcy counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 6, 2015.


544 SAN ANTONIO: Court Okays Levene Neale as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California authorized 544 San Antonia Road LLC
to employ Levene, Neale, Bender, Yoo & Brill as its general
bankruptcy counsel.

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

                       About 544 San Antonio

544 San Antonio Road filed a Chapter 11 bankruptcy petition
(Bankr.
C.D. Cal. Case No. 15-13570) in Los Angeles, California, on March
9, 2015.  The petition was signed by Benjamin Kirk as manager.

David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP,
in Los Angeles, serves as the Debtor's counsel.
The Debtor disclosed $14,000,280 in assets and $12,451,354 in
liabilities as of the Chapter 11 filing.

No committee of unsecured creditors has been formed, and no
trustee
has been appointed.


A'MANGIARE OF ELMSFORD: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
A'Mangiare of Elmsford, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 15-22581) on April 28, 2015.

Ernie Garcia at Lohud reports that a meeting with the Company's
creditors is set for June 20.

According to Lohud, the Company blamed bad weather, increased
competition, a bad economy and increased expenses for indebtedness
that led to the bankruptcy filing.  The Company said in court
documents that it also has an ongoing dispute with its landlord.

Several of workers quit, while banking problems led to a disruption
of the restaurant's credit card processing and nonpayment of
utility bills, Lohud relates, citing the restaurant's owner, Joseph
Rabadi.

Anne J. Penachio, Esq., at Penachio Malara LLP serves as the
Company's bankruptcy counsel.

Headquartered in Elmsford, New York, A'Mangiare of Elmsford, Inc.
-- http://www.amangiare.com/elmsford/home.html-- is a chain of
three restaurants with locations in Bronxville and Pleasantville.


ACTIVECARE INC: Posts $1.42 Million Net Loss in Fiscal Q2
---------------------------------------------------------
Activecare, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.42 million on $1.55
million of chronic illness monitoring revenues for the three months
ended March 31, 2015, compared with a net loss attributable to
common stockholders of $4.63 million on $1.03 million of chronic
illness monitoring revenues for the same period last year.

For the six months ended March 31, 2015, the Company reported a net
loss attributable to common stockholders of $4.14 million on $3.06
million of chronic illness monitoring revenues compared to a net
loss attributable to common stockholders of $9.8 million on $3.04
million of chronic illness monitoring revenues for the same period
during the prior year.

As of March 31, 2015, the Company had $4.63 million in total
assets, $11.13 million in total liabilities and a $6.49 million
total stockholders' deficit.

The Company's cash balance as of March 31, 2015, was $505,000.

The Company continues to incur negative cash flows from operating
activities and net losses.  The Company had negative working
capital and negative total equity as of Sept. 30, 2014, and
March 31, 2015 and is in default with respect to certain debt.
These factors, the Company said, raise substantial doubt about its
ability to continue as a going concern.

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


                       http://is.gd/dv5xpY

                        About ActiveCare

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

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

ActiveCare reported a net loss attributable to common stockholders
of $16.4 million for the year ended Sept. 30, 2014, compared to a
net loss attributable to common stockholders of $27.5 million for
the year ended Sept. 30, 2013.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2014.  The independent auditors noted that
the Company has recurring losses, negative cash flows from
operating activities, negative working capital, negative total
equity, and certain debt that is in default.  These conditions, the
auditors said, among others, raise substantial doubt about the
Company's ability to continue as a going concern.


AEOLUS PHARMACEUTICALS: Posts $712,000 Net Loss in First Quarter
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss of $712,000 on $1.18 million of contract revenue for the
three months ended March 31, 2015, compared to a net loss of
$437,000 on $1.43 million of contract revenue for the same period
in 2014.

For the six months ended March 31, 2015, the Company reported a net
loss of $1.41 million on $2.11 million of contract revenue compared
to a net loss of $1.13 million on $2.23 million of contract revenue
for the same period last year.

As of March 31, 2015, the Company had $2.24 million in total
assets, $1.81 million in total liabilities and $434,000 in total
stockholders' equity.

The Company had cash and cash equivalents of $248,000 on March 31,
2015, and $1,517,000 on Sept. 30, 2014.  The decrease in cash was
primarily due to cash used in operating activities.

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

                        http://is.gd/2cW3qk

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus Pharmaceuticals reported a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014, compared with a net loss of $3.21
million for the fiscal year ended Sept. 30, 2013.

Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does not
currently possess sufficient working capital to fund its operations
through fiscal 2014.  These conditions, among other things, raise
substantial doubt about the Company's ability to continue as a
going concern.


AFFIRMATIVE INSURANCE: Posts $1.98-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Affirmative Insurance Holdings, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.98 million on $52.4 million of total revenues for
the three months ended March 31, 2015, compared to net income of
$664,000 on $45.5 million  of total revenues for the same period
last year.

As of March 31, 2015, the Company had $312 million in total assets,
$448 million in total liabilities and a $136 million total
stockholders' deficit.

"The Company's recent history of recurring losses from operations,
its failure to comply with certain financial covenants in its
senior secured and subordinated credit facilities, its need to meet
debt repayment requirements and its failure to comply with the
Illinois Department of Insurance minimum risk-based capital
requirements raise substantial doubt about the Company's ability to
continue as a going concern," according to the Form 10-Q.

A full-text copy of the Quarterly Report is available at:

                        http://is.gd/ZKi8tI

                     About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

Affirmative Insurance reported a net loss of $32.2 million in 2014,
compared to net income of $30.7 million in 2013.

As of Dec. 31, 2014, the Company had $338 million in total assets,
$472 million in total liabilities, and a $134 million total
stockholders' deficit.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2014.  The accounting firm noted that the Company's
recent history of recurring losses from operations, its failure to
comply with certain financial covenants in the senior secured and
subordinated credit facilities, its need to meet debt repayment
requirements and its failure to comply with the Illinois Department
of Insurance minimum risk-based capital requirements raise
substantial doubt about its ability to continue as a going
concern.


ALERE INC: Qtr. Finc'l Restatement No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service commented that Alere, Inc.'s announcement
that its audited and quarterly financial statements for 2014 will
need to be restated and cannot be relied upon is credit negative.
However, Moody's believes that the company's earnings and cash flow
remain strong enough to support the B2 Corporate Family Rating and
stable outlook despite the restatement. There are no changes to
Moody's ratings or stable outlook at this time.

Alere, Inc., headquartered in Waltham, Massachusetts, is a medical
device manufacturer operating in professional and consumer rapid
diagnostics. Alere's rapid diagnostic products focus primarily
within the therapeutic areas of infectious disease, cardio
metabolic disease, and toxicology. For the year ended December 31,
2014, the company generated net revenues from continuing operations
of approximately $2.6 billion.



ALLIED NEVADA: Equity Committee Taps PJSC as Financial Advisor
--------------------------------------------------------------
The Official Committee of Equity Security Holders for Allied Nevada
Gold Corp and its debtor-affliates asks the Hon. Mary F. Walrath of
the U.S. Bankruptcy Court for the District of Delaware to retain
Peter J. Solomon Company as its financial advisory nunc pro tunc to
April 15, 2015.

The firm will:

     a) advise and assist the Equity Committee in assessing the
operating and financial performance of, and strategies for, the
Debtors;

     b) advise and assist the Equity Committee in reviewing and
analyze the business plans and financial projections prepared by
the Debtors' including, but not limited to, testing assumptions and
comparing those assumptions to historical company and industry
trends;

     c) advise and assist the Equity Committee in evaluating the
Debtors and its assets and liabilities, including valuations
proposed by any interested party, and upon the Equity Committee's
request, prepare a valuation report;

     d) advise and assist the Equity Committee regarding
restructuring of the Debtors' existing indebtedness;

     e) advise and assist the Equity in reviewing the Debtors'
weekly cash flow forecast, liquidity and adequacy of financing and
financing options;

     f) advise and assist the Equity Committee in the course of any
negotiations with the Debtors and their creditors and
constituencies, including participation in meetings and telephone
or video conferences;

     g) advise and assist the Equity Committee in developing,
evaluating, structuring and negotiating the terms and conditions of
any potential plans of reorganization;

     h) advise and assist the Equity Committee in assessing the
value of any debt or securities that may be issued in conjunction
with a plan of reorganization, including securities which may be
issued to equity holders;

     i) advise and assist the Equity Committee regarding any
potential sales of the Debtors or their assets or lines of
business;

     k) render other financial advisory services as may be agreed
upon by the firm and the Equity Committee or its professionals in
connection with the foregoing.

The Debtors agree to pay the firm in this manner:

     a) monthly fee:

The firm will be paid in cash an advisory fee of $125,000 per month
for a minimum of six months, pro-rated for any incomplete monthly
period of service, with the first monthly fee accruing from the
effective date and payable upon the execution of the engagement
agreement by both parties and subsequent payments due on each month
anniversary of the effective date for each month of the firm's
engagement; and

     b) completion fee:

The firm will be paid in cash a completion fee equal to $2,000,000
reduced by 50% of the amount, if any, by which aggregate monthly
fees paid under Section 2(a) of the engagement agreement exceeds
$750,000, payable upon the confirmation of a plan of reorganization
and sale or other disposition of substantially all of the assets of
the Debtors affecting existing or potential debt obligations or
other claims against and interest in the Debtors and its
affiliates, including, without limitations, senior debt, junior
debt, trade claims, general unsecured claims and equity interests.

Anders J. Maxwell, managing director of the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Anders J. Maxwell
   Peter J. Solomon Company
   1345 Avenue of the Americas
   New York, NY 10105
   Tel: (212) 508-1683
   Fax: (212) 508-1633
   Email: amaxwell@pjsolomon.com

A hearing is set for June 1, 2015, at 10:30 (ET) to consider the
Debtor's request.  Objections, if any, are due May 25, 2015, at
4:00 p.m. (ET).

                      About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.  ANV's common stock traded on the NYSE and the TSX.

ANV was spun off from Vista Gold Corp. in 2006 and began
operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United
States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Debtors have requested that their cases
be jointly administered under Case No. 15-10503.  The cases are
assigned to Judge Mary F. Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys, FTI Consulting Inc. as financial advisor,
Moelis & Company as financial advisor, and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

Andrew R. Vara, Acting United States Trustee for Region 3,
appointed these persons to the Committee of Equity Security
Holders
in connection with the case of debtor Allied Nevada Gold Corp.


ALLIED NEVADA: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Allied Nevada Gold Corp. and its debtor-affiliates submitted to the
U.S. Bankruptcy Court for the District of Delaware their schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property        $1,050,578,811
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $161,727,714
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,016,548
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $324,899,337
                               --------------    ------------
        TOTAL                  $1,050,578,811    $487,643,600

A copy of the Debtor's Schedules is available for free at
http://is.gd/XeXo7P

                      About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.  ANV's common stock traded on the NYSE and the TSX.

ANV was spun off from Vista Gold Corp. in 2006 and began
operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United
States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Debtors have requested that their cases
be jointly administered under Case No. 15-10503.  The cases are
assigned to Judge Mary F. Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys, FTI Consulting Inc. as financial advisor,
Moelis & Company as financial advisor, and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

Andrew R. Vara, Acting United States Trustee for Region 3,
appointed these persons to the Committee of Equity Security
Holders
in connection with the case of debtor Allied Nevada Gold Corp.


ALLIED NEVADA: Proposes to Implement Short-Term Incentive Program
-----------------------------------------------------------------
Allied Nevada Gold Corp., et al., filed a motion seeking authority
from the U.S. Bankruptcy Court for the District of Delaware to
implement a short-term incentive program.

Since 2010, the Debtors have had various practices, programs and
policies that provide important benefits for their employees,
including, without limitation, a number of incentive programs
designed to provide additional compensation and other benefits to
encourage exceptional employee performance for the benefit of the
Debtors' business.  Specifically, the Debtors historically have
offered, among other things, (i) a short-term cash-based bonus
program for hourly employees based on certain performance metrics
and paid on a quarterly basis, and (ii) an annual incentive plan
for salaried employees consisting of a cash portion and a stock
portion based on certain operating metrics as determined by the
board of directors.  Salaried employees received payments on
account of the Annual Cash Bonus Program at the end of every
February, including in February 2015 with respect to the 2014
Annual Cash Bonus Program.  On April 15, 2015, the Court authorized
the Debtors to continue their prepetition employee incentive
programs as they relate to non- insiders.

The Debtors' counsel, Stanley B. Tarr, Esq., at Blank Rome LLP, in
Wilmington, Delaware, asserts that the Debtors' ability to maintain
their business operations, maximize the value of their assets and
maximize stakeholder recoveries through a successful and expedient
restructuring process hinges on the Debtors' ability to retain and
incentivize Key Employees during this critical period.  

Accordingly, the Debtors sought to implement a post- petition
incentive program to motivate certain non-insider Key Employees to
advance the Debtors' business and restructuring goals during the
pendency of the Chapter 11 cases.

The proposed post-petition incentive program, including the cost
thereof, replicates the Annual Cash Bonus Program, one of the
Pre-Petition Employee Incentive Programs that was already approved
by the Court, but modifies (i) the metrics with respect to the
program based on the Debtors' current operational and strategic
goals, as discussed below, and (ii) the timing of payments to
certain Key Employees.  Specifically, the Debtors sought to modify
the Annual Cash Bonus Program to make incentive payments to
non-insider Key Employees for the second and third quarters of 2015
on a quarterly, rather than an annual, basis to incentivize those
employees to achieve critical goals on an expedited timeframe.

The Debtors' motion is scheduled for hearing on June 1, 2015, at
10:30 a.m.  The deadline for the submission of objections to the
motion is set at May 26.

The Debtors are represented by:

         Stanley B. Tarr, Esq.
         Bonnie Glantz Fatell, Esq.
         Michael D. DeBaecke, Esq.
         BLANK ROME LLP
         1201 N. Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 425-6400
         Fax: (302) 425-6464
         Email:  Tarr@BlankRome.com
                 Fatell@BlankRome.com
                 Debaecke@BlankRome.com

            -- and --

         Ira S. Dizengoff, Esq.
         Philip C. Dublin, Esq.
         Alexis Freeman, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Tel: (212) 872-1000
         Fax: (212) 872-1002
         Email:  idizengoff@akingump.com
                 pdublin@akingump.com
                 afreeman@akingump.com

                      About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.  ANV's common stock traded on the NYSE and the TSX.

ANV was spun off from Vista Gold Corp. in 2006 and began
operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United
States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Debtors have requested that their cases
be jointly administered under Case No. 15-10503.  The cases are
assigned to Judge Mary F. Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys, FTI Consulting Inc. as financial advisor,
Moelis & Company as financial advisor, and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

The U.S. Trustee has appointed three creditors of the company to
serve on the official committee of unsecured creditors.

The Acting United States Trustee for Region 3 appointed five
members to the Official Committee of Equity Security Holders.


ALTEGRITY INC: Seeks Aug. 6 Extension of Lease Decision Time
------------------------------------------------------------
Altegrity, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the time by which the Debtors must
decide to assume or reject unexpired leases of non-residential real
property through and including August 6, 2015.

Elizabeth S. Justison, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, tells the Court that since the
commencement of the Chapter 11 cases, the Debtors' management and
professional advisors have devoted a significant amount of effort
towards ensuring a smooth transition of the Debtors' operations
into Chapter 11 with an eye towards a prompt emergence.

Ms. Justison adds that the Debtors have also focused on a number of
operational and administrative matters that have arisen during the
course of, or as a result of commencing, their Chapter 11 cases.
These include, among other things: (a) preparing and filing their
Schedules of Assets and Liabilities and Statements of Financial
Affairs; (b) obtaining the Court's approval for a bar date and
implementing noticing in relation thereto; (c) responding to
various creditor inquiries; (d) retaining professionals; (e)
evaluating and resolving requests for additional adequate assurance
of future payment from certain utility providers; (f) evaluating
certain of the Debtors' Unexpired Leases and filing the Omnibus
Lease Rejection Motions; and (g) commencing defense of the Class
Action Adversary Proceeding Complaint for Violation of WARN Act 29
U.S.C. Section 2101.  Finally, since their appointment, the Debtors
have worked diligently to respond to informal discovery served by
the Official Committee of Unsecured Creditors and to engage in
negotiations with the Committee concerning the Debtors' proposed
Chapter 11 plan.  Given the nature and the size of the Debtors'
business operations, these actions have required a significant
amount of the Debtors' and their professionals' time and resources.


Ms. Justison asserts that due to the Debtors' attention to other
matters, the Debtors are not yet in a position to undertake a
thorough analysis of their unexpired leases.  The proposed
extension of time will enable the Debtors to conduct their review
of the Unexpired Leases and make decisions concerning their
assumption or rejection where appropriate, Ms. Justison further
asserts.  If the extension is not granted, the Debtors may not have
sufficient time to adequately consider whether assumption or
rejection of each of the Unexpired Leases is necessary, Ms.
Justison adds.

The Motion is scheduled for hearing on May 20, 2015, at 10:00 a.m.
The deadline for the submission of objections is set at May 13.

The Debtors are represented by:

         Edmon L. Morton, Esq.
         Joseph M. Barry, Esq.
         Elizabeth S. Justison, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square 1000 North King Street
         Wilmington, DE 19801
         Tel: (302)571-6600
         Fax: (302) 571-1253
         Email: emorton@ycst.com
                jbarry@ycst.com
                rbartley@ycst.com

           -- and --

         M. Natasha Labovitz, Esq.
         Jasmine Ball, Esq.
         Craig A. Bruens, Esq.
         DEBEVOISE & PLIMPTON LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 909-6000
         Fax: (212) 909-6836
         Email: nlabovitz@debevoise.com
                jball@debevoise.com
                cabruens@debevoise.com

                      About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services.  Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11
Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on
Feb. 8, 2015.

Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A.
Bruens,Esq., at Debevoise & Plimpton LLP serve as the Debtors'
counsel.  Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon
L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as
the Debtors' Delaware and conflicts counsel.  Stephen Goldstein
and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.


ALVION PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alvion Properties, Inc.
        22 S Main St
        Harrisburg, IL 62946

Case No.: 15-40462

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Hon. Laura K. Grandy

Debtor's Counsel: Douglas A Antonik, Esq.
                  ANTONIK LAW OFFICES
                  3405 Broadway
                  PO Box 594
                  Mt Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633
                  Email: antoniklaw@charter.net

Total Assets: $1 billion

Total Debts: $2.7 million

The petition was signed by Shirley Karnes Medley, president.

List of Debtor's nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Clancy Covert                       Legal Fees         $250,000
PO Box 15307
Chattanooga, TN 37415

Dana Petway                                             $10,000

Darrell Dunham                      Legal Fees          $10,000

David Cox                             CPA               $10,000

Jack Harper                                             $20,000

Keith Grant                         Legal Fees          $40,000

Richard Coffman Law Firm            Legal Fees         $603,324
505 Orleans St Ste 505
Beaumont, TX 77704

Robinson Smith and Wells            Legal Fees          $10,203

Ron Pickering                                          $100,000


AMERICAN EAGLE: S&P Withdraws 'D' CCR at Issuer's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Denver,
Colo.-based oil and gas exploration and production (E&P) company
American Eagle Energy Corp., including its 'D' corporate credit
rating and 'D' senior secured debt ratings.  All ratings were
withdrawn at the issuer's request.  S&P had lowered its corporate
credit and issue-level ratings to 'D' on March 4, 2015, following
the company's failure to pay interest on its $175 million senior
secured notes due 2019.  The company filed for Chapter 11 on
May 8, 2015.



AMERICAN TIRE: Cancels Registration of Securities with SEC
----------------------------------------------------------
American Tire Distributors Holdings, Inc., American Tire
Distributors, Inc. and Am-Pac Tire Dist. Inc. filed a Form 15 with
the Securities and Exchange Commission to terminate the
registration of their:

   -- 9.750% Senior Secured Notes due 2017 of American Tire
      Distributors, Inc.

   -- Guarantee of the Notes by American Tire Distributors
      Holdings, Inc.

   -- Guarantee of the Notes by Am-Pac Tire Dist. Inc.

                        About American Tire

American Tire Distributors, Inc., ("ATDI") headquartered in
Huntersville, NC, is a wholesale distributor of tires (over 95% of
sales), custom wheels, and related tools.  It operates more than
140 distribution centers in the US and Canada, with revenues
approaching $5 billion for the twelve months ended October 4, 2014.
Post transaction, the company will be controlled by TPG Capital,
L.P. (46.7%) and Ares Management, L.P. (46.7%), with remaining
shares held by management.

                            *    *    *

As reported by the TCR on Feb. 5, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Huntersville,
N.C.-based American Tire Distributors Inc. (ATD) to 'B' from 'B+'.

American Tire carries a B2 corporate family rating from
Moody's Investors Service.


APOLLO MEDICAL: Obtains Extension of Sale Deadline
--------------------------------------------------
Apollo Medical Holdings, Inc., entered into an amendment to the
First Amendment and Acknowledgement with NNA of Nevada, Inc., an
affiliate of Fresenius Medical Care North America, according to a
document filed with the Securities and Exchange Commission.  The
Amendment amended the First Amendment and Acknowledgement, dated as
of Feb. 6, 2015, among the Company, NNA, Warren Hosseinion, M.D.,
and Adrian Vazquez, M.D., and included an extension of a deadline
previously contemplated by the Acknowledgement.

The First Amendment and Acknowledgement was made with respect to
the investment agreement, dated as of March 28, 2014, between the
Company and NNA.

The Company is required to complete the Sale by May 29, 2015,
pursuant to the terms of the First Amendment.

The Company has requested an extension for completing the Sale
until June 12, 2015, and the Purchaser has agreed to provide that
extension.

                       About Apollo Medical

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

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of Dec. 31, 2014, the Company had $15.02 million in total
assets, $16.5 million in total liabilities, and a $1.47 million
total stockholders' deficit.


ARCH COAL: Bank Debt Trades at 29% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal is a
borrower traded in the secondary market at 70.90 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.31
percentage points from the previous week, The Journal relates. Arch
Coal pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 17, 2018, and carries
Moody's Caa1 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ARCHDIOCESE OF ST. PAUL: Parishes Win Greater Role in Bankruptcy
----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Robert Kressel in St. Paul, Minn., gave the
parishes of the Roman Catholic Archdiocese of St. Paul and
Minneapolis a greater voice as creditors in the archdiocese's
bankruptcy case, a development that is "troubling" to victims of
alleged clergy sexual abuse and their advocates, who say the
judge's ruling effectively gives the archdiocese a place on both
sides of the bargaining table.

According to the report, Judge Kressel signed off on an order that
gives the archdiocese's 187 parishes increased representation in
their bid to reach a settlement with alleged victims through a
separate, parish-only creditors' committee, one with equal standing
to the current creditors’ committee made up of alleged victims.

                    About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and
parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on
Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.

                     *   *   *

The Debtor's exclusive period for filing a Chapter 11 plan and
disclosure statement ends on Nov. 30, 2015.


ATHILON CAPITAL: S&P Withdraws 'CCC-' Rating on Subordinated Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issuer credit
ratings (ICRs) on Athilon Capital Corp. (ACC) and Athilon Asset
Acceptance Corp. (AAAC) (together referred to as Athilon) and its
issue credit ratings on the senior subordinated and subordinated
notes issued by ACC (see list).  AAAC is a credit derivative
product company that has sold credit protections on tranches
primarily referencing corporate entities in the form of CDS.  ACC,
the parent of AAAC, issues debt and guarantees AAAC's CDS
obligations.  Currently, Athilon is in suspension mode under its
operating documents.

In early 2015, Athilon purchased $194.6 million of its senior
subordinated notes from certain investors, which S&P believes is
not contemplated by its operating documents; Athilon did not notify
S&P of such actions.  S&P's rating withdrawals reflect its view of
Athilon's actions, the lack of timely notification to S&P of the
actions taken, and its resulting view that S&P is no longer
receiving sufficient and timely information of satisfactory quality
to maintain its ratings.

RATINGS WITHDRAWN

Athilon Capital Corp.
                                    Rating   Rating
                                    To       From
Issuer credit rating                NR       BBB+
Senior subordinated note issues     NR       B
Subordinated note issues            NR       CCC-

Athilon Asset Acceptance Corp.
                                    Rating   Rating
                                    To       From
Issuer credit rating                NR       BBB+



AVSC HOLDING: Moody's Says Upsized Deal is Credit Negative
----------------------------------------------------------
Moody's Investors Service said AVSC Holding Corp.'s plan to
increase the amount of its proposed senior secured first lien term
loan upsize by $15 million to $180 million from $165 million is
modestly credit negative because it further increases leverage, but
does not impact the company's B2 Corporate Family Rating or
negative rating outlook. Proceeds from the $180 million add-on will
be used to fund a dividend principally to the company's private
equity shareholders Broad Street Principal Investments and Olympus
Partners, and will increase the first lien term loan to $715
million.

AVSC Holding Corp., operating under the brand name PSAV, is an
international provider of audio visual equipment and event
technology support within the hotel, resort and conference center
industry. The company generated revenues of $1.3 billion for fiscal
2014. The company is owned by Goldman Sachs affiliate Broad Street
Principal Investments and Olympus Partners since January 24, 2014.



AXION INTERNATIONAL: Incurs $3.09 Million Net Loss in 1st Quarter
-----------------------------------------------------------------
Axion International Holdings, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common shareholders of $3.09 million on
$2.29 million of revenue for the three months ended March 31, 2015,
compared with net income attributable to common shareholders of
$3.18 million on $4.85 million of revenue for the same period in
2014.

As of March 31, 2015, the Company had $21.3 million in total
assets, $39.5 million in total liabilities, $6.82 million in 10%
convertible preferred stock, and a $25.1 million total
stockholders' deficit.

At March 31, 2015, the Company had a working capital deficit of
$5.20 million, cumulative face value of redeemable preferred stock
and various debt instruments of $43.5 million, a stockholders'
deficit of $25.1 million and have accumulated losses to date of
$78.5 million.  This raises substantial doubt about the Company's
ability to continue as a going concern, according to the regulatory
filing.

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

                         http://is.gd/LQId5f

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

Axion International reported a net loss attributable to common
shareholders of $17.2 million on $14.4 million of revenue for the
year ended Dec. 31, 2014, compared to a net loss attributable to
common shareholders of $25.8 million on $6.62 million of revenue
for the same period in 2013.

BDO USA, LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that Company has suffered recurring
losses from operations and has working capital and net capital
deficiencies that raise substantial doubt about its ability to
continue as a going concern.


BIOFUELS POWER: Delays Q1 Form 10-Q for Review
----------------------------------------------
Biofuels Power Corp. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the period ended
March 31, 2015.  

The Company said its financial statements are not yet ready for
distribution as a result of recent measures the Company has taken
with regard to efforts to sign operating agreements which will
effect subsequent events at the balance sheet date and awaiting
auditors review.

                          Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.08 million on $0 of sales for the year ended Dec. 31, 2014,
compared with a net loss of $607,000 on $0 of sales for the year
ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $2.26 million in total assets,
$7.56 million in total liabilities, and a $5.29 million total
stockholders' deficit.

Clay Thomas, P.C., in Abilene, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has suffered
significant losses and will require additional capital to develop
its business until the Company either (1) achieves a level of
revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to
support its working capital requirements.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


BOOMERANG SYSTEMS: Incurs $2.79 Million Net Loss in Second Quarter
------------------------------------------------------------------
Boomerang Systems, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.79 million on $663,000 of total revenues for the three months
ended March 31, 2015, compared with net income of $7.12 million on
$2.29 million of total revenues for the same period in 2014.

For the six months ended March 31, 2015, the Company reported a net
loss of $15.2 million on $2.35 million of total revenues compared
with net income of $5.28 million on $3.33 million of total revenues
for the same period last year.

As of March 31, 2015, the Company had $6 million in total assets,
$19.5 million in total liabilities, and a $13.5 million total
stockholders' deficit.

Cash and cash equivalents for the six months ended March 31, 2015,
increased by $936,000 to $1.90 million.

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

                       http://is.gd/3SyDFy

                       About Boomerang Systems

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

Boomerang Systems incurred a net loss of $11.2 million for the year
ended Sept. 30, 2013, following a net loss of $17.4 million for the
year ended Sept. 30, 2012.

                         Bankruptcy Warning

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


BOTANICAL REALTY: Seeks 2-Week Extension to File Schedules
----------------------------------------------------------
Botanical Realty Associates Urban Renewal LLC asks the U.S.
Bankruptcy Court for the Eastern District of New York to extend by
two weeks from the date of the order, the time to prepare and file
schedules of assets and liabilities, and statements of financial
affairs.

A hearing is set before the Hon. Elizabeth S. Stong at the United
States Bankruptcy Court, Courtroom 3585, 271- C Cadman Plaza East
in Brooklyn, New York 11201, on July 7, 2015, at 10:30 a.m.

                     About Botanical Realty

Botanical Realty Associates Urban Renewal, LLC, commenced a
Chapter
11 bankruptcy case (Bankr. E.D.N.Y. Case No. 15-41835) in
Brooklyn,
without stating a reason.  The Debtor, a Single Asset Real Estate
as defined in 11 U.S.C. Sec. 101(51B), says its principal asset is
located at 125 Monitor Street, Jersey City, New Jersey.  It says
that its assets are worth $10 million to $50 million and total
debt
is less than $10 million.  David Carlebach, Esq., at The Carlebach
Law Group, in New York, serves as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 21, 2015.


BREF HR: Incurs $27.1 Million Net Loss in First Quarter
-------------------------------------------------------
BREH HR, LLC filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $27.1
million on $48.1 million of net revenues for the three months ended
March 31, 2015, compared to compared to a net loss of $23.7 million
on $49.1 million of net revenues for the same period in 2014.

As of March 31, 2015, BREF had $583 million in total assets, $913
million in total liabilities, and a $330 million total mambers'
deficit.

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

                       http://is.gd/v7hCnf

BREF HR owns and operates Hard Rock Hotel & Casino Las Vegas.  The
Company, which was formed by certain affiliates of Brookfield
Financial, LLC to acquire the entities which indirectly and
previously owned the Hard Rock Hotel & Casino Las Vegas, is based
in New York.

BREF HR reported a net loss of $103 million in 2014, a net loss of
$106 million in 2013 and a net loss of $116 million in 2012.

Deloitte & Touche LLP, in Las Vegas, Nevada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that recurring losses from
operations and the contractual debt repayments due April 17, 2015,
raise substantial doubt about its ability to continue as a going
concern.


CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 4% Off
------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment is a borrower traded in the secondary market at 96.10
cents-on-the- dollar during the week ended Friday, May 15, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.62 percentage points from the previous week, The Journal
relates. Caesars Entertainment pays 600 basis points above LIBOR to
borrow under the facility.  The bank loan matures on September 24,
2020, and carries Moody's B2 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers among
266 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


CATASYS INC: Incurs $260,000 Net Loss in First Quarter
------------------------------------------------------
Catasys, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $260,000
on $433,000 of healthcare services revenues for the three months
ended March 31, 2015, compared to net income of $2.13 million on
$199,000 of healthcare services revenues for the same period in
2014.

As of March 31, 2015, the Company had $1.33 million in total
assets, $41.8 million in total liabilities and a $40.4 million
total stockholders' deficit.

As of May 14, 2015, the Company had a balance of approximately
$450,000 cash on hand.  The Company had working capital deficit of
approximately $3.1 million at March 31, 2015.  The Company has
incurred significant operating losses and negative operating cash
flows since its inception.

"We could continue to incur negative cash flows and operating
losses for the next twelve months.  Our current cash burn rate is
approximately $450,000 per month, excluding non-current accrued
liability payments. We expect our current cash resources to cover
expenses into July 2015: however delays in cash collections,
revenue, or unforeseen expenditures could impact this estimate.  We
are in need of additional capital, however, there is no assurance
that additional capital can be timely raised in an amount which is
sufficient for us or on terms favorable to us and our stockholders,
if at all.  If we do not obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders," the
Company said in the filing.

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

                        http://is.gd/k3IT5J

                        About Catasys Inc.

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

Catasys reported a loss of $27.3 million on $2.03 million of
healthcare services revenues for the 12 months ended Dec. 31, 2014,
compared to a loss of $4.67 million on $754,000 of healthcare
services revenues for the 12 months ended Dec. 31, 2013.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2014.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


CENTRAL ENERGY: Incurs $662,000 Net Loss in First Quarter
---------------------------------------------------------
Central Energy Partners LP filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $662,000 on $909,000 of revenues for the three months ended
March 31, 2015, compared to a net loss of $312,000 on $1.29 million
of revenues for the same period in 2014.

As of March 31, 2015, the Company had $8.12 million in total
assets, $9.32 million in total liabilities and a $1.19 million
total partners' deficit.

"There is no assurance that the Partnership and/or Regional will be
able to complete an accretive acquisition transaction or otherwise
obtain sufficient working capital to cover ongoing cash
requirements.  Without sufficient cash reserves, the Partnership's
ability to pursue additional acquisition transactions will be
adversely impacted.  As of May 6, 2015, Central had only $530,000
of available cash to meet its capital needs.  Furthermore, despite
significant effort, the Partnership has thus far been unsuccessful
in completing an acquisition transaction.  There can be no
assurance that the Partnership will be able to complete an
accretive acquisition or otherwise find additional sources of
working capital.  If an acquisition transaction cannot be completed
or if additional funds cannot otherwise be raised, the Partnership
and/or Regional would be required to seek other alternatives which
could include the sale of assets, closure of operations and/or
protection under the U.S. bankruptcy laws," the Company states in
the report.

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

                        http://is.gd/SztpZq

                    About Central Energy Partners

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc.

Central Energy Partners LP filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$284,000 on $5.07 million of revenues for the year ended Dec. 31,
2014, compared to a net loss of $521,000 on $4.75 million of
revenues for the year ended Dec. 31, 2013.

Montgomery Coscia Greilich, LLP, in Plano, Texas, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that Central has incurred
recurring losses and has a deficit in working capital that raise
substantial doubt about its ability to continue as a going concern.


CHICAGO BOARD OF EDUCATION: Moody's Cuts $6BB GO Debt Rating to Ba3
-------------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Baa3 the rating on
the Chicago Board of Education, IL's $6.2 billion of outstanding
general obligation (GO) debt. The Chicago Board of Education is the
primary debt issuer for the Chicago Public Schools (CPS) (the
district). The outlook remains negative.

The Ba3 rating reflects CPS's steadily escalating pension
contributions and use of reserves to fund those contributions.
Moody's believe pension costs will place increasing strain on the
district's precarious financial position absent material revenue
growth or expenditure reduction, both of which appear increasingly
difficult for the district to achieve. Based on the Illinois
Supreme Court's May 8 overturning of the statute that governs the
State of Illinois' (A3 negative) pensions, Moody's believe that the
district now has fewer options for reducing its own pension costs.
Moody's view the district's ability to grow operating revenue as
similarly constrained. In Moody's opinion, state budget pressures
may limit future state aid increases to the district. The
district's credit profile is also pressured by competing demands
placed on the local property tax base from the debt and unfunded
pension liabilities of the City of Chicago (Ba1 negative) and other
overlapping local governments. Finally, the district's governance
ties to the city inform Moody's credit opinion.

The negative outlook reflects Moody's expectation that CPS's budget
pressures will intensify due to rising pension costs. The
district's net annual pension contribution will increase by 6% this
year. In fiscal 2015, the district's mandatory net annual pension
contribution totals $635 million (an amount which equals the $697
million contribution less state support of $62 million). In fiscal
2014, the district's mandatory net annual pension contribution
totaled $601 million (an amount which equaled the $613 million
contribution less state support of $12 million). Further increases
are scheduled in future years. CPS officials are actively working
to identify revenue enhancements and expenditure adjustments that
will be needed to accommodate the increased payments, but solutions
remain uncertain. This budget gap is a credit negative that is
becoming more pronounced as fiscal 2016 approaches. The outlook
also incorporates the likelihood of continued growth in the
unfunded pension liabilities of the City of Chicago. The costs of
servicing those liabilities exacerbate the practical limitations of
generating revenue from a shared tax base.

What could change the rating up (or revise the outlook to stable):

- Revenue growth and/or reductions in other operating
   expenditures that enable the district to accommodate increased
   pension costs into annual operating budgets without reliance
   on non-recurring revenue sources

- District or state actions that halt the growth of the
   district's unfunded pension liabilities

- Improvement in the City of Chicago's credit profile that
   strengthens CPS's credit quality given the two entities'
   governance ties and coterminous tax base

What could change the rating down:

- A continuation of structurally imbalanced operations

- Narrowing of the district's fund balances and liquidity

- Continued growth in the debt and/or unfunded pension
   liabilities of the district and/or overlapping governments

- Declines in the City of Chicago's credit profile that weakens
   CPS's credit quality given the two entities' governance ties
   and coterminous tax base

CPS's boundaries are coterminous with those of the City of Chicago.
The district is governed by a seven-member Board of Education
appointed by the Mayor of the City of Chicago. In fiscal 2015, CPS
operates 664 schools, including district-run traditional and
options schools, charter schools, and contract schools. Student
enrollment is 396,683 in fiscal 2015.

Debt service on CPS's GO bonds is paid from the district's receipt
of general state aid (GSA), personal property replacement taxes
(PPRT), intergovernmental agreement revenue, and tax increment
financing (TIF) revenue. Debt service on CPS's GO bonds is
ultimately secured by the district's pledge to levy a property tax
that is unlimited as to rate or amount.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


CHICAGO PARK: Moody's Lowers GO Debt Rating to Ba1
--------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa1 the rating on
the Chicago Park District (CPD), IL's $616 million of outstanding
general obligation (GO) debt. The Ba1 rating applies to $333
million of general obligation unlimited tax (GOULT) debt and $283
million of general obligation limited tax (GOLT) debt. The outlook
remains negative.

The Ba1 rating on CPD's GOULT debt reflects the district's
governance ties to the City of Chicago (Ba1 negative). Based on the
Illinois Supreme Court's May 8 overturning of the statute that
governs the State of Illinois' (A3 negative) pensions, Moody's
believe that the city's options for curbing growth in its own
unfunded pension liabilities have narrowed considerably. Moody's
perceive increased risk that the city's intensified pressures will
adversely affect CPD's financial operations and position. CPD's tax
base, which is coterminous with that of Chicago, is highly
leveraged by the debt and unfunded pension obligations of the city
and other overlapping governments. Moody's opinion weighs the
severity of these challenges against the district's credit
attributes, which include an ample liquidity position; considerable
ability to reduce expenditures; and manageable direct debt levels.

The Ba1 rating on CPD's GOLT debt reflects the credit
characteristics inherent in the GOULT rating and the sufficient
debt service coverage provided by the debt service extension base
(DSEB) levy that secures CPD's GOLT debt. The DSEB is a dedicated
debt service levy that is unlimited by rate but is limited by the
amount of the DSEB. The district's 2015 DSEB levy equaled $46.8
million, which provides adequate coverage as it exceeds maximum
annual debt service (MADS) on outstanding GOLT debt.

The negative outlook reflects the district's governance ties to the
City of Chicago, the GO rating of which carries a negative outlook.
The outlook also incorporates the likelihood of continued growth in
the city's unfunded pension liabilities, and the costs of servicing
those liabilities. The substantial funding needs of overlapping
governments exacerbate the practical limitations of generating
revenue from a shared tax base.

What could make the rating go up:

- Improvement in the City of Chicago's credit profile that
   strengthens CPD's credit quality given the two entities'
   governance ties and coterminous tax base

- Change in governance framework that reduces the influence of
   the city on the district

What could make the rating go down:

- Declines in the City of Chicago's credit profile that weakens
   CPD's credit quality given the two entities' governance ties
   and coterminous tax base

- Substantial reduction in the district's reserves or liquidity

- Determination by a court of law that the current statute
   governing the district's pension plan is unconstitutional

The Chicago Park District was created in 1934 though the Park
Consolidation Act. The district is coterminous with the City of
Chicago and is the largest municipal park manager in the nation.

Debt service on the district's outstanding GOULT debt is secured by
a pledge to levy a tax without limitation as to rate or amount.
Debt service on the district's outstanding GOLT debt is supported
by a dedicated levy that is unlimited as to rate but limited in
amount by the amount of the district's DSEB.

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


CHINA SHIANYUN: Posts $120,000 Net Income in First Quarter
----------------------------------------------------------
China Shianyun Group Corp., Ltd. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $120,000 on $782,000 of revenues for the three months
ended March 31, 2015, compared with a net loss of $710,000 on
$101,000 of revenue for the same period in 2014.

As of March 31, 2015, the Company had $3.56 million in total
assets, $5.65 million in total liabilities and a $2.09 million
total stockholders' deficit.

As of March 31, 2015, the Company has accumulated deficits of $5.58
million and a negative working capital of $4.34 million.  

"The Company may need additional cash resources to operate during
the upcoming 12 months, and the continuation of the Company may be
dependent upon the continuing financial support of investors,
directors and/or stockholders of the Company.  However, there is no
assurance that equity or debt offerings will be successful in
raising sufficient funds to assure the eventual profitability of
the Company," the Company said in the filing.

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

                         http://is.gd/HkwH2g

                         About China Shianyun

China Shianyun Group Corp., Ltd, formerly known as China Green
Creative, Inc., develops and distributes consumer goods, including
herbal teas, health liquors, meal replacement products, and cured
meat using ecological breeding methods in China.  The Company is
based in Shenzhen Guandong Province, China.

China Shianyun reported a net loss of $1.33 million on $210,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $382,000 on $2 million of revenues for the year ended Dec. 31,
2013.

AWC (CPA) Limited, in Hong Kong, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that the Company has a significant
accumulated deficits and negative working capital. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


CICERO INC: Posts $896,000 Net Loss in First Quarter
----------------------------------------------------
Cicero Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss applicable to
common stockholders of $896,000 on $460,000 of total operating
revenue for the three months ended March 31, 2015, compared to a
net loss applicable to common stockholders of $754,000 on $539,000
of total operating revenue for the same period in 2014.

As of March 31, 2015, the Company had $2.7 million in total assets,
$16.18 million in total liabiltiies and a $13.48 million total
stockholders' deficit.

Cash and cash equivalents increased to $670,000 at March 31, 2015,
from $20,000 at Dec. 31, 2014, an increase of $650,000.  The
increase is primarily attributable to the collections of accounts
receivable from year end and revenue generated in the first quarter
of 2015.

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

                        http://is.gd/bsBKpj

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero reported a net loss applicable to common stockholders of
$4.05 million on $1.9 million of total operating revenue for the
year ended Dec. 31, 2014, compared to a net loss applicable to
common stockholders of $3.33 million on $2.19 million of total
operating revenue in 2013.  As of Dec. 31, 2014, Cicero had $2.96
million in total assets, $15.6 million in total liabilities, and a
$12.6 million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" in its report on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2014.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CLUBCORP CLUB: Term Loan Re-pricing No Impact on Moody's 'B1' CFR
-----------------------------------------------------------------
Moody's Investor's Service said ClubCorp Club Operations, Inc.'s
proposed re-pricing of its term loan B is a modest credit positive,
as the reduction in interest expense will result in a marginal
improvement in the company's interest coverage metrics and slightly
greater free cash flow generation. However, the re-pricing has no
impact on the company's ratings, including its B1 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating, as well as
the B1 rating on the senior secured bank facility.

Club Corp Club Operations, Inc. is one of the largest owners,
operators and managers of private golf, country, business, sports
and alumni clubs in North America and the largest in the US. As of
March 31, 2015, the company owned, operated or managed 203 clubs
(154 golf & country clubs and 49 business, sports, & alumni clubs)
in 26 states, the District of Columbia, and two foreign countries
with over 180,000 memberships. For the 12 months ended March 31,
2015, Club Corp generated $921 million of revenues. The company's
parent, Club Corp Holdings, Inc. (NYSE: MY CC), completed an IPOD
in 314 and is currently majority-owned by affiliates of KS
Advisors, TLC.



COMMUNICATION INTELLIGENCE: Posts $2.3 Million Net Loss in Q1
-------------------------------------------------------------
Communication Intelligence Corporation filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common stockholders of $2.26
million on $446,000 of total revenue for the three months ended
March 31, 2015, compared to a net loss attributable to common
stockholders of $2.05 million on $301,000 of total revenue for the
same period in 2014.

As of March 31, 2015, the Company had $2.53 million in total
assets, $2.17 million in total liabilities and $356,000 in total
equity.

At March 31, 2015, cash and cash equivalents totaled $1.29 million
compared to cash and cash equivalents of $775,000 at Dec. 31, 2014.
The increase in cash was primarily due to cash provided by
financing activities of $1,200,000, partially offset by cash used
in operating activities of $681,000 and cash used in investing
activities of $5,000.

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

                        http://is.gd/FktVub

                  About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.


CORD BLOOD: Posts $208,000 Net Loss in First Quarter
----------------------------------------------------
Cord Blood America, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $208,706 on $1.27 million of revenue
for the three months ended March 31, 2015, compared to a net loss
attributable to the Company of $436,678 on $919,508 of revenue for
the same period last year.

As of March 31, 2015, the Company had $3.79 million in total
assets, $4.69 million in total liabilities and a $899,954 total
stockholders' deficit.

"Since inception, the Company has financed cash flow requirements
through the issuance of common stock and warrants for cash,
services and loans.  However, over the past eight quarters, the
Company has reduced operating expenses, ended investment in its
unconsolidated affiliates and received no additional funding from
outside sources for working capital.  The Company plans to continue
to operate on its cash flows from operations by aligning its
expenses with its revenues.  If cash flows from operations are
significantly less than projected, then the company would need to
either cut back on its budgeted spending, look to outside sources
for additional funding or a combination of the two.  The Company
currently does not have any financing agreements in place for
additional funding.  If the Company is unable to access sufficient
funds when needed, obtain additional external funding or generate
sufficient revenue from the sale of our products, the Company could
be forced to curtail or possibly cease operations," the Company
states in the report.

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

                        http://is.gd/FVstp5

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company has been the subject of a going concern opinion by its
independent auditors who have raised substantial doubt as to the
Company's ability to continue as a going concern.  De Joya
Griffith, LLC, in Henderson, NV, noted that the Company has
incurred losses from operations, which losses have caused an
accumulated deficit of approximately $53.46 million as of Dec. 31,
2014.

The Company disclosed net income of $240,000 on $4.33 million of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$2.97 million on $3.82 million of revenue for the year ended Dec.
31, 2013.


CORINTHIAN COLLEGES: Gov't Had Key Role in Collapse, Report Says
----------------------------------------------------------------
The Orange County Register reports that the government played key
role in Corinthian Colleges, Inc.'s collapse.

The Orange County Register relates that 85% of the School's revenue
reportedly came from federal loans, and the entire business model
is supported by a government-inflated market for post-secondary
degrees.

Mandi Woodruff at Yahoo Finance says that the shutdown of 28
campuses affected employees at 13 Everest and WyoTech campuses, as
well as the entirety of Heald College.  

"It was was obvious that they were under attack, we all knew about
[the government investigation].  But when they let us start the new
quarter in April, I thought we were going to at least go to the end
of the quarter," Yahoo Finance quoted Edgar de Sola, who was an
adjunct instructor in the medical assistant program at both Heald
and Everest Institute in San Francisco, as saying.

Amanda Bronstad at The National Law Journal reports that lawyers
estimate the School's former students could have claims exceeding
$25 billion.  As reported by the Troubled Company Reporter on May
15, 2015, the U.S. Trustee's Office granted an ad-hoc student
group's request to form a special committee to represent the
interests of the students.  

                    About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The Chapter 11
petitions are being jointly administered under the caption In re:
Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC).  The
cases are assigned to Judge Kevin J. Carey.

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges disclosed total assets of $19.2 million and
total liabilities of $143.1 million in its petition.


CUBIC ENERGY: Posts $3.2 Million Net Loss in Third Quarter
----------------------------------------------------------
Cubic Energy, Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $3.2 million on $3.03
million of total revenues for the three months ended March 31,
2015, compared to a net loss attributable to common stockholders of
$8.49 million on $5.21 million of total revenues for the same
period in 2014.

For the nine months ended March 31, 2015, the Company reported net
income attributable to common stockholders of $6.54 million on
$10.75 million of total revenues compared to net income
attributable to common stockholders of $2.07 million on $10.84
million of total revenues for the same period last year.

As of March 31, 2015, the Company had $121 million in total assets,
$115 million in total liabilities, $988 in redeemable preferred
stock, and $6.09 million in total stockholders' equity.

At March 31, 2015, the Company had a working capital deficit of
$93.7 million, an increase from its working capital deficit of
$73.0 million as of June 30, 2014.  The increase in the Company's
working capital deficit is primarily attributable to an increase in
our borrowings, which are classified as current due to its
financial condition.

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

                         http://is.gd/M3cNun

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent accounting firm noted
that the Company has suffered recurring losses from operations,
has violated covenants of its debt agreements, has a working
capital deficit and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

The Company reported net income of $9.11 million on $15.9 million
of total revenues for the fiscal year ended June 30, 2014, compared
with a net loss of $5.93 million on $3.84 million of total revenues
last year.


EAST COAST BROKERS: Agrees to Sell Blanca Ave. Property
-------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for the estates of
East Coast Brokers & Packers, Inc., et al., asked the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to approve a settlement with L3064, LLC.

The Global Settlement Agreement contains the following principal
terms:

   (a) As to the PTG Adversary, on or before May 22, 2015, Batista
Madonia, III, a/k/a Batista Madonia, Jr. ("Junior") and his family
will vacate the Blanca Avenue Property.

   (b) Junior, for himself and his family, and PTG covenant not to
remove any property or cause or permit any damage to the Blanca
Avenue Property, directly or indirectly.

   (c) Junior and PTG acknowledge and agree that the Blanca Avenue
Property will be sold with its contents, including all personal
property, other than the Retained Personal Property.

   (d) The Chapter 11 Trustee or his designee will be authorized to
videotape the Blanca Avenue Property and its contents within 48
hours to document the condition of the home and PTG and Junior will
grant the Chapter 11 Trustee and his representatives full access to
the Blanca Avenue Property.

   (e) Effective upon the signing of the Global Settlement
Agreement, PTG shall irrevocably delegate to the Trustee the
exclusive right to market and sell the Blanca Avenue Property and
to negotiate with Lender regarding the mortgage on the Blanca
Avenue Property.

   (f) With respect to the net proceeds of the sale of the Blanca
Avenue Property, the Chapter 11 Trustee retains the first $400,000
and the Debtors, Madonia, Sr. and E. Madonia will receive the next
$200,000.  The Madonias and the Chapter 11 Trustee will then split
equally all net proceeds of the sale of the Blanca Avenue Property
in excess of the $600,000.

   (g) Upon the Court's entry of an order approving the Global
Settlement Agreement, the Chapter 11 Trustee's Motion to: (1)
Compel Settlement and (2) Compromise Controversy with Professional
Talent Group, LLC will be rendered moot.

   (h) As to the B3 Sales Adversary, the Madonia Parties
acknowledge and agree that the Trustee entered into the Global
Settlement based on representations made by Junior and the Madonias
to Judge Hyman and to the Trustee regarding Junior's financial
condition and his inability to pay or satisfy a judgment. Junior
and his wife Angela will provide sworn financial disclosures (other
than disclosures pertaining to income received by Junior, or
deductible expenses, from 2007 - 2014), in form and content
acceptable to the Trustee in his sole discretion, and shall provide
sworn financial disclosures to the Trustee no later than 30 days
after the date of the Global Settlement Agreement, and shall submit
to a deposition in aid of execution no later than 10 days
thereafter. Junior will not invoke his Fifth Amendment privilege
against self- incrimination in response to any question, other than
questions relating to income he received, or deductible expenses,
for the period 2007 - 2014. If Junior refuses to answer or invokes
his Fifth Amendment privilege against self-incrimination in
response to other questions, the Trustee may seek to compel his
testimony. If ordered by the Court and Junior nonetheless refuses
to answer the question(s), Junior will be in default of the
Agreement and the Trustee will be entitled to judgment against
Junior for the sum of $10,000,000 for which execution will issue
forthwith.

   (i) Junior will pay the Chapter 11 Trustee, (i) $10,000 upon the
entry of an order approving the Global Settlement Agreement; and
(ii) $5,000 per month commencing on June 15, 2015, and continuing
on the 15th day of each month thereafter for 12 months until the
Trustee has received a total of $70,000.  Upon the Trustee's
receipt of the full settlement amount from Junior and the Madonia
Parties' compliance with the obligations imposed by the Global
Settlement Agreement, the B3 Sales Adversary and the Batista Jr.
Adversary will be dismissed with each party to bear its own fees
and costs.

   (j) The Batista IV Adversary will be dismissed with each party
to bear its own fees and costs.

   (k) Effective upon the execution of the Global Settlement
Agreement, the Madonia Parties will release the Trustee and Lender,
their agents, accountants, attorneys, advisors and representatives
from any and all demands, claims, actions or causes of action,
whether known or unknown.

   (l) Upon faithful and timely performance of all obligations
imposed by the Global Settlement Agreement upon the Madonia
Parties, the Trustee and the Debtor's estate will release each of
the Madonia Parties from any and all demands, claims, actions or
causes of action, whether known or unknown.

The Chapter 11 Trustee's counsel, Jordi Guso, Esq., at Berger
Singerman LLP, in Miami, Florida, asserts that the terms of the
Global Settlement Agreement are favorable to the Chapter 11
Trustee, the Madonia Parties, the Debtor's estate and its
creditors.  Mr. Guso adds that the approval of the Global
Settlement Agreement would be beneficial to the Debtor's estate and
its creditors because of the Lender's participation.
As part of the global settlement, the Lender has agreed to abate
prosecution of the foreclosure of the Blanca Avenue Property for a
period of 180 days.  Interest will continue to accrue on the
Lender's indebtedness until paid in full.
Hearing on the motion was scheduled for May 20, 2015, at 03:00 PM.

The Chapter 11 Trustee is represented by:

         Jordi Guso, Esq.
         Ashley Dillman Bruce, Esq.
         BERGER SINGERMAN LLP
         1450 Brickell Avenue, Suite 1900
         Miami, FL 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340
         Email:  jguso@bergersingerman.com
                 adbruce@bergersingerman.com

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EAST COAST BROKERS: Settles Capital One Claims for $9,000
---------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for the estates of
East Coast Brokers & Packers, Inc., et al., asked the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to approve a compromise controversy with Capital One Bank
(USA), N.A.

According to the Chapter 11 Trustee's counsel, Ashley Dillman
Bruce, Esq., at Berger Singerman LLP, in Miami, Florida, tells the
Court that in order to settle their claims without the added
expense of litigation, the Chapter 11 Trustee and Capital One
reached an agreement resulting in the Stipulation of Settlement.

The following are provided for in the Settlement:

   (a) Capital One will deliver $9,000 in exchange for a release by
the Chapter 11 Trustee of the potential claims under Sections 544,
547, 548, and 550 of the Bankruptcy Code and Chapter 726, Florida
Statutes.

   (b) Capital One agrees to waive any and all claims and rights
under Section 502, and any claims of any nature and priority
previously filed or scheduled, and any rights to file any claim of
any nature and priority for the Transfers or otherwise.

   (c) Upon receipt of the Settlement Amount, the Chapter 11
Trustee will release Capital One and its directors, officers,
employees, members, agents, parents, affiliates, subsidiaries,
other related entities, successors and assigns, from any and all
further known and unknown liability to the Debtors or Trustee
relating to the Transfers or otherwise.

The Chapter 11 Trustee is represented by:

         Brian G. Rich, Esq.
         Jordi Guso, Esq.
         Ashley Dillman Bruce, Esq.
         BERGER SINGERMAN LLP
         1450 Brickell Avenue, Suite 1900
         Miami, FL 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340
         Email:  brich@bergersingerman.com
                 jguso@bergersingerman.com
                 adbruce@bergersingerman.com

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


ECOSPHERE TECHNOLOGIES: Incurs $2.8 Million Net Loss in Q1
----------------------------------------------------------
Ecosphere Technologies, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.8 million on $13,700 of total revenues for the three months
ended March 31, 2015, compared to a net loss of $3.37 million on
$134,000 of total revenues for the same period in 2014.

As of March 31, 2015, the Company had $15.2 million in total
assets, $5.98 million in total liabilities, $3.82 million in total
redeemable convertible cumulative preferred stock, and $5.33
million in total equity.

As of May 11, 2015, Ecosphere had cash on hand of approximately
$70,000.  Due to the nature of its technology licensing business
model, Ecosphere presently does not have any regularly recurring
revenue.  These factors raise substantial doubt about the Company's
ability to continue as a going concern, the Company said in the
report.

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

                       http://is.gd/iVysvL

                  About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,       
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere Technologies, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $11.5 million on $1.11 million of total revenues for the
year ended Dec. 31, 2014, compared with net income of $19.2 million
on $6.71 million of total revenues for the year ended
Dec. 31, 2013.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company reported a
net loss of $11.5 million in 2014, and cash used in operating
activities of $4.55 million and $10.3 million in 2014 and 2013,
respectively.  At Dec. 31, 2014, the Company had a working capital
deficiency, and accumulated deficit of $2.86 million, and $109
million, respectively.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


EDENOR SA: Posts ARS470 Million Profit in First Quarter
-------------------------------------------------------
Edenor S.A. reported profit of ARS470 million on ARS969 million of
revenue for the three months ended March 31, 2015, compared with a
loss of ARS739 million on ARS901 million of revenue for the same
period in 2014.

As of March 31, 2015, the Company had ARS10.07 billion in total
assets, ARS9.22 billion in total liabilities and ARS855 million in
total equity.

"In fiscal years 2014, 2012 and 2011, the Company recorded negative
operating and net results, and both its liquidity level and working
capital, even in fiscal year 2013, were severely affected.  This
situation is due mainly to both the continuous increase of its
operating costs that are necessary to maintain the level of the
service, and the delay in obtaining rate increases and/or
recognition of its real higher costs, as stipulated in Section 4 of
the Adjustment Agreement, including the review procedure in the
event of deviations exceeding 5%," the Company said in the report.

"In spite of the above-mentioned situation, it is worth mentioning
that, in general terms, the quality of the electricity distribution
service has been maintained and the constant year-on-year increase
in the demand for electricity that has accompanied the economic
growth and the standard of living of the last years has also been
satisfied.  Due to both the continuous increase recorded in the
costs associated with the provision of the service and the need for
additional investments to meet the increased demand, the Company
has adopted a series of measures aimed at mitigating the negative
effects of this situation on its financial structure, minimizing
the impact thereof on the sources of employment, the execution of
the investment plan or the carrying out of the essential operation
and maintenance works that are necessary to maintain the provision
of the public service in a satisfactory manner in terms of quality
and safety."

A full-text copy of the Financial Report is available at:

                        http://is.gd/uwtrWx

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported a loss of ARS780 million on ARS3.59 billion of
revenue for the year ended Dec. 31, 2014, compared with profit of
ARS772.7 million on ARS3.44 billion of revenue for the year ended
Dec. 31, 2013.


ESSAR STEEL: Moody's Downgrades CFR to Caa1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Essar Steel Algoma Inc.'s
corporate family rating and probability of default rating to Caa1
and Caa1-PD from B2 and B2-PD respectively. At the same time
Moody's downgraded the revolving credit facility rating to B1 from
Ba2, the senior secured term loan facility and senior secured notes
rating to B2 from Ba3. The rating on 1839688 Alberta ULC's junior
secured (third lien) notes (guaranteed by ESA and other
subsidiaries of ESA) was downgraded to Caa2 from B3. The outlook is
stable.

The downgrade reflects the impact on ESA's weak performance from
the severe drop in steel prices in 2015, which is greater than the
company's ability to reduce costs, notwithstanding a more market
based iron ore contract and the depreciation of the Canadian
Dollar. With hot-rolled prices averaging about US$ 495/ton through
April and currently in the $450/ton range, the company will have
only a small operating profit and incur a net loss.

Downgrades:

Issuer: Essar Steel Algoma Inc.

  -- Corporate Family Rating (Foreign Currency), Downgraded to
     Caa1 from B2

  -- Probability of Default Rating, Downgraded to Caa1-PD from
     B2-PD

  -- Senior Secured Bank Credit Facility (Foreign Currency),
     Downgraded to B1, LGD1 from Ba2, LGD1

  -- Senior Secured Bank Credit Facility (Foreign Currency),
     Downgraded to B2, LGD3 from Ba3, LGD2

Issuer: Essar Steel Algoma Inc.

  -- Outlook, Remains Stable

Issuer: 1839688 Alberta ULC

  -- Senior Secured Regular Bond/Debenture (Foreign Currency),
     Downgraded to Caa2, LGD4 from B3, LGD4

Outlook Actions:

Issuer: 1839688 Alberta ULC

  -- Outlook, Remains Stable

The Caa1 CFR reflects the company's weak debt protection metrics,
Moody's estimate that debt/EBITDA will be in the 8x to 9x range at
current steel prices, and the headwinds facing the steel industry
as reflected by weak capacity utilization rates, high import
levels, the collapse of the OCTG market as a result of the drop in
oil prices and the collapse in steel prices. There is no meaningful
catalyst seen for the degree of improvement necessary to materially
change ESA's operating performance. The rating also considers the
tightening of liquidity under current operating parameters, but ESA
is expected to manage to a break even position provided prices do
not deteriorate from current levels. CFR also reflects the single
site location and modest scale (2.5 million tons approximately) and
limited customer base.

Under Moody's loss given default methodology, the B1 rating on the
ABL revolver reflects its superior position in the capital
structure and the expectation of significant recovery given the
first priority claim on receivables and inventory among other
current assets. The B2 rating on both the term loan and senior
secured notes, which are secured principally by plant, property and
equipment and other non- current assets and have a second lien on
the collateral securing the ABL revolver, reflects a similarly good
recovery position in the debt waterfall although not as strong as
the ABL revolver facility. The ABL facility has a second lien on
the collateral securing the term loan and the senior secured notes.
The Caa2 rating on the junior secured notes reflects the
subordination of these instruments to a considerable amount of
other secured debt and the expectation of a considerable loss in
value in a default scenario.

The ABL revolver, term loan and secured notes benefit from the loss
absorption capacity of ESA's junior secured debt, as well as
pension obligations and accounts payable.

The stable outlook reflects Moody's expectation that the
deterioration in steel prices has bottomed and that over the next
twelve to eighteen months ESA will be able to evidence an improving
operating performance and strengthening debt protection metrics.

Given the single site location and weak steel industry
fundamentals, upward rating movement is unlikely over the next
twelve to eighteen months. However, should the company be able to
improve its leverage position, as measured by the debt/EBITDA
ratio, to no more than 5x and EBIT/interest to at least 2x, on a
sustainable basis, positive rating momentum could result. Downward
rating pressure would arise should liquidity worsen.

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

Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% to 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending December 31, 2014, ESA generated revenues
of C$1.9 billion.


FELCOR LODGING: Moody's Affirms 'B3' CFR, Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating,
Caa2 preferred stock rating and (P)Caa2 preferred stock shelf
rating of FelCor Lodging Trust Inc. In addition, Moody's affirmed
the B3 corporate family rating and B2 senior secured rating of
FelCor Lodging Limited Partnership. The ratings outlook was revised
to positive from stable. Concurrently, Moody's rated FelCor Lodging
Limited Partnership's proposed senior unsecured debt issuance B3.

The positive rating outlook reflects improved operating results
over the past year as well as an improved balance sheet. This
progress was achieved through the REIT's multi-year repositioning
strategy including the sale of non-strategic assets and
redevelopment/renovation of core assets which has coincided with
the robust operating performance of the U.S. hotel market. As a
result, the company has shown solid improvement in RevPAR growth
and EBITDA margins, and has seen its Fixed Charge Coverage
(inclusive of preferred dividends) improve on a trailing twelve
month basis to 1.6x at 1Q15 from 1.2x for the same period last
year. Moody's notes that the REIT's credit profile is expected to
continue to show improvement as a result of an 18.4 million share
equity issuance in April 2015 and upon the closing of the proposed
$475 million senior unsecured bond refinancing and a new $400
million secured revolving line of credit. The new senior bond
issuance will refinance more expensive and shorter term financing
and the line of credit provides an additional $175 million of
additional debt capacity.

FelCor's key credit challenges continue to center on the REIT's
high leverage, Debt + Preferred/Gross Assets in excess of 60% and
high levels of secured debt, which significantly reduces FelCor's
financial flexibility.

Upward ratings movement would be predicated upon continued strength
in FelCor's operating results -- including the operating
performance of the REIT's redevelopment projects -- and lower
leverage as measured by reductions in key leverage ratios including
secured debt. Maintenance of its fixed charge coverage near or
above 1.5x (including preferred dividends) and net debt/EBITDA
under 7x on a consistent basis along with a strong liquidity
position are also key components to a ratings upgrade.

Alternatively, any liquidity challenges, operational setbacks or
lack of de-leveraging progress would lead to downward rating
pressure.

The following ratings were affirmed with a positive ratings
outlook:

- FelCor Lodging Trust Inc. -- corporate family rating at B3,
   preferred stock rating at Caa2 and preferred stock shelf
   rating at (P)Caa2

- FelCor Lodging Limited Partnership -- corporate family rating
   at B3 and senior secured rating at B2

The following rating was assigned with a positive outlook:

- FelCor Lodging Limited Partnership -- senior unsecured rating
   of B3

Moody's last rating action with respect to FelCor was on December
19, 2014 when Moody's affirmed the B3 corporate family rating, Caa2
preferred stock rating and (P)Caa2 preferred stock shelf rating of
FelCor Lodging Trust Inc. In addition, Moody's affirmed the B3
corporate family rating and B2 senior secured rating of FelCor
Limited Partnership. The rating outlook was stable.

FelCor Lodging Trust Inc. [NYSE: FCH] is a real estate investment
trust headquartered in Irving, TX; it owns interests in 46
properties located in major and resort markets throughout the U.S.
FelCor partners with leading hotel companies to operate its hotels,
which are flagged under well-known brands and premier independent
hotels. At March 31, 2015, FelCor reported total assets of $2.0 bn
and total equity of $347 mm.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


FELCOR LODGING: S&P Rates New $475MM Sr. Unsecured Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned FelCor Lodging L.P.'s
proposed $475 million senior unsecured notes due 2025 its 'B'
issue-level rating with a recovery rating of '3', indicating S&P's
expectation for meaningful (50%-70%; higher half of the range)
recovery for noteholders in the event of a payment default.  The
company will use the proceeds, along with borrowings under the
revolver, to refinance its 6.75% $525 million senior secured notes
maturing in 2019.

The company is also increasing its revolving credit facility to
$400 million from $225 million.  In conjunction with these
transactions, S&P has assumed proceeds from planned asset sales and
borrowings under the revolver will be used by the company to repay
an additional $190 million in aggregate mortgage and term debt.

The increase in unencumbered hotels in FelCor's portfolio raised
residual values available to, and recovery prospects on, the
company's existing 5.625% $525 million senior secured notes due
2023 and as a result, S&P is also raising its issue-level rating on
these notes to 'B+' from 'B' and revising its recovery rating to
'2' from '3'.  The '2' recovery rating indicates S&P's expectation
for substantial (70%-90%; higher half of the range) recovery for
lenders in the event of a payment default.

S&P's 'B' corporate credit rating and stable outlook on FelCor are
unchanged.

S&P recently raised its corporate credit rating on parent FelCor
Lodging Trust Inc. to 'B' from 'B-'.  The upgrade reflects S&P's
expectation that preferred-stock and operating lease adjusted debt
will improve to the low-7x area in 2015 and to the mid-6x area in
2016, as FelCor uses future asset sale proceeds to repay debt
balances, and as a result of our expectation for good same-store
revenue per available room (RevPAR) and EBITDA growth through 2016.
S&P's "highly leveraged" financial risk assessment of FelCor also
incorporates S&P's expectation for EBITDA coverage of interest and
preferred dividends to be in the mid-1x area in 2015 and to improve
to the high-1x area in 2016, and for funds from operations to debt
to be in the mid-single-digit area over this period.

S&P's "fair" business risk profile reflects FelCor's geographically
diversified hotel portfolio in the U.S. and its good relationships
with key brand owners, including Hilton, Wyndham, and Marriott.
Risk factors include the company's reliance on external sources of
capital for growth as a REIT, the cyclical nature of the lodging
industry, and the associated revenue and earnings volatility of the
company's owned hotel portfolio.  Additionally, the company has
historically used balance sheet leverage to execute hotel
acquisitions at high multiples and to invest in hotel development
in order to expand its presence in the New York City hotel market,
demonstrating an aggressive financial policy from time to time as
growth opportunities arise.

RATINGS LIST

FelCor Lodging Trust Inc.
Corporate Credit Rating         B/Stable/--

New Rating
FelCor Lodging L.P.
$475 million notes due 2025
Senior Unsecured                B
  Recovery Rating                3H

Rating Raised; Recovery Rating Revised

FelCor Lodging L.P.
                                 To               From
$525 million notes due 2023
Senior Secured                  B+               B
  Recovery Rating                2H               3H



FOODS INC: Can Hire Craig Hilpipre & EMA as Auctioneers
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
authorized Foods Inc. doing business as Dahl's Foods to employ
Craig Hilpipre and Equipment Marketers & Appraisers as
auctioneers.

As reported in the Troubled Company Reporter on April 29, 2015,
contemporaneous with the application to employ, Food Mart has filed
a motion to sell property of the bankruptcy estate at public
auction.

EMA, with principal headquarters are located in Cedar
Falls/Waterloo, Iowa, will sell the remaining vehicle assets in the
best and most cost-effective method for liquidation of the
vehicles.

To that end, EMA is prepared to conduct an auction, including
webcast bidding of the vehicles in West Des Moines, Iowa, at a
rental property located at 111 11th St., West Des Moines, Iowa.

The auctioneers will be paid $75 per vehicle plus expenses.
Expenses would include, but not be limited to advertising costs
(estimated to be $1,500), and rental of the building for 30 days at
a cost of $2,000.  The buyer of each vehicle would pay a buyer's
premium of 4% to EMA, and will be collected on the gross bid amount
per vehicle sold.  All amounts are to be paid to EMA and withheld
from the total gross auction proceeds, with the net proceeds
remitted to the Debtor together with an itemized accounting, and
the Debtor to subsequently file a Report of Auction Sale with the
Court.

                        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. The
Committee is represented by Freeborn & Peters LLP; and O'Keefe &
Associates Consulting, LLC serves as its financial advisor.


FOREVERGREEN WORLDWIDE: Posts $335,000 Net Income in Q1
-------------------------------------------------------
Forevergreen Worldwide Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $335,000 on $17.2 million of net total revenues for
the three months ended March 31, 2015, compared to net income of
$181,000 on $10.5 million of net total revenues for the same period
in 2014.

As of March 31, 2015, the Company had $8.36 million in total
assets, $8.44 million in total liabilities and a $72,700 total
stockholders' deficit.

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

                        http://is.gd/f3hxqf

                  About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Forevergreen Worldwide reported net income of $1.02 million on
$58.3 million of net total revenues for the year ended Dec. 31,
2014, compared to net income of $117,000 on $17.8 million of net
total revenues in 2013.


FORTESCUE METALS: Bank Debt Trades at 9% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group is a borrower traded in the secondary market at 91.08
cents-on-the- dollar during the week ended Friday, May 15, 2015,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.73 percentage points from the previous week, The Journal
relates. Fortescue Metals Group pays 275 basis points above LIBOR
to borrow under the facility.  The bank loan matures on June 13,
2019, and carries Moody's Ba1 rating and Standard & Poor's BB+
rating.  The loan is one of the biggest gainers and losers among
266 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


FRAC TECH SERVICES: Bank Debt Trades at 12% Off
-----------------------------------------------
Participations in a syndicated loan under which Frac Tech Services
is a borrower traded in the secondary market at 87.65 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 1.65
percentage points from the previous week, The Journal relates. Frac
Tech Services pays 475 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 3, 2021, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


FREEDOM INDUSTRIES: Bankruptcy Court Denies Approval of Ch 11 Plan
------------------------------------------------------------------
U.S. Bankruptcy Judge Ronald Pearson has rejected Freedom
Industries Inc.'s Chapter 11 bankruptcy plan filed in April as it
"fails to show understanding and commitment to what has to be
accomplished of primary importance," Andrea Lannom at Charleston
Daily Mail reports.

According to Daily Mail, Judge Pearson said that the main reason he
could not accept the Company's Plan is because of the "unsettled
terms of environmental remediation," which he said is a "matter of
highest priority in this case."

Daily Mail relates that Judge Pearson has ordered the Company to to
fund remediation of its Etowah River site and comply with the West
Virginia Department of Environmental Protection's requirements.

Daily Mail recalls that the West Virginia DEP asked Judge Pearson
earlier this month to delay the consideration of the Plan until the
Company complied with the agency's Voluntary Remediation Program.


The DEP, according to the Daily Mail, also asked that the Company's
remediation specialist immediately attend to the Etowah site.  The
Company claimed it lacked the financial ability to remediate the
site under the program but under the Plan, $6.5 million would be
distributed to creditors, including $2.5 million to pay fees and
expenses to the Company's professionals, the report adds, citing
the DEP.

                      About Freedom Industries

Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GENESIS ENERGY: Moody's Assigns 'B1' Rating on New $400MM Sr. Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Genesis Energy
LP's proposed $400 million senior notes. Proceeds of the new notes
will be used to redeem the existing $350 million 7.875% senior
notes due 2018. Additionally, proceeds will be used to partially
repay borrowings on the revolving credit facility. All existing
ratings, including the Ba3 Corporate Family Rating (CFR), are
unchanged and the outlook remains stable.

Assignments:

Issuer: Genesis Energy LP

  -- NEW $400 million Senior Notes: Assigned B1, LGD5

To be withdrawn upon full redemption:

Issuer: Genesis Energy LP

  -- EXISTING $350 million 7.875% senior notes due 2018

The new $400 million senior notes will have identical terms and
conditions as Genesis's existing senior notes. The new senior notes
as well as the existing senior notes are rated B1 or one notch
below the Ba3 CFR, reflecting their effective subordination to the
secured $1 billion revolving credit facility due 2019 ($648 million
outstanding as of March 31, 2015).

Genesis's Ba3 CFR is supported by its predominantly fee-based cash
flows, an unusually high degree of asset and business line
diversification for a company of its size, and vertical integration
among its various assets. The rating also recognizes Genesis's
higher leverage (over 5x) because of its heavy capex schedule in
2013-14; however, Moody's expect Genesis's leverage and cash flow
profile to improve in 2015 as it increasingly realizes the earnings
potential of the added assets. In addition, the leverage position
of Genesis was improved with the $198 million proceeds from the
equity offering completed in April 2015. Genesis has produced
consistent cash flows through its logistics and pipeline services
for crude transportation, and maintains a very strong market
position as a supplier of NaHS, a chemical used in many industries
including mining, paper, and pharmaceuticals. The rating is limited
by the company's geographic concentration, small scale relative to
similarly rated midstream peers and the risks inherent in the
business model for growth-oriented MLPs.

The stable outlook reflects Moody's expectation that leverage
(including Moody's standard adjustments) will drop below 4.5x in
2015 and remain there on a sustainable basis, that the company's
future expansions will not significantly increase the portion of
operating income exposed to direct commodity price risk, and that
the underlying fundamentals of Genesis's various business lines
will remain strong.

Moody's could upgrade the CFR if Moody's expect Debt / EBITDA to be
sustained below 3.5x, or if Genesis significantly increases its
diversification or proportion of cash flows from fee-based assets.
Increased leverage with Debt / EBITDA staying above 5.0x on a
sustained basis, significant deterioration in core business
fundamentals, execution issues on growth projects, or acquisitions
of assets with a higher risk business profile could result in a
downgrade.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Genesis Energy, L.P. is a master limited partnership headquartered
in Houston, Texas.


GENESIS ENERGY: S&P Assigns 'B' Rating on $400MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
issue-level rating and '6' recovery rating to Genesis Energy L.P.'s
$400 million senior unsecured notes due 2023.  The '6' recovery
rating on the proposed notes indicates S&P's expectation of
negligible (0% to 10%) recovery if a payment default occurs.

The company intends to use net proceeds to redeem the existing $350
million 7.875% senior notes due 2018.  As of March 31, 2015, the
partnership had about $1.7 billion in reported debt.

Houston-based Genesis Energy's cash flow comes from its refinery
services, pipeline transportation, and supply and logistics
businesses.  S&P's corporate credit rating on Genesis is 'BB-', and
the outlook is stable.

RATINGS LIST

Genesis Energy L.P.
Corp credit rating                      BB-/Stable/--

New Rating
Genesis Energy L.P.
$400 mil sr unsecd notes due 2023       B
Recovery rating                         6



GETTY IMAGES: Bank Debt Trades at 18% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images is a
borrower traded in the secondary market at 82.15 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 3.20
percentage points from the previous week, The Journal relates.
Getty Images pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 14, 2019, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is one
of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


GFI GROUP: Moody's Reviews 'B1' Ratings for Upgrade
---------------------------------------------------
Moody's Investors Service is reviewing GFI Group Inc.'s B1
long-term issuer and senior unsecured debt ratings for upgrade,
after new parent company BGC Partners (unrated) announced it had
acquired an additional 43 million GFI shares.

BGC's acquisition of the 43 million shares provides it with full
control of GFI since it now holds 67% of its outstanding shares.
This enables BGC to complete the integration process of GFI and
reduces uncertainty regarding GFI's governance and strategic
direction. BGC can now proceed with its strategic plans for GFI,
for example selling the Trayport trading platform, and work to
achieve a potential $90 million in synergies across both entities.

During its review, Moody's will assess any damage to, and the
resilience of, GFI's franchise given the period of significant
uncertainty while it was unclear whether it would be acquired by
CME Group Inc (Aa3, stable) or BGC. Moody's will also analyze the
potential profit improvements from potential expense synergies for
the standalone GFI subsidiary.

Additionally, during the review, Moody's will assess the
strengthening of GFI's balance sheet from the share issuance. The
share issuance doubles GFI's equity base to $500 million. GFI
issued the shares in exchange for a note receivable from BGC that
matures one month prior to the maturity of GFI's outstanding $240
million 2018 senior note, providing GFI the cash to pay it back
upon maturity.

What Could Change the Rating - Up

A combination of the following factors could lead to an upgrade:

- Improvement in profitability based on expense management and
   the announced synergies from the BGC deal, net income on a
   reported basis

- Sustained decline in debt leverage (debt/EBITDA) and
   improvement in debt coverage (EBITDA/interest expense) ratios,
   as the company returns to profitability

What Could Change the Rating - Down

Given that the rating is currently on review for upgrade, a
downgrade is unlikely.

GFI is the world's fifth-largest inter-dealer broker, with
operations in the Americas, Europe, the Middle East, Africa and
Asia Pacific and focusing on fixed income, currencies, commodities
and some equity products. Its subsidiaries provide brokerage,
clearing, technology and market data services to institutional
clients.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.


GLYECO INC: Posts $978,000 Net Loss in First Quarter
----------------------------------------------------
Glyeco, Inc., filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss available to
common shareholders of $979,000 on $1.34 million of net sales for
the three months ended March 31, 2015, compared to a net loss
available to common shareholders of $3.43 million on $1.65 million
of net sales for the same period in 2014.

As of March 31, 2015, the Company had $16.6 million in total
assets, $2.48 million in total liabilities and $14.09 million in
total stockholders' equity.

For the three months ended March 31, 2015, and 2014, net cash used
by operating activities was $1.33 million and $1.70 million,
respectively.  The decrease is primarily due to the cost reductions
achieved through the Equity Incentive Program, a reduction in
headcount, and other reductions to discretionary expenses.  For the
three months ended March 31, 2015, the Company used $95,900 in cash
for investing activities, compared to the $1.63 million used in the
prior year's period.  These amounts were comprised entirely of
capital expenditures for equipment and construction in progress.
The decrease is due to fewer equipment purchases for construction
projects at our facility in New Jersey. For the three months ended
March 31, 2015, and 2014, the Company received $3.47 million and
used $70,500, respectively, in cash from financing activities.  The
increase is due to the funds received from a private placement
offering in February of 2015.

As of March 31, 2015, the Company had $4.42 million in current
assets, consisting of $2.53 million in cash, $813,377 in accounts
receivable, $123,000 in prepaid expenses, and $953,000 in
inventories.  Cash increased from $494,847 as of Dec. 31, 2014, to
$2.53 million as of March 31, 2015, primarily due to the private
placement offering in February of 2015.  Inventories increased from
$568,000 as of Dec. 31, 2014, to $953,000 as of March 31, 2015, due
to the low sales volumes at the Company's facility in New Jersey,
which were caused, in part, from a shutdown of the facility for
several weeks during plant modifications and the lockout stemming
from disagreements with the landlord.

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

                        http://is.gd/FZd01Q

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco reported a net loss attributable to common shareholders of
$8.73 million on $5.89 million of net sales for the year ended Dec.
31, 2014, compared with a net loss of $4 million on $5.53 million
of net sales for the year ended Dec. 31, 2013.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has yet to
achieve profitable operations and is dependent on its ability to
raise capital from stockholders or other sources to sustain
operations and to ultimately achieve viable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GOLDEN COUNTY FOODS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                   Case No.
       ------                                   --------
       Golden County Foods, Inc.                15-11062
       300 Moore Road
       Plover, WI 54467
       
       GCF Franchisee, Inc.                     15-11063

       GCF Holdings II, Inc.                    15-11064

Chapter 11 Petition Date: May 15, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

                    - and -

                  Tyler D. Semmelman, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7523
                  Fax: 302-498-7523
                  Email: semmelman@rlf.com

Debtors'          NELIGAN FOLEY LLP
Local
Counsel:

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Dave Wiggins, chief executive officer.

List of Golden County's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aramak Uniform Services                Trade           $159,236

Columbia Union                         Trade           $226,790

Graphic Packaging Intl Inc             Trade           $409,229
Elk Grove Division
1500 Nicholas Blvd.
Elk Grove Village, IL 60007   

Great Northern Corp.                   Trade           $233,879

Indel Food Products Inc.               Trade           $225,504

Kerry Savory Inc.                    Equipment         $954,489
300 N. Executive Drive
Brookfield, WI 53005

Kraft Food Ingredients                 Trade           $383,914
22585 Netork Place
Chicago, IL 60673

Lagrander's Hillside Dairy             Trade           $247,643

Malnove of Nebraska                    Trade           $179,324

Masters Gallery Foods Inc.             Trade          $444,395
P.O. Box 170
Plymouth, WI 53073-0170

MCT Dairies                            Trade        $1,217,763
15 Bleeker Street
Millburn, NJ 07041

Mount Dora Farms Inc.                  Trade          $361,473
16398 Jacintopart Blvd.
Houston, TX 77015

Packers Sanitation Services            Trade          $230,146

Plover Wastewater Utility              Trade          $469,231
P.O. Box 37
Plover, WI 54467

Rocktenn CP LLC                        Trade          $504,165
504 Thrasher Street
Norcross, GA 30071

Seyfarth Shaw LLP                      Trade          $137,719

The Valen Group                        Trade          $362,185
10250 Alliance Road
Cincinnati, OH 45242

Total Quality Logistics                Trade          $377,758
1701 Edison Drive
Milford, OH 45150

Vinson & Elkins LLP                    Trade          $774,991
1001 Fannin Street
Houston, TX 77002-6760

Warner & Warner Inc.                   Trade          $331,385
PO Box 308
Plover, WI 54467


GRANITE BROADCASTING: Moody's Raises CFR to B2, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Granite Broadcasting
Corporation's Corporate Family Rating to B2 from B3, Probability of
Default Rating to B2-PD from B3-PD, and 1st lien sr secured term
loan ($51.8 million outstanding) rating to Ba2, LGD2 from B2, LGD3.
The upgrade reflects Granite's improved leverage following the
application of net proceeds from the completed station sales to
E.W. Scripps in 2014 to repay a portion of outstanding 1st lien sr
secured term loans and improving free cash flow-to-debt. Moody's
expects leverage will further improve leading up to the sale of
stations to Quincy Newspapers, Inc. as excess cash is applied to
prepay term loan advances. The Quincy transaction is still pending
federal regulatory approval and is expected to close later this
year. The rating outlook is stable.

Upgrades:

Issuer: Granite Broadcasting Corporation

  -- Corporate Family Rating: Upgraded to B2 from B3

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

  -- $215 million 1st Lien Senior Secured Term Loan ($51.8
     million outstanding): Upgraded to Ba2, LGD2 from B2, LGD3

Outlook Actions:

Issuer: Granite Broadcasting Corporation

  -- Outlook is Stable

The B2 corporate family rating reflects Granite's moderately high
2-year average debt-to-EBITDA leverage of 4.5x (including Moody's
standard adjustments, or 3.9x net of cash) as of LTM ending March
31, 2015, increasing fragmentation of media outlets, the cyclical
and mature nature of television advertising demand, as well as the
company's lack of national scale and regional concentration in the
midwest. Leverage has improved meaningfully as a result of the
station sales to E.W. Scripps last year. The B2 rating reflects mid
single-digit percentage free cash flow-to-total debt (2-year
average) and incorporates funding of interest (LIBOR + 15%, 1.5%
LIBOR floor) on $63.9 million of unrated 2nd lien debt. Granite has
been funding cash interest payments on the 2nd lien notes since the
fiscal quarter ended 6/30/2014 thereby avoiding accretion. Moody's
expect 2-year average free cash flow-to-debt to improve to
high-single digit percentages over the next 12 months. Ratings are
supported by #1 and #2 revenue rankings in at least half of the
company's markets, good EBITDA margins, and non-cyclical cash flow
benefits from retransmission agreements (net of reverse
compensation payments). Moody's expect credit metrics, including
debt-to-EBITDA and interest coverage, will improve from current
levels as free cash flow is applied to reduce debt balances.
Despite the absence of a revolver facility, liquidity is expected
to be adequate with good free cash flow and no significant debt
maturities until 2018 when the 1st lien term loan comes due.

In a scenario in which the proposed sale of stations is not
completed, the stable outlook reflects Moody's view that revenue
and EBITDA will remain in line with Moody's revised expectations.
The outlook also incorporates Moody's expectation that 2-year
average debt-to-EBITDA ratios will remain at current levels or
improve with mid single-digit free cash flow-to-debt. Ratings could
be downgraded if Moody's believe 2-year average debt-to-EBITDA will
be sustained above 5.0x due to weak performance in one or more of
Granite's geographic clusters or due to PIK accretion on the 2nd
lien term loan, debt financed acquisitions, or shareholder
distributions. Deterioration in liquidity could also result in a
downgrade. Although not likely given the pending sale of stations,
ratings could be upgraded if operating performance tracks Moody's
expectations and 2-year average debt-to-EBITDA ratios are sustained
comfortably below 3.0x with free cash flow-to-debt ratios remaining
above 15%; liquidity would also need to be good.

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

Headquartered in New York, NY, Granite Broadcasting Corporation is
a television broadcaster owning or operating six television
stations as well as digital properties, primarily in small and
medium-sized markets in three geographic clusters including the
midwest, New York state, and California. Stations are generally
affiliated with Big Four networks with one station being
independent. The company filed chapter 11 in 2006 resulting in the
restructuring of roughly $520 million in debt. Former debt holders
became shareholders including Silver Point Capital which owns the
majority of the company with the remaining shares being held among
various parties including financial firms, existing management, and
individual shareholders of the formerly publicly traded common
stock. Including stations accounted for as discontinued operations,
the company generated net revenue of roughly $93 million for the 12
months ended December 2014.


GREEN EARTH: Posts $3.7 Million Net Loss in Third Quarter
---------------------------------------------------------
Green Earth Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.72 million on $147,000 of net sales for the three
months ended March 31, 2015, compared to a net loss of $5.51
million on $1.39 million of net sales for the same period in 2014.

For the nine months ended March 31, 2015, the Company reported a
net loss of $5.44 million on $717,000 of net sales compared to a
net loss of $5.61 million on $3.15 million of net sales for the
same period last year.

As of March 31, 2015, the Company had $14.9 million in total
assets, $29.5 million in total liabilities, and a $14.7 million
total stockholders' deficit.

"Due to the Company's limited capital, recurring losses and
negative cash flows from operations and the Company's limited
ability to pay outstanding liabilities, there is substantial doubt
about its ability to continue as a going concern," the Company said
in the report.

Since inception, the Company has incurred operating losses and
negative cash flows from operations.  As of March 31, 2015, the
Company had an accumulated deficit of $87,587,000, with total
stockholders' deficit of $14,654,000.  The Company has a working
capital deficit of $8,154,000 at March 31, 2015, and is currently
in default of a Promissory Note and a 3.25% Secured Note.  The
promissory note had an installment of $566,000 due on February 24,
2015 and the secured note matured on September 30, 2013.  Both
notes have not been extended and are payable upon demand.

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

                        http://is.gd/RMQ8q8

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth incurred a net loss of $6.84 million for the year
ended June 30, 2014, compared to a net loss of $6.59 million
for the year ended June 30, 2013.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note in default payable
upon demand and its ability to pay its outstanding liabilities
through fiscal 2014 raise substantial doubt about its ability to
continue as a going concern.


GREENSHIFT CORP: Posts $1.11 Million Net Loss in First Quarter
--------------------------------------------------------------
Greenshift Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.11 million on $912,800 of revenue for the three months ended
March 31, 2015, compared with net income of $70,700 on $3.72
million of revenue for the same period in 2014.

As of March 31, 2015, the Company had $1.28 million in total
assets, $41.97 million in total liabilities and a $40.7 million
total stockholders' deficit.

As of March 31, 2015, the Company had $128,000 in cash, and current
liabilities exceeded current assets by $39.9 million.  As of Dec.
31, 2014, debentures in the aggregate principal amount of $13.5
million matured, and these are now in default, as the Company
negotiates a modification and extension with the creditors.  In
addition, in October 2014 the District Court in Indiana issued a
partial summary judgment that our corn oil extraction patents are
invalid; if we are unable to successfully appeal that ruling or
otherwise settle the infringement matter, it would have a
significant negative impact on our future cash flows.

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

                       http://is.gd/vbCPay

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.


GROUP FOUR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Group Four, LLC
        PO Box 2710
        Pagosa Springs, CO 81147

Case No.: 15-15330

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Guy B Humphries, Esq.
                  1801 Broadway, Ste. 1100
                  Denver, CO 80202
                  Tel: 303-832-0029
                  Fax: 303-382-4165
                  Email: guyhumphries@msn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roland C. Jackson, member.

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


GYMBOREE CORP: Bank Debt Trades at 23% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 76.60 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.73
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 23, 2018, and carries
Moody's B3 rating and Standard & Poor's CCC+ rating.  The loan is
one of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


HOYT TRANSPORTATION: Asks Court to Estimate WCB Claim at $50,000
----------------------------------------------------------------
Hoyt Transportation Corp. asks the U.S. Bankruptcy Court for the
Eastern District of New York to expunge the claim of the New York
State Worker's Compensation Board, or, in the alternative, estimate
the claim at $50,000 for voting and distribution purposes.

According to the Debtor's counsel, Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP, in New York, the Claim is improper
because: (1) WCB did not follow proper protocol in giving trust
participant's notice of the alleged deficits and assessments; and
(2) WCB was guilty of mismanagement in the administration of the
insurance trust and therefore cannot seek reimbursement from the
participants of the resulting deficits.

The hearing on the motion to estimate is scheduled for June 3,
2015, at 2:30 p.m.

The Debtor is represented by:

         Kevin J. Nash, Esq.
         GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
         1501 Broadway, 22nd Floor
         New York, NY 10036
         Tel: (212)221-5700

                   About Hoyt Transportation

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

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


IMH FINANCIAL: Reports $3.5 Million Net Loss in First Quarter
-------------------------------------------------------------
IMH Financial Corporation reported a net loss attributable to
common shareholders of $3.5 million on $9.53 million of total
revenue for the three months ended March 31, 2015, compared to a
net loss attributable to common shareholders of $3 million on $6.59
million of total revenue for the same period last year.

As of March 31, 2015, the Company had $196.87 million in total
assets, $108.6 million in total liabilities, $27.88 million in
redeemable convertible preferred stock, and $60.38 million in total
stockholders' equity.

Lawrence Bain, CEO and Chairman of IMH, said, "Our 2015 plan
continues to unfold as projected.  The hotel assets outperformed
their budgets for the first quarter, continuing to set record
revenues and earnings.  Asset sales and settlements generated $0.9
million in income in the first quarter, less than expected, but
have resumed pace as planned.  In addition, recoveries on
guarantees continue to outpace our plans and we expect to see an
elevated impact from recoveries in the remainder of 2015."

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

                        http://is.gd/o0tKBV

                         About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss attributable to common
shareholders of $39.5 million in 2014, a net loss attributable to
common shareholders of $26.2 million in 2013 and a net loss
attributable to common shareholders of $32.2 million in 2012.



IMPLANT SCIENCES: Posts $5.73 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Implant Sciences Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.73 million on $3.3 million of revenues for the three months
ended March 31, 2015, compared to a net loss of $4.93 million on
$2.7 million of revenues for the same period last year.

For the nine months ended March 31, 2015, the Company reported a
net loss of $17.4 million on $7.31 million of revenues compared to
a net loss of $15.3 million on $7.02 million of revenues for the
same period in 2014.

As of March 31, 2015, the Company had $8.73 million in total
assets, $83.5 million in total liabilities and a $74.8 million
total stockholders' deficit.

As of March 31, 2015, and June 30, 2014, the Company had cash and
cash equivalents of $1.91 million and $391,000, respectively.

                         Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$7,941,000 in cash available from our line of credit with DMRJ, at
May 5, 2015, we will require additional capital in the third
quarter of fiscal 2016 to fund operations and continue the
development, commercialization and marketing of our products. There
can be no assurance that DMRJ will continue to make advances under
our revolving line of credit.  Our failure to achieve our
projections and/or obtain sufficient additional capital on
acceptable terms would have a material adverse effect on our
liquidity and operations and could require us to file for
protection under bankruptcy laws," the Company said in the report.

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

                       http://is.gd/SEsFMd

                     About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  As of Sept. 23,
2014, the Company's principal obligation to its primary lenders
was approximately $53.4 million and accrued interest of
approximately $10.2 million.  The Company is required to repay all
borrowings and accrued interest to these lenders on March 31,
2015.  These conditions raise substantial doubt about its ability
to continue as a going concern.


INC RESEARCH: Moody's Raises CFR to Ba3 & New Sr. Secured Debt Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
INC Research, LLC to Ba3 from B1. In conjunction with the company's
refinancing transaction, Moody's also assigned a Ba3 to the
proposed senior secured credit facilities. The proceeds of the
debt, along with cash on hand, will be used to refinance INC's
existing credit facility and for a one-time $150 million share
repurchase. The share repurchase is being done in conjunction with
a secondary offering of shares by INC's private equity owners,
Avista Capital Partners and Ontario Teachers' Pension Plan, who
will collectively own approximately 67% of shares after the
secondary offering. Concurrently, Moody's assigned a Speculative
Grade Liquidity rating of SGL-1 (signifying very good liquidity)
and changed the outlook to stable from positive.

The upgrade of INC's ratings reflects Moody's expectation that the
company will continue to grow revenue and EBITDA by at least the
mid to high single digits, benefitting from continued strong
business execution and favorable trends in the contract research
organization (CRO) industry. The upgrade also reflects INC's strong
cash flow which will further be enhanced by interest savings from
the refinancing transaction. Notwithstanding modestly increased
debt to fund the proposed share repurchase, Moody's anticipates
that INC will reduce leverage from both EBITDA growth and mandatory
amortization on its new Term Loan A. Moody's anticipates that INC's
adjusted debt to EBITDA will generally be sustained around 3.0x or
below and that future share repurchases will be largely funded with
operating cash flow.

Ratings upgraded:

INC Research, LLC

  -- Corporate Family Rating, upgraded to Ba3 from B1;

Ratings assigned:

  -- $150 million senior secured revolving credit facility
     expiring 2020, at Ba3 (LGD3)

  -- $525 million senior secured term loan due 2020, at Ba3
     (LGD3)

  -- Speculative Grade Liquidity Rating, SGL-1

Ratings affirmed:

  -- Probability of Default Rating, at B1-PD

Ratings to be withdrawn shortly due to repayment:

  -- $100 million senior secured revolving credit facility
     expiring 2019, B1 (LGD3)

  -- $425 million senior secured term loan due 2021, from B1
     (LGD3)

The outlook is stable.

The Ba3 Corporate Family Rating is supported by INC's good track
record of business execution over the last several years and strong
industry-wide growth trends which support a favorable business
outlook for INC Research. The ratings reflect Moody's expectation
for solid credit metrics, including adjusted debt to EBITDA in the
3.0x range and free cash flow to debt of at least 15%.

The Ba3 rating is constrained by INC Research's modest size, both
on an absolute basis as well as relative to several much larger
competitors within the highly competitive CRO industry. The rating
is also constrained by INC's concentration of revenue within its
top 10 customers (49% of total revenues) as well as within its two
largest customers who contributed 14% and 12% of revenue in 2014,
respectively. Further, project cancellation risk is inherent in the
CRO industry, which can lead to volatility in revenue and cash
flow.

The Speculative Grade Liquidity rating of SGL-1 is supported by
cash that is expected to be maintained above $100 million and free
cash flow which Moody's anticipates will be in the range of $100
million to $150 million over the next 12 months. INC's liquidity is
also supported the expectation of an undrawn $150 million revolving
credit facility and ample cushion under its financial maintenance
covenants.

If INC is able to sustain strong net new business wins and
demonstrates continued growth of revenue and EBITDA of at least
mid-single digits coupled with debt repayment such that adjusted
debt to EBITDA is expected to be sustained below 2.5x, along with
increased scale and revenue diversity, Moody's could upgrade the
ratings.

Weak net new business, elevated project cancellations or sustained
declines in profit margins such that adjusted debt to EBITDA is
expected to be sustained above 3.5x could lead to a ratings
downgrade.

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

INC Research is a leading global contract research organization
(CRO) providing outsourced research and development services for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. The company is publicly traded
but majority owned by private equity firms Avista Capital Partners
and Ontario Teachers' Pension Plan. Net service revenues for the
twelve months ended March 31 2015 approximated $837 million.


INERGETICS INC: Delays Form 10-Q for First Quarter
--------------------------------------------------
Inergetics, Inc. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.  The Company said it has been unable, without
unreasonable effort or expense, to timely compile all information
for the financial statements and related disclosures required to be
included in its Quarterly Report.  The Company expects to file the
Quarterly Report on or before May 20, 2015.

                       About Inergetics Inc.

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

Inergetics reported a net loss applicable to common shareholders of
$9.48 million on $1.99 million of net sales for the year ended Dec.
31, 2014, compared to a net loss applicable to common shareholders
of $5.74 million on $848,000 of net sales
for the same period in 2013.

As of Dec. 31, 2014, the Company had $1.92 million in total assets,
$12.2 million in total liabilities, $130,000 in preferred stock,
convertible series B, $8.95 million in preferred stock, convertible
series G, and a $19.3 million in total stockholders' deficit.

East Hanover, New Jersey, issued a "going concern" qualification on
the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has incurred substantial
accumulated deficits and operating losses and has a working capital
deficiency of $10.6 million.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


INFINITY ENERGY: Incurs $301,000 Net Loss in First Quarter
----------------------------------------------------------
Infinity Energy Resources, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $301,000 for the three months ended March 31, 2015,
compared with a net loss of $1.88 million for the same period last
year.

As of March 31, 2015, Infinity Energy had $9.72 million in total
assets, $11.9 million in total liabilities, all current, and a
$2.21 million total stockholders' deficit.

The Company has had a history of losses.  In addition, the Company
has a significant working capital deficit and is currently
experiencing substantial liquidity issues.
The Company has relied on raising outside debt and equity capital
in recent years in order to fund its ongoing
maintenance/expenditure obligations under the Nicaraguan
Concession, for its day-to-day operations and its corporate
overhead since it has generated no operating revenues in recent
history.

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

                       http://is.gd/qPvSk4

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources and its
subsidiaries, are engaged in the acquisition and exploration of
oil and gas properties offshore Nicaragua in the Caribbean Sea.

In its report on the consolidated financial statements for the year
ended Dec. 31, 2014, RBSM, LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit.

The Company reported a net loss of $3.68 million for the year ended
Dec. 31, 2014, compared with a net loss of $2.43 million during the
prior year.


JACK COOPER: Moody's Lowers Corporate Family Rating to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service downgraded Jack Cooper Enterprises,
Inc.'s Corporate Family Rating to Caa1 from B3 and its Probability
of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's
downgraded the rating of the $375 million senior secured notes due
2020, issued by Jack Cooper Holdings Corp., to B3 from B2 as well
as the rating of the $150 million senior unsecured PIK notes due
2019, issued by Jack Cooper Enterprises, Inc., to Caa3 from Caa2.
The rating outlook is stable.

The rating action reflects the company's weakened credit profile
characterized by (i) diminished profitability and cash flow
generation stemming in part from operational challenges; (ii)
elevated debt levels following the debt-funded asset acquisition of
Allied and dividend recapitalization; and (iii) a dependence on
revolver borrowings to fund normal-course liquidity requirements
which necessitated a recent $62.5 million financing to replenish
limited residual availability under the revolver. The Caa1 CFR also
considers the company's need to refinance the new $62.5 million
term loan by April 2017, as Moody's estimates that Jack Cooper's
free cash flow capacity is likely insufficient to repay the new
term loan in full.

At the same time, the CFR and stable outlook reflect the company's
favorable position in the auto carrier market, blue-chip customer
base, and significant opportunity for cost reduction and
operational improvement. The company's recent operational
inefficiencies are related to the challenges to re-route its
substantially increased network following the asset acquisition of
Allied as well as those posed by significant interruptions in and
delays of new vehicle releases by car manufacturers. Despite
expected margin improvements, Moody's anticipates debt-to-EBITDA to
be around 9 to 10 times over the next 12 to 18 months, which
includes Moody's debt adjustment for multi-employer pension plans
of approximately $400 million.

Moody's anticipates that Jack Cooper's liquidity profile will
remain weak. Cash balances typically represent about 1% of sales
and free cash flow has been negative for several years. Moody's
expects that the company will need to draw on its revolver in the
near-term, but could turn free cash flow positive in 2016 assuming
it resolves current operational inefficiencies. Moody's believes
that the company will maintain the minimum 12.5% of revolver
availability necessary to avoid triggering its revolver's springing
fixed charge covenant test of 1.1x.

The B3 rating for the senior secured notes is one notch higher than
the Caa1 CFR, which reflects the senior position of these
securities in Moody's Loss Given Default ('LGD') analysis as well
as the substantial amount of unsecured debt, comprised
predominantly of the underfunded multi-employer pension plan
obligations and the $150 million senior PIK toggle notes. The
senior PIK toggle notes are structurally subordinated to all other
obligations in the LGD analysis, substantially reducing their
recovery rate as reflected in the Caa3 rating.

The stable rating outlook is predicated on continuing demand from
Jack Cooper's customer base, supported by moderately growing new
car sales. The outlook also anticipates that Jack Cooper is able to
increase its operating margins by successfully addressing its
current operational challenges.

The ratings could be lowered if the company is not able to
demonstrate sufficient margin enhancement, which is critical to
generate meaningful free cash flow to de-lever the balance sheet
from currently heightened levels. The ratings could also be lowered
if free cash flow is adversely affected by weakening demand for new
automobiles and light trucks. The ratings anticipate Debt-to-EBITDA
to decrease materially and could be pressured if leverage is
expected to remain above 8.0 times for a sustained period of time.
In addition, a negative rating action could be considered if the
company is expected to be unable to pro-actively address its
upcoming debt maturities in April 2017.

An upgrade of the ratings could be considered if Jack Cooper
demonstrates the ability to generate consistently free cash flow
that is deployed to reduce leverage. As the company has limited
flexibility to reduce the balance of the outstanding notes and in
view of its relatively modest free cash flow capacity, Moody's
foresees little upwards rating pressure in the near term, however.
Debt-to-EBITDA of less than 7.0 times and EBIT to Interest of at
least 1.0 times could support a positive rating action.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Downgrades:

Issuer: Jack Cooper Enterprises, Inc.

  -- Corporate Family Rating, Downgraded to Caa1 from B3

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

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
     (LGD6) from Caa2 (LGD6)

Issuer: Jack Cooper Holdings Corp.

  -- Senior Secured Regular Bond/Debenture (Local Currency) Jun
     1, 2020, Downgraded to B3 (LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: Jack Cooper Enterprises, Inc.

  -- Outlook, Remains Stable

Issuer: Jack Cooper Holdings Corp.

  -- Outlook, Remains Stable

Jack Cooper Enterprises, Inc. is the direct parent of Jack Cooper
Holdings Corp., headquartered in Kansas City, MO, a leading
provider of over-the-road transportation of automobiles, SUVs and
light trucks in the U.S. and Canada. Revenues in 2014 were $783
million.


LATTICE INC: Needs More Time to File Q1 Form 10-Q
-------------------------------------------------
The quarterly report on Form 10-Q of Lattice Incorporated could not
be filed within the prescribed time period because of a delay
experienced by the Company in compiling required information to
complete its financial statements.  As a result, the Company's
auditors require additional time to complete its review of the
Company's consolidated financial statements, according to a Form
12b-25 filed with the Securities and Exchange Commission.

                         About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Inc reported a net loss of $1.8 million on $8.94 million of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$1 million on $8.26 million of revenue in 2013.

As of Dec. 31, 2014, Lattice had $5.41 million in total assets,
$7.75 million in total liabilities, and a $2.34 million total
shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2014, noting that
the Company has a working capital deficit and requires additional
working capital to meet its current liabilities.  The auditors said
these factors raise substantial doubt about the Company's ability
to continue as a going concern.


LEO MOTORS: Needs More Time to File Q1 Form 10-Q
------------------------------------------------
Leo Motors, Inc. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the period ended
March 31, 2015.

"The compilation, dissemination and review of the information
required to be presented in the Form 10-Q for the relevant period
have imposed time constraints that have rendered timely filing of
the Form 10-Q impracticable without undue hardship and expense to
the registrant," according to the filing.  

The Company said it undertakes the responsibility to file that
annual report no later than five days after its original due date.

                         About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

Leo Motors incurred a net loss of $4.5 million on $693,000 of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $1.24 million on $0 of revenues for the year ended Dec. 31,
2013.

As of Dec. 31, 2014, Leo Motors had $3.99 million in total assets,
$4.44 million in total liabilities, and a $452,000 total deficit.

John Scrudato CPA, in Califon, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred
significant accumulated deficits, recurring operating losses and a
negative working capital.  This and other factors raise substantial
doubt about the Company's ability to continue as a going concern.


LEVEL 3: Signs 10th Amendment to 2014 Credit Agreement
------------------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a tenth amendment agreement to
the existing credit agreement dated as of Oct. 31, 2014, to incur
$2,000,000,000 in aggregate borrowings under the Existing Credit
Agreement through a new Tranche B-II 2022 Term Loan.  Merrill Lynch
Capital Corporation serves as administrative agent and collateral
agent under the Credit Agreement.

The net proceeds of the Tranche B-II 2022 Term Loan were used to
pre-pay the Company's $2,000,000,000 Tranche B 2022 Term Loan under
the Existing Credit Agreement.  As a result of the incurrence of
the Tranche B-II 2022 Term Loan and the pre-payment of the Tranche
B 2022 Term Loan, the total aggregate principal amount of the loans
under the Restated Credit Agreement remains $4,610,500,000.  The
Tranche B-II 2022 Term Loan matures on
May 31, 2022.  The Tranche B-II 2022 Term Loan was priced to
lenders at par, with the payment to the lenders of an upfront 25
basis point fee at closing.

The Tranche B-II 2022 Term Loan has an interest rate, in the case
of any ABR Borrowing, equal to (a) the greater of (i) the Prime
Rate in effect on that day, (ii) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1% and (iii) the sum of (A) the
higher of (x) the LIBO Rate for a one month interest period on such
day and (y) 0.75%, plus (B) 1.0%, plus (b) 1.75% per annum.  In the
case of any Eurodollar Borrowing, the Tranche B-II 2022 Term Loan
bears interest at the LIBO Rate for the interest period for such
borrowing plus 2.75% per annum.  The "LIBO Rate" in respect of any
applicable interest period for loans under the Tranche B-II 2022
Term Loan will be deemed to be 0.75% per annum if the LIBO Rate for
that interest period calculated pursuant to the provisions in the
Restated Credit Agreement would otherwise be less than 0.75% per
annum.

The Company, as guarantor, Level 3 Financing, as borrower, Merrill
Lynch Capital Corporation, as Administrative Agent and Collateral
Agent, and certain other agents and certain lenders are party to
that certain Credit Agreement, dated as of March 13, 2007, as
amended and restated by that certain Ninth Amendment Agreement,
dated as of Oct. 31, 2014.  The Existing Credit Agreement as
further amended and restated by the Tenth Amendment Agreement is
referred to as the "Restated Credit Agreement."

Level 3 Financing's obligations under the Tranche B-II 2022 Term
Loan are, subject to certain exceptions, secured by certain of the
assets of (i) the Company and (ii) certain of the Company's
material domestic subsidiaries which are engaged in the
telecommunications business and which were able to grant a lien on
their assets without regulatory approval.  The Company and certain
of its subsidiaries have also guaranteed the obligations of Level 3
Financing under the Tranche B-II 2022 Term Loan.  Upon obtaining
regulatory approvals, Level 3 Communications, LLC, an indirect,
wholly owned subsidiary of the Company, and its material domestic
subsidiaries will guarantee and, subject to certain exceptions,
pledge certain of their assets to secure, the obligations under the
Tranche B-II 2022 Term Loan.

The restrictive covenants and events of default contained in the
Restated Credit Agreement are substantially the same as those in
the Existing Credit Agreement, other than amendments to the
Restated Credit Agreement to provide that (i) the Company or any of
its Restricted Subsidiaries (as defined in the Restated Credit
Agreement) or Level 3 Financing or any Borrower Restricted
Subsidiary may incur indebtedness under credit facilities at any
one time not to exceed the greater of (x) $5,011,000,000 and (y)
3.0 times Pro Forma Consolidated Cash Flow Available for Fixed
Charges of Parent and its Restricted Subsidiaries or of the
Borrower and the Borrower Restricted Subsidiaries, as applicable,
subject to the other terms and conditions set forth in the Restated
Credit Agreement and (ii) Level 3 Financing or any Borrower
Restricted Subsidiary may incur indebtedness as along as the
Borrower Debt Ratio would be less than 4.75 to 1.0, subject to the
other terms and conditions set forth in the Restated Credit
Agreement.

Those amendments will not become effective until such time in the
future as Level 3 Financing obtains the consent of those additional
Lenders that, taken together with the Tranche B-II 2022 Term
Lenders, will constitute the Required Lenders.

In addition to the Tenth Amendment Agreement, in connection with
the incurrence of the Tranche B-II 2022 Term Loan and the lending
of the proceeds thereof by Level 3 Financing to Level 3 LLC, Level
3 Financing and Level 3 LLC entered into an Amended and Restated
Loan Proceeds Note with an initial principal amount of
$6,610,500,000.  In connection with the pre-payment of the Tranche
B 2022 Term Loan and the corresponding partial pre-payment by Level
3 LLC of the Exhibit 10.2 loan proceeds note, Level 3 Financing and
Level 3 LLC entered into a subsequent Amended and Restated Loan
Proceeds Note with an initial principal amount of $4,610,500,000.

As a result of this transaction, along with capital markets
transactions completed earlier in the second quarter, the Company
initially expected to recognize a loss in the second quarter of
2015 of approximately $176 million on extinguishment of debt.
However, as reported in the Company's Form 10-Q for the quarterly
period ending March 31, 2015, and as a result of the final lender
allocations of the Tranche B-II 2022 Term Loan, the Company
currently expects that it will recognize a loss on modification and
extinguishment of debt of approximately $163 million in the second
quarter of 2015.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the year ended Dec. 31, 2014, the Company reported net income
of $314 million on $6.77 billion of revenue compared to a net loss
of $109 million on $6.31 billion of revenue during the prior year.

As of March 31, 2015, the Company had $21.3 billion in total
assets, $14.58 billion in total liabilities and $6.71 billion in
total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Oct. 31, 2014, Moody's Investors Service
upgraded Level 3's corporate family rating (CFR) to 'B2' from
'B3'.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LIME ENERGY: Delays Filing of Q1 Form 10-Q
------------------------------------------
Lime Energy Co. filed a Form 12b-25 with the Securities and
Exchange Commission for a 5-day extension for filing its quarterly
report on Form 10-Q for the period ended March 31, 2015.  

The Company said it was unable to file its Form 10-Q within the
prescribed time period because it requires additional time to
prepare and review its financial statements, including the notes
thereto, for the quarter ended March 31, 2015.  The Company intends
to file its Form 10-Q on or before the extended deadline of May 20,
2015.

                         About Lime Energy

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

Lime Energy reported a net loss available to common stockholders
of $18.5 million in 2013, a net loss of $31.8 million
in 2012 and a net loss of $18.9 million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $31.1
million in total assets, $22.8 million in total liabilities and
$8.33 million in total stockholders' equity.


M/I HOMES: Moody's Alters Outlook to Positive & Affirms B2 CFR
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of M/I Homes,
Inc. to positive from stable while affirmed the company's Corporate
Family Rating at B2 and Probability of Default Rating at B2-PD.
Concurrently, Moody's affirmed the company's existing senior notes
at B1 as well as senior subordinated notes and preferred series A
shares at Caa1. The company's Speculative-Grade Liquidity (SGL)
rating was affirmed at SGL-2.

The change in the rating outlook to positive from stable reflects
Moody's view that M/I Homes is well positioned to take advantage of
the continued growth in the homebuilding industry. The outlook
change also considers the company's efforts to diversify its
geographic reach while maintaining a conservative balance sheet
management strategy as well as a disciplined approach toward land
and land development investments. M/I Homes' key credit metrics
have improved from where they were a year ago, including its
homebuilding debt leverage that is now anticipated to hover around
40-45% over the next 12 months.

Moody's took the following rating actions on M/I Homes, Inc.:

  -- Corporate Family Rating, affirmed at B2;

  -- Probability of Default Rating, affirmed at B2-PD;

  -- $230 million 8.625% senior notes, affirmed at B1 (LGD3);

  -- $86 million 3.0% senior subordinate convertible notes,
     affirmed at Caa1 (LGD6);

  -- $58 million 3.25% senior subordinate convertible notes,
     affirmed at Caa1 (LGD6);

  -- $48 million 9.75% series A preferred shares, affirmed at
     Caa1 (LGD6);

  -- Speculative-Grade Liquidity Rating, affirmed at SGL-2;

  -- Rating outlook changed to positive from stable.

The B2 Corporate Family Rating reflects M/I Homes' relatively small
size and projected negative free cash flow generation over the next
12 to 18 months as it continues to invest into land.

At the same time, M/I Home's B2 Corporate Family Rating is
supported by its balanced geographic diversification, low-risk land
purchasing strategy and improving credit metrics. Previously
concentrated in the Midwest, particularly in Ohio, M/I Homes has
been able to reduce the exposure to Midwest to about 37% (homes
delivered) and has expanded to South and Mid-Atlantic. Furthermore,
it has been able to reduce the risk associated with land investment
through a couple of measures. First, almost half of the company's
lot inventory is optioned. Second, M/I Homes maintains a land
supply of around 5 years, allowing it to remain flexible in the
event of a downturn. Additionally, the rating incorporates Moody's
view that favorable homebuilding industry conditions will lead to
further improvement in credit metrics. Moody's projects M/I Homes'
homebuilding debt to capitalization ratio to be around 40%-45% over
the next 12 to 18 months, and its interest coverage to increase
over 2 times.

The positive outlook reflects the expectation that M/I Homes'
financial performance continues to improve as the homebuilding
industry expands.

The ratings could be upgraded if homebuilding debt leverage moves
closer to 40% on a sustained basis with further improvement in
other key credit metrics such as interest coverage and gross
margin.

The ratings could be downgraded if the company's liquidity position
deteriorates, net income turns negative, or if adjusted
homebuilding debt leverage increases above 60%.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes, Showcase Collection
(exclusively by M/I Homes) and Triumph Homes, with homebuilding
operations located in Columbus and Cincinnati, Ohio; Indianapolis,
Indiana; Chicago, Illinois; Tampa and Orlando, Florida; Charlotte
and Raleigh, North Carolina; the Virginia and Maryland suburbs of
Washington, D.C; and Austin, Dallas/Fort Worth, Houston and San
Antonio, Texas.


MARKEL CORP: Moody's Assigns (P)Ba1 Preferred Stock Rating
----------------------------------------------------------
Moody's Investors Service assigned provisional ratings (senior
unsecured debt at (P)Baa2), to Markel Corporation's (NYSE: MKL)
multi-seniority shelf registration statement. This new shelf
registration statement, filed on March 20, 2015, replaces Markel's
previous shelf registration statement filed on December 16, 2011.
The company maintains its shelf registration for general corporate
purposes. The outlook for the ratings is stable.

Markel's ratings reflect the group's scale and market presence in
the specialty and excess and surplus (E&S) property & casualty
(P&C) segments, a diversified business mix, relatively good risk
adjusted capitalization, and a prudent approach to reserving.
Markel also maintains good holding company liquidity with $1.4
billion in investments, comprised of cash and short term
investments and common stock as of March 31, 2015. Somewhat
offsetting these positive factors are the company's exposure to a
number of volatile and long-tail lines of business, exposure to
catastrophes, and an investment portfolio that contains a
relatively large amount of common stocks, creating potential
earnings and capital volatility.

Factors that could lead to an upgrade for Markel and its principal
operating subsidiaries include: 1) strong and consistent earnings
through the insurance cycle (return-on-capital consistently above
8%); 2) maintain pre-tax interest coverage greater than 6x; and 3)
adjusted financial leverage of 20% or below. Conversely, factors
that could lead to a downgrade include: 1) adjusted financial
leverage consistently above 30% and/or interest coverage
consistently below 4x; 2) gross underwriting leverage above 4x; 3)
liquid assets at the holding company less than 3x annual interest
expense; 4) decline in shareholders' equity by 10% or more as a
result of losses; and 5) reserve charges more than 3% of carried
reserves.

Moody's has assigned the following provisional debt ratings:

  -- Markel Corporation -- provisional senior unsecured debt at
     (P)Baa2, provisional subordinated debt at (P)Baa3, and
     provisional preferred stock at (P)Ba1.

Markel Corporation is a property and casualty insurance holding
company based in Glen Allen, Virginia. For the first quarter of
2015, Markel reported net premiums written of $1 billion and net
income of $191 million. As of December 31, 2014, total equity was
$7.9 billion.

The principal methodology used in these ratings was Global Property
and Casualty Insurers published in August 2014.


MATADOR PROCESSORS: Bankruptcy Court Okays Sale to DLJ Investments
------------------------------------------------------------------
Brianna Bailey, writing for Newsok.com, reports that U.S.
Bankruptcy Court Judge Janice D. Loyd approved on May 8, 2015, the
sale of Matador Processing, LLC, fdba Matador Processors, Inc.'s
business to investment group DLJ Investments Ltd.  

Court documents show that DLJ has taken over the Company's chile
relleno factory on State Highway 76 in Blanchard until it can
secure financing to buy the property for $400,000.  Citing the
Company's bankruptcy counsel, David B. Sisson, Esq., Newsok.com
adds that DLJ has already acquired the Matador name and all of its
equipment, and the buyer could choose to move the Company to
Nebraska if it cannot get financing to buy the Blanchard plant.

According to Newsok.com, DLJ wants to keep the business open and
expand its product lines.  The new Matador owners plan to expand
the Company's product lines and update its sales and marketing
strategy, the report states, citing DLJ partner Rick Jackson.  

Newsok.com reports that DLJ are also retaining Betty Wood, the
Company's former owner.  "We are keeping her on board and all we
are doing is bringing in the resources and the know-how to move
things forward with the Company," the report quoted Mr. Jackson as
saying.  

                    About Matador Processing

Headquartered in Blanchard, Oklahoma, Matador Processing, LLC,
fdba Matador Processors, Inc., makes frozen chile rellenos that
are sold to restaurants.  It was founded in 1975 by Clif and Betty
Wood in Blanchard.  At its peak, the Debtor employed about 49
people in Blanchard.  Ms. Wood said in a NewsOK.com report that
the Debtor now has 20 employees and is still hiring.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Okla. Case No. 13-15303) on Dec. 2, 2013, estimating its
liabilities at between $500,001 and $1 million against $1 million
to $10 million in estimated assets.  The Hon. Niles L. Jackson
presides over the case.  David B. Sisson, Esq., who has an office
in Norman, Oklahoma, serves as the Debtor's bankruptcy counsel.
The petition was signed by Betty J. Wood, managing member.

According to the NewsOK.com report, Ms. Wood said that she was
forced to file for Chapter 11 bankruptcy protection a few weeks
before Christmas in 2013 to save the Debtor's manufacturing plant
from foreclosure after BancFirst, one of the Debtor's largest
creditors, refused to work with the Debtor on its mortgage.


MILLENNIUM HEALTH: S&P Lowers CCR to 'B', Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Diego-based clinical toxicology laboratory services
provider Millennium Health LLC to 'B' from 'B+'.  The rating
outlook is negative.  At the same time, S&P lowered its issue-level
rating on Millennium's senior secured debt to 'B' from 'B+' (the
same as the corporate credit rating).

"Our rating action follows weaker-than-expected fourth quarter
results, highlighted by a low-double-digit decline in revenue per
test that was only partially offset by volume growth and expense
control," said Standard & Poor's credit analyst Shannan Murphy. The
decline in revenue per test on a year-over-year basis primarily
reflected a conversion of some out-of-network business to
in-network, as well as policy changes from commercial insurers and
Medicare that provided new limits on the frequency and quantity of
permitted drug testing.  While revenue per test has been declining
for several quarters, the magnitude of this quarter's decline was
sharper than S&P had anticipated.  As a result, adjusted leverage
at year-end was around 5x, a departure from S&P's prior expectation
that leverage would be in the high-4x area at the end of 2014 and
the low- to mid-4x range at the end of 2015.  Free cash flow also
slowed somewhat in the fourth quarter, in part due to slower cash
collections, some of which relate to one-time factors.  This is
consistent with a "highly leveraged" (revised from "aggressive")
financial risk profile.

S&P's negative outlook reflects regulatory uncertainty and upcoming
legislation under the Protecting Access to Medicare Act that could
place pressure on rates (and possibly volumes) beyond S&P's
base-case expectation.  Together, these factors gives S&P limited
confidence in its ability to forecast Millennium's likely leverage
levels or free cash flow generation over the next year.

S&P could lower the rating if it believes that reimbursement
pressure is likely to result in limited discretionary cash flow,
which S&P would view as more consistent with a 'B-' rating.  Such a
scenario would require a sizable double-digit decline in revenue
and several hundred basis point margin erosion.

S&P could revise the outlook back to stable if it gains increasing
confidence that the company's business is unlikely to be severely
affected by ongoing industry shifts, and is likely to continue to
comfortably generate positive discretionary cash flow over time.



MMRGLOBAL INC: Jack Zwissig Quits as Director
---------------------------------------------
Jack Zwissig provided notice to MMRGlobal, Inc. of his intention to
resign from the Board of Directors of the Company, effective   May
11, 2015, according to a Form 8-K filed with the Securities and
Exchange Commission.  

Mr. Zwissig was serving as a member of the Compensation Committee
and the Nominating and Corporate Governance Committee of the Board
at the time of his resignation.  Mr. Zwissig's decision to resign
was solely for personal reasons and time considerations and did not
involve any disagreement with the Company, the Company's management
or the Board.  As of May 15, 2015, the Company has not received any
written correspondence from Mr. Zwissig describing any disagreement
he has with the Company's operations, policies or practices,
management, or with the Board.

On the same date, the Board appointed Titus Day to the Board of
Directors to fill Mr. Zwissig's vacancy.  Mr. Day agreed to join
the Board effective immediately.  Mr. Day will serve as a member of
the Audit Committee and Nominating and Corporate Governance
Committee of the Board.  There were no arrangements or
understandings between Mr. Day and any other persons pursuant to
which he was elected to serve on the Board.

In connection with the appointment of Mr. Day to the Board, Mr. Day
and the Company also entered into the Company's standard form of
indemnification agreement providing for indemnification and
advancement of expenses to the fullest extent permitted by the
General Corporation Laws of the State of Delaware.

The Board has not yet authorized the issuance of any shares of
common stock or other securities to Mr. Day in connection with his
appointment to the Board.  Mr. Day is entitled to the same
per-meeting and retainer fees as the other members of the Board as
described in the Company's most recently filed definitive proxy
statement.

Titus Day is Managing Director of 6 Degrees Group
(http://www.6degreesmanagement.com.au/),a company based in Sydney,
Australia which he founded in 2009 to offer exclusive services and
expertise to its clients in the fields of television, radio, print,
media, music, sports, licensing, publishing and crisis management.
For over 20 years, he has worked as a talent manager, agent and
commercial lawyer both in Australia and the United States.  His
experience includes working with some of Australia's best known
names and personalities as a Client Management Executive at 22
Management.  He also worked as in-house Legal Counsel at IMG, a
global leader in sports and media operating in over 25 countries,
and at Atlantic Talent Management in Los Angeles.  In addition to
being a director of 6 Degrees Management Pty. Ltd., Mr. Day serves
as a director of Nexdius Pty. Ltd., and is a director of The
Sebastian Foundation, a charitable organization based in Sydney.
Titus Day received his Bachelor of Laws from the University of
Sydney Australia (LPAB) and was admitted as a Legal Practitioner by
the Supreme Court of New South Wales on Dec. 14, 2001.  He has
worked as a solicitor in commercial practice as well as a booking
agent at TPA.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MMRGLOBAL INC: Posts $741,000 Net Loss in First Quarter
-------------------------------------------------------
MMRGlobal, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $741,000
on $44,700 of total revenues for the three months ended March 31,
2015, compared to a net loss of $1.64 million on $485,000 of total
revenues for the same period in 2014.

As of March 31, 2015, the Company had $2.05 million in total
assets, $9.48 million in total liabilities, all current, and a
$7.43 million total stockholders' deficit.

As of March 31, 2015, the Company had cash and cash equivalents of
$0, compared to $104,000 as of March 31, 2014.

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

                        http://is.gd/ghmquJ

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MODERN RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Modern Radiology PSC   
        9176 C/ Marina
        PO Box 7346
        Ponce, PR 00732-7346

Case No.: 15-03629

Nature of Business: Health Care

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Nilda M. Gonzalez Cordero, Esq.
                  GONZALEZ CORDERO LAW OFFICES
                  PO Box 3389
                  Guaynabo, PR 00970
                  Tel: 787-721-3437
                  Email: ngonzalezc@ngclawpr.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gamalier Bermudez Ruiz, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb15-03629.pdf


NAARTJIE CUSTOM: Seeks Dismissal of Bankruptcy Case
---------------------------------------------------
Naartjie Custom Kids, Inc., and the Official Committee of Unsecured
Creditors filed a joint motion asking the U.S. Bankruptcy Court for
the District of Utah to dismiss the Debtor's Chapter 11 case,
saying confirmation of a plan and conversion of the Chapter 11 case
will only require additional expenses.

The Debtor's counsel, Jeffrey M. Armington, Esq., at Dorsey &
Whitney LLP, in Salt Lake City, Utah, relates that (a) the Debtor
has completed its claims reconciliation process, (b) the Debtor has
completed the sale of its interests in its wholly owned South
African subsidiary ZA One Proprietary Limited and the Debtor's
intellectual property to Truworths Limited, and all of the proceeds
of the sales due to the Debtor have been transferred to the
Debtor's estate, (c) the Debtor has complied with all of the terms
and conditions of the Settlement Term Sheet and the Settlement
Order, (d) the Debtor has given at least 14 days' notice to all
parties listed on the creditor matrix in the Chapter 11 Case of its
estimated distribution of funds pursuant to the Settlement Term
Sheet, and that objections to the estimated distribution of funds,
if any, have been withdrawn, waived, settled or overruled, (e) all
U.S. Trustee fees attributable to the Debtor have been paid in
full, and (f) the Court has entered orders with respect to final
fee applications.

Mr. Armington further relates that the Debtor and the Creditors'
Committee have conferred with Target Ease International and the
Secured Noteholders, who are members of the Settlement Parties, and
both parties support the Motion.

Mr. Armington asserts that the Debtor has sold substantially all of
its assets and the remaining funds can most efficiently be
distributed through a dismissal as opposed to a plan, which would
only serve to substantially increase the administrative expenses
and threaten and delay recoveries to creditors.  With few remaining
assets to administer, conversion to Chapter 7 would impose
additional administrative costs with no corresponding benefit to
the Debtor's creditors, Mr. Armington further asserts.

The hearing on the joint motion to dismiss is scheduled for June 4,
2015 at 10:00 a.m., and the deadline for filing objections was set
for May 28.

The Debtor is represented by:

         Annette W. Jarvis, Esq.
         Peggy Hunt, Esq.
         Michael F. Thomson, Esq.
         Jeffrey M. Armington, Esq.
         DORSEY & WHITNEY LLP
         136 South Main Street, Suite 1000
         Salt Lake City, UT 84101-1685
         Tel: (801) 933-7360
         Fax: (801) 933-7373
         Email: jarvis.annette@dorsey.com
                hunt.peggy@dorsey.com
                thomson.michael@dorsey.com
                armington.jeff@dorsey.com

The Creditors' Committee is represented by:

         Michael R. Johnson, Esq.
         David H. Leigh, Esq.
         RAY QUINNEY & NEBEKER P.C.
         36 South State Street, 14th Floor
         Salt Lake City, UT 84111
         Tel: (801) 532-1500
         Fax: (801) 532-7543
         Email: mjohnson@rqn.com
                dleigh@rqn.com

            -- and --

         Jeffrey N. Pomerantz, Esq.
         Bradford J. Sandler, Esq.
         Teddy M. Kapur, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd. 13th Floor
         Los Angeles, CA 90067
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         Email: jpomerantz@pszjlaw.com
                bsandler@pszjlaw.com
                tkapur@pszjlaw.com

                     About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

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

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


NATURAL PORK: Seeks to Sell Williamsburg Farm
---------------------------------------------
Natural Pork Production II, LLP, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Iowa to sell
approximately 84.33 acres of farm land and out buildings in Greene
Township, Wayne County, in Indiana ("Williamsburg Farm"), at a
public auction.

According to the Debtors, Halderman Real Estate Services is
scheduled to sell the Williamsburg Farm at public auction on June
9, 2015, at the Golay Center in Cambridge City, Indiana.  The
Debtor's engagement of Halderman to list, market and sell the
Williamsburg Farm at public auction provides for Halderman to
receive a 4.50% commission, with the Debtor responsible for
advertising costs, which will not exceed $5,500.

Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave,
P.C., in Des Moines, Iowa, tells the Court that the sale and the
public auction is in the best interests of the bankruptcy estate
and in the best interests of all other interested parties in this
Chapter 11 case.  An orderly sale of the Williamsburg Farm is
essential, time is of the essence, and timing of the proposed
auction sale is propitious for the upcoming growing season, Mr.
Goetz says.  The net sale proceeds will also aid in minimizing the
administrative expenses of Debtor's estate, he adds.  Mr. Goetz
asserts that any unnecessary delay in concluding the public auction
would result in the collapse of the sale.

The Court will conduct a hearing on the motion to sell on May 22,
2015 at 1:30 p.m.

The Debtor is represented by:

         Jeffrey D. Goetz, Esq.
         BRADSHAW FOWLER PROCTOR & FAIRGRAVE, P.C.
         801 Grand Avenue, Suite 3700
         Des Moines, IA 50309-8004
         Tel: 515-246-5817
         Fax: 515-246-5808
         Email: goetz.jeffrey@bradshawlaw.com

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012,
in Des Moines.  The Company formerly did business as Natural Pork
Production, LLC.  It does business as Crawfordsville, LLC,
Brayton,
LLC, South Harlan, LLC, and North Harlan, LLC.  The Debtor
disclosed $31.9 million in asset and $27.9 million in liabilities,
including $7.49 million of secured debt in its schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa,
represent
the Debtor as special litigation counsel.

Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors.  Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson,
in West Des Moines, Iowa, represents the IC Committee as counsel.


NEOMEDIA TECHNOLOGIES: Posts $1.32 Million Net Loss in 1st Quarter
------------------------------------------------------------------
NeoMedia Technologies, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.32 million on $470,000 of revenue for the three months ended
March 31, 2015, compared to net income of $15,000 on $1 million of
revenue for the same period in 2014.

As of March 31, 2015, the Company had $1.18 million in total
assets, $40.7 million in total liabilities, all current, $4.31
million in series C convertible preferred stock, $348,000 in series
D convertible preferred stock and a $44.2 million total
shareholders' deficit.

As of March 31, 2015, the Company's cash balance was $101,000.

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

                       http://is.gd/VTpotY

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

NeoMedia reported a net loss of $2.46 million on $3.51 million of
revenues for the year ended Dec. 31, 2014, compared to net income
of $28.46 million on $4.29 million of revenues in 2013.

StarkSchenkein, LLP, in Denver, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014.  The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors, the auditors noted, raise substantial doubt about the
Company's ability to continue as a going concern.


NEPHROS INC: Reports $243,000 Net Income in First Quarter
---------------------------------------------------------
Nephros, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $243,000 on
$544,000 of total net revenues for the three months ended March 31,
2015, compared to a net loss of $3.51 million on $473,000 of total
net revenues for the same period in 2014.

As of March 31, 2015, the Company had $2.62 million in total
assets, $8.03 million in total liabilities and a $5.41 million
total stockholders' deficit.

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company's
recurring operating losses and difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations raise
substantial doubt about its ability to continue as a going concern.
The Company's condensed consolidated interim financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.

"The Company has incurred significant losses in operations in each
quarter since inception.  To become profitable, the Company must
increase revenue substantially and achieve and maintain positive
gross and operating margins.  If the Company is not able to
increase revenue and gross and operating margins sufficiently to
achieve profitability, its results of operations and financial
condition will be materially and adversely affected," the Company
said in the filing.

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

                        http://is.gd/piWhD5

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.

Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


NET ELEMENT: Cayman Invest Reports 9.3% Stake as of April 30
------------------------------------------------------------
Cayman Invest S.A. and Anashkhan Gabbazova disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of April 30, 2015, they beneficially own 4,402,491 shares of
common stock representing 9.3 percent of 47,460,032, which is the
number of the outstanding shares of Common Stock as of
March 30, 2015.

As of April 30, 2015, Cayman may be deemed to have formed a "group"
as defined by Section 13(d) of the Securities and Exchange Act of
1934 upon entering into two separate Voting Agreements, and as such
may be deemed to be a beneficial owner of 25,081,961 shares of
Common Stock of the Company or 53.47% of the total outstanding
Common Stock.  The group is composed of Cayman, Kenges Rakishev,
Novatus Holding PTE. Ltd., Oleg Firer, Beno Distribution, Ltd.,
Mayor Trans Ltd., Steven Wolberg, James Caan, Jonathan New, David
P. Kelley II, and William Healy.

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

                        http://is.gd/epKi7X

                         About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.

As of March 31, 2015, the Company had $14.02 million in total
assets, $10.29 million in total liabilities and $3.73 million in
total stockholders' equity.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014.  The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.


NET ELEMENT: Mayor Trans Reports 8.5% Equity Stake as of April 30
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Mayor Trans Ltd. and Rufat Baratzada disclosed that as
of April 30, 2015, they beneficially own 4,018,688 shares of common
stock of Net Element, Inc., which represents 8.5 percent of the
shares outstanding.  

As of April 30, 2015, Mayor Trans may be deemed to have formed a
"group" as defined by Section 13(d) of the Securities and Exchange
Act of 1934 upon entering into two separate Voting Agreements, and
as such may be deemed to be a beneficial owner of 25,081,961 shares
of Common Stock of the Company or 53.47% of the total outstanding
Common Stock.  The group is composed of Mayor Trans, Cayman Invest
S.A, Kenges Rakishev, Novatus Holding PTE. Ltd., Oleg Firer, Beno
Distribution, Ltd., Steven Wolberg, James Caan, Jonathan New, David
P. Kelley II, and William Healy.

A full-text copy of the regulatory filing is available at:
   
                       http://is.gd/7vGizF

                        About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.

As of March 31, 2015, the Company had $14.02 million in total
assets, $10.29 million in total liabilities and $3.73 million in
total stockholders' equity.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014.  The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.


NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed all ratings for Newfield Exploration Co.
(Newfield; NYSE: NFX).  The Rating Outlook is Stable.

Approximately $2.4 billion of debt is affected by the rating
action.

KEY RATING DRIVERS

Newfield's ratings reflect the company's liquids-focused production
profile and proved reserves (1p) base, strong reserve replacement
history, adequate liquidity, favorable hedging position, and
credit-conscious financial policy.  These considerations are offset
by the company's modest size, historical loss of momentum
associated with its restructuring activity, and heightened
execution risk given the relatively early development stage of and
higher capital allocation toward its STACK position (70% of planned
capital expenditures in Anadarko Basin).  Fitch recognizes,
however, that results from the STACK play have been encouraging
with strong growth potential from multiple, oil-weighted stacked
intervals and opportunities to further improve economics through
production efficiencies.  Newfield estimates single, life of well
pre-tax IRRs to be in excess of 30%-40% based on West Texas
Intermediate (WTI) and Henry Hub prices of $55/$60/$65 and
$3.00/$3.50/$4.00, respectively, for the first three years and flat
prices thereafter.

The company reported year-end 2014 net proved reserves of 645
million barrels of oil equivalent (mmboe) and production of 135
thousand boe per day (mboepd; 57% liquids), excluding about 6
mboepd from discontinued operations in Malaysia and natural gas
produced and consumed in operations, for the year-ended 2014.  This
results in a reserve life of over 13 years.  First quarter 2015
production increased to 140 mboepd (61% liquids) benefiting from a
full quarter of offshore China operations and strong U.S. onshore
operating results.  The Fitch-calculated one-year organic reserve
replacement rate was about 250% with an associated finding and
development (F&D) cost of $16.50 per boe.

Credit metrics strengthened year-over-year due to strong
operational performance and the application of Granite Wash
divestiture proceeds to the repayment of the $600 million 7.125%
senior subordinated notes.  The Fitch-calculated proforma debt/LTM
EBITDA, debt/1p reserves, and debt/flowing barrel were
approximately 1.9x, $3.80/boe, and $17,450, respectively, as of
March 31, 2015. These metrics are generally consistent with or
better than similarly rated North American E&P peers.  Fitch's base
case, assuming a WTI price of $50, forecasts debt/EBITDA of under
1.8x in 2015.

SHIFTING FROM GROWTH TO RETURNS IN WEAK PRICE ENVIRONMENT

Newfield, consistent with other North American independent E&P
peers, has shifted its focus from a robust three-year production
and cash flow growth plan to optimizing returns and capital
efficiency by high-grading drilling activity.  The company has
budgeted about $1.2 billion, a roughly 40% year-over-year
reduction, in capital spending mainly attributable to a temporary
suspension of drilling activity in the company's Uinta and Eagle
Ford acreage and reduction in rigs operating in its Williston play
(dropping from 4 rigs to 1 rig in 2015).  Approximately 70% of the
capital budget is allocated to the Anadarko Basin.  Total
production, adjusted for asset sales, is expected to increase 18%
year-over-year (mid-point 146.5 mboepd).  This considers a
relatively flat year-over-year fourth quarter U.S. production
profile and the commencement of offshore China operations.

FINANCIAL MANAGEMENT MODERATES CREDIT RISKS

The company continues to take steps to improve its financial
profile through the downcycle via a recent equity offering, the
sale of non-core assets, and active debt management.  Management
intends on balancing capital spending with cash flows in order to
preserve liquidity and maintain a strong balance sheet through the
downcycle.  However, Newfield has indicated that supportive pricing
signals could lead to an acceleration of drilling activity and it
continues to be opportunistic in its pursuit of 'bolt-on' acreage,
particularly for its Anadarko Basin position.

Fitch's base case, assuming a WTI price of $50, projects that
Newfield will approach a free cash flow (FCF) neutral profile in
2015.  However, the cash costs associated with fourth-quarter 2014
capital accruals ($134 million in first-quarter 2015) will weigh
negatively on FCF.  The Fitch base case results in debt/EBITDA of
under 1.8x in 2015.  Debt/1p reserves and debt per flowing barrel
metrics are forecast to be approximately $3.60/boe, subject to any
revisions, and $16,500, respectively.  Fitch's base case WTI price
forecast assumption of $60 in 2016 and $75 long-term suggests that
Newfield may selectively increase drilling activity in 2016.  The
Fitch base case considers that the company will maintain capital
spending within operating cash flows in 2016 resulting in a
debt/EBITDA of 1.8x.

Newfield favorably maintains a rolling, multi-year hedging program,
using a combination of swaps, swaps with short puts, and three-way
collars, to manage cash flow variability and support development
funding.  Fitch notes that the company recently purchased calls to
cover a portion of its short put position in 2016 effectively
locking in a portion of oil hedge spreads. Further, Fitch
recognizes that the company's three-way collar hedging strategy
provides some upside potential, but exposes cash flows to adjusted
spot prices in a weak pricing environment.  As of May 5, 2015,
Newfield's U.S. oil production was over 80% hedged for both 2015
and 2016.

ADEQUATE LIQUIDITY POSITION

Newfield has historically maintained a nominal cash balance.  As of
March 31, 2015, the company had proforma cash and cash equivalents
of $59 million.  The company's primary source of liquidity is the
recently upsized and extended $1.8 billion senior unsecured credit
facility due June 2020.  Additional liquidity is provided by $195
million in money market lines of credit.  The revolver and money
market lines of credit had no outstanding borrowings at the end of
the first quarter 2015.  Proforma liquidity, as of March 31, 2015,
was nearly $2.1 billion.

The company has an extended maturities profile with its next senior
unsecured debt maturity in 2022.  Financial covenants, as defined
in the credit facility agreement, consist of a maximum debt-to-book
capitalization ratio of 60% and an EBITDAX/interest expense ratio
of at least 3x.  Other customary covenants across debt instruments
restrict the ability to incur additional liens, engage in
sale/leaseback transactions, and merge, consolidate, or sell
assets, as well as change in control provisions.  The company is in
compliance with all of its covenants with ample cushion.

MANAGEABLE OTHER LIABILITIES

Newfield does not maintain a defined benefit pension plan.  Asset
retirement obligations (AROs) increased to $185 million, as of
March 31, 2015, from $122 million at year-end 2013 principally due
to the addition of AROs related to the Pearl development in China
and U.S. onshore well growth.  Other contingent obligations, as of
Dec. 31, 2014, totaled $832 million on a multi-year, undiscounted
basis comprising firm transportation agreements ($389 million) and
operating leases and other service contracts ($443 million).  Fitch
believes these other liabilities are manageable and are generally
consistent with similarly rated peers.

Additionally, the company entered into oil and gas delivery
commitments for a total of nearly 125 mmboe between 2015 and 2025.
The majority of these delivery commitments are associated with its
Tesoro and HollyFrontier refinery arrangements to accommodate the
company's waxy Uinta production.  Management believes its reserves
and production will be sufficient to meet these commitments.
Further, Fitch understands that annual deficiency fees, assuming
current production relative to the maximum delivery commitment,
would be manageable at about $10 million per year for 2015-2016 and
approximately $40 million per year thereafter.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

   -- WTI oil price that trends up from $50/barrel in 2015 to
      $60/barrel in 2016, and a long-term price of $75/barrel;

   -- Henry Hub gas that trends up from $3/mcf in 2015 to
      $3.25/mcf in 2016 and a long-term price of $4.50/mcf;

   -- Domestic and total production growth of over 9% (134.5
      mboepd) and nearly 19% (148.2 mboepd) in 2015, respectively,

      generally consistent with the top-end of guidance.  Fitch
      forecasts modestly lower production in 2016 due to its
      price-driven activity assumptions with an uptick in
      production thereafter;

   -- Liquids mix increases to 63% in 2015 with the heightened
      production growth in the Anadarko Basin and commencement of
      operations in China.  Fitch assumed a continued focus on
      liquids thereafter;

   -- Capital spending is forecast to be approximately $1.2
      billion in 2015, consistent with guidance, plus the cash
      effects of Q4 2014 capital accruals.  Fitch assumes
      management continues to manage capex until market prices are

      supportive of longer term production growth and cash flow
      outspend;

   -- Retention of the offshore China operations.

RATING SENSITIVITIES

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

   -- Increased size, scale, and diversification of Newfield's
      operations with some combination of the following metrics;

   -- Mid-cycle debt/EBITDA below 2x on a sustained basis;

   -- Debt/flowing barrel under $20,000 and/or debt/1p below
      $5.50/boe on a sustained basis.

Fitch does not anticipate a positive rating action in the near term
given the current weak pricing environment.  However, continued
operational execution and a clear path to core production and
reserve growth, while maintaining financial flexibility, could lead
to a positive rating action over the medium-term.

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

   -- Mid-cycle debt/EBITDA above 2.5x on a sustained basis;

   -- Debt/flowing barrel of $25,000 - $30,000 and/or debt/1p
      above $7/boe on a sustained basis;

   -- A persistently weak oil & gas pricing environment without a
      corresponding reduction to capex;

   -- Acquisitions and/or shareholder-friendly actions
      inconsistent with the expected cash flow and leverage
      profile.

Fitch does not expect a negative rating action in the near term
given the steps taken by management to pay down debt and balance
capital spending with cash flows.  However, Fitch recognizes that a
large leveraging transaction and/or acceleration of drilling
activity without a supportive hedge position/market pricing outlook
could reduce financial flexibility and, potentially, pressure the
rating.

Fitch has affirmed these ratings and assigned Recovery Ratings as
follows:

Newfield Exploration Co.

   -- Long-term IDR at 'BB+';
   -- Senior unsecured bank facility at 'BB+'/RR4;
   -- Senior unsecured notes at 'BB+'/RR4.

The Rating Outlook is Stable.

Fitch has also withdrawn Newfield's senior subordinated notes
rating of 'BB' following the full redemption of all outstanding
subordinated debt.



NISTHAUZ GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Nisthauz Group, Inc.
        40-23 99th Street
        Corona, NY 11368

Case No.: 15-42231

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Carla E. Craig

Debtor's Counsel: Jonathan S Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN
                  WISE & WIEDERKEHR, LLP
                  One North Lexington Avenu
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Jorge Nisthauz, president.

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


NORTHERN OIL: Moody's Assigns Caa1 Rating on $200MM Unsecured Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Northern Oil &
Gas, Inc.'s (NOG) proposed $200 million senior unsecured notes due
2020. The net proceeds from the issuance of the notes will be used
to repay outstanding borrowings under the company's revolving
credit facility.

"The new debt issuance and repayment of revolver borrowings will be
leverage neutral for Northern Oil & Gas, but will enhance its
liquidity position", stated James Wilkins, a Moody's analyst.

Ratings Assigned:

Issuer: Northern Oil & Gas, Inc.

  -- Senior Unsecured Notes due 2020 - Assigned Caa1 (LGD5)

NOG's B3 Corporate Family Rating (CFR) reflects the company's small
production profile, high capital spending needs to develop the
company's resources, as well as its limited control over the pace
of this development due to its non-operator status. The company's
credit profile benefits from a strong acreage position in the
Williston Basin, considerable well diversity for a company of its
size, and the diversity and operational track record of its
operating partners. The rating also considers NOG's high oil
weighted production, substantial hedged production volumes in 2015,
and reduced expenditure plans in coming years that help to offset
high leverage in terms of debt/production. The company maintains a
hedging program with production volumes hedged on a rolling two
year basis. NOG's margins and cash flow will benefit from crude oil
hedges on approximately 80% of production in each quarter of 2015.
It has approximately 5,000 bbl/d hedged in 2016 and 2,500 bbl/d
hedged in the first half of 2017.

Under Moody's Loss Given Default (LGD) methodology, NOG's $700
million of senior unsecured notes are rated Caa1, one notch below
the company's B3 CFR, given the substantial size of the secured
revolving credit facility in its capital structure. The credit
facility is secured by substantially all of NOG's assets.

NOG SGL-3 Speculative Grade Liquidity rating indicates the company
will have adequate liquidity through mid-2016, supported by its
cash balances ($6 million as of March 31, 2015), funds from
operations and available capacity under its revolving credit
facility ($407 million as of March 31, 2015, pro forma for the $200
million notes issuance). It will be reliant on its partially drawn
revolving credit facility as a result of negative free cash flow
generation in 2015-2016 and will be subject to borrowing base
redetermination risk.

The $750 million secured revolving credit facility due September
2018 had a borrowing base of $550 million as of April 1, 2015 that
is subject to redeterminations on April 1st and October 1st of each
year based on the value of oil and gas reserves. As of March 31,
2015, there were $338 million of borrowings under the revolver and
$212 million of available capacity. The company's borrowing base
remained $550 million after the April 1, 2015 redetermination.
Borrowings under the revolver will be partially repaid with the net
proceeds from the company's May 2015 debt offering.

Financial covenants under the facility require the company to
maintain a ratio of secured debt to EBITDAX of no greater than 2.5
to 1.0, a ratio of EBITDAX to interest expense of at least 2.5 to
1.0 and a current ratio above 1.0x. Amendment number five to the
revolver dated April 7, 2015, removed the requirement that the
Company maintain a ratio of total debt to EBITDAX of no greater
than 4.0 to 1.0. Partially unhedged production in 2016 could result
in much lower profit margins and reduced compliance cushions for
the revolver financial covenants in 2016.

NOG has heavy, albeit reduced from 2014, capital spending
requirements, estimated at a roughly $140 million in 2015. Despite
Moody's expectation that NOG will generate negative free cash flow
in the next twelve months, the company has sufficient liquidity to
cover any reasonably expected potential cash shortfalls.

The stable rating outlook assumes that NOG will maintain its
production at favorable margins and returns, while maintaining
adequate liquidity in order to fund its capital spending needs. The
ratings could be upgraded if NOG generates retained cash flow to
debt above 25% on a sustained basis and reduces debt to average
daily production below $35,000. The ratings could be downgraded if
NOG's liquidity deteriorates or if it generates retained cash flow
to debt below 10% on a sustained basis.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Northern Oil and Gas, Inc. (NOG), based in Wayzata, Minnesota, owns
non-operated working interests in oil and gas wells and acreage
primarily in the Bakken and Three Forks formations within the
Williston Basin in North Dakota and Montana. NOG has working
interest in 2,338 gross producing wells (185.7 net), with an
average working interest of 7.9%, and had 100.7 MMboe of proved
reserves as of December 31, 2014. NOG's average daily production in
2014 was 15,794 boe per day, consisting of 89% oil.


OMNICOMM SYSTEMS: Incurs $2.8 Million Net Loss in First Quarter
---------------------------------------------------------------
OmniComm Systems, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $2.8 million on $4.83
million of total revenues for the three months ended March 31,
2015, compared with a net loss attributable to common stockholders
of $1.55 million on $3.18 million of total revenues for the same
period in 2014.

As of March 31, 2015, the Company had $6.09 million in total
assets, $44.5 million in total liabilities and a $38.4 million
total shareholders' deficit.

At March 31, 2015, the Company had working capital deficit of
approximately $16.4 million.

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

                        http://is.gd/DKWJXT

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $4.66 million on $16.5 million of total revenues
for the year ended Dec. 31, 2014, compared to a net loss
attributable to common stockholders of $3.36 million on $14.3
million of total revenues for the year ended Dec. 31, 2013.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has experienced net losses and negative cash flows and has
utilized debt and equity financing to satisfy the Company's capital
requirements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern, according to the
regulatory filing.


ON ASSIGNMENT: S&P Affirms 'BB' CCR & Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Calabasas, Calif-based On Assignment
Inc. and revised the rating outlook on the company to negative from
stable.

At the same time, S&P assigned its 'BB' issue-level rating and '3'
recovery rating to On Assignment's proposed $975 million senior
secured credit facility (consisting of a $100 million revolving
credit facility due 2020 and an $875 term loan B due 2022).  The
z3' recovery rating indicates S&P's expectation of meaningful (50%
to 70%; lower half of the range) recovery in the event of a payment
default.

Separately, S&P plans to withdraw its 'BB+' issue-level rating on
On Assignment's existing senior secured credit facility once the
debt is repaid.

"The outlook revision to negative reflects our expectation that the
company's leverage will increase to the high-3x area following the
Creative Circle acquisition and that leverage will remain above 3x
into 2016," said Standard & Poor's credit analyst Heidi Zhang.

The acquisition pushes On Assignment's leverage meaningfully above
S&P's 3x threshold for the 'BB' rating on the company.  While S&P
believes that On Assignment will likely decrease its debt leverage
below 3x by the end of 2016, it believes the negative outlook
better indicates the execution risk associated with the
transaction.  If the company can demonstrate solid progress towards
decreasing its debt leverage below 3x and the market environment is
conducive to debt reduction, S&P could revise the outlook back to
stable.

The negative rating outlook on On Assignment reflects Standard &
Poor's Ratings Services' expectation that the company's leverage
will increase to the high-3x area following the Creative Circle
acquisition and that leverage will remain above 3x into 2016.

S&P could lower the rating if On Assignment's leverage remains
above 3x on a sustained basis.  This could occur if the company
engages in more debt-financed acquisitions or share repurchases, or
if the company does not realize its expected growth.

S&P could revise the outlook to stable over the next year if the
company shows significant progress towards reducing leverage to
below 3x, while affirming a commitment to keep leverage below 3x.



OSAGE EXPLORATION: Posts $757,000 Net Loss in First Quarter
-----------------------------------------------------------
Osage Exploration and Development, Inc. filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $757,000 on $2.91 million of total
operating revenues for the three months ended March 31, 2015,
compared to a net loss of $935,127 on $2.63 million of total
operating revenues for the same period in 2014.

As of March 31, 2015, the Company had $29.58 million in total
assets, $42.3 million in total liabilities and a $12.7 million
total stockholders' deficit.

                        Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary petition
in bankruptcy," the Company states in the filing.

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

                        http://is.gd/4437Ei

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company incurred a net loss of $34.5 million on $12.7 million
of total operating revenues for the year ended Dec. 31, 2014,
compared with net income of $3.85 million on $8.02 million of total
operating revenues for the year ended Dec. 31, 2013.

Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred recurring losses from operations and, as of
Dec. 31, 2014, has current liabilities significantly in excess of
current assets.  These conditions, among others, raise substantial
doubt about its ability to continue as a going concern, the
auditors said.


OWENS-ILLINOIS INC: Moody's Reviews 'Ba2' CFR for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Owens-Illinois Inc.'s Ba2
corporate family rating, Ba2-PD probability of default rating, and
all other instrument ratings under review for downgrade. The review
follows Owens-Illinois' announcement that it has reached a
definitive agreement with Vitro, S.A.B. de C.V. (BMV: VITROA), to
acquire Vitro's food and beverage glass container.

On May 13, 2015, Owens-Illinois, Inc. (NYSE: OI) announced that it
has reached a definitive agreement with Vitro, S.A.B. de C.V. (BMV:
VITROA), to acquire Vitro's food and beverage glass container
business in an all-cash transaction valued at approximately $2.15
billion. The transaction, which has been approved by the boards of
directors of both companies, is subject to approval by Vitro's
shareholders and customary regulatory approvals. The deal is
expected to close within 12 months. The acquired business is
expected to generate estimated annual revenue of $945 million and
adjusted EBITDA of $278 million. Further, O-I expects to realize
approximately $30 million in run-rate cost synergies by 2018
through a combination of procurement savings and operating
efficiencies. In the third year after close, the transaction is
expected to add approximately at least $100 million in free cash
flow.

Moody's placed the following ratings under review for downgrade:

Owens-Illinois Inc.

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba2-PD

  -- All senior unsecured debt, B1 (LGD 6)

OI European Group B.V.

  -- All senior secured debt, Baa2 (LGD 2)

  -- All senior unsecured debt, Ba2 (LGD4)

Owens-Brockway Glass Container, Inc.

  -- All senior secured debt, Baa2 (LGD 2)

  -- All senior unsecured debt, Ba3 (LGD 5)

The following rating is unchanged:

Owens-Illinois Inc.

  -- Speculative Grade Liquidity Rating, SGL-2

The review for downgrade reflects the deterioration in proforma
credit metrics and the potential that restoring them to a level
commensurate with the rating category may extend beyond the rating
horizon. Proforma leverage is approximately 4.5 times excluding
synergies, but including the anticipated benefit of Vitro's recent
contract wins (LTM 12/31/2014). Projected synergies are only $30
million given the lack of overlap between the two entities. The
combined entity is expected to generate strong free cash flow, but
reaching the full projected run rate may take over two years and
the company has stated its intention to continue to repurchase
shares post transaction. Additionally, transaction expenses are
expected to depress free cash flow for the first year after the
transaction. Moody's review will focus on the company's projected
operating results over the next 12 to 18 months and its plan to pay
down debt and improve credit metrics.

The Ba2 Corporate Family Rating reflects OI's leading position in
the industry, wide geographic footprint and continued focus on
profitability rather than volume. The rating also reflects
improvements in credit metrics from debt reduction,
cost-cutting/productivity and cost pass-throughs. The company has
led the industry in establishing and maintaining a strong pricing
discipline and improving operating efficiencies which has had a
measurable impact on its operating performance and the competitive
equilibrium in the industry. OI is one of only a few major players
that have the capacity and scale to serve larger customers and has
strong market shares globally, including faster growing emerging
markets. Liquidity is good as the company has good free cash flow,
significant availability under its credit facility, significant
cash on hand, and adequate cushion under its financial covenant.
The company has disclosed it intends to focus on debt reduction
over the near-term.

The ratings are constrained by the concentration of sales and the
asbestos liabilities. The ratings are also constrained by the
mature state of the industry, cyclical nature of glass packaging
and lack of growth in developed markets. Glass is considered a
package for premium products and subject to substitution and
trading down in an economic decline. OI is heavily concentrated
with a few customers in the beer industry and has benefited from
the growth in premium beers. Additionally, OI generates
approximately 70% of sales internationally while the majority of
the interest expense is denominated in U.S. dollars.

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and/or further increase in the asbestos liability.
While large acquisitions are not anticipated, the rating and/or
outlook could also be downgraded for extraordinarily large,
debt-financed acquisitions or significant integration difficulties
with any acquired entities. Specifically, the ratings could be
downgraded if free cash flow to debt declines below 5%, debt to
EBITDA rises above 4.0 times, and/or the EBIT margin declines below
13%.

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position. Specifically, the
ratings could be upgraded if free cash flow to debt increases to
greater than 9% and the EBIT margin increases to above 14% and debt
to EBITDA declines below 3.5 times.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


OXYSURE SYSTEMS: Delays Form 10-Q for First Quarter
---------------------------------------------------
OxySure Systems, Inc., filed with the U.S. Securities and Exchange

Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.  The Company said it requires additional time to
finalize certain required disclosures and documentation for its
Form 10-Q.

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

Oxysure Systems reported a net loss of $2.75 million in 2014
following a net loss of $712,000 in 2013.  As of Dec. 31, 2014, the
Company had $2.51 million in total assets, $1.43 million in total
liabilities, and $1.07 million in total stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had accumulated losses of $18.0 million as of Dec. 31, 2014
which raises substantial doubt about its ability to continue as a
going concern.


PACIFIC DRILLING: Bank Debt Trades at 11% Off
---------------------------------------------
Participations in a syndicated loan under which Pacific Drilling is
a borrower traded in the secondary market at 88.79 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.42
percentage points from the previous week, The Journal relates.
Pacific Drilling pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 15, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The loan is one
of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


PACIFIC GOLD: Delays March 31 Form 10-Q
---------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2015.

"The compilation, verification and review by management of the
information and disclosure required to be presented in the Form
10-Q for the period ended March 31, 2015, requires additional time
which renders the timely filing of the Form 10-Q impracticable
without undue hardship and expense to the Registrant," the Company
said.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

The Company reported a net loss of $696,000 on $0 of revenue for
the three months ended June 30, 2014, compared with a net loss of
$515,000 on $0 of revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.1 million
in total assets, $3.81 million in total liabilities and a
stockholders' deficit of $2.71 million.

Silberstein Ungar, PLLC, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013, citing that the Company has incurred losses from operations,
has negative working capital, and is in need of additional capital
to grow its operations so that it can become profitable.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


PANTHER CREEK: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Panther Creek Golf Club, Inc.
        4641 Hwy 1514
        Utica, KY 42376-9752

Case No.: 15-40416

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Judge: Hon. Alan C. Stout

Debtor's Counsel: Scott A. Bachert, Esq.
                  KERRICK BACHERT PSC
                  1025 State Street
                  PO Box 9547
                  Bowling Green, KY 42102
                  Tel: 270-782-8160
                  Email: sbachert@kerricklaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin Ferguson, president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb15-40416.pdf


PATRIOT COAL: S&P Lowers CCR to 'D' on Chapter 11 Filing
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Scott Depot, W.Va.-based coal producer Patriot
Coal Corp. to 'D' from 'B-'.  S&P also lowered its issue-level
rating on the company's $250 million senior secured term loan to
'D' from 'B'.

The rating action follows Patriot's announcement that it has filed
voluntary petitions for restructuring under Chapter 11 of the U.S.
Bankruptcy Code.  The company has slightly more than $790 million
of debt outstanding (including letters of credit) and is seeking
court approval for a committed $100 million debtor-in-possession
(DIP) financing.

"The coal producer is evaluating strategic alternatives and is in
active negotiations for the sale of substantially all operating
assets to a strategic partner.  S&P will reassess its recovery
ratings on Patriot following court approval of the company's
proposed DIP financing," said Standard & Poor's credit analyst
Chiza Vitta.



PLANDAI BIOTECHNOLOGY: Delays March 31 Form 10-Q Filing
-------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended March 31, 2015.     
     
"The Registrant has experienced a delay in completing the necessary
disclosures and finalizing its financial statements with its
independent public accountant in connection with its Quarterly
Report on Form 10-Q for the period ended March 31, 2015.  As a
result of this delay, the Registrant was unable to file its
Quarterly Report by the prescribed filing date of May 15, 2015
without unreasonable effort or expense," according to the
regulatory filing.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai Biotechnology reported a net loss of $15.5 million on
$266,000 of revenues for the year ended June 30, 2014, compared to
a net loss of $2.96 million on $359,000 of revenues for the year
ended June 30, 2013.

As of Dec. 31, 2014, the Company had $10.9 million in total assets,
$15.7 million in total liabilities and a $4.79 million in equity
allocated to the Company.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.

"The Company has incurred a deficit of approximately $26 million
and has used approximately $44 million of cash due to its
operating activities in the two years ended June 30, 2014.  The
Company may not have adequate readily available resources to fund
operations through June 30, 2015.  This raises substantial doubt
about the Company's ability to continue as a going concern," the
auditors noted.


POSITIVEID CORP: Incurs $3.86 Million Net Loss in First Quarter
---------------------------------------------------------------
PositiveID Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.86 million on $131,000 of revenue for the three months ended
March 31, 2015, compared with a net loss of $2.31 million on $0 of
revenue for the same period in 2014.

As of March 31, 2015, the Company had $1.41 million in total
assets, $11.8 million in total liabilities, and a $10.4 million
total stockholders' deficit.

As of March 31, 2015, cash and cash equivalents totaled $598,000
compared to cash and cash equivalents of $145,000 at Dec. 31,
2014.

As of March 31, 2015, the Company had a working capital deficiency
of approximately $9.1 million and an accumulated deficit of
approximately $136.6 million, compared to a working capital deficit
of approximately $8.1 million and an accumulated deficit of
approximately $132.8 million as of Dec. 31, 2014.  The decrease in
working capital was primarily due to operating losses for the
period, offset by cash received from capital raised through
convertible debt financings.

"We have incurred operating losses since our inception.  The
current operating losses are the result of research and development
expenditures, selling, general and administrative expenses related
to our projects and products.  We expect our operating losses to
continue through at least the next 12 months. These conditions
raise substantial doubt about our ability to continue as a going
concern," the Company said in the report.

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

                       http://is.gd/LFKVov

                        About PositiveID

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

PositiveID reported a net loss attributable to common stockholders
of $8.22 million on $945,000 of revenue for the year ended
Dec. 31, 2014, compared with a net loss attributable to common
stockholders of $13.33 million on $0 of revenue for the year ended
Dec. 31, 2013.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014.  The accounting firm noted that
the Company reported a net loss, and used cash for operating
activities of approximately $8.61 million and $2.57 million
respectively, in 2014.  At Dec. 31, 2014, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of approximately $8.076 million, $8.45 million and $133 million,
respectively.


PRONERVE HOLDINGS: US Trustee Amends Committee Members
------------------------------------------------------
Andrew R. Vara, U.S. Trustee for Region 3, filed an amended notice
of the members of the official committee of unsecured creditors for
the Chapter 11 bankruptcy case of ProNerve Holdings LLC and its
debtor-affiliates.

The new members of the Committee are:

     (1) Cardinal Peak LLC
         Attn: Mike Perkins, Co-CEO
         1380 Forest Park Circle 202
         Lafayette, CO 80026
         Phone: 303-665-3962
         Fax: 419-781-0348

     (2) Northwest Neurodiagnostics Inc.
         Attn: Shawn Anderson
         26603 SE 16th Ct.
         Sammamish, WA 98075
         Phone: 206-719-5120
         Fax: 425-557-8642

NeuroDiagnostic Solutions Inc. is no longer a member of the
Committee.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                      About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM")
services to health systems, acute care hospitals, specialty
hospitals, ambulatory surgical centers, surgeons, and physician
groups in more than 25 states.  

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for
a credit bid of $35 million.

The cases are assigned to Judge Kevin J. Carey.

The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.

The Official Committee of Unsecured Creditors seeks to retain Blank
Rome LLP as counsel to the Committee, nunc pro tunc to March 9,
2015.


REDPRAIRIE CORP: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which RedPrairie Corp is
a borrower traded in the secondary market at 97.55 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a increase of 0.33
percentage points from the previous week, The Journal relates.
RedPrairie Corp pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on December 21, 2018, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 266 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Friday.


REVEL AC: State Orders Power Kept on at Casino Property
-------------------------------------------------------
Amy S. Rosenberg, writing for The Philadelphia Inquirer, reported
that the state of Pennsylvania has issued an order that power be
kept on at the former Revel property, according to both a lawyer
for ACR Energy and new owner Glenn Straub.

According to the report, the order, issued by the Department of
Community Affairs, requires that "the level of power currently
being supplied to the Revel Casino and Resort property remain
adequate for the continued operation of all required fire
prevention and suppression systems."  The two parties, who have
been fighting over terms to continue power to the massive but empty
failed casino property, had come to a temporary agreement that
expired, the report related.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates

Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014,
to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


ROOSEVELT FASHIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Roosevelt Fashions Corp.
        136-21 Roosevelt Avenue
        Flushing, NY 11354

Case No.: 15-11270

Chapter 11 Petition Date: May 15, 2015

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

Debtor's Counsel: Nancy Lynne Kourland, Esq.
                  ROSEN & ASSOCIATES, P.C.
                  747 Third Avenue
                  New York, NY 10017
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  Email: nkourland@rosenpc.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert Nigri, president.

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


ROUNDY'S SUPERMARKETS: Moody's Says 1st Qtr Results is Credit Neg
-----------------------------------------------------------------
Moody's Investors Service said that Roundy's Supermarkets, Inc's.
(B3/stable) first quarter financial results for fiscal 2015
announced demonstrate the challenges the company continues to face
in its core markets of Wisconsin and Illinois. These results are a
credit negative. Roundy's same store sales growth continues to
trend negative and lags its peers primarily due to lower number of
customer transactions as traffic in its stores continues to
decline. First quarter 2015 same store sales from continuing
operations declined 1.6%. Adjusted for the effect of the 2015
Easter holiday calendar shift from the second quarter of 2014 into
the first quarter of 2015 same store sales declined 2.9%. The
company's same store sales growth has been negatively impacted by
increased competitive activity in its core markets as alternative
food retailers increased the number of new store openings in these
markets.

Roundy's Supermarkets, Inc., headquartered in Milwaukee, Wisconsin,
operates 149 retail grocery stores in Wisconsin and Illinois
primarily under the Pick `n Save, Copps, Mariano's, and Metro
Market banners. Revenues from continuing operations are about $3.9
billion.



RUSSIAN SOCIAL: Files for Ch 11; Owes Up to $500,000 to Creditors
-----------------------------------------------------------------
Crain's New York Business reports that Russian Social Network,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 15-42016) on April 30, 2015, estimating assets of up to
$50,000 and liabilities of $100,001 to $500,000.

According to Crain's, the creditors with the largest unsecured
claims are Cmple.com Inc., Elina Khanukov, Kats Entertainment Group
and Peysakh Nisuyev, all owed $94,099.80 each.

Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves
as the Company's bankruptcy counsel.

Russian Social Network Inc. is headquartered in Brooklyn, New York.


SABLE NATURAL: Delays First Quarter Form 10-Q Over Limited Staff
----------------------------------------------------------------
Sable Natural Resources Corporation filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its quarterly report on Form 10-Q for the
period ended March 31, 2015.

"Due to limited financial resources, limited staff availability,
and the need to focus on operational and capital raising matters,
the process of compiling and disseminating the information required
to be included in the Form 10-Q for the relevant fiscal quarter
cannot be completed without incurring undue hardship and expense,"
the Company said in the filing.

                        About Sable Natural

Sable Natural Resources Corporation is an energy holding company
with principal operations centralized in its wholly-owned
subsidiary, Sable Operating Company, Inc.  Sable was formerly known
as NYTEX Energy Holdings, Inc. and Sable Operating was formerly
known as NYTEX Petroleum Inc.  Sable Operating is a development
stage exploration and production company engaged in the
acquisition, development, and production of liquids rich natural
gas and oil reserves from low-risk, high rate-of-return wells in
the Fort Worth Basin of Texas.  On Dec. 31, 2014, the Company's
estimated proved reserves were 669.12 MBOE, of which 100% were
proved developed. Our portfolio of proved developed natural gas and
oil reserves is weighted in favor of liquids rich natural gas, with
the Company's proved reserves consisting of 15% oil, 38% natural
gas liquids and 47% natural gas.  Also, on
Dec. 31, 2014, the Company's probable reserves were 565 MBOE
consisting of 17% oil, 2% NGL, and 81% natural gas, and the
Company's possible reserves were 1,231 MBOE consisting of 19% oil,
2% NGL, and 79% natural gas.

Sable Natural reported a net loss of $4.62 million on $912,000 of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $2.67 million on $930,000 of total revenues for the
year ended Dec. 31, 2013.

At Dec. 31, 2014, the Company had $18.6 million in total assets,
$18.6 million in total liabilities, $3.72 million in preferred
stock, series A convertible, and a $3.68 million total
stockholders' deficit.

As of Dec. 31, 2014, the Company had cash and cash equivalents
totaling $206,000 on hand.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company will need additional
working capital to fund operations.  This condition raises
substantial doubt about the Company's ability to continue as a
going concern.


SAN BERNARDINO, CA: Plan Proposes Big Cuts to Bondholders
---------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
bankrupt southern California city of San Bernardino is looking to
exit court protection with a plan that pays some bondholders a
penny on the dollar but maintains pension benefits for retired city
workers.

According to the report, the city's plan, filed on May 14, lays out
how San Bernardino leaders could immediately save up to $79 million
while still making full payments into the pension fund run by
California Public Employees' Retirement System, also known as
Calpers, which distributes that money to thousands of retired city
workers.

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debts of more than
$1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANDRIDGE ENERGY: S&P Lowers CCR to 'CCC+' & Puts on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on SandRidge Energy Inc. to 'CCC+' from 'B' and its
issue-level rating on the company's senior unsecured notes to 'CCC'
from 'B-'.  At the same time, S&P placed the ratings on CreditWatch
with negative implications.  The '5' recovery rating on the senior
unsecured notes is unchanged, reflecting S&P's expectation of
modest (10%-30%; lower end of the range) recovery for lenders in
the event of a default.

The downgrade follows SandRidge's announcement that it has entered
into an agreement with holders of a portion of its senior unsecured
notes to exchange the notes for common stock.  S&P may view the
transaction as a distressed exchange if investors receive stock
valued at less than what was promised on the original securities
when the transaction closes.  S&P notes that the exchange reduces
the company's approximately $3.4 billion of debt by $50 million,
marginally improving leverage.  However, S&P believes that even if
the current exchange does not qualify as distressed under S&P's
definition, the deal indicates that, in order to reduce its
substantial debt burden, SandRidge might enter into additional
exchanges that S&P would view as distressed.  The negative
CreditWatch placement reflects the possibility that S&P would lower
ratings if the company's stock price is below the level required
for investors to receive the promised amount on the original
securities at the close of the transaction.

"The negative CreditWatch placement reflects the possibility that
we will lower the corporate credit rating to 'SD' and the senior
unsecured ratings on the notes involved in the exchange to 'D'
following the close of the transaction.  We plan to resolve our
CreditWatch placement around the close of the exchange transaction,
expected on May 19," said Standard & Poor's credit analyst Ben
Tsocanos.



SANTA FE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Santa Fe Medical Group,                   15-11247
     a Limited Liability Group
     7601 Jefferson NE, Ste. 340
     Albuquerque, nm 87109

     Atrinea Ruidoso, LLC,                     15-11248
     a New Mexico Limited Liability Company
     7601 Jefferson NE, Ste. 340
     Albuquerque, NM 87109

     Atrinea Health, LLC,                      15-11250
     a New Mexico Limited Liability Company

     Corazon Family Health, PC                 15-11252

Nature of Business: Health Care

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtors' Counsel: Steven Tal Young, Esq.
                  TAL YOUNG, P.C.
                  20 First Plaza, NW, Suite 500
                  Albuquerque, NM 87102
                  Tel: 505-247-0007
                  Fax: 505-764-6099
                  Email: talyoung@yahoo.com

                    - and -

                  LEWIS ROCA ROTHGERBER LLP

                                        Estimated   Estimated
                                          Assets    Liabilities
                                        ----------  -----------
Santa Fe Medical                        $1MM-$10MM  $1MM-$10MM
Atrinea Ruidoso                         $50k-$100K  $100K-$500K

A list of Santa Fe Medical's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb15-11247.pdf

A list of Atrinea Ruidoso's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb15-11248.pdf


SEADRILL LTD: Bank Debt Trades at 17% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 82.61 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a increase of 0.50
percentage points from the previous week, The Journal relates.
Seadrill Ltd pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 17, 2021, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



SIERRA MADRE WATER: Moody's Affirms Ba1 Rating on 1998A Rev. Bonds
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on the City of
Sierra Madre Water Enterprise, CA's 1998A Water Revenue Bonds, of
which there is currently about $2.2 million outstanding. The
enterprise has an additional $7.8 million in outstanding debt not
rated by Moody's but considered in Moody's analysis, including the
$6.8 million Series 2003 parity bonds. The bonds are secured by a
senior lien on the net revenues of the water enterprise.

The Ba1 rating reflects the enterprise's history of rate covenant
violations, continued need for investment in aging infrastructure,
and ongoing uncertainty regarding water supply. A new rate
structure implemented in 2014 generated increased revenues, despite
declined usage; produced debt service coverage in excess of rate
covenants; and reversed a history of extremely weak financial
performance. Sustained improvement in the enterprise's financial
position and affirmation of Sierra Madre's ability to purchase
sufficient water would apply positive pressure on the credit
rating.

Outlooks are usually not assigned to local government credits with
this amount of debt outstanding.

What could make the rating go UP:

- Sustained and material improvement of debt service coverage
   compliant with rate covenants

- Significant improvement in reserves

What could make the rating go DOWN:

- Violations of bond covenants

- Declines in deserve service coverage

The City of Sierra Madre has operated the water enterprise since it
purchased the Sierra Madre Water Company in 1914. The system serves
the City of Sierra Madre, located in Los Angeles County (Issuer
Aa2/Stable), just east of Pasadena. The water system serves about
11,000 residents and 4,400 accounts.

The bonds are secured by a senior lien on the net revenues of the
water enterprise.

The principal methodology used in this rating was US Municipal
Utility Revenue Debt published in December 2014.



SIMON WORLDWIDE: Posts $284,000 Net Loss in First Quarter
---------------------------------------------------------
Simon Worldwide, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $284,000 on $0 of revenue for the three months ended March 31,
2015, compared to a net loss of $1.06 million on $0 of revenue for
the same period last year.

As of March 31, 2015, the Company had $1.04 million in total
assets, $153,000 in total liabilities, all current, and $894,000 in
total stockholders' equity.

"With no revenues from operations, the Company closely monitors and
controls its expenditures within a reasonably predictable range.
Cash used by operating activities was $.3 million and $.2 million
for the three months ended March 31, 2015 and 2014, respectively.
The Company incurred losses within its operations in 2014 and
continues to incur losses in 2015 for the general and
administrative expenses incurred to manage the affairs of the
Company.  By utilizing cash available at March 31, 2015 to maintain
its scaled back operations, and a short-term funding commitment
from the Company's largest shareholder, management believes it has
sufficient capital resources and liquidity to operate the Company
through at least December 31, 2015," the Company said in the
filing.

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

                        http://is.gd/MJzXoX

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide reported a net loss of $6.99 million on $0 of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$3.63 million on $0 of revenue for the year ended Dec. 31, 2013.


SOLAR POWER: Reports $37.5 Million Net Loss in First Quarter
------------------------------------------------------------
Solar Power, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $37.5
million on $16.2 million of net sales for the three months ended
March 31, 2015, compared to a net loss of $832,000 on $3.61 million
of net sales for the same period in 2014.

As of March 31, 2015, the Company had $649 million in total assets,
$379 million in total liabilities and $270 million in total
equity.

As of March 31, 2015, the Company had $96.3 million in cash and
cash equivalents, $5.3 million of bank deposits with maturities
over three months, $27.4 million of short-term investments and
$23.1 million in accounts receivable.  As of March 31, 2015, and
Dec. 31, 2014, the Company's working capital was at $122 million
and $129 million, respectively.

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

                        http://is.gd/aL2caJ

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $5.19 million in 2014, a net
loss of $32.2 million in 2013 and a net loss of $25.4 million in
2012.


SPANISH BROADCASTING: Posts $8.61 Million Net Loss in 1st Qtr.
--------------------------------------------------------------
Spanish Broadcasting System, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $8.61 million on $32.1 million of net revenue for the
three months ended March 31, 2015, compared to a net loss of $6.08
million on $32.8 million of net revenue for the same period in
2014.

As of March 31, 2015, the Company had $457 million in total assets,
$540 million in total liabilities and a $82.8 million total
stockholders' deficit.

"During the first quarter, our AIRE Radio Network platform expanded
its revenues as we continued to benefit from our broader reach and
leading content offerings," commented Raul Alarcon, Jr., Chairman
and CEO.  "Our radio stations also continue to rank among the most
successful platforms serving the Spanish-speaking population in the
nation's largest Hispanic media markets.  On the digital side, we
remain focused on strengthening our capabilities and integrated
offerings as we look to attract new advertising partners and expand
our revenue streams.  Looking ahead, we will continue to execute
our strategy of leveraging our strong audience shares and
multi-media assets to connect advertisers with the rapidly
expanding Latino population."

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

                        http://is.gd/t9zILT

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss of $20.0 million on $146
million of net revenue for the year ended Dec. 31, 2014, compared
with a net loss of $88.6 million on $154 million of net revenue in
2013.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPECTRUM BRAND: Fitch Assigns BB- Rating on $1BB Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings assigns a 'BB-/RR4' to Spectrum Brand Inc.'s upcoming
$1 billion in senior unsecured notes.  The notes are pari passu
with other unsecured notes in the capital structure and will mature
on July 15, 2025.  The $1 billion is guaranteed by Spectrum's
direct parent, SB/RH Holdings LLC, as well as future and existing
subsidiaries.

The proceeds of the notes along with $500 million in underwritten
shares issued by Spectrum Brands Holdings will be used to fund the
$1.4 billion Armored AutoGroup Parent, Inc. (AAG) acquisition
announced on April 28, 2015.  If the merger is not completed on or
prior to June 30, 2015, Spectrum will repay 100% of the issue price
plus accrued interest.  Thus far, however, a closing appears to be
on track.  Spectrum announced the early termination of the
Hart-Scott-Rodino review on May 11, 2015 and funding appears near
at hand with closing expected before June 30, 2015.

KEY ASSUMPTIONS

   -- Free cash flow (FCF) of $300 million to $400 million in
      fiscals 2015 and 2016 will be directed towards debt
      reduction to return leverage under 4.5x within 18 to 24
      months.

   -- No material changes in integration or management's attention

      to the remaining businesses such that there are market share

      losses in existing major categories.

   -- Terms and conditions of newly issued debt is pari passu with

      existing outstanding notes.

KEY RATING DRIVERS

Diversification and Marketing Strategy Leads to Solid Results

The firm's value-based market strategy and highly diversified
product portfolio has resonated well with retail customers and
consumers.  Organic growth rates have averaged 2% over the past
five years, near the low- to mid-point of the household and
personal care sector.  Modest sales growth, accretive acquisitions,
and cost controls have led to improving margins and ample free cash
flow (FCF).  Much of the company's FCF has historically been
directed toward debt reduction.  Fitch expects that to continue
into 2015 and 2016.

Short-Term Increases in Leverage Expected

Spectrum is acquisitive which results in periodic but temporary
increases in leverage.   Over the past five years leverage has been
as low as 3.4x and as high as 6.6x but has generally hovered in the
4.5x territory.  Generally, Fitch expects the company to operate
with leverage just under 4.5x.  The company's track record on
acquisitions has been positive.  On the whole, acquisitions have
been accretive and well-integrated.

Spectrum's leverage increased to the mid-6x range in December 2012
after purchasing Stanley Black & Decker, Inc.'s Hardware & Home
Improvement Group (HHI) for $1.4 billion.  Fitch's expectation for
leverage to return below 4.5x at the fiscal year ended Sept. 30,
2014 was comfortably met.  The 4.1x result was due to better than
expected EBITDA growth and more than $200 million of FCF being
directed towards debt reduction.  Leverage increased moderately at
the end of the first quarter of 2015 to 4.7x to accommodate roughly
$430 million in debt issued during December 2014.  Proceeds were
mainly used to finance the acquisition of Tell Manufacturing, Inc.
(Tell) and Procter & Gamble's European pet food business (Pet).

Improved FCF

Spectrum's FCF improved to the $300 million range in 2014, in line
with Fitch's expectations, after being below $200 million in each
of the previous five years.  HHI, a large acquisition, added
roughly $1 billion in revenues and led to EBITDA margins that were
higher than Spectrum's.  Efficient working capital management is
also a factor in the company's overall improvement although it is
not likely to be as strong a contributor to cash flows going
forward.  Fitch expects FCF to be near the high end of the $300
million to $400 million range in FY2016, nicely bolstered by the
AAG acquisition.  It is likely to be near the low end in 2015 with
the attendant expenses related to making a sizeable acquisition as
well as integration costs.

Spectrum has been recording residual U.S. and foreign taxes on
undistributed foreign earnings since 2012 in order to accelerate
paydown of U.S. debt, as well as fund distributions to
shareholders, etc.  As a result, Fitch views much of Spectrum's
cash balance as unrestricted and available to reduce debt.

Corporate Governance

Spectrum is a controlled company.  HRG Group Inc (HRG, Fitch IDR
'B'/Outlook Positive) owns approximately 59% of Spectrum.  HRG has
pledged a portion of its Spectrum shares as collateral for its own
debt and is also dependent on its portfolio companies for cash
flow.  However, restrictive and financial covenants in Spectrum's
debt facilities, as well as HRG's focus on maintaining moderate
debt levels at its portfolio companies, should preserve good credit
protection measures.

Cyclicality/Commodity Exposure Increases Modestly

The ArmorAll Brand, which is automotive appearance-related,
represented approximately 55% of AAG's $298 million in reported
2014 revenues.  There is some modest cyclicality as these purchases
have tended to be more discretionary and correlate to new car
purchases.  Both ArmorAll and STP use jet fuel as an ingredient,
which is currently benefiting from lower oil prices, but prices can
be volatile.  Nonetheless, given that AAG will contribute less than
10% of Spectrum revenues, any spikes should be manageable within
the larger enterprise and likely to be hedged. Fitch estimates that
cyclical product lines such as hardware, small appliances and AAG
increase the cyclical portion of the company's portfolio by about
5% to approximately 50%.

RATING SENSITIVITIES

Negative: Any change in financial strategy such that leverage is
consistently and materially sustained at higher than 5x levels
could have negative rating implications.  This is likely to be
driven by material transformative acquisitions, which may make
strategic sense, but could limit financial flexibility.  Fitch
would be concerned if there are material market share or secular
declines in categories generating a meaningful portion of FCF, such
as a combination of Home and Garden and HHI.

Positive: Spectrum's business momentum and credit protection
measures were generally improving before the recent spate of
acquisitions.  However, the potential for an upgrade is likely low
in the near term until the company closes, integrates and
sustainably operates with leverage under 4x.  The company has good
cash flow generation and could comfortably operate with lower
leverage if the pace and size of discretionary acquisitions
falters.  However, recent history has shown this likelihood to be
low given the company's acquisitive posture.

Fitch currently rates Spectrum as:

Spectrum Brands, Inc.

   -- Long-term IDR at 'BB-';

   -- $400 million senior secured asset backed revolver (ABL) due
      May 24, 2017 at 'BB+/RR1';

   -- $510 million senior secured term loan C due Sept. 4, 2019 at

      'BB+/RR1';

   -- $648 million senior secured term loan A due Sept. 4, 2017 at

      'BB+/RR1';

   -- Euro 150 million ($181 million) senior secured term loan due

      Dec. 19, 2020 at 'BB+/RR1';

   -- $520 million 6.375% senior unsecured notes due Nov. 15, 2020

      at 'BB-/RR4';

   -- $570 million 6.625% senior unsecured notes due Nov. 15, 2022

      at 'BB-/RR4';

   -- $300 million 6.75% senior unsecured notes due March 15, 2020

      at 'BB-/RR4;

   -- $250 million 6.125% senior unsecured notes due Dec 15, 2024
      at 'BB-/RR4'.

Spectrum Brands Canada, Inc.

   -- Long-term IDR at 'BB-';

   -- $34 million senior secured term loan B due Dec. 17, 2019 at
     'BB+/RR1'.

Spectrum Brands Europe GmbH:

   -- Long-Term IDR at 'BB-';

   -- Euro 225 million (USD$283 million) senior secured term loan
      due Sept. 4, 2019 at 'BB+/RR1'.

The Rating Outlook is Stable.



SPECTRUM BRANDS: Moody's Confirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
and B1-PD probability of default rating of Spectrum Brands, Inc.
This action concludes the review for downgrade initiated on April
29, 2015 when Spectrum Brands announced it would acquire Armored
AutoGroup Parent Inc. ("Armored Auto") from Avista Capital Partners
for approximately $1.4 billion. Armored AutoGroup Parent owns
Armored AutoGroup and IDQ Holdings. At the same time, Moody's
assigned a B2 rating to the $1 billion of senior unsecured notes
and upgraded the ratings of the existing senior unsecured notes to
B2 from B3. The rating on the senior secured credit facility was
upgraded to Ba2 from Ba3. The outlook is stable.

"The rating confirmation reflects our view that the Armored Auto
acquisition will improve Spectrum's credit profile by further
diversifying its product portfolio and enhancing its profit
margins," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.

Spectrum will fund the acquisition of Armored Auto with the
proceeds from the $1 billion of new notes together with proceeds
from a future equity offering. The upgrade of the ratings on the
existing unsecured notes and the secured credit facility reflect
the additional loss absorption provided from the new notes.

Ratings confirmed:

  -- Corporate Family Rating at B1;

  -- Probability of Default Rating at B1-PD;

Rating unchanged:

  -- Speculative grade liquidity rating at SGL 2;

Rating assigned:

  -- Senior unsecured notes due 2023 at B2 (LGD 5);

Ratings upgraded

  -- $850 million senior secured term loan due 2017 to Ba2
     (LGD 2) from Ba3;

  -- $82 million senior secured term loan due 2019 to Ba2 (LGD 2)
     from Ba3;

  -- EUR225 million ($252 million) senior secured term loan due
     2019 to Ba2 (LGD 2) from Ba3;

  -- $515 million senior secured term loan due 2019 to Ba2
     (LGD 2) from Ba3;

  -- EUR150 million ($168 million) Euro Term Loan Facility due
     2021 to Ba2 (LGD 5) from Ba3;

  -- $300 million unsecured notes due 2020 to B2 (LGD 5) from B3;

  -- $520 million unsecured notes due 2020 (B2 (LGD 5) from B3;

  -- $570 million unsecured notes due 2022 B2 (LGD 5) from B3;

  -- $250 million unsecured notes due 2024 B2 (LGD 5) from B3

The B1 Corporate Family Rating reflects Spectrum's significant size
with pro forma revenue around $5.2 billion, but also its high
leverage and the aggressive financial policies of its largest
shareholder. Pro forma Debt/EBITDA is currently near 5.5 times, but
Moody's expects it to approach 4.5 times in the next 12 to 18
months. Ratings benefit from Spectrum's good product
diversification with products ranging from personal care items, to
pet supplies and household insect control, small appliances,
residential locksets and automotive care. The rating is constrained
by its competition with bigger and better capitalized companies
along with the shareholder oriented propensity of its largest
shareholder, Harbinger Group. The rating also reflects the general
stability in operating performance and Moody's expectation that
credit metrics will continue improving in the near to mid-term,
despite modest top line organic growth, soft spending for low
income consumers and continued macro-economic uncertainty.
Spectrum's good liquidity profile as well as its broad
international penetration are important rating factors, although
there is concentration in Europe, where there is low growth.

The stable outlook reflects Moody's view that Spectrum will
maintain a strong liquidity profile and sustain financial leverage,
measured as debt/EBITDA, between 4.5 and 5 times. Spectrum's
acquisitive nature and shareholder return focus is expected to
continue.

The biggest risks that could result in a downgrade are aggressive
capital structure moves by Harbinger Group or a severe disruption
in discretionary consumer spending. Key credit metrics driving a
downgrade are debt/EBITDA sustained over 5.5 times and single digit
EBIT margins (approaching 12% pro forma).

The rating is unlikely to be upgraded until leverage significantly
declines. Key credit metrics necessary for an upgrade would be
debt/EBITDA sustained below 4 times and EBIT margins maintained in
the mid teens.

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

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. is a
global consumer product company with a diverse product portfolio
including small appliances, consumer batteries, lawn and garden,
electric shaving and grooming, pet supplies and household insect
control, residential locksets and automotive care. Revenues for the
twelve months ended March 31, 2015 approximated $4.4 billion ($5.2
billion pro forma for the acquisitions of Tell Manufacturing and
P&G's European Pet Care done in October 2014 and the proposed
acquisition of Armored AutoGroup). Harbinger Group, Inc. (B2
stable) owns almost 60% of Spectrum Brands.

Armored AutoGroup Inc. is a global producer of auto-care products
primarily under the ArmorAll appearance and STP performance
additives brands. Armored has been controlled by Avista Capital
Partners since a carve-out from the Clorox Company in November
2010. Revenues for the year ended December 31, 2014 were
approximately $300 million.

IDQ Holdings Inc. ("IDQ"), headquartered in Garland, TX, provides
packaged refrigerant products including cans, all in one kits,
chemicals, lubricants, leak sealants, tools, and accessories for
the servicing of automotive air conditioning systems primarily for
the Do-It-Yourself (DIY) automotive aftermarket in North America.
IDQ was acquired by Armored AutoGroup, Inc's ("Armored"), along
with its parent, Armored AutoGroup Parent, Inc. in March 2014.
Revenues for the twelve months ended December 31, 2014 were
approximately $140 million.


SPECTRUM BRANDS: S&P Affirms B+ CCR & Rates $1BB Unsec. Notes B
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Middleton, Wis.-based Spectrum Brands Inc., including its 'B+'
corporate credit rating.  The outlook is stable.

S&P also assigned its 'B' issue-level rating to the company's
proposed $1 billion senior unsecured notes maturing in 2025, and
affirmed its 'B' issue-level rating on the company's existing
senior unsecured notes.  The recovery rating on the senior
unsecured debt is '5', indicating that lenders could expect modest
(10% to 30%, at the high end of the range) recovery in the event of
a payment default.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's senior secured bank debt, which has a recovery rating on
'1', indicating that lenders could expect very high (90% to 100%)
recovery in the event of a payment default.

S&P's ratings assume the transaction closes on substantially the
terms presented to S&P.  Pro forma for the proposed notes issuance,
debt outstanding is about $4.4 billion.

"The ratings affirmation reflects our forecast that SPB's credit
metrics will strengthen over the next two years as it applies the
majority of DCF to debt repayment and increases EBITDA, which
should result in leverage and FFO-to-debt improving to just below
5x and above 13%, respectively, compared with about 4.8x and 12.7%
prior to the transaction," said credit analyst Gerald Phelan.  "In
addition, we believe integration risk is low, given the company's
track record over the last five years of successfully acquiring and
growing businesses, and our belief that AAG will at least initially
operate independently."

"Our outlook is stable.  We do not project credit ratio improvement
over the next year as currency headwinds and moderate restructuring
charges result in 3%-4% forecasted pro forma EBITDA deterioration.
However, we assume the company will follow through with its plan to
reduce leverage over the next few years, and expect the majority of
discretionary cash flow will be used for debt repayment, which, in
conjunction with modest EBITDA growth in 2016, results in leverage
and FFO to debt improving to just below 5x and above 13%,
respectively, within about two years of close. Our forecast assumes
SPB will successfully integrate the AAG acquisition," S&P said.

Upside scenario

Although unlikely over the next year, S&P could raise the ratings
if the company successfully integrates the proposed AAG acquisition
and the recent pet acquisitions while adopting more conservative
financial policies, such that S&P believes leverage and FFO to debt
will be sustained closer to 4.5x and 20%, respectively.  For this
to occur, pro forma EBITDA would need to grow by about 20% or the
company would need to reduce pro forma adjusted debt by about $700
million.  Given its current portfolio of products and the strong
U.S. dollar relative to other currencies, it is unlikely SPB would
be able to grow EBITDA by 20% over the next year.  Moreover, it is
not likely the company will reduce debt by $700 million given HRG's
majority ownership stake, which S&P believes will influence SPB's
appetite for debt-financed acquisitions.

Downside scenario

S&P could lower its ratings if EBITDA declines and expected debt
reduction does not materialize, resulting in credit metrics
deteriorating, including leverage around 6x.  This could occur if
pro forma EBITDA falls by a low-teen percentage rate or pro forma
adjusted debt increases by $600 million.  Profits could fall if SPB
encounters problems integrating acquisitions, currency or input
costs swing meaningfully, or if the competitive environment
intensifies significantly.  Additional debt-financed acquisition
activity is also a risk factor.  S&P believes these scenarios are
unlikely given SPB's history of reducing leverage after large
acquisitions and generally good operating performance.



SPENDSMART NETWORKS: Incurs $949,000 Net Loss in First Quarter
--------------------------------------------------------------
Spendsmart Networks, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $950,000 on $2.14 million of total revenue for the three months
ended March 31, 2015, compared with a net loss of $3.30 million on
$667,000 of total revenue for the same period in 2014.

As of March 31, 2015, the Company had $10.1 million in total
assets, $2.91 million in total liabilities, and $7.18 million in
total stockholders' equity.

The Company has continued to incur net losses through March 31,
2015, and has yet to establish profitable operations.  These
factors among others create a substantial doubt about the Company's
ability to continue as a going concern, according to the filing.

The Company said it currently plans to attempt to raise additional
required capital through the sale of unregistered shares of its
preferred or common stock or issuance of convertible debt with
warrants.  All additional amounts raised will be used for future
investing and operating cash flow needs.  However, the Company
said, there can be no assurance that the Company will be successful
in consummating that financing.

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

                        http://is.gd/ukPt3D

                      About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern,
according to the regulatory filing.


STOCKBRIDGE/SBE HOLDINGS: Moody's Withdraws Caa2 Corp Family Rating
-------------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 Corporate Family
Rating and Caa2-PD for Stockbridge for business reasons. Moody's
added that the rating was withdrawn because this issuer has no
rated debt outstanding following the repayment in full of its
senior secured term loan on May 1, 2015.

Moody's has withdrawn the rating for its own business reasons.

Ratings withdrawn are:

  -- Corporate Family Rating (CFR) rated Caa2

  -- Probability of Default Rating (PDR) rated Caa2-PD

Stockbridge/SBE Holdings LLC is a joint venture between Stockbridge
Real Estate Funds (90% ownership interest) and sbe Las Vegas
Holdings I, LLC (10% ownership interest). SBE redeveloped the
Sahara Hotel and Casino in Las Vegas into the SLS Las Vegas that
opened in August 2014. The SLS Las Vegas is located on the north
end of the Las Vegas Strip.


TARGETED MEDICAL: Reports $1.67 Million Net Loss in First Quarter
-----------------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.67 million on $1.06 million of total revenue for the
three months ended March 31, 2015, compared to a net loss of
$974,000 on $1.80 million of total revenue for the same period in
2014.

As of March 31, 2015, the Company had $2.80 million in total
assets, $14.4 million in total liabilities and a $11.6 million
total stockholders' deficit.

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

                        http://is.gd/WqXIkC

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical reported a net loss of $3.89 million on $7.11
million of total revenue for the year ended Dec. 31, 2014, compared
to a net loss of $9.33 million on $9.55 million of total revenue in
2013.

Marcum LLP, in Irvine, CA, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2014, citing that the Company has incurred significant net
losses since its inception.  The Company had an accumulated deficit
of $26.9 million and negative working capital of $11.8 million as
of Dec. 31, 2014.  In addition, the Company has incurred net losses
since inception and incurred a net loss of $3.90 million for the
year ended Dec. 31, 2014.  The foregoing matters raise substantial
doubt about the Company's ability to continue as a going concern.


TERVITA CORP: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Tervita Corp is a
borrower traded in the secondary market at 96.20 cents-on-the-
dollar during the week ended Friday, May 15, 2015, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a increase of 0.83
percentage points from the previous week, The Journal relates.
Tervita Corp pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on January 24, 2018, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The loan is one
of the biggest gainers and losers among 266 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.



TIME SERVICE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Time Service Station, Inc.
        12 Dorn Place
        Centereach, NY 11720

Case No.: 15-72132

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Louis A. Scarcella

Debtor's Counsel: Raymond W Verdi, Jr., Esq.
                  116 East Main Street, Suite C
                  Patchogue, NY 11772
                  Tel: (631)-289-2670
                  Fax: 631-758-2304
                  Email: rwvlaw@yahoo.com

Total Assets: $267,000

Total Liabilities: $1.1 million

The petition was signed by Ziya Zeki Ercan, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb15-72132.pdf


TRANS-LUX CORP: Posts $681,000 Net Loss in First Quarter
--------------------------------------------------------
Trans-Lux Corporation filed with the Securities and Exchange
Commission its quarterly report Form 10-Q disclosing a net loss of
$681,000 on $4.35 million of total revenues for the three months
ended March 31, 2015, compared to a net loss of $162,000 on $6.46
million of total revenues for the same period last year.

As of March 31, 2015, the Company had $14.8 million in total
assets, $17.6 million in total liabilities and a $2.76 million in
total stockholders' deficit.

Cash and cash equivalents decreased $477,000 in the three months
ended March 31, 2015.  The decrease is primarily attributable to
cash used in operating activities of $403,000, investment in
equipment manufactured for rental of $61,000, scheduled payments of
long-term debt of $10,000 and investment in property and equipment
of $3,000.  The current economic environment has increased the
Company's trade receivables collection cycle, and its allowances
for uncollectible accounts receivable, but collections continue to
be favorable.

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

                        http://is.gd/MqAnAY

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.86 million on $20.9 million of total
revenues for the year ended Dec. 31, 2013.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern.  Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9 1/2%
Subordinated debentures which were due in 2012 and its 8 1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.


TRANSDIGM INC: Moody's Assigns Ba3 Rating on New $1.5BB Term Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings, including the B2
Corporate Family Rating and the B2-PD Probability of Default
rating, of TransDigm, Inc. Concurrently, Moody's assigned a Ba3
rating to the new $1,540 million senior secured term loan E due
2022. Moody's also affirmed the Ba3 rating on the $2,053 million
senior secured term loan C due 2020 (downsized from $2,553 million)
and on the $821 million senior secured term loan D due 2021. The
rating outlook remains stable.

Issuer: TransDigm, Inc.

The following ratings were assigned:

  -- $1,540 million senior secured term loan E due 2022, assigned
     Ba3 (LGD2)

The following ratings were affirmed:

  -- Corporate Family Rating, affirmed at B2

  -- Probability of Default Rating, affirmed at B2-PD

  -- $510 million senior secured revolver due 2018 (upsized from
     $500 million), affirmed Ba3 (LGD2)

  -- $2,053 million (downsized from $2,553 million) senior
     secured term loan C due 2020, affirmed Ba3 (LGD2)

  -- $825 million ($821 million outstanding) senior secured term
     loan D due 2021, affirmed Ba3 (LGD2)

  -- $550 million senior subordinated notes due 2020, affirmed
     Caa1 (LGD5)

  -- $500 million senior subordinated notes due 2021, affirmed
     Caa1 (LGD5)

  -- $1,150 million senior subordinated notes due 2022, affirmed
     Caa1 (LGD5)

  -- $1,200 million senior subordinated notes due 2024, affirmed
     Caa1 (LGD5)

  -- $450 million senior subordinated notes due 2025, affirmed
     Caa1 (LGD5)

  -- Speculative grade liquidity rating at SGL-1

  -- Rating outlook, Stable

The following rating will be withdrawn upon closing of the
transaction:

  -- $500 ($490 million outstanding) million senior secured term
     loan B due 2017, Ba3 (LGD2)

The B2 corporate family rating reflects TransDigm's high tolerance
for financial risk, elevated leverage levels, and a track-record of
aggressive debt-financed acquisitions and shareholder
distributions. These considerations are partially tempered by
TransDigm's focus on the highly profitable aerospace aftermarkets,
the sole-source nature of many of its products, and its strong
liquidity profile. This liquidity position coupled with TransDigm's
high margins, afford the company some of the financial flexibility
necessary to manage its large debt burden. Moody's view TransDigm's
sizable and growing installed base of products across multiple
platforms and carriers, along with its focus on the profitable
aftermarket business, as adding stability to the company's revenue
stream. TransDigm derives about 55% of its sales and in excess of
75% of its EBITDA from the aftermarket segment which serves to
partially mitigate the risks associated with the cyclical nature of
the industry. The entirely debt-financed acquisition of Pexco is
aggressive and is expected to result in pro forma Moody's adjusted
Debt-to-EBITDA of about 7.1x (or 8.0x excluding debt refinancing,
acquisition, or non-cash compensation costs). These leverage levels
place TransDigm firmly at the weaker end of the rating category and
will constrain financial flexibility over the next 12 months.

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


TREETOPS ACQUISITION: To Sue Fraternity Revelers for $430K Damage
-----------------------------------------------------------------
Beth Dalbey, writing for Patch.com, reports that Treetops Resort
will sue individual University of Michigan fraternity and sorority
members managers for causing more than $430,000 damage in a wild
weekend party.

Treetops Resort said in in a statement that it believes the
students intentionally trashed the resort after being confronted by
the management over some billing issues and rowdiness during the
first night of the Greek organizations' stay.

Patch.com recalls that over 120 members of the fraternity and
sorority stayed at the Gaylord resort from Jan. 17 to Jan. 18,
leaving behind destroyed ceiling tiles and exit signs, broken
furniture and doors, and urine-stained carpeting.  Reports say that
50 rooms were rented, and 45 of them were damaged.

The Detroit News relates that actual damages during the ruckus were
$230,000, but the resort also sustained $200,000 in management time
and reputation damage.

Treetops Resort said in a statement, "Contributing to the decision
to pursue its own legal action is the fact that to date, only three
students are being charged and Treetops is not aware of the
University of Michigan or the Greek organizations taking any other
action against any individuals."  Patch.com says that chapter
president Joshua Kaplan and fraternity members Zachary Levin and
Matthew Vlasic have been charged.

John Minock, Esq., the attorney for two Sigma Alpha Mu members
facing criminal charges, claims that the civil lawsuit is a grab in
court for "extra money for renovation," estimated at $12 million in
the bankruptcy filing, Free Press reports.  

Treetops Resort's insurer has already paid $200,000, and the
fraternity has paid $25,000, Patch.com adds, citing Mr. Minock.

"The insurance company has already paid nearly $200,000 to the
resort.  And now they want an additional $230,000 for damage to
reputation?" Patch.com quoted Mr. Minock as saying.

                    About Treetops Acquisition

Headquartered in Gaylord, Michigan, Treetops Acquisition Company,
LLC -- dba Treetops Land Company, LLC; Treetops Enterprises, LLC;
Treetops; Treetops South Village Property Management; Association,
INc.; Treetops Sylvan Resort; Treetops Jones Estates Property
Owners Association, Inc.; Treetops Resort; Treetops Holding
Company; Treetops Realty, Inc.; Treetops Land Development Company,
LLC; Treetops Tradition Condominium Association, Inc.; Treetops
North Estates Condominium Association, Inc.; and Sylvan Resort --
owns Treetops Resort and Spa, a northern Michigan golf and ski
destination, and features prominent auto industry investors.

Treetops Acquisition filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 14-22602) on Nov. 25, 2014,
estimating its assets at $1 million to $10 million and its
liabilities at $10 million to $50 million.  The petition was
signed by Richard B. Owens, general manager.

Jason W. Bank, Esq., at Kerr, Russell And Weber, PLC, serves as
the Debtor's bankruptcy counsel.


TRIPLE AAA TILE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Triple AAA Tile, Coping & Plastering Corporation
        10340 Bickham Road
        Dallas, TX 75220

Case No.: 15-32079

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Areya Holder, Esq.
                  HOLDER LAW
                  800 W. Airport Freeway, Suite 800
                  Irving, TX 75062
                  Tel: 972-438-8800
                  Fax: 972-438-8825
                  Email: areya@holderlawpc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alejandro Rodriguez, president.

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


TRISTAR WELLNESS: Needs More Time to File Q1 Form 10-Q
------------------------------------------------------
TriStar Wellness Solutions, Inc., filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its quarterly report on Form 10-Q for the
quarter ended March 31, 2015.

The Company said data and other information regarding certain
material operations of the Company, as well as its financial
statements required for the filing, are not currently available and
could not be made available without unreasonable effort and
expense.

The Company anticipates its financial results for the three months
ended March 31, 2015, will differ significantly from the prior year
due to its transition from in-house manufacturing of its HemCon
products to utilizing outsourced, third-party manufacturers.  This
transition began in December 2014.  The Company believes this move
will result in a significantly increased gross margin ratio for the
products the Company sold during the quarter ended March 31, 2015,
compared to those sold during the quarter ended March 31, 2014.
The exact impact of these changes will not be known until the
Company's financial statements for the quarter ended March 31,
2015, are completed.

                       About TriStar Wellness

TriStar Wellness Solutions, Inc., offers products and technologies
in the areas of wound care, women's health and therapeutic skin
care.  The Company is based in Westport, Connecticut.

TriStar Wellness reported a net loss of $8.87 million on $5.54
million of sales revenue for the year ended Dec. 31, 2014, compared
to a net loss of $12.6 million on $3.77 million of sales revenue
for the year ended Dec. 31, 2014.

As of Dec. 31, 2014, the Company had $3.06 million in total assets,
$14.1 million in total liabilities, and a $11.1 million total
stockholders' deficit.

M&K CPAS, PLLC, in Houston, TX, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has suffered
reoccurring losses from operations, and has an accumulated deficit
and working capital deficit as of Dec. 31, 2014.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


TWCC HOLDING: Moody's Rates Amended 1st Lien Secured Debt 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD3, 34%) rating to TWCC
Holding Corp.'s ("TWCC": d/b/a The Weather Company; B2 CFR)
partially amended and extended first lien senior secured bank
credit facility. The amendments will extend the maturity dates of
the revolving credit facility and $1 billion of the first lien term
loan by three years. The transaction will be accompanied by a $50
million repayment of the non-extended first lien term loan and $50
million repayment of the $625 million second lien term loan which
is rated Caa1. Terms of the company's new credit facility remain
largely unchanged except for the extension and an increase in the
interest rates to Libor + 4%/4.5%. The rating outlook for TWCC is
stable.

The transactions will positively impact leverage due to debt
repayment of $100 million and pro forma leverage at 3/31/2015 will
decline by four tenths of a turn from 7.5x to 7.1x. The amendment
and extension will also strengthen TWCC's debt maturity profile by
pushing out the maturity date on $1 billion of first lien term loan
from 2017 to 2020 and the revolver maturity date from 2016 to 2019.
The increased pricing will weigh on the company's free cash flows
but Moody's expect TWCC to generate sufficient cash flows to cover
incremental costs associated with the amendments.

Assignments:

Issuer: TWCC Holding Corp.

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned B1, LGD3

TWCC's B2 CFR reflects its high debt-to-EBITDA of 7.5x (as of
03/31/2015 and incorporating Moody's standard adjustments), which
Moody's expect will decline to the low 7.0x range in the near term
as a result of debt repayment associated with the refinancing
transactions. Good revenue visibility, positive free cash flow
generation and high profit margins, support TWCC's highly leveraged
capital structure but the rating remains constrained by the partial
private equity ownership and high event risk stemming from past
propensity for debt funded dividends and secular pressures facing
its TV network. Though TWCC is partially owned by NBCU, it has not
exercised any influence to maintain a stronger balance sheet at
TWCC, and Moody's do not believe that it is likely to in the
future. TWCC's B2 rating therefore does not reflect any material
benefit from the NBCU ownership other than continued Comcast
carriage. The rating also reflects the company's small scale,
significant revenue concentration in providing weather related
services, and cyclical volatility associated with the company's
advertising revenue.

The company's strong operating margins, predictable cash flows
generated from the distribution of The Weather Channel Network to
over 90 million homes, and its leading brand position as the most
recognizable source for weather on the Internet (weather.com)
partially mitigate these concerns. Further, acquisitions of Weather
Central (August 2012) and Weather Underground (July 2012) have
expanded its professional offering and expanded the company's
digital footprint, which account for an increasing proportion of
the company's revenues. Looking ahead, Moody's expect the company's
revenues to benefit from growth in its digital business, driven by
strength in mobile and continued investments in new digital product
development to enhance the B2B segment. Moody's recognizes steps
taken by the company's management team to offset pressure in TWCC's
mature cable network business with new revenue growth opportunities
and investments in innovative products. However, the company's
rating remains constrained by sustained high debt leverage,
challenges at its television business due to broader trends and
operating risks for smaller networks that have no sports or
entertainment programming with high audience ratings and which
could gradually lose their renegotiation power or be dropped
altogether from cable companies' bundled packages.

The stable outlook is based on Moody's current expectation that
debt-to-EBITDA leverage will decline to the low 7.0x range and the
company will generate more than $60 million of annual free cash
flow. The stable outlook is also supported by TWCC's good liquidity
position, including significant cushion under its financial
covenant. However, Moody's believe that pressure on the TV network
will continue as further blackouts among distributors are likely
and Moody's anticipate that affiliate fees will decline. Moody's
believes that healthy new data and technology initiatives and
resulting growth will help to mitigate the TV pressure, as well as
a projected decline in capex spending to normalized historical
levels following a period of higher investment spending.

What Could Change the Rating -- DOWN:

The ratings could be downgraded if overall top line growth were to
decline materially because of an unanticipated secular revenue
downturn or increased competition or additional material carriage
disputes which result in material carriage losses. Ratings could
also be downgraded if the company pursued expansions into other
content verticals or businesses, or made debt-financed acquisitions
and shareholder payments, which negatively impacted margins and
cash flow generation, or resulted in debt-to-EBITDA sustained over
7.5x.

What Could Change the Rating -- UP:

Ratings could be upgraded if the company reduces debt with cash
flow or asset sales proceeds such that debt-to-EBITDA declines to
and is sustained below 6.0x. A material increase in ownership by
NBCU could have positive implications.

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


UNI-PIXEL INC: Issues 450,459 Common Shares to Hudson Bay
---------------------------------------------------------
Hudson Bay Master Fund Ltd. exercised its right to accelerate the
payment of $1.30 million of principal and $42,200 in interest
pursuant to the terms of that certain Senior Secured Convertible
Note issued by Uni-Pixel, Inc. to Hudson Bay on April 16, 2015.  On
May 15, 2015, the Company issued 450,459 shares of its common
stock, $0.001 par value, to Hudson Bay in payment of the
accelerated principal and interest, according to a document filed
with the Securities and Exchange Commission.

The Company relied on Section 4(a)(2) of the Securities Act of 1933
to issue the common stock, inasmuch as Hudson Bay is an accredited
investor and there was no form of general solicitation or general
advertising in the offer and sale of the securities.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.

As of March 31, 2015, Uni-Pixel had $30.4 million in total assets,
$7.69 million in total liabilities and $22.7 million in total
shareholders' equity.


UNITED BANCSHARES: Needs More Time to File Q1 Form 10-Q
-------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended March 31, 2015.  The Company was unable to file the subject
Form 10-Q in a timely manner because it is still in the process of
completing its financial statements.

                      About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $669,000 on $2.89 million
of total interest income for the year ended Dec. 31, 2013, as
compared with a net loss of $1.01 million on $3.08 million of
total interest income in 2012.

McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern.


VANTAGE DRILLING: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook to
negative from stable on Houston-based Vantage Drilling Co. and
affirmed its 'B-' corporate credit rating on the company.

S&P also affirmed its 'B-' issue-level ratings on the company's
senior secured debt.  The recovery rating on the debt remains '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery in
the event of a payment default.

The ratings on Vantage reflect S&P's assessment of the company's
"weak" business profile, its "highly leveraged" financial risk
profile, and its "adequate" liquidity.  S&P's business profile
assessment incorporates the company's limited operating diversity.
Vantage has a small fleet compared with rated peers, consisting of
three premium ultra-deepwater drillships and four premium jack-ups.
Vantage also has one ultra-deepwater drillship (the Cobalt
Explorer) that is under construction.  However, the company has
delayed delivery and final payment of the Cobalt Explorer until the
first half of 2016.  S&P expects approximately 70% of future cash
flows to come from the company's drillships.

"This presents the risk that if Vantage encounters unexpected
downtime on any of its deepwater vessels, its profitability,
liquidity, and credit measures could weaken significantly," said
Standard & Poor's credit analyst Stephen Scovotti.

The negative outlook reflects S&P's expectation that the company
will re-contract its rigs coming off contracts at lower day rates.
As a result, S&P expects credit measures to deteriorate in 2016,
compared with expected 2015 results.

S&P could lower the rating if liquidity deteriorated or if it views
debt leverage as unsustainable.  S&P believes this could occur if
offshore drilling conditions weaken beyond its expectations, which
would result in sustained FFO/debt well below 12%.

S&P could revise the outlook to stable if Vantage is able to
maintain FFO to debt above 12% on a sustained basis, while
maintaining our view of "adequate" liquidity.



VERITEQ CORP: Delays First Quarter Form 10-Q
--------------------------------------------
VeriTeQ Corporation was unable to file its quarterly report on Form
10-Q for the period ended March 31, 2015, within the prescribed
time as the Company requires additional time to determine the
proper values for certain of the company's financial instruments as
of March 31, 2015.  

"These financial instruments and their underlying transactions are
highly complex, require extensive review and analysis and in some
cases require the engagement of outside expertise at considerable
time and expense to the Company," the Company said in a regulatory
filing with the Securities and Exchange Commission.

The Company intends use its best efforts to file its Form 10-Q on
or prior to May 20, 2015.

                           About VeriTeQ

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

Veriteq reported a net loss of $3.91 million on $151,000 of sales
for the year ended Dec. 31, 2014, compared to a net loss of $18.2
million on $18,000 of sales for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, Veriteq had $1.74 million in total assets,
$8.63 million in total liabilities, $1.84 million in series D
preferred stock, and a $8.73 million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company has incurred
recurring net losses, and at Dec. 31, 2014, had negative working
capital and a stockholders' deficit.  These events and conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


VERTICAL COMPUTER: Incurs $826,000 Net Loss in First Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common stockholders of $827,000 on $1.05
million of total revenue for the three months ended March 31, 2015,
compared with a net loss applicable to common stockholders of
$550,000 on $2.1 million of total revenues for the same period in
2014.

As of March 31, 2015, the Company had $1.10 million in total
assets, $18.0 million in total liabilities, $9.90 million in total
convertible cumulative preferred stock, and a $26.8 million total
stockholders' deficit.

At March 31, 2015, the Company had non-restricted cash-on-hand of
$119,000 compared with $118,000 at Dec. 31, 2014.

As of March 31, 2015, the Company had negative working capital of
approximately $17.7 million and defaulted on substantially all of
our debt obligations.  These conditions, the Company said, raise
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/oUTUMd

                     About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss applicable to common
stockholders of $2.07 million on $7.43 million of total revenues
for the year ended Dec. 31, 2014, compared to a net loss applicable
to common stockholders of $3.08 million on $6.05 million of total
revenues for the year ended Dec. 31, 2013.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.


VIGGLE INC: Obtains $325,000 Demand Loan From Chairman
------------------------------------------------------
Robert F.X. Sillerman, the executive chairman and chief executive
officer of Viggle Inc. made an unsecured demand loan to the Company
totaling $325,000 on May 14, 2015, bearing interest at the rate of
12% per annum, according to a Form 8-K filed with the Securities
and Exchange Commission.  The total principal amount of all those
demand loans to Mr. Sillerman is now $6,575,000.

The Company intends to use the proceeds from the New Loan to fund
working capital requirements and for general corporate purposes.
Because Mr. Sillerman is a director, executive officer and greater
than 10% stockholder of the Company, a majority of the Company's
independent directors approved the transaction.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

As of March 31, 2015, the Company had $70.9 million in total
assets, $54.6 million in total liabilities, $11.4 million in series
C convertible redeemable preferred stock, and $4.87 million in
total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


VIN-TELLIGENCE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Crain's New York Business reports that Vin-telligence dba Winewave
filed for Chapter 7 bankruptcy protection on April 30, 2015,
estimating its assets at between $100,001 and $500,000 and its
liabilities at between $1,000,001 and $10 million.  The report says
that the creditors with the largest unsecured claims include:

      -- Casabella, owed $610,768.58;
      -- Delibori, owed $584,002.62; and
      -- Jack Cacciato, owed $481,800.

Vin-telligence dba Winewave is headquartered in Long Island, New
York.


VIPER SERVICES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Viper Services, LLC
        a Domestic Limited Liability Company
        PO Box 476
        Carlsbad, NM 88221

Case No.: 15-11259

Nature of Business: Accommodations Oilfield

Chapter 11 Petition Date: May 14, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.com

Total Assets: $2 million to $10 million

Total Liabilities: $1.9 million

The petition was signed by Aaron S. Norman, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb15-11259.pdf


VIPER VENTURES: Wants Wells Fargo Litigation Enjoined
-----------------------------------------------------
Viper Ventures, LLC, asked the United States Bankruptcy Court for
the Middle District of Florida, Tampa Division, to enforce the
automatic stay, or, in the alternative, issue an order enjoining
the litigation initiated by lender Wells Fargo Bank, N.A., in the
district court.

On June 4, 2004, the Debtor purchased 31 acres of waterfront land
on Rattlesnake Point, in Tampa, Florida.  The purchase was funded
by two loans from Wachovia Bank, N.A., predecessor-in-interest to
Wells Fargo, and by investments from 16 different individuals or
entities who hold equity positions ranging from as much as 20% to
as little as 0.6%.

On February 2014, the Lender declared a default and accelerated the
debt.  On February 13, 2014, the Lender filed a complaint in the
United States District Court for the Middle District of Florida,
Tampa Division, against some of the Guarantors of the debt,
alleging a default under the guaranty agreements.  The Lender did
not file a foreclosure action against the Debtor and chose to
ignore its collateral.

The Debtor's counsel, Edward J. Petersen, III, Esq., at Stichter
Riedel Blain & Prosser, P.A., in Tampa, Florida, argues that
injunction is warranted as the claims against the Guarantors and
the Debtor are inextricably interwoven and therefore the automatic
stay applies.

Mr. Petersen further asserts that "because the Wells Fargo
Litigation requires the District Court to make findings of ultimate
fact as to the Debtor in connection with the claims asserted
therein, including a determination that the Debtor breached the
loan documents and the amount of any claims against the Debtor, the
Wells Fargo Litigation constitutes an act to assess a claim against
the Debtor in violation of Section 362(a)(6) of the Bankruptcy
Code."

Wells Fargo responded to the motion to enforce, arguing that: (1)
the automatic stay did not extend to non-debtors like; (2)the
Debtor's indemnification argument fails to support an injunction;
(3)the District Court properly limited the stay to the Debtor; and
(4)the Debtor cannot carry its burden under Rule 7065 of the
Federal Rules of Bankruptcy Procedure.

Wells Fargo's counsel, Andrew M. Brumby, Esq., at Shutts & Bowen
LLP, in Orlando, Florida, argues that (1) the Debtor's bad faith
filing precludes reorganization; (2) the Debtor is unable to show
irreparable harm from the District Court litigation; (3) the
balancing of harms favors denial of the injunction; and (4) the
public interest and purpose of the Bankruptcy Code warrants denial
of the injunction.

The Debtor is represented by:

         Harley E. Riedel, Esq.
         Edward J. Peterson, III, Esq.
         STICHTER RIEDEL BLAIN & PROSSER, P.A.
         110 East Madison Street, Suite 200
         Tampa, FL 33602
         Tel: (813) 229-0144
         Fax: (813) 229-1811
         Email: hriedel@srbp.com
                epeterson@srbp.com

Wells Fargo is represented by:

         Andrew M. Brumby, Esq.
         SHUTTS & BOWEN LLP
         300 South Orange Avenue, Suite 1000
         Orlando, FL 32801
         Tel: 407-423-3200
         Fax: 407-425-8316
         Email: abrumby@shutts.com

            -- and --

         Ryan C. Reinert, Esq.
         SHUTTS & BOWEN LLP
         4301 W. Boy Scout Blvd., Suite 300
         Tampa, FL 33607
         Tel: (813) 229-8900
         Fax: (813) 229-8901
         Email: rreinert@shutts.com

                       About Viper Ventures

Viper Ventures, LLC, is a Florida limited liability company that
owns 31 acres of waterfront land on Rattlesnake Point just south
of
Gandy Boulevard in Tampa, Florida.

Viper Ventures  filed a Chapter 11 bankruptcy petition (Bankr.
M.D.
Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015.
The case is assigned to Judge Catherine Peek McEwen.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.

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

According to the docket, the Debtor's Chapter 11 plan and
explanatory disclosure statement are due by July 30, 2015.


VISUALANT INC: Posts $2.24 Million Net Income in Second Quarter
---------------------------------------------------------------
Visualant, Incorporated, filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.24 million on $1.43 million of revenue for the three months
ended March 31, 2015, compared to a net loss of $1.71 million on
$2.02 million of revenue for the three months ended March 30,
2014.

For the six months ended March 31, 2015, the Company reported a net
loss of $915,000 on $3.27 million of revenue compared to a net loss
of $2.56 million on $3.9 million of revenue for the six months
ended March 30, 2014.

As of March 31, 2015, the Company had $3.02 million in total
assets, $6.8 million in total liabilities, all current, and a $3.78
million total stockholders' deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of March 31, 2015, the Company's
accumulated deficit was $22,450,177.  The Company has limited
capital resources, and operations to date have been funded with the
proceeds from private equity and debt financings and loans from
Ronald P. Erickson, the Company's chief executive officer. These
conditions raise substantial doubt about our ability to continue as
a going concern.

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

                        http://is.gd/4ZRuCn

                        About Visualant Inc.

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

Visualant reported a net loss of $1 million on $7.98 million of
revenue for the year ended Sept. 30, 2014, compared to a net loss
of $6.60 million on $8.57 million of revenue for the year ended
Sept. 30, 2013.   

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2014.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception.  These factors, according to
the auditors, raise substantial doubt about the Company's ability
to continue as a going concern.


WEST COAST GROWERS: Seeks to Distribute $1-Mil. to Growers
----------------------------------------------------------
West Coast Growers, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of California, Fresno Division, to
make its first interim distribution of $1 million to growers who
delivered raisins in 2014, pro-rata of the debt owed to each 2014
Grower.

The Debtor's counsel, Lisa Holder, Esq., at Klein, Denatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, in Fresno, California,
tells the Court that distribution will pay only 2014 Growers who
are underpaid vis-a-vis other 2014 Growers.  The Debtor proposes
the use of $1 million from the proceeds of its post-petition
operations, which are maintained in a separate "Grower Account," to
make the distribution.

5T Farms; Alberta Otto; Alex Kobets; Alfred Duran; Assemi & Sons,
Inc.; Lincoln Grantor Farms; Manning Avenue Pistachios; Bryan &
Kimberly Ambrosini; Cameron Wulf; Christie V. Willet; Christie
Valorosi Willit, Trustee of the Valorosi Trust; Good Earth, Inc.;
Hagopian Enterprises, Inc; Harriet Vawter; Mark Hagopian; Jared
Vawter; J.M. Lasgoity; Kenneson Farms, Inc.; Michael Logoluso, Jr.;
Schafer & Schafer; and Ty Bellach (“Growers”) filed their
support of the motion.

The Growers' counsel, Riley C. Walter, Esq., at Walter & Wilhelm
Law Group, Fresno, California, says the actual amount of each
grower's claim was not fixed.  In the analysis used by the Debtor,
a flat fixed price per ton was used to estimate the 2014 grower's
claims.  However, some Growers assert that they were promised a
higher price than the flat price used by the Debtors.

Mr. Walter expects that the actual amount of each 2014 Grower's
claim will be fixed, and the overall pro rata percentages tallied
up by July 22, 2015, the claims bar date.  Mr. Walter asserts that
the Growers ask the Court to authorize the distribution of all
funds in the segregated account less a small reserve, not lesser
than $1 million, as the Growers are approaching the time when they
need their crop proceeds to finish their 2015 crop and commence
harvest.  They need more of their money than is proposed for the
first interim distribution, Mr. Walter tells the Court.

The Debtor is represented by:

         Hagop T. Bedoyan, Esq.
         Jacob L. Eaton, Esq.
         Lisa Holder, Esq.
         KLEIN, DENATALE, GOLDNER, COOPER,
         ROSENLIEB & KIMBALL, LLP
         5260 N. Palm Avenue, Suite 201
         Fresno, CA 93704
         Tel: (559)438-4374
         Fax: (559)432-1847
         Email: hbedoyan@kleinlaw.com
                jeaton@kleinlaw.com
                lholder@kleinlaw.com

The Growers are represented by:

         Riley C. Walter, Esq.
         WALTER & WILHELM LAW GROUP
         205 East River Park Circle, Ste. 410
         Fresno, CA 93720
         Tel: (559)435-9800
         Fax: (559)435-9868
         Email: rileywalter@W2LG.com

                      About West Coast Growers

West Coast Growers, Inc., a Kerman, California-based processor and
distributor of California raisins, sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 15-11079) on March 20, 2015,
in Fresno, California.  The case is assigned to Judge W. Richard
Lee.

Related entity Salwasser, Inc. (the 100% shareholder of WCG) also
sought bankruptcy protection on March 20, 2015 (Case No.
15-11080).  Charlotte Ellen Salwasser filed a Chapter 11 petition
(Case No. 15-10705) on Feb. 26, 2015.  Ms. Salwasser an husband
George Salwasser are the principals and 50% shareholders of
Salwasser, Inc.  Mr. Salwasser is the president of WCG, and Ms.
Salwasser is the vice president and secretary of WCG.

West Coast Growers disclosed total assets of $10.1 million and
total liabilities of $59.6 million.

Hagop T. Bedoyan, Esq., Jacob L. Eaton, Esq., at Lisa A. Holder,
Esq., at Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball,
LLP, serve as West Coast Growers' attorneys.  Peter L. Fear, Esq.,
at Fear Law Group, P.C., represents Salwasser as counsel.


WEST CORP: Holds Annual Meeting of Stockholders
-----------------------------------------------
West Corporation's annual meeting of stockholders was held on
May 15, 2015, at 11808 Miracle Hills Drive, Omaha, Nebraska.  The
Company's presentation for the Annual Meeting is available for free
at http://is.gd/J82tIA

                        About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with
services that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following
net income of $143 million in 2013.

As of March 31, 2015, the Company had $3.54 billion in total
assets, $4.19 billion in total liabilities, and a $648 million
total stockholders' deficit.

                         Bankruptcy Warning

"Our failure to comply with these debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness.  If our indebtedness is
accelerated, we may not have sufficient cash resources to satisfy
our debt obligations and we may not be able to continue our
operations as planned.  If our cash flows and capital resources are
insufficient to fund our debt service obligations and keep us in
compliance with the covenants under our Amended Credit Agreement or
to fund our other liquidity needs, we may be forced to reduce or
delay capital expenditures, sell assets or operations, seek
additional capital or restructure or refinance our indebtedness
including the notes.  We cannot ensure that we would be able to
take any of these actions, that these actions would be successful
and would permit us to meet our scheduled debt service obligations
or that these actions would be permitted under the terms of our
existing or future debt agreements, including our Senior Secured
Credit Facilities and the indenture that governs the notes.  The
Amended Credit Agreement and the indenture that governs the notes
restrict our ability to dispose of assets and use the proceeds from
the disposition.  As a result, we may not be able to consummate
those dispositions or use the proceeds to meet our debt service or
other obligations, and any proceeds that are available may not be
adequate to meet any debt service or other obligations then due.

If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2015.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WILLIAMS COMPANIES: Moody's Puts Ba2 Ratings on Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured ratings
of The Williams Companies, Inc. (Williams) under review for upgrade
following the company's announced agreement to purchase all of the
public outstanding common units of Williams Partners, LP (WPZ).
Moody's also affirmed WPZ's Baa2 senior unsecured ratings, Prime -2
short term rating, and the Baa1 ratings of WPZ's wholly owned
pipeline subsidiaries, Northwest Pipeline (Northwest) and
Transcontinental Gas Pipeline Company (Transco). The rating
outlooks for WPZ, Northwest and Transco remain stable.

"The announced transaction will simplify Williams' capital
structure and reduce the company's cost of capital" commented Pete
Speer, Senior Vice President. "The anticipated Baa2 rating for the
combined Williams and WPZ is dependent on Williams' successful
delivery of its forecasted cash flow growth and its commitment to
using enough equity funding of its growth capital spending to
reduce its currently high leverage."

On Review for Upgrade:

Issuer: Williams Companies, Inc. (The)

  -- Preferred Stock Shelf, Placed on Review for Upgrade,
     currently (P)Ba2

  -- Preferred Stock Non-Cumulative Shelf, Placed on Review for
     Upgrade, currently (P)Ba2

  -- Subordinated Shelf, Placed on Review for Upgrade, currently
     (P)Ba1

  -- Senior Unsecured Shelf, Placed on Review for Upgrade,     
     currently (P)Baa3

  -- Senior Unsecured Regular Bond/Debentures Placed on Review
     for Upgrade, currently Baa3

Affirmations:

Issuer: Northwest Pipeline GP

  -- Senior Unsecured Regular Bond/Debentures, Affirmed Baa1

  -- Senior Unsecured Shelf, Affirmed (P)Baa1

Issuer: Transcontinental Gas Pipeline Company, LLC

  -- Senior Unsecured Regular Bond/Debentures, Affirmed Baa1

  -- Senior Unsecured Shelf, Affirmed (P)Baa1

Issuer: Williams Partners L.P.

  -- Subordinated Shelf, Affirmed (P)Baa3

  -- Senior Unsecured Shelves, Affirmed (P)Baa2

  -- Senior Unsecured Regular Bond/Debentures, Affirmed Baa2

Issuer: Williams Partners L.P. (Old)

  -- Senior Unsecured Commercial Paper, Affirmed P-2

  -- Senior Unsecured Regular Bond/Debentures, Affirmed Baa2

Outlook Actions:

Issuer: Northwest Pipeline GP

  -- Outlook, Remains Stable

Issuer: Transcontinental Gas Pipeline Company, LLC

  -- Outlook, Remains Stable

Issuer: Williams Companies, Inc. (The)

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Williams Partners L.P.

  -- Outlook, Remains Stable

Issuer: Williams Partners L.P. (Old)

  -- Outlook, Remains Stable

Williams and WPZ announced an agreement in which Williams will
acquire all of the public outstanding common units of WPZ in an all
stock-for-unit transaction. Following the acquisition, Williams
will be the sole publicly traded entity with WPZ as a wholly owned
subsidiary. Williams and WPZ are expected to provide cross
guarantees on their respective debts to result in their debt
obligations being pari passu. Northwest and Transco's debts are not
expected to be guaranteed or provide upstream guarantees,
maintaining their present relationship to WPZ and Williams. The
transaction will be taxable to WPZ's third party limited partner
(LP) unit holders and Williams will receive tax benefits from the
asset step-up that should help limit its cash tax burden over the
next few years. The acquisition is expected to close in the third
quarter of 2015 following regulatory filings and a successful
Williams shareholder vote.

The review for upgrade of Williams Baa3 senior unsecured ratings
reflects Moody's expectation that the ratings will likely be
upgraded to Baa2 at the close of the transaction. Accordingly,
WPZ's Baa2 senior unsecured ratings and Prime-2 short-term ratings
have been affirmed with a stable outlook. Northwest and Transco's
Baa1 ratings and stable outlook were also affirmed.

The reorganization is designed to simplify the capital structure
and utilize Williams' equity for funding future growth since it
trades at a much lower dividend yield than WPZ and thereby provides
a more competitive cost of capital relative to other large
capitalization corporate and MLP midstream energy peers. The
proposed acquisition of WPZ's third party ownership would improve
the overall consolidated credit profile of Williams by reducing
structural complexity and providing the means to meaningfully
improve the consolidated financial leverage metrics in 2015 and
2016 through higher equity funding of growth. By merging WPZ into
Williams the IDRs are eliminated and Williams will have better
coverage of its planned dividends than WPZ.

For WPZ's senior unsecured creditors, the benefits of the
transaction to the consolidated credit profile will initially be
offset by losing their structurally superior position in the
capital structure relative to Williams' creditors. However, WPZ's
creditors will benefit from the higher proportion of equity funding
of growth projects over the remainder of 2015 and 2016, resulting
in financial leverage at the end of 2016 of 4.5x, which is about
the same as Moody's was previously expecting for WPZ on a
stand-alone basis.

Following the closing of the proposed transaction, the expected
Baa2 senior unsecured rating and Prime-2 short term rating for the
combined Williams and WPZ would be supported by its large and
geographically diversified asset base and the stability of its
regulated interstate pipeline operations and largely fee based
gathering and processing assets. While the gathering and processing
assets have inherent volume risk, about half of the fee based
earnings are supported by long-term contracts that have minimum
volume commitments or other contractual terms to mitigate volume
risks. The company's organic growth projects in progress are
predominantly fee based and will thereby continue to reduce the
direct commodity price exposure in Williams' earnings. The expected
Baa2 rating is tempered by Williams' plan to pay high dividends
relative to cash flow, its large organic growth capital expenditure
commitments and its appetite for acquisitions that increases
execution and event risk.

Williams currently has high financial leverage for the expected
Baa2 rating as a result of its large capital spending program in
recent years and delays in bringing new assets on line. Moody's
expects management to increase the amount of equity funding for its
growth projects and potential acquisitions to reduce Debt/EBITDA to
4.5x by the end of 2016 and then sustain financial leverage between
4x and 4.5x thereafter to support its Baa2 ratings. If financial
leverage looks to remain meaningfully above 4.5x at the end of 2016
then the ratings for the combined Williams and WPZ could be
downgraded.

Williams Companies, Inc. is headquartered in Tulsa, Oklahoma and
through its subsidiaries is primarily engaged in the gathering,
processing and interstate transportation of natural gas. Currently,
Williams owns the GP interest and a substantial portion of the LP
interests in Williams Partners, LP, a publicly traded midstream
energy master limited partnership (MLP). Northwest Pipeline and
Transcontinental Gas Pipeline Company are major interstate natural
gas pipelines that are wholly owned subsidiaries of WPZ.

The principal methodology used in rating Northwest Pipeline GP and
Transcontinental Gas Pipeline Company, LLC was Natural Gas
Pipelines published in November 2012. The principal methodology
used in rating Williams Partners L.P., Williams Partners L.P.
(Old), and Williams Companies, Inc. (The) was Global Midstream
Energy published in December 2010.


Z TRIM HOLDINGS: Incurs $7.7 Million Net Loss in First Quarter
--------------------------------------------------------------
Z Trim Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.70 million on $215,000 of total revenues for the three months
ended March 31, 2015, compared to a net loss of $1.43 million on
$316,000 of total revenues for the same period last year.

As of March 31, 2015, the Company had $2.03 million in total
assets, $4.47 million in total liabilities and a $2.43 million
total stockholders' deficit.

As of March 31, 2015, the Company had a cash balance of $176,000, a
decrease from a balance of $1.03 million at Dec. 31, 2014.  At
March 31, 2015, the Company had working capital deficit of $2.98
million, as compared to working capital deficit of $540,000 as of
Dec. 31, 2014.  The decrease in working capital primarily resulted
from the decreases in cash, inventory, and short-term borrowings
offset by the increase in the derivative liability.

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

                        http://is.gd/EpOA5F

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $5.57 million in 2014,
following a net loss of $13.4 million in 2013.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company does not have
enough cash on hand to meet its current liabilities and has had
reoccurring losses as of Dec. 31, 2014.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


[*] Etihad Report Claims US Airlines Got $71.5 Billion in Benefits
------------------------------------------------------------------
Karen Walker at Air Transport World reports that a report Etihad
Airways commissioned claims that American Airlines, Delta Air Lines
and United Airlines have received benefits worth $71.48 billion
over the past 15 years, with majority of the funds related to
restructuring under Chapter 11.  

ATW relates that the U.S. carriers have embarked on a campaign in
which they allege that Etihad, Emirates Airline and Qatar Airways
have received some $42 billion in state subsidies.  This
contravenes the fair competition rules of the Open Skies agreements
between the U.S. and the UAE and Qatar, the report states, citing
the U.S. carriers and some U.S. labor groups.  The report adds that
the U.S. carriers want government-to-government consultations on
the issue and a U.S. government review is under way.

According to ATW, Etihad released, in response to the U.S.
carriers' campaign, a report international consultancy The Risk
Advisory Group researched and compiled, identifying that the
majority of benefits which accrued to Delta, United and American
came from restructuring under Chapter 11, yielding them at least
$35.46 billion, and additional pension fund bailouts totaling $29.4
billion from the U.S. government's Pension Benefit Guaranty Corp.

Etihad said in a statement that the U.S. airlines received benefits
valued at $71.48 billion, more than $70 billion of which has been
since 2000, "enabling the nation's three largest carriers to
transition from the verge of bankruptcy to today's industry
leaders, each achieving multi-billion dollar profits."

ATW quoted Etihad general counsel Jim Callaghan as saying, "We do
not question the legitimacy of benefits provided to U.S. carriers
by the U.S. government and the bankruptcy courts.  We simply wish
to highlight the fact that U.S. carriers have been benefitting and
continue to benefit from a highly favorable legal regime, such as
bankruptcy protection and pension guarantees, exemptions from
certain taxes, and various other benefits.  These benefits, which
are generally only available to U.S. carriers, have created a
highly distorted market in which carriers such as Etihad Airways
have to compete."

According to Jeffrey Dastin at Reuters, Jill Zuckman, spokesperson
for a U.S airline-union coalition known as the Partnership for Open
& Fair Skies, said, "The Chapter 11 (bankruptcy) process is not a
'subsidy,' as established by international trade law.  In addition,
U.S. taxpayers are not liable for any restructuring of airline
pension plans in bankruptcy."

Michael A. Lindenberger at The Dallas Morning News reports that
Qatar Airways CEO Akbar Al Baker denied relying on unfair
subsidies, and called U.S. airlines greedy.  "They are making more
profit and they got greedy for ever more profit," the report quoted
Mr. Baker as saying.


[^] BOND PRICING: For the Week From May 11 to 15, 2015
------------------------------------------------------
   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              ------  ------ ---------  -------------
Affinion
  Investments LLC       AFFINI  13.500    56.000      8/15/2018
Alpha Natural
  Resources Inc         ANR      6.000    15.772       6/1/2019
Alpha Natural
  Resources Inc         ANR      9.750    25.000      4/15/2018
Alpha Natural
  Resources Inc         ANR      6.250    16.450       6/1/2021
Alpha Natural
  Resources Inc         ANR      7.500    30.063       8/1/2020
Alpha Natural
  Resources Inc         ANR      3.750    27.114     12/15/2017
Alpha Natural
  Resources Inc         ANR      4.875    16.500     12/15/2020
Alpha Natural
  Resources Inc         ANR      7.500    36.000       8/1/2020
Alpha Natural
  Resources Inc         ANR      7.500    38.875       8/1/2020
Altegrity Inc           USINV   14.000    35.500       7/1/2020
Altegrity Inc           USINV   13.000    35.125       7/1/2020
Altegrity Inc           USINV   14.000    35.000       7/1/2020
American Eagle
  Energy Corp           AMZG    11.000    32.000       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    40.000       9/1/2019
Annaly Capital
  Management Inc        NLY      5.000   100.020      5/15/2015
Arch Coal Inc           ACI      7.000    18.625      6/15/2019
Arch Coal Inc           ACI      7.250    18.750      6/15/2021
Arch Coal Inc           ACI      9.875    22.358      6/15/2019
Arch Coal Inc           ACI      8.000    33.125      1/15/2019
Arch Coal Inc           ACI      8.000    33.500      1/15/2019
BPZ Resources Inc       BPZR     8.500    25.125      10/1/2017
BPZ Resources Inc       BPZR     6.500    15.125       3/1/2015
BPZ Resources Inc       BPZR     6.500    15.125       3/1/2049
Black Elk Energy
  Offshore Operations
  LLC / Black Elk
  Finance Corp          BLELK   13.750    55.120      12/1/2015
CCO Holdings LLC /
  CCO Holdings
  Capital Corp          CHTR     8.125   104.180      4/30/2020
Caesars Entertainment
  Operating Co Inc      CZR     10.000    21.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    25.750       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    21.438      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    39.000       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    40.875      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    20.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    12.500      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    20.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    20.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    25.250       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    20.500     12/15/2018
Cal Dive
  International Inc     CDVI     5.000    11.000      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chassix Holdings Inc    CHASSX  10.000     5.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Claire's Stores Inc     CLE     10.500    72.110       6/1/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    29.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    29.375     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    29.375     11/15/2017
DaVita HealthCare
  Partners Inc          DVA      6.625   104.750      11/1/2020
Dendreon Corp           DNDN     2.875    69.396      1/15/2016
Endeavour
  International Corp    END     12.000    20.000       3/1/2018
Endeavour
  International Corp    END      5.500     0.250      7/15/2016
Endeavour
  International Corp    END     12.000     1.000       6/1/2018
Endeavour
  International Corp    END     12.000     9.500       3/1/2018
Endeavour
  International Corp    END     12.000     9.500       3/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     0.550      1/30/2037
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     5.250      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     5.375      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU      6.875     2.508      8/15/2017
Exide Technologies      XIDE     8.625     0.500       2/1/2018
Exide Technologies      XIDE     8.625     0.995       2/1/2018
Exide Technologies      XIDE     8.625     0.995       2/1/2018
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
Federal Home Loan
  Mortgage Corp         FHLMC    2.000    99.999      5/20/2022
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
Franklin
  Resources Inc         BEN      3.125   100.000      5/20/2015
GT Advanced
  Technologies Inc      GTAT     3.000    30.500      10/1/2017
Gevo Inc                GEVO     7.500    55.375       7/1/2022
Hercules Offshore Inc   HERO    10.250    34.625       4/1/2019
Hercules Offshore Inc   HERO    10.250    34.250       4/1/2019
James River Coal Co     JRCC     3.125     0.250      3/15/2018
Las Vegas Monorail Co   LASVMC   5.500     1.026      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      4.000     9.125      4/30/2009
Lehman Brothers
  Holdings Inc          LEH      5.000     9.125       2/7/2009
MF Global
  Holdings Ltd          MF       6.250    32.750       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    25.625       2/1/2016
MF Global
  Holdings Ltd          MF       3.375    32.000       8/1/2018
MModal Inc              MODL    10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    35.500      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    35.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    34.875      5/15/2018
Molycorp Inc            MCP      6.000     7.625       9/1/2017
Molycorp Inc            MCP      3.250     3.900      6/15/2016
Molycorp Inc            MCP      5.500    16.000       2/1/2018
NII Capital Corp        NIHD    10.000    41.750      8/15/2016
OMX Timber Finance
  Investments II LLC    OMX      5.540    19.000      1/29/2020
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Quicksilver
  Resources Inc         KWKA     9.125    13.500      8/15/2019
Quicksilver
  Resources Inc         KWKA    11.000    15.250       7/1/2021
RadioShack Corp         RSH      6.750     5.063      5/15/2019
RadioShack Corp         RSH      6.750     2.770      5/15/2019
RadioShack Corp         RSH      6.750     2.770      5/15/2019
SG Structured
  Products Inc          SOCGEN   2.350   100.000      5/19/2015
Sabine Oil & Gas Corp   SOGC     7.250    23.000      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750    19.250      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    23.762      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    23.500      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    23.500      9/15/2020
Samson Investment Co    SAIVST   9.750    13.550      2/15/2020
Saratoga
  Resources Inc         SARA    12.500    10.500       7/1/2016
TMST Inc                THMR     8.000    10.200      5/15/2013
Terrestar
  Networks Inc          TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    16.625       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    15.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    15.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    14.500      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    62.750     11/15/2015
US Shale
  Solutions Inc         SHALES  12.500    49.500       9/1/2017
US Shale
  Solutions Inc         SHALES  12.500    52.000       9/1/2017
Venoco Inc              VQ       8.875    40.200      2/15/2019
Walter Energy Inc       WLT      9.875     5.100     12/15/2020
Walter Energy Inc       WLT      8.500     7.770      4/15/2021
Walter Energy Inc       WLT      9.875     5.500     12/15/2020
Walter Energy Inc       WLT      9.875     5.500     12/15/2020
Wells Fargo & Co        WFC      0.762    99.975      5/21/2015
Windstream
  Services LLC          WIN      8.125   104.220       9/1/2018


                            *********

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.

                            *********

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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