TCR_Public/110804.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 4, 2011, Vol. 15, No. 214

                            Headlines

ACTRADE FINANCIAL: Suit Imperils Class Settlement, Deloitte Says
ALLIED IRISH: Raises EUR6-Bil. from Finance Agency & NPRFC
AMERICAN AXLE: Reports $47.9 Million Net Income in 2nd Quarter
ANDERSON NEWS: Creditors Blast Anderson's Tolling Agreement Bid
B2KG LLC: Case Summary & 4 Largest Unsecured Creditors

BANKATLANTIC BANCORP: Reports $23.4-Mil. 2nd Qtr. Net Income
B.A.R. CONTRACTORS: Case Summary & 16 Largest Unsecured Creditors
BARREL STOP: Case Summary & 20 Largest Unsecured Creditors
BELTWAY 8: FST Watermarke Objects to Reorganization Plan
BERNARD L MADOFF: $245-Mil. Suit vs. Cohmad Moves Forward

BERNARD L MADOFF: JPMorgan, UBS Seek to Nix $21-Bil. Claims
BLACK GAMING: Mesquite Gaming Emerges From Bankruptcy
BOND RANCH: Nothing to Reorganize, Wants Case Dismissal
BPP TEXAS: Citizens Bank Opposing Plan Confirmation
BRAND MANAGEMENT: Files List of 6 Largest Unsecured Creditors

BROTHER SONNY: Status Conference Scheduled for Oct. 11
BROTHER SONNY: Sec. 341 Creditors' Meeting Set for Sept. 1
BROTHER SONNY: Hiring Schwartzer & McPherson as Bankr. Counsel
BROTHER SONNY: Seeks Authority to Assume $669T Polen Contract
BUILDERS FIRSTSOURCE: Files Form 10-Q; Posts $15.4MM Loss in Q2

CASCADE BANCORP: Swings to $2-Mil. Profit in Second Quarter
CELL THERAPEUTICS: Has $12.93 Million Net Loss in June
CENTRAL FALLS, R.I.: Moody's to Review G.O. Bond's 'Caa1'
CENTRAL FALLS, R.I.: Chapter 9 Case Summary & Creditors' List
CIRCLE DRIVE: Case Summary & 2 Largest Unsecured Creditors

COLONIAL BANCGROUP: Financial Firms, PwC Fight Claims Over Fraud
COLOWYO COAL: S&P Affirms 'BB-' Rating on $92.8-Mil. Bonds
CONSUMER HEALTH: Takes $2.4 Million Hit in Marketing Fraud Case
COREPLUS LLC: Files for Chapter 11; Lab Maintains Operations
DANIEL HENDON: Files for Ch. 11 as Personal Debts Exceed $300MM

DJSP ENTERPRISES: DAL Completes $2.5 Million Sale of Timios Unit
DOT VN: Delays Filing of Annual Report on Form 10-K
DYNEGY INC: Judge Allows Dynegy to Proceed with Restructuring
DYNEGY INC: Carolyn Stone Assumes SVP and CAO Positions
EASTMAN KODAK: Adopts Plan to Preserve Net Operating Losses

ELEPHANT TALK: To Redeem Outstanding Purchase Warrants for Cash
ELEPHANT TALK: Jacques Kerrest Appointed to Board of Directors
ENERGY FUTURE: Incurs $705 Million Net Loss in Second Quarter
ENTELOS INC: Meeting to Form Committee on Aug. 4
EXTENDED STAY: NY Supreme Court Judge Rules Against Lightstone

EXTENDED STAY: Affiliates File 2nd Qtr. Post-Confirmation Report
EXTENDED STAY: Files Disbursement Report for June
EZENIA! INC: Stockholders Approve Charter Amendment
FAIRVIEW DEVELOPERS: Case Summary & 14 Largest Unsecured Creditors
FIDELITY NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating

FIRST MARINER: Incurs $11 Million Net Loss in June 30 Quarter
FRAZER/EXTON: Disclosure Statement Hearing on Aug. 17
FREE AND CLEAR II: Chapter 11 Reorganization Case Dismissed
FREE AND CLEAR III: U.S. Trustee Wants 'Pro Se' Case Dismissed
FREE AND CLEAR III: Section 341(a) Meeting Continued Until Sept. 1

GENERAL MARITIME: To Vote on Executive Compensation Every Year
GENTA INC: Has 219.14 Million Outstanding Common Shares
GLC LIMITED: Seeks to Employ Scroggins to Handle Donnan Case
GLOBAL DIVERSIFIED: Suspending Filing of Reports with SEC
GLOBAL DIVERSIFIED: Has Reverse/Forward Stock Split

GM PINE: Court Orders Receiver to Turn Over Washington Property
GM PINE STREET: Seeks to Hire Robert Simon as Special Counsel
GOLDENPARK LLC: Court OKs ACT Solutions as Accountant
GP WEST: Court Authorizes Cash Collateral Access Until Nov. 30
GRAY TELEVISION: Reports $76.2-Mil. Preliminary 2nd Qtr. Revenue

GRAYMARK HEALTHCARE: Amends Form S-1 Registration Statement
GREAT ATLANTIC: Posts $157.2MM Net Loss in 16 Weeks Ended June 18
GREENBRIER COS: S&P Affirms 'B-' Corporate Credit Rating
GUAM POWER: Fitch Affirms 'BB+' Rating on $56.1MM Revenue Bonds
GUN LAKE: S&P Affirms Issuer Credit Rating at 'B'

HARRISBURG, PA: Mayor Outlines Proposal to Raise Cash
HAWAII MEDICAL: Gets Court OK to Tap McDonald Hopkins as Counsel
HAWAII MEDICAL: Okayed to Tap Krieg Devault as Compliance Counsel
HCA HOLDINGS: Inks $5-Bil. Notes Underwriting Pact with JP Morgan
HEARUSA INC: Arcadia Opportunity Owns 4.4% of Common Shares

HEARUSA INC: Court OKs Sale to Siemens Hearing Unit
HELLER EHRMAN: Slams CB Richard Over $3M Real Estate Claim
HILLSIDE VALLEY: Court OKs Fitzpatrick Lentz & Bubba as Counsel
HOMELAND SECURITY: Stockholders OK Purchase Pact with Perma-Fix
HORIZON LINES: Board Adopts Executive Severance Plan

HORIZON LINES: To Vote on Executive Compensation Annually
HUGHES TELEMATICS: Partners with State Farm to Launch In-Drive
INNKEEPERS USA: Five Mile's Bid for Extra Fees Denied
INOVA TECHNOLOGY: Delays Filing of Annual Report on Form 10-K
INTEGRA BANK: 5 Board Members Resign; Executive Officers Removed

JAMES DONNAN: GLC Taps Employ Scroggins to Handle Donnan Case
JELD-WEN INC: Moody's Assigns First-Time 'B3' Corporate Rating
JEFFERSON, AL: Prepares New Proposal to Hike Sewer Rates
K2 PURE: S&P Affirms 'B' Rating on $121.5MM Sr. Bank Facility
KI WOOK: Case Summary & 20 Largest Unsecured Creditors

KIEBLER RECREATION: Hearing on Peek'n Peak Sale on Aug. 25
KT SPEARS: Section 341(a) Meeting Scheduled for Aug. 8
L-3 COMMUNICATIONS: Moody's Affirms Ba1 Rating on Sr. Sub. Notes
LABELS UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
LEE ENTERPRISES: Goldman & Monarch Support Planned Debt Swap

LEXICON UNITED: FINRA to Announce Name Change to Accres Holding
LIBBEY INC: Stephanie Streeter Elected to Board of Directors
LINDEN PONDS: Wins Approval to Assume Ch. 11 Plan Support Deal
LOCATION BASED TECH: Closes Sale of 50 Million Common Shares
LOS GATOS HOTEL: Plan to Pay Creditors Over Time

LOYALTY REWARDS Status Hearing in Involuntary Case on Sept. 7
MAGNOLIA SHELL: Case Summary & 20 Largest Unsecured Creditors
MARCO POLO SEATRADE: Seeks Extension of Schedules Filing Deadline
MARCO POLO SEATRADE: Files List of 20 Largest Unsecured Creditors
MARCO POLO SEATRADE: Credit Agricole Questions Jurisdiction

MCCLATCHY CO: Reports $4.94 Million Net Income in Q2
MCCLATCHY CO: Board Amends Benefit Restoration and Bonus Plans
MERRITT AND WALDING: Can Collect Aug. Rent and Use Cash Collateral
METROPOLITAN HEALTH: S&P Assigns 'B+' Counterparty Credit Rating
MPG OFFICE: Reports $138.6-Mil. Net Income in Second Quarter

MRS. FIELDS: Launches Specialty Coffees in Chicago Market
MSR RESORT: Wants Lease Decision Period Extended Until Sept. 30
MSR RESORT: Committee Can Hire Alston & Bird LLP as Counsel
NEBRASKA BOOK: Gets OK to Pay $13.35MM of Critical Vendors Claims
NO FEAR: Ryders Compound Takes Business Out of Bankruptcy

NO FEAR: Committee Has Until Aug. 15 to Respond on Lease Motion
NO FEAR: U.S. Trustee Adds Tony Wanket to Creditors Committee
NOAH GROUP: Voluntary Chapter 11 Case Summary
NORTHCORE TECHNOLOGIES: To Launch Discount This in September
NORTHERN BERKSHIRE: Mary McKenna Named as Patient Care Ombudsman

NUVILEX INC: Delays Filing of Annual Report on Form 10-K
PEGASUS RURAL: Files Schedules of Assets and Liabilities
PHOENIX FOOTWEAR: Steven Tannenbaum Discloses 58.3% Equity Stake
POKAGON GAMING: S&P Withdraws 'B+' Issuer Credit Rating
POLLO WEST: 9 South Calif. El Pollo Loco Locations Up for Sale

PONTIAC CITY: Fitch Affirms Ratings on Bonds at 'CCC'
PONTIAC CITY: Fitch Affirms Water, Sewer Revenue Bonds at 'B-'
PRISZM INCOME: Sells Restaurants in the Maritimes for $2.5 Million
QUALITY DISTRIBUTION: Reports $9.04 Million Net Income in Q2
QUEPASA CORP: Insider Guides Discloses 37.2% Equity Stake

QUEPASA CORP: John Abbott Discloses 14.4% Equity Stake
QUINCY MEDICAL: Names Mark O'Neill as New Chief Executive Officer
QUINCY MEDICAL: To Hire Navigant as Financial Advisor
RACINE CENTER: Case Summary & 11 Largest Unsecured Creditors
REPUBLIC MORTGAGE: S&P Lowers Counterparty Credit Rating to 'B+'

SAN JOAQUIN: S&P Affirms 'BB-' Rating on Sr. & Subordinate Bonds
SAN JOSE FINANCING: Fitch Cuts Parking Rev. Bond Rating to 'BB'
SANMINA-SCI CORP: Moody's Affirms 'B1' Corporate Family Rating
S.D. BENNER: Case Summary & Largest Unsecured Creditor
SEITEL INC: Moody's Upgrades Corporate Family Rating to 'Caa1'

SMART-TEK SOLUTIONS: Two Directors Elected at Annual Meeting
SONOMA VINEYARDS: Hearing on Case Dismissal Plea Set for Aug. 26
SPANISH BROADCASTING: Regains Compliance with NASDAQ Listing Rule
SPARTA COMMERCIAL: Delays Filing of Annual Report on Form 10-K
SUBACUTE SERVICES: Case Summary & 12 Largest Unsecured Creditors

SUMMERTIME DEVELOPMENT: Case Summary & 5 Largest Unsec Creditors
TAREK IBN: TiZA Stil Hopes to Reopen; Creditors Oppose Payments
TELLICO LANDING: U.S. Trustee Unable to Form Committee
THERMOENERGY CORP: Dennis Cossey Resigns as Board Member
TRICO MARINE: Wins Confirmation of Ch. 11 Liquidation Plan

T.R.M.M. LTD: Case Summary & 7 Largest Unsecured Creditors
TMB PROPERTIES: Voluntary Chapter 11 Case Summary
TROPICANA ENT: Lightsway Says It Has Valid Claims vs. Yung, et al.
TROPICANA ENT: Hearing on OpCo IP Agreements Deferred
TROPICANA ENT: OpCo Debtors File Post-Confirmation Report for Q2

UNISYS CORP: Files Form 10-Q; Posts $5.40-Mil. Net Loss in Q2
VITESSE SEMICONDUCTOR: Appoints Martin McDermut as CFO
WASHINGTON LOOP: Court Denies U.S. Trustee's Plea to Dismiss Case
WASHINGTON MUTUAL: Appraisal Co. Slams FDIC Suit Over WMI Losses
WINDSTREAM CORP: Moody's Affirms 'Ba2' Corporate Family Rating

* Houston Wells Fargo Building Mortgage Loan in Default

* Trouble in Europe Beckons U.S. Corporate Restructuring Experts

* Gordon Brothers Names Robert Paglia as Chief Operating Officer

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


ACTRADE FINANCIAL: Suit Imperils Class Settlement, Deloitte Says
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Deloitte &
Touche LLP told a Delaware federal court on Friday that a
malpractice lawsuit filed by the trustee overseeing Actrade
Financial Technologies Ltd.'s liquidation breached a proposed
class action securities settlement linked to the Company's 2002
bankruptcy.

Deloitte claims that the trustee Jonah M. Meer agreed to release
Deloitte from any further claims linked to the Actrade bankruptcy
as part of a settlement with class action plaintiffs in New York,
according to Law360.

Actrade Financial Technologies Ltd. provided automated financial
processing services.  It filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 02-16212) on Dec. 12, 2002.  It obtained
confirmation of its plan of liquidation on January 7, 2004.


ALLIED IRISH: Raises EUR6-Bil. from Finance Agency & NPRFC
----------------------------------------------------------
Allied Irish Banks, p.l.c., in order to raise capital has issued
500,000,000,000 Ordinary Shares of EUR0.01 each to the National
Pensions Reserve Fund Commission at a subscription price of
EUR0.01 per share and EUR1.6 billion of contingent capital notes
at par to the Minister for Finance raising in aggregate proceeds
of EUR6.6 billion.

In addition, further to its announcement on May 13, 2011, AIB has
issued an additional 762,370,687 new Ordinary Shares to the NPRFC
in lieu of the remainder of the 2011 annual cash dividend on the
2009 Preference Shares that was deferred on May 13, 2011.  The
2011 Bonus Issue includes an increment of 38,118,534 new Ordinary
Shares prescribed by AIB's articles of association as a result of
the 2011 annual cash dividend not being satisfied in full on the
due date.  This represents an increase of 1,905,926 shares over
the figure included in AIB's shareholder circular dated July 1,
2011, as a result of finalisation of calculations of the number of
Ordinary Shares to be issued in lieu of the 2011 Bonus Issue.
Following the Placing and the 2011 Bonus Issue, the NPRFC's
shareholding in the enlarged total issued ordinary share capital
of AIB has increased from c.93.1% to c.99.8%.  AIB now has
513,493,126,277 Ordinary Shares of EUR0.01 each in issue.

AIB has applied to the Irish Stock Exchange to list the new
Ordinary Shares issued in connection with the Placing and the 2011
Bonus Issue on the Enterprise Securities Market of the ISE and to
admit those Ordinary Shares to trading on the ESM.  It is expected
that admission will occur at 8.00 a.m. on Aug. 2, 2011.

In addition, following the Renominalisation, AIB has acquired
395,759,506,824 Deferred Shares for nil consideration and
immediately cancelled them in accordance with its articles of
association, as described in the shareholder circular issued by
AIB on July 1, 2011.  Subject to the confirmation of the High
Court, AIB intends to write off accumulated losses through the
cancellation of the capital redemption reserve created on the
acquisition and cancellation of the Deferred Shares in due course.
AIB is required to raise a total of c.EUR14.8 billion of Core Tier
1 Capital, of which EUR1.6 billion may be in the form of
contingent capital, by July 31, 2011.  As announced on July 1,
2011, the Minister has indicated his intention to make a capital
contribution in favour of AIB in order to satisfy any portion of
the PCAR Requirement not satisfied by the Capital Raising, other
capital generating exercises undertaken by AIB and EBS Limited and
further burden-sharing measures undertaken with the Group's
subordinated debt holders.  AIB expects the Minister and the NPRFC
to provide capital contributions to AIB shortly in order to
satisfy the portion of the PCAR Requirement not already satisfied.

Once the proceeds of the Capital Raising and the Capital
Contributions have been received, AIB expects that it will have
the necessary capital to meet the PCAR Requirement.

AIB's Board of Directors acknowledges the continued support of the
Minister and the Irish State.

In a separate press release, AIB announced that the Minister for
Finance and the National Pensions Reserve Fund Commission have
made capital contributions in the aggregate amount of c. EUR6.054
billion to AIB for no consideration.  Accordingly, no new Ordinary
Shares have been issued by AIB to the Minister and the NPRFC in
return for the Capital Contributions.  AIB is required to raise a
total of c.EUR14.8 billion of Core Tier 1 Capital, of which EUR1.6
billion may be in the form of contingent capital, by July 31,
2011.  The Capital Contributions were made in order to satisfy the
portion of the PCAR Requirement not satisfied by AIB's placing of
EUR5 billion of new Ordinary Shares with the NPRFC and the issue
of EUR1.6 billion of contingent capital notes at par to the
Minister, which completed on July 27, 2011, other capital
generating exercises undertaken by AIB and EBS Limited and further
burden-sharing measures undertaken with the Group's subordinated
debt holders.

As a result of the proceeds of the Capital Raising and the Capital
Contributions, AIB has now received the necessary capital to meet
the PCAR Requirement.  This has been confirmed by the Central Bank
of Ireland.

                  About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed EUR126.87
billion in total assets, EUR120.01 billion in total liabilities
and EUR6.86 billion total shareholders' equity including non-
controlling interest.


AMERICAN AXLE: Reports $47.9 Million Net Income in 2nd Quarter
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income of $47.90 million on $686.20 million of
net sales for the three months ended June 30, 2011, compared with
net income of $25.30 million on $559.60 million of net sales for
the same period during the prior year.

The Company also reported net income of $84.50 million on
$1.33 billion of net sales for the six months ended June 30, 2011,
compared with net income of $41.50 million on $1.08 billion of net
sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.19 billion
in total assets, $2.55 billion in total liabilities, and a $357.90
million total stockholders' deficit.

"AAM is pleased to report strong sales, earnings and cash flow
results in the second quarter of 2011," said AAM's Co-Founder,
Chairman of the Board and Chief Executive Officer, Richard E.
Dauch.  "AAM continues to benefit from increased production
volumes across many of our major product programs and sustained
improvements in capacity utilization and fixed cost burdens.  As a
result of these favorable trends, we are again increasing AAM's
full year 2011 sales and earnings outlook, with sales now expected
to range from $2.5 billion to $2.6 billion."

                    AAM's Updated 2011 Outlook

Based on updated customer production schedules and other pertinent
information, AAM is again raising its full year 2011 sales and
earnings outlook, with sales now expected to range from $2.5
billion to $2.6 billion.  AAM's updated 2011 outlook is based on
the anticipated launch schedule for AAM's new business backlog,
the continued recovery in market demand for full-size pickups and
SUVs and the assumption that the U.S. Seasonally Adjusted Annual
Rate of light vehicle sales will approximate 13.0 million vehicle
units in 2011.

AAM expects to be profitable and generate adjusted earnings before
interest expense, income taxes and depreciation and amortization
in the range of 14.5% - 15.0% of sales in 2011.

In the first half of 2011, AAM incurred $3.1 million of debt
refinancing and redemption costs.

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

                        http://is.gd/aSGjso

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


ANDERSON NEWS: Creditors Blast Anderson's Tolling Agreement Bid
---------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that creditors of
Anderson News LLC on Monday blasted the Company's proposal in
Delaware bankruptcy court for a two-year tolling agreement that
they say could prevent them from pursuing up to $75 million in
claims.

In a response motion, the creditors, including American Media Inc.
and Bauer Magazine LP, say that Anderson is merely attempting to
protect insiders in the hopes that its severely wounded antitrust
suit against five major magazine publishers and distributors will
provide enough money to cover all claims, according to Law360.

Anderson News LLC is a sales and marketing company for books and
magazines.  In March 2009, Anderson News LLC's creditors filed
petitions for the Company's bankruptcy in the U.S. Bankruptcy
Court for the District of Delaware.  The publishing companies
claimed that Anderson News owes them a combined $37.5 million.


B2KG LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: B2KG, LLC
        1930 North Carson Street
        Carson City, NV 89701

Bankruptcy Case No.: 11-52410

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: John D. Moore, Esq.
                  LAW OFFICES OF MICHAEL B. SPRINGER
                  9628 Prototype Court
                  Reno, NV 89521
                  Tel: (775) 786-7445
                  Fax: (775) 786-7947
                  E-mail: jdmoore@springerlawnevada.com

Scheduled Assets: $1,825,614

Scheduled Debts: $1,457,126

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-52410.pdf

The petition was signed by Gurmukh Singh Badhan, managing member.


BANKATLANTIC BANCORP: Reports $23.4-Mil. 2nd Qtr. Net Income
------------------------------------------------------------
BankAtlantic Bancorp, Inc., reported net income of $23.40 million
on $37.28 million of total interest income for the three months
ended June 30, 2011, compared with a net loss of $51.25 million on
$43.35 million of total interest income for the same period during
the prior year.

The Company also reported net income of $514,000 on $76.78 million
of total interest income for the six months ended June 30, 2011,
compared with a net loss of $71.77 million on $91.13 million of
total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $3.86 billion
in total assets, $3.83 billion in total liabilities, and
$26.23 million in total equity.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "Our results this quarter reflect the strong
operating metrics at BankAtlantic, the gain on the Tampa deposit
and branch sale, and what we believe is the improved economic
environment in Florida.  During the second quarter of 2011,
provisions and charge offs continued to decline, and fewer loans
migrated to default status.  Deposits continue to be strong,
leverage is low, and nonperforming assets are down.  And
importantly, BankAtlantic's regulatory capital ratios, which have
been generally stable and in excess of all regulatory well-
capitalized standards since the downturn began in 2006, improved
significantly during the second quarter of 2011 to levels not only
in excess of all regulatory requirements, but higher than the
ratios were before the onset of the economic downturn."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/6M1ymg

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

                         *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


B.A.R. CONTRACTORS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: B.A.R. Contractors, Inc.
        dba B.A.R. Builders
        125 S. Linden Ave.
        South San Francisco, CA 94080

Bankruptcy Case No.: 11-32771

Chapter 11 Petition Date: July 28, 2011

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

Judge: Thomas E. Carlson

Debtor's Counsel: Suzan Yee, Esq.
                  TSAO-WU, CHOW AND YEE
                  685 Market St. #460
                  San Francisco, CA 94105
                  Tel: (415) 777-1688
                  E-mail: syee@ix.netcom.com

Scheduled Assets: $2,384,137

Scheduled Debts: $2,772,091

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-32771.pdf

The petition was signed by Carnia Yan, president.


BARREL STOP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Barrel Stop Winery, LLC
        dba Dominari
        P.O. Box 5060
        Napa, CA 94581

Bankruptcy Case No.: 11-12824

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-12824.pdf

The petition was signed by Marie Schutz, managing member.


BELTWAY 8: FST Watermarke Objects to Reorganization Plan
--------------------------------------------------------
FST Watermarke LLC objects to the approval of the plan of
reorganization filed by Beltway 8 Associates, Limited Partnership
d/b/a Watermarke Apartments.

FST alleges that the treatment of its claims violates 11 U.S.C.
Section 1129(b)(2)(a) based on the following:

    (a) the Plan pays the cash and accounts in the Debtor's
        possession as of the Effective Date to parties other than
        FST without providing FST the indubitable equivalent with
        respect to such cash or FST retaining its lien in such
        cash and account.  In fact, the Plan proposes to consume
        cash and pay professional fees and unsecured creditors;

    (b) the Plan does not provide that FST will receive deferred
        cash payments totaling at least the allowed amount of such
        claim of a value, as of the Effective Date of the Plan,
        equal to FST's interest in the estate's interest in such
        property;

    (c) the Plan authorizes the distribution of property after
        the Effective Date to the holders of Equity Interest in
        contravention of the FST lien on property; and

    (d) the Plan, as written, requires FST to basically receive
        interest only payments for five years at a below market
        interest rate, pay the property tax claims over five years
        and allow all excess money to be distributed to the Equity
        Interest holders of the Debtor.

The Plan, according to FST Watermarke, violates 11 U.S.C. Section
1129(a)(11), inasmuch as confirmation of the Plan is likely to be
followed by the liquidation or the need for further financial
reorganization.  The violation of Section 1129(a)(11), it says, is
due to:

    (a) the Debtor may only be able to make the monthly payments
        if the Plan rate is 6% or less;

    (b) inasmuch as the Debtor is authorized to distribute funds
        to the holders of Equity Interests, it is unlikely that
        the Debtor will be able to refinance the property on the
        maturity of the new note; and

    (c) the Plan provides for no cash reserves for the Debtor as
        reserves for replacement, equity to obtain refinancing or
        in the event capital repairs are needed to the property.

                        The Chapter 11 Plan

Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana scheduled a hearing on Sept. 30, 2011, at
10:00 a.m., to consider confirmation of Beltway 8 Associates'
Chapter 11 plan.

As noted in the May 6, 2011, edition of the Troubled Company
Reporter, the Plan proposes to pay creditors 100% of their allowed
claim.  Holders of general unsecured creditors, owed $2.2 million,
will recover on the effective date of the Plan cash payment from
the Debtor equal to 50% of their allowed claim and the remaining
balance of each allowed general unsecured claim will then bear
interest from the Effective Date until paid at the rate of 4% per
annum.  The remaining balance of principal and accrued interest
due to each unsecured holders will then be due and payable by the
Debtor as a lump sum payment one year after the occurrence of the
Effective Date.  Holders of equity interest will retain their
interest but will not receive any distributions under the Plan.

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BERNARD L MADOFF: $245-Mil. Suit vs. Cohmad Moves Forward
---------------------------------------------------------
Nick Brown at Reuters reports that Judge Burton Lifland of the
U.S. Bankruptcy Court for the Southern District of New York denied
a bid by Cohmad Securities Corp to dismiss a $245 million lawsuit
from the trustee in charge of recovering money for victims of
Bernard Madoff's Ponzi scheme.

According to the report, in an order filed in the Court, Judge
Lifland let the case go forward, saying trustee Irving Picard has
asserted valid claims.

Mr. Picard is looking to recover profits earned by Cohmad through
investment with Madoff's fund.  The trustee has filed dozens of
cases against investors who earned profits that are allegedly
illegitimate because of the fraudulent nature of Madoff's fund.

                      About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L MADOFF: JPMorgan, UBS Seek to Nix $21-Bil. Claims
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that citing a recent
favorable court ruling, JPMorgan Chase & Co. and UBS AG asked a
New York federal judge on Monday to toss claims against them
totaling $21 billion brought by the bankruptcy trustee overseeing
the liquidation of imprisoned Ponzi schemer Bernard L. Madoff's
investment firm.

Law360 relates that the banks argue that the court should nix the
common law claims against them, pointing to last week's decision
by U.S. District Judge Jed S. Rakoff, in which he ruled that
trustee Irving H. Picard's similar claims against HSBC Holdings.

                     About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BLACK GAMING: Mesquite Gaming Emerges From Bankruptcy
-----------------------------------------------------
DVT Online reports that Randy Black, the face of Black Gaming for
years, told Mesquite city council last Tuesday a reorganized
Mesquite Gaming will emerge from bankruptcy Aug. 1 and the
corporation will be "substantially better off than it ever has
been."

According to the report, Black Gaming will contribute all of its
assets, including equity interest in its subsidiaries, to Mesquite
Gaming.  Black Gaming will be dissolved and all equity interests
in Black Gaming will be extinguished.

Reorganization compelled the corporation to convert three of the
subsidiaries from Nevada corporations to Nevada limited-liability
companies.  The subsidiaries are:

   * Virgin River Casino Corporation, which will convert into
     VRCC, LLC;

   * B & BB, Inc., which will convert into C & HRV, LLC and

   * R. Black, Inc., which will convert into 5.47 RBI, LLC.

The report notes those changes prompted Mesquite Gaming to shift
city licenses from the old subsidiaries to the new ones.  Black,
his partners and attorneys were on hand with a request to approve
two gaming licenses and two full liquor off-sale licenses for two
of the subsidiaries and a tavern liquor license/restaurant with
service bar license for CasaBlanca Golf Course.

Council voted 4-0-1 -- council member Kraig Hafen abstaining -- to
approve all five agenda item requests.

The report notes, last week, the Nevada Gaming Commission gave
approval to Mesquite Gaming to operate the CasaBlanca, the Virgin
River and the Oasis.  The new company is owned 40 percent by
Newport Global Advisors, an investment company from Texas.
Anthony Toti, CEO of Mesquite Gaming, will own 25 percent, while
the Michael Gaughan family will also own 25 percent.  Black has a
10 percent share of the new company.

Members of the board of Mesquite Gaming include Toti, Black,
Tomothy T. Janszen and Ryan Langdon of Newport Global Advisors,
and Katherine Banuelos, representing the Gaughan family.

                         About Black Gaming

Headquartered in Las Vegas, Nevada, Black Gaming, LLC, is a
holding company and is an owner and operator of three gaming
entertainment properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-13301) on March 1, 2010.  Gregory E. Garman,
Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist
the Company in its restructuring effort.  Kurtzman Carson
Consultants is the Company's claims and notice agent.  In its
petition, the Company estimated $10 million to $50 million in
assets and $100 million to $500 million in debts.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BOND RANCH: Nothing to Reorganize, Wants Case Dismissal
-------------------------------------------------------
The Bond Ranch at Del Rio Springs, LLC, asks the U.S. Bankruptcy
Court for the District of Arizona to dismiss its Chapter 11
bankruptcy case.

The Debtor notes that on March 14, 2011, the Court granted Brown
and O'Rear (the senior secured creditors on the primary asset)
stay relief to foreclose on the primary asset -- approximately
3,000 acres of undeveloped real property of a planned area
development located in the Town of Chino Valley in Northern
Arizona.  Under that stay relief order, Bond Ranch's primary asset
was foreclosed on April 1, 2011, and the Debtor no longer has
ownership or control of the primary asset.

The Debtor explains that there is nothing to reorganize and its
main business purpose no longer exists.

             About The Bond Ranch at Del Rio Springs

The Bond Ranch at Del Rio Springs LLC, filed for Chapter 11
protection in Phoenix (Bankr. D. Ariz. Case No. 10-
10174) on April 8, 2011.  The Debtor, also known as The Bond Ranch
and as Del Rio Springs, estimated assets of $50 million to $100
million and debts ranging from $10 million to $50 million.


BPP TEXAS: Citizens Bank Opposing Plan Confirmation
---------------------------------------------------
Citizens Bank of Pennsylvania, a creditor of BPP Texas, LLC, et
al., is asking the bankruptcy court deny confirmation of the
Debtors' Second Amended Joint Consolidated Plan Of Reorganization
dated June 14.

In a document filed July 19, Citizens Bank told the Court that the
Debtors fail to carry their burden of proving that the Plan meets
all the requirements of Section 1129 of title 11 of the U.S. Code
(as amended).  The Plan, according to the creditor, fails to meet
the Code's requirements, among other things:

   1. The Plan violates the absolute priority rule and is
   otherwise not "fair and equitable."

   2. If the Debtors do have assets of a value sufficient to now
   distribute to Citizens about $70.8 million on the Effective
   Date (and another $2,000,000 or so to distribute on the
   Effective Date to the other holders of claims and
   administrative expenses), Citizens is entitled to pendency
   interest and its reasonable fees, costs and other charges, here
   totaling more than $5.0 million.  The Plan fails to provide
   for that sum in any way.

   3. Even if, by some calculation, the Debtors' delivery to
   Citizens on the Effective Date of a new cram-down note secured
   by assets worth at most  $55 million is deemed to constitute
   the delivery of $70.8 million of value on the Effective Date,
   the interest rate paid on the deferred payments called for by
   that note does not fairly compensate Citizens for the time
   value of money plus the risk of default.

   4. The Debtors admittedly need to generate about $74 million of
   sales proceeds to make the required Plan payments, but allow
   their insiders to buy the Properties (together, or one by one)
   for release prices equal to a fraction of that.

   5. The Plan discriminates against Citizens' deficiency claim.

   6. The Plan fails to make clear whether the many other
   customary covenants and other provisions that protect
   Citizens's credit and collateral will be retained, stripped
   away or somehow modified. The Plan is therefore not fair and
   equitable in this additional respect.

                        Minor Plan Changes

BPP Texas, LLC, et al., on July 25, 2011, notified the U.S.
Bankruptcy Court for the Eastern District of Texas of a plan
modification number 2 to the Second Amended Joint Consolidated
Plan of Reorganization dated as of June 14.

The Court approved the disclosure statement explaining the Plan on
June 15.

Since the Disclosure Statement approval, and given issues that
have arisen, the Debtors find it appropriate to modify the Plan
which, as the Debtors submit, does not unfairly or unfavorably
change the treatment of any given creditor or class under the
Plan.

Plan modification number 2 added these language to the end of
section 4.2.3 of the Plan:

   "Notwithstanding the foregoing and notwithstanding anything to
   the contrary in the Plan, the Travis County Tax Assessor-
   Collector (for and on behalf of the following taxing
   authorities: Travis County, City of Austin, Travis County
   Healthcare District dba Central Health, Austin Community
   College, and Austin Independent School District) (collectively,
   "Travis County") need not provide notice of any failure or
   default under the Plan to the Reorganized Debtors.  Travis
   County may, upon the Reorganized Debtors' failure to pay Travis
   County as required by the Plan, enforce any and all of rights,
   remedies, and liens against the Reorganized Debtors and their
   properties without need for the transmission of any notice of
   failure or of default to the Reorganized Debtors and without
   need for providing the Reorganized Debtors any cure period
   under the Plan."

                          About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  In its schedules, BPP Texas disclosed $3,731,144 in
assets and
$65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BRAND MANAGEMENT: Files List of 6 Largest Unsecured Creditors
-------------------------------------------------------------
Brand Management Services Inc. filed a consolidated list of the
Debtors' creditors holding the six largest unsecured claims:

   Creditor                   Nature of Claim   Amount of Claim
   --------                   ---------------   ---------------
A Best Management Inc.        Loan from                $219,026
129 South 8th Street          affiliated company
Brooklyn, NY 11211

County Agency Inc. 129        Loan from                $205,833
South 8th Street              affiliated company
Brooklyn, NY 1211

Sentry Insurance Company      Insurance premiums     $9,000,000
PO Box 88372
Wilwaukee, WI 53288-0372

US Management Inc.            Loan from affiliated     $269,917
129 South 8th Street          company
Brooklyn, NY 11211

Value Management              Loan from affiliated      $83,000
129 South 8th Street          company
Brooklyn, NY 11211

Harold Weber, 461             Loan                     $749,333
Bedford Avenue
Brooklyn, NY 11211

Brand Management Services Inc., based in Brooklyn, New York, filed
for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 11-46230) on
July 20, 2011.  Judge Joel B. Rosenthal presides over the case.
Avrom R. Vann, P.C., serves as bankruptcy counsel.  In its
petition, the Debtor estimated assets of $500,001 to $1 million,
and debts of $500 million to $1 billion.  The petition was signed
by Harold Weber, president.


BROTHER SONNY: Status Conference Scheduled for Oct. 11
------------------------------------------------------
The Bankruptcy Court will hold a status conference in the Chapter
11 case of Brother Sonny, LLC, on Oct. 11, 2011, at 10:00 a.m. at
BAM-Courtroom 3, Foley Federal Bldg.

Brother Sonny, LLC, in Boulder City, Nevada, is a land developer
and constructor of residential homes.  It filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-21798) on July 27, 2011.
Judge Bruce A. Markell presides over the case.  Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Randolph Schams, director of Rancris, Inc., its manager.


BROTHER SONNY: Sec. 341 Creditors' Meeting Set for Sept. 1
----------------------------------------------------------
The United States Trustee for the District of Nevada will convene
a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341 in the
Chapter 11 case of Brother Sonny, LLC, on Sept. 1, 2011, at 01:00
p.m. at 341s - Foley Bldg, Room 1500.

The last day to file proofs of claim is on Nov. 30, 2011.

Brother Sonny, LLC, in Boulder City, Nevada, is a land developer
and constructor of residential homes.  It filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-21798) on July 27, 2011.
Judge Bruce A. Markell presides over the case.  Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million. The petition was signed
by Randolph Schams, director of Rancris, Inc., its manager.


BROTHER SONNY: Hiring Schwartzer & McPherson as Bankr. Counsel
--------------------------------------------------------------
Brother Sonny, LLC, seeks authority from the Bankruptcy Court to
employ the Schwartzer & McPherson Law Firm as its Chapter 11
counsel.  Lenard E. Schwartzer, Esq., and Jeanette E. McPherson,
Esq., will lead the engagement.  Mr. Schwartzer charges $500 per
hour for his services.  The firm has received a $50,000 retainer.

Brother Sonny, LLC, in Boulder City, Nevada, is a land developer
and constructor of residential homes.  It filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-21798) on July 27, 2011.
Judge Bruce A. Markell presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million. The petition was signed by Randolph Schams, director of
Rancris, Inc., its manager.


BROTHER SONNY: Seeks Authority to Assume $669T Polen Contract
-------------------------------------------------------------
Brother Sonny, LLC, seeks authority from the Bankruptcy Court to
assume the Residential Purchase Agreement the Debtor entered into
with Mike and Carolyn Polen for the purchase of real property
located at 391 Renaissance Court in Boulder City.  The property is
located in Tuscany Retreat, the Debtor's current project
consisting of 47 single story homes near the Lake Mead National
Recreation Area.  The Tuscany Retreat lots are encumbered by a
$3.5 million loan from CraneVeyor Corp.  The Polens paid $669,950
for the property.  Upon closing of the property, the Debtor
estimates CraneVeyor would be paid $268,739 from the sale
proceeds.  The Debtor would also pay in full various
subcontractors having mechanics' liens on the property from the
sale proceeds.

Brother Sonny, LLC, in Boulder City, Nevada, is a land developer
and constructor of residential homes.  It filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-21798) on July 27, 2011.
Judge Bruce A. Markell presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million. The petition was signed by Randolph Schams, director of
Rancris, Inc., its manager.


BUILDERS FIRSTSOURCE: Files Form 10-Q; Posts $15.4MM Loss in Q2
---------------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $15.48 million on $206.39 million of sales for the
three months ended June 30, 2011, compared with a net loss of
$19.04 million on $211.48 million of sales for the same period a
year ago.

The Company also reported a net loss of $36.73 million on
$369.22 million of sales for the six months ended June 30, 2011,
compared with a net loss of $50.42 million on $372.85 million of
sales for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $396.79
million in total assets, $269.88 million in total liabilities and
$126.91 million in total stockholders' equity.

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

                        http://is.gd/ZuRIAh

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


CASCADE BANCORP: Swings to $2-Mil. Profit in Second Quarter
-----------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $2.01 million on $17.71 million of total interest income for
the three months ended June 30, 2011, compared with a net loss of
$337,000 on $22.11 million of total interest income for the same
period a year ago.

The Company also reported net income of $33.05 million on
$36.01 million of total interest income for the six months ended
June 30, 2011, compared with a net loss of $11.61 million on
$44.97 million of total interest income for the same period during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.56 billion
in total assets, $1.35 billion in total liabilities and $212.61
million in total stockholders' equity.

Patricia L. Moss, Chief Executive Officer commented, "We are
pleased our second quarter results reflect a very strong capital
position and continued progress at Bank of the Cascades.  We are
well positioned to make quality loans to support our customers and
help grow the economic vitality of our communities.  While many of
our regional economies remain challenged, our focus is on
partnering with our local businesses and neighbors to provide the
full range of banking services including lending programs to help
build a healthy financial future."

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

                        http://is.gd/QTuoP7

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.


CELL THERAPEUTICS: Has $12.93 Million Net Loss in June
------------------------------------------------------
Cell Therapeutics, Inc., is providing the information pursuant to
a request from the Italian securities regulatory authority,
CONSOB, pursuant to Article 114, Section 5 of the Unified
Financial Act, that the Company issue at the end of each month a
press release providing a monthly update of certain information
relating to the Company's management and financial situation.

According to the report, the Company incurred a net loss
attributable to common shareholders of $12.93 million for the
month ended June 30, 2011.

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

                        http://is.gd/c3ETTB

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.


CENTRAL FALLS, R.I.: Moody's to Review G.O. Bond's 'Caa1'
---------------------------------------------------------
Moody's Investors Service has placed the City of Central Falls'
(RI) Caa1 General Obligation bond rating on review for possible
downgrade, affecting approximately $20.8 million in outstanding
debt.

STRENGTHS

- Active state oversight of the city's bankruptcy proceedings,
  financial operations and cash flow in an effort to avoid a
  default

- The state's ability to intercept aid due to the city, from the
  state, which could mitigate potential bondholder losses

CHALLENGES

- One of the three pension plans covering City employees is
  expected to discontinue payments to 56 retirees by October of
  2011 without additional funding or significant concessions for
  current employees and retirees.

- Small tax base and weak demographic profile constrain the city's
  ability to raise sufficient revenues to close its structural
  gap. Central Falls is the poorest city in the state and had an
  unemployment rate of 15.2% in May

- Reliance on market access, untested at this rating level, for
  short-term borrowing to fund operations and pay debt service

- Lack of progress toward sustainable long-term solutions to
  stabilize the city's financial position

SUMMARY RATINGS RATIONALE

Central Falls' rating has been placed on review for possible
downgrade following the city's filing for federal bankruptcy
protection under Chapter 9 earlier today. The rating action
reflects the uncertainty of the timing and outcome of bankruptcy
proceedings, despite recently-enacted state legislation which may
strengthen bondholder security by establishing a priority for
general obligation bond and note payments over other obligations.
Under the legislation, cities, towns and districts are required to
dedicate property taxes and other general revenues to pay debt
service before any other claims or payments. It is unclear how the
federal court will treat the tenets of this new law in a
bankruptcy proceeding.

The Caa1 rating reflects the city's short-term cash flow and
operating strain, which has increased pressure to secure
additional external liquidity to fund operations in fiscal 2012
and achieve progress toward addressing long-term structural
imbalance and the near-depletion of its pension system.

Recent debt service payments have been made on time and in full,
including the $1.5 million Tax Anticipation Note (TAN) due June 30
and the $473,302 debt service payment due on July 15, and the city
reports sufficient cash on hand to meet roughly $200,000 in debt
service obligations through September. One of the city's pension
funds is expected to cease payments to 56 retirees in October. The
city expects to be able to adjust health care benefits to current
and retired employees under bankruptcy protection, producing some
savings although not enough to eliminate the $5.6 million deficit
projected for the fiscal 2012 budget. Additional savings changes
are expected to be proposed in the bankruptcy plan submitted by
the city's state-appointed overseer. Although cash flow is
currently sufficient to meet near-term debt service payments, the
city has historically been an annual TAN borrower. Near term
liquidity and longer-term solvency concerns may impede the city's
ability to raise funds.

Central Falls' bankruptcy plan is still developing and the city
expects to submit its plan

to the bankruptcy court within 30 days. Maintenance of long-term
credit strength will depend on the successful development of the
plan that provides structural balance and long-term financial
strength. Significant reductions in active employee and retiree
benefits are expected to be necessary to balance the fiscal 2012
and future budgets. There is significant uncertainty surrounding
the approval of the city's plan and the viability of the state
legislation establishing a priority lien for bondholders and is
likely to be subject to a legal challenge. The level of state
involvement and support will also be an important factor in
evaluating long-term credit strength. Should bankruptcy
proceedings be prolonged and a plan significantly delayed, the
city is likely to face additional operating deficits and strain on
liquidity with increased risk of a debt service default.

WHAT COULD MAKE THE RATING GO UP:

- Timely adoption of a bankruptcy plan that preserves priority
  lien of city's general revenues for bondholders

- Improved funding for long-term liabilities

- Exit from bankruptcy with structurally balanced budget

WHAT COULD MAKE THE RATING GO DOWN:

- Prolonged bankruptcy proceedings that result in further
  financial deterioration and risk of default

- Inability to improve funding long-term liabilities including
  pension and health care

- Inability to access external funding needed to fund current year
  expenditures

- Successful legal challenges to bankruptcy plan or state
  legislation providing priority lien for bondholders

KEY STATISTICS

2008 Population (Census Projection): 18,683 (-1.3% since 2000)

2011 Full value: $439 million (down 45% from the prior year)

Full value per capita: $23,498

Overall debt burden: 5.4%

Payout of principal (10 years): 76%

Fiscal 2010 Unreserved General Fund balance: $-2.2 million (-14%
of General Fund revenues)

Median Family Income as % of Rhode Island, as % of US: 50.9%,
53.6%

Per Capital Income as % of Rhode Island, as % of US: 49.9%, 50.1%

Debt outstanding: $20.8 million

Unfunded pension liability: $80 million

The principal methodology used in this rating General Obligation
Bonds Issued by U.S. Local Governments published in October 2009.
Please see the Credit Policy page on www.moodys.com for a copy of
this methodology.


CENTRAL FALLS, R.I.: Chapter 9 Case Summary & Creditors' List
-------------------------------------------------------------
Debtor: The City of Central Falls, Rhode Island
        580 Broad Street
        Central Falls, RI 02863
        Tel: (401) 727-7400

Bankruptcy Case No.: 11-13105

Chapter 9 Petition Date: August 1, 2011

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Frank Bailey

About the Debtor: Chapter 9 filing was made after former Rhode
                  Island Supreme Court Judge Robert Flanders,
                  state-appointed receiver for the city of
                  Central Falls, was unable to negotiate
                  significant concessions from unions
                  representing police officers, firefighters and
                  other city workers.  The city grappled with an
                  $80 million unfunded pension and retiree health
                  benefit liability that is nearly quadruple its
                  annual budget of $17 million.

                  Central Falls is a city in Providence County,
                  Rhode Island.  The population was 18,928 at the
                  2000 census.  The city of Central Falls is the
                  smallest and most densely populated city in
                  Rhode Island.

Debtor's Counsel: Theodore Orson, Esq.
                  ORSON AND BRUSINI LTD.
                  325 Angell Street
                  Providence, RI 02906
                  Tel: (401) 223-2100
                  Fax: 861-3103
                  E-mail: torson@orsonandbrusini.com

The Chapter 9 petition was signed by Robert G. Falnders, Jr.,
receiver of the City of Central Falls.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cardi Corporation                  Trade Debt              $80,829
400 Lincoln Avenue
Warwick, RI 02888

Ri Resource Recovery Corporation   Trade Debt              $48,564
P.O. Box 847475
Boston, MA 02228-4747

Pawtucket Water Supply Board       Utility                 $36,876
P.O. Box 1111
Providence, RI 02901-1111

National Grid                      Utility                 $34,789

Petro Commercial Services          Trade Debt              $22,406

RI Division of Taxation Excise Tax Trade Debt              $21,110
Division/Realty

Ursillo, Teitz & Ritch, Ltd.       Trade Debt              $12,308

Roger Williams University          Trade Debt              $12,095

One Communications Corp.           Trade Debt              $11,830

Dennis K. Burke, Inc.              Trade Debt              $11,082

RI Inter-Local Trust Risk          Trade Debt               $9,643
Management

RI Traffic Tribunal                Trade Debt               $8,915

Narragansett Bay Commission        Utility                  $7,785

University of Massachusetts Boston Trade Debt               $6,565

Alliance Benefit Group             Trade Debt               $6,200

Brown's River Marotti Co           Trade Debt               $6,052

Rhode Island State Crime (URI)     Trade Debt               $5,925

CBE Technologies LLC               Trade Debt               $5,762

Verizon Wireless                   Trade Debt               $5,525

WB Mason                           Trade Debt               $5,192


CIRCLE DRIVE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Circle Drive, LLC
        P.O. Box 5156
        Salisbury, NC 28147

Bankruptcy Case No.: 11-51170

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: Edwin H. Ferguson, Jr., Esq.
                  FERGUSON, SCARBROUGH, HAYES, HAWKINS
                  P.O. Box 444
                  Concord, NC 28025-0444
                  Tel: (704) 788-3211
                  Fax: (704) 784-3211
                  E-mail: ehfafd@fspa.net

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncmb11-51170.pdf

The petition was signed by Timothy D. Smith, member-manager.


COLONIAL BANCGROUP: Financial Firms, PwC Fight Claims Over Fraud
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that a bevy of Wall
Street firms that sold Colonial BancGroup Inc. securities and its
former auditor PricewaterhouseCoopers LLP tried to snuff a
putative class action in Alabama on Monday alleging they had a
role in a massive fraud that toppled Colonial.

According to Law360, underwriter defendants including Banc of
America Securities LLC, Deutsche Bank Securities Inc. and Morgan
Stanley & Co. Inc. moved to dismiss claims they misled Colonial
investors about the quality of Colonial Bank's mortgage portfolio
and business practices.

About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup Inc.
(NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary.
Colonial Bank -- http://www.colonialbank.com/-- operated 354
branches in Florida, Alabama, Georgia, Nevada and Texas with over
$26 billion in assets.  On Aug. 14, 2009, Colonial Bank was seized
by regulators and the Federal Deposit Insurance Corporation was
named receiver.  The FDIC sold most of the assets to Branch
Banking and Trust, Winston-Salem, North Carolina.  BB&T acquired
$22 billion in assets and assumed $20 billion in deposits of the
Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to
the Debtor.  The Debtor disclosed $45 million in total assets and
$380 million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the bankruptcy judge signed a confirmation order
approving Colonial BancGroup's Chapter 11 plan over objection from
the Federal Deposit Insurance Corp.


COLOWYO COAL: S&P Affirms 'BB-' Rating on $92.8-Mil. Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Colowyo Coal Funding Corp.'s $92.8 million 9.56% amortizing bonds
due Nov. 15, 2011 (about $11.5 million outstanding) and $100
million 10.19% amortizing bonds due Nov. 15, 2016 ($100 million
outstanding). "At the same time, we changed the outlook to stable
from negative to reflect the recent stability in operations," S&P
said.

"The project has operated since 2009 with no draws on its debt
service letter of credit, which increases our confidence in future
operations and lowers the break-even coverage level in future
years," said Standard & Poor's credit analyst Matthew Hobby.

The Colowyo project essentially securitizes revenue from several
long-term coal sales contracts expiring in 2017, net of transfer
payments to the project's owner. The trustee is the Bank of New
York Mellon.

"The rating reflects our concerns regarding the project's credit
profile. Debt service coverage requires that the project deliver
contracted amounts and quality of coal to the offtaker. Failure to
do so can result in revenue shortfalls. For example, in the first
half of 2008, the project's low quality led to reduced revenue,
low coverage (0.71x), and a large draw on liquidity. Volatile
coverage is a significant credit concern because liquidity is not
generally replenished when coverage exceeds 1x. Another concern is
that the coal sales contracts' broadly defined force majeure
clause allows purchasers to take less coal during force majeure
events such as forced outages at power plants," S&P said.

"We balance these concerns against factors that are strengths at
the 'BB-' rating level. The long-term coal sales contracts between
the Colowyo mine and the Craig Station power generating facility
provide some cash flow stability, as demonstrated in financial
performance since 2009. Also, if debt service coverage remains at
historic levels of near 1x, then the debt service LOC would likely
provide sufficient liquidity through the debt's maturity," S&P
related.

"The recovery rating on the senior secured credit facilities is
'3', indicating our expectation of meaningful (50% to 70%)
recovery of principal if a payment default occurs," S&P said.

The stable outlook on the ratings reflects satisfactory operations
since 2009 that have not required any draws on the debt service
LOC. "Each year of stable operations increases our confidence in
future years' operations while lowering the break-even coverage
level in the remaining years of debt repayment. We would view any
material draws on the debt service LOC negatively. We estimate
that the LOC would be adequate to pay debt service even if the
project maintained coverage levels no better than 0.90x," S&P
added.


CONSUMER HEALTH: Takes $2.4 Million Hit in Marketing Fraud Case
---------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that two bankrupt
companies accused of offering a fraudulent discount medical plan
disguised as health insurance were hit Tuesday in Massachusetts
state court with $2.4 million in restitution, civil penalties and
attorneys' fees.

The court ordered Consumer Health Benefit Association and National
Benefits Consultants LLC to pay about $587,000 in restitution to
Massachusetts consumers, $1.8 million in civil penalties to the
commonwealth and $99,000 in attorneys' fees, according to a
statement from Massachusetts Attorney General Martha Coakley.


COREPLUS LLC: Files for Chapter 11; Lab Maintains Operations
------------------------------------------------------------
CorePlus, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 11-31611) in Miami, Florida, on Aug. 1.

Paul Brinkmann at South Florida Business Journal reports that
CorePlus LLC is a pathology laboratory run by Mariano de Socarraz
of Miami.  The lab focuses on analysis of biopsies.

According to the report, Mr. de Socarraz was hit with a
foreclosure lawsuit in May over business loans totaling
$5.8 million from Executive National Bank.  The bankruptcy filing
will stall the foreclosure lawsuit, at least temporarily.

De Socarraz said in a statement to the Business Journal that there
would be no disruption in operations.

"CorePlus ... has sought Chapter 11 bankruptcy protection due to
economic conditions in the marketplace and other factors which are
a matter of public record.  It is the intention of the company to
move quickly through the reorganization process and to emerge a
strong and profitable entity," the statement said.

The foreclosure suit also named CorePlus LLC and Miami Lakes LLC,
the owner of the office condo at 7426 S.W. 48th St., where
CorePlus is located.

On its bankruptcy petition CorePlus declared $4.96 million in
assets and $2.58 million in debt.


DANIEL HENDON: Files for Ch. 11 as Personal Debts Exceed $300MM
---------------------------------------------------------------
Daniel Hendon late last month sought chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-21164).

J. Craig Anderson at the Arizona Republic reports that Daniel
"Danny" Hendon, founder of Danny's Family Companies and dozens of
other local businesses, said in its personal bankruptcy petition
that he has about $317 million in debts.

According to the report, among them is a $150 million claim by the
state of Arizona, labeled "piercing corporate veil allegation."
It refers to a state law that says individuals can be held
personally liable for some corporate obligations if they fail to
follow certain rules.

The Arizona Republic notes that in addition to the state's claim,
Mr. Hendon's petition lists about $108 million in business debts
for which he had made personal guarantees of repayment.
Mr. Hendon's "secured" debts, generally the first to be paid back
in a bankruptcy proceeding, total about $20 million, according to
the documents.  They include $7.4 million on Hendon's home in
Paradise Valley and $12.8 million on his home in Corona del Mar,
Calif.

Mr. Hendon's personal net worth is $10.5 million, based on equity
in the two homes.

Mark J. Giunta of Phoenix represents Mr. Hendon.  Bryan Murphy and
Andrew Abraham represents the state in the bankruptcy case.

According to the Arizona Republic, the bankruptcy case of Mr.
Hendon, a well-known entrepreneur and Arizona native who owns car
washes and other businesses throughout the Valley, has been merged
with 24 other Chapter 11 reorganization efforts filed by various
Hendon-owned companies, most of them in the first quarter of 2010.


DJSP ENTERPRISES: DAL Completes $2.5 Million Sale of Timios Unit
----------------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., on
July 29, 2011, completed the sale of all of the outstanding shares
of its subsidiary, Timios, Inc., to Timios Acquisition Corp., a
subsidiary of Homeland Security Capital Corporation.  Timios
provides services including settlement services and asset
valuation, including but not limited to title insurance and escrow
services, from its multiple locations strategically placed for
time-zone sensitive fulfillment.

Pursuant to the purchase agreement, dated May 27, 2011, between
HSCC, TAC, Timios, and DAL, as consideration for the Shares, TAC
will pay an aggregate purchase price equal to the sum of the
following: $1.15 million in cash paid at the closing of the
transaction, and up to approximately $1.35 million to be paid as a
fixed percentage of net revenue until the full amount is paid.

Effective Aug. 1, 2011, DJSP accepted the resignation of John
Turtora as Controller and Chief Accounting Officer of the Company.
Mr. Turtora resigned his positions with the Company to permit him
to accept a position with another employer.

                       About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DOT VN: Delays Filing of Annual Report on Form 10-K
---------------------------------------------------
Dot VN, Inc., informed the U.S. Securities and Exchange Commission
that it is unable to file the Form 10-K for the year ending
April 30, 2011, within the prescribed period, because during the
final review of such period's results, it was decided by the
Company and its auditors that a Vietnamese variable interest
entity managed by the Company for which it is the primary
beneficiary should be consolidated into the Company's financial
statements.  The Company said this matter could not be resolved by
the required filing date without unreasonable effort and expense.

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2011, showed $2.74 million
in total assets, $10.92 million in total liabilities and $8.18
million in total shareholders' deficit.

Dot VN reported a $7.3 million net loss on $1.1 million of
revenues for the fiscal year ended April 30, 2010, compared with a
$5.4 million net loss on $1.0 million of revenues for the same
period a year ago.

Following the Company's results for fiscal 2010, Chang G. Park CPA
expressed substantial doubt against Dot VN's ability to continue
as a going concern, citing the Company's losses from operations.


DYNEGY INC: Judge Allows Dynegy to Proceed with Restructuring
-------------------------------------------------------------
American Bankruptcy Institute reports that Dynegy Holdings Inc.
can move forward with a restructuring plan that emerged after Carl
Icahn's failed acquisition attempt that will provide about
$1.7 billion in new financing and allow the electricity generation
company to avoid filing for bankruptcy.

                     $1.7-Bil. Restructuring

Vice Chancellor Donald Parsons of Delaware's Court of Chancery on
July 29 thumbed down the request of Public Service Enterprise
Group Inc. for an order to hold up Dynegy Inc.'s planned $1.7
billion restructuring.  The judge said PSEG, which leases plants
to Dynegy, failed to show it is likely to succeed on the merits of
claims that Dynegy's restructuring would run afoul of contract
protections.  Judge Parsons also found it unlikely Dynegy's
restructuring would later be found to be a fraud on creditors.

Earlier in July, Dynegy launched a $1.7 billion loan package tied
to a planned corporate restructuring.  The corporate-debt
restructuring will be managed by investment bank, Credit Suisse.
Under the proposal, the company will split its coal and natural-
gas generating assets into two separate entities that will be
bankruptcy remote from the parent holding company, Dynegy Holdings
Inc.  The new companies could be sold or pay dividends to
shareholders even if the holding company eventually defaults on
its $3 billion of bonds.

PSEG, which is owed $790 million by Dynegy in lease payments, sued
in Delaware Court of Chancery to block the reorganization on the
grounds that it "fraudulently transfers" assets away from the
parent holding company, which guarantees the leases.  LibertyView
Capital Management, which owns $30 million of Dynegy bonds, is
pursuing a similar action in New York.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                          Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                       Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                         *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following today's announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Sabatelle.


DYNEGY INC: Carolyn Stone Assumes SVP and CAO Positions
-------------------------------------------------------
Carolyn J. Stone, former Senior Vice President and Treasurer of
Dynegy Inc., assumed the role of Senior Vice President and Chief
Accounting Officer.  In this role she serves as Dynegy's Principal
Accounting Officer and is responsible for management of Dynegy's
financial and operational accounting function and external
reporting functions, as well as Dynegy's accounting policies and
procedures.  She replaces Tracy A. McLauchlin who, as previously
reported, departed Dynegy on June 23, 2011.

Ms. Stone, 39, has served as Senior Vice President and Treasurer
since March 2009.  She previously served as Senior Vice President
and Controller from December 2005 to March 2009, Managing Director
and Controller of Generation Accounting from August 2005 to
December 2005 and Managing Director and Assistant Corporate
Controller from November 2004 to August 2005.  Prior to joining
Dynegy in 2001, she joined PricewaterhouseCoopers LLP in 1995 and
served as Manager from July 1999 to November 2001.

She was not appointed pursuant to any arrangement or understanding
between herself and any other person.  There are no relationships
between Ms. Stone and Dynegy that would require disclosure
pursuant to Item 404(a) of Regulation S-K.

Mario Alonso, former Vice President, Strategic Planning & Corp
Business Development, assumed the role of Vice President and
Treasurer effective July 26, 2011.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                          Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                       Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                     $1.7-Bil. Restructuring

Vice Chancellor Donald Parsons of Delaware's Court of Chancery on
July 29 thumbed down the request of Public Service Enterprise
Group Inc. for an order to hold up Dynegy Inc.'s planned $1.7
billion restructuring.  The judge said PSEG, which leases plants
to Dynegy, failed to show it is likely to succeed on the merits of
claims that Dynegy's restructuring would run afoul of contract
protections.  Judge Parsons also found it unlikely Dynegy's
restructuring would later be found to be a fraud on creditors.

Earlier in July, Dynegy launched a $1.7 billion loan package tied
to a planned corporate restructuring.  The corporate-debt
restructuring will be managed by investment bank, Credit Suisse.
Under the proposal, the company will split its coal and natural-
gas generating assets into two separate entities that will be
bankruptcy remote from the parent holding company, Dynegy Holdings
Inc.  The new companies could be sold or pay dividends to
shareholders even if the holding company eventually defaults on
its $3 billion of bonds.

PSEG, which is owed $790 million by Dynegy in lease payments, sued
in Delaware Court of Chancery to block the reorganization on the
grounds that it "fraudulently transfers" assets away from the
parent holding company, which guarantees the leases.  LibertyView
Capital Management, which owns $30 million of Dynegy bonds, is
pursuing a similar action in New York.

                         *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


EASTMAN KODAK: Adopts Plan to Preserve Net Operating Losses
-----------------------------------------------------------
Eastman Kodak Company announced that its Board of Directors has
adopted a Net Operating Loss Shareholder Rights Agreement with
Computershare Trust Company, N.A., as Rights Agent, designed to
preserve its substantial tax assets.

As of Dec. 31, 2010, Kodak had tax attributes, including net
operating losses and tax credit carry-forwards, of approximately
$2.9 billion pre-tax.  Unless otherwise restricted, Kodak can
utilize these tax attributes in certain circumstances to offset
future U.S. taxable income, including in connection with gains
that may be generated from the process the company announced on
July 20, 2011, of exploring strategic alternatives with respect to
its digital imaging patent portfolios.  The company noted that the
NOL Shareholder Rights Agreement serves the interests of all
stockholders as it is designed to protect the use of its
substantial deferred tax assets to offset future tax liabilities,
and to maximize the company's ability to explore strategic
alternatives related to its digital imaging patent portfolios.

Kodak's ability to use the tax attributes would be substantially
limited if there were an "ownership change" as defined under
Section 382 of the U.S. Internal Revenue Code and related U.S.
Treasury regulations.  In general, an ownership change would occur
if Kodak's "5-percent shareholders," as defined under Section 382,
collectively increase their ownership in Kodak by more than 50
percentage points over a rolling three-year period.  Accordingly,
the NOL Rights Agreement has a three-year term, although the Kodak
Board of Directors has determined to review the plan periodically
in light of developments at the company, including in connection
with the use and value of the NOLs and the status of the patent
portfolio strategic initiative.

The Kodak Board of Directors declared a non-taxable dividend of
one preferred share purchase right for each outstanding share of
its common stock.  The preferred share purchase rights will be
distributed to stockholders of record as of Aug. 11, 2011, but
would only be activated if triggered by the Rights Agreement.
Effective Aug. 1, 2011, if any person or group acquires 4.9
percent or more of the outstanding shares of common stock, there
would be a triggering event under the Rights Agreement resulting
in significant dilution in the ownership interest of such person
or group in Kodak stock.  Stockholders who currently beneficially
own 4.9 percent or more of the outstanding shares of common stock
will not trigger the preferred share purchase rights unless they
acquire additional shares.

The issuance of the preferred share purchase rights will not
affect Kodak's reported earnings per share and is not taxable to
Kodak or its stockholders.

Wachtell, Lipton, Rosen & Katz is acting as Kodak's legal counsel
and Lazard LLC is acting as financial advisor.

A full-text copy of the Rights Agreement is available for free at:

                        http://is.gd/CGppi3

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

According to the March 16, 2011 edition of the TCR, Fitch Ratings
has affirmed its 'CCC' Issuer Default Rating on Kodak.  The
ratings and Negative Outlook reflect Kodak's continued struggles
to gain traction in its digital businesses as secular declines
persist and broaden to entertainment film within the traditional
film business.

In March, Moody's Investors Service demoted Kodak's corporate
rating to 'Caa1' coupled with a judgment the company "could"
consume $600 million to $700 million in cash during 2011.  Moody's
noted that Kodak has no material debt maturities until November
2013.


ELEPHANT TALK: To Redeem Outstanding Purchase Warrants for Cash
---------------------------------------------------------------
Elephant Talk Communications Inc., on July 28, 2011, sent out a
Notice of Redemption of Warrant to all the record holders of
certain issued and outstanding common stock purchase warrants
which were originally issued in connection with the private
placement of units pursuant to that certain confidential private
placement memorandum dated May 26, 2010.  The Redemption Notice
informed the warrant holders that pursuant to the terms of the
Warrants, the Warrants will be redeemed for cash at the redemption
price of 0.001 per warrant on Aug. 29, 2011.  Accordingly, after
the Redemption Date, the Warrants will no longer be exercisable
for common stock of the Company and the holders will only have the
right to receive the Redemption Price.

A full-text copy of the Redemption Notice is available at no
charge at http://is.gd/fVRGcF

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $92.48 million on
$37.17 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.30 million on $43.65 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$45.28 million in total assets, $10.63 million in total
liabilities, and $34.65 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


ELEPHANT TALK: Jacques Kerrest Appointed to Board of Directors
--------------------------------------------------------------
Elephant Talk Communications, Inc., appointed Jacques D. Kerrest
to the Company's Board of Directors, effective Aug. 1, 2011.

Mr. Kerrest has more than 30 years of experience in banking,
finance, operations and executive management.  He recently served
as Chief Operating Officer and Chief Financial Officer of
ActivIdentity Corp, a security software company.  Prior to that he
was Chief Financial Officer of Virgin Media, Inc., a leading
communications company in the UK.  He also served as Chief
Financial Officer of Equant, Inc., Harte-Hanks, Inc., and
Chancellor Broadcasting Company.  Mr. Kerrest served as a Board
member and Chairman of the Audit Committee of CKX, Inc., until the
company was sold to a large private equity firm.

"I am extremely pleased to welcome Jacques Kerrest to Elephant
Talk's Board of Directors," said Steven van der Velden, CEO of the
company.  "We are fortunate to have access to Jacques' expertise
in global finance and operations at a time when ETAK plans for
aggressive growth around the world.  As an additional benefit,
Jacques is experienced in the global telecom and transaction
security domains that are at the core of ETAK business."

A native of France, Mr. Kerrest is a US citizen who resides in
McLean, Virginia.

On July 14, 2011, the Board of Directors of the Company accepted
the resignation of Yves R. Van Sante, effective Aug. 1, 2011, from
its board of directors to focus on other business activities.  Mr.
Sante did not resign from the Company's Board of Directors as a
result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

With these actions, four of the seven members of the Elephant Talk
Board of Directors will be independent, fulfilling one of the
requirements to up-list to a national exchange.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $92.48 million on $37.17
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.30 million on $43.65 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$45.28 million in total assets, $10.63 million in total
liabilities, and $34.65 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


ENERGY FUTURE: Incurs $705 Million Net Loss in Second Quarter
-------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $705 million on $1.67 billion of operating revenues
for the three months ended June 30, 2011, compared with a net loss
of $426 million on $1.99 billion of operating revenues for the
same period a year ago.

The Company also reported a net loss of $1.06 billion on
$3.35 billion of operating revenues for the six months ended
June 30, 2011, compared with a net loss of $71 million on $3.99
billion of operating revenues for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed
$45.07 billion in total assets, $52.01 billion in total
liabilities, and a $6.94 billion total deficit.

"We delivered another solid operational quarter by providing safe
and reliable power to customers in a rapidly growing Texas economy
during this hot summer," said John Young, CEO, Energy Future
Holdings, in a statement.

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

                        http://is.gd/pQrDwr

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ENTELOS INC: Meeting to Form Committee on Aug. 4
------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on Aug. 4, 2011, at 10:00 a.m. in the
bankruptcy case of Entelos Inc.  The meeting will be held at:

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

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

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

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

                        About Entelos Inc.

Entelos Inc., a developer of software for computer simulation of
clinical trials for new drugs, filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-12329) on July 25, 2011, in Delaware,
the same day the landlord of the head office was going to court in
California seeking eviction.  Timothy P. Reiley, Esq., at Reed
Smith LLP, in Wilmington, Delaware, serves as counsel to the
Debtor.  The Debtor estimated assets of up to $10 million and
debts of $10 million to $50 million.


EXTENDED STAY: NY Supreme Court Judge Rules Against Lightstone
--------------------------------------------------------------
The New York Supreme Court has ruled that David Lichtenstein owes
lenders $100 million because he violated a clause in his loan
documents prohibiting him from seeking bankruptcy protection for
the Extended Stay Inc. hotel chain, The Wall Street Journal
reported.

Mr. Lichtenstein, chairman of Lightstone Group LLC, led an
investment consortium in 2007 in purchasing the hotel chain from
Blackstone Group LP.

The decision by Judge Melvin Schweitzer stands to focus more
attention on so-called "bad-boy" clauses in real-estate loans,
which require the borrower to pay lenders a set penalty for
putting the property pledged as collateral on a loan into
bankruptcy or otherwise wasting its value, according to The
Journal.

Mr. Lichtenstein had reportedly agreed to the "bad boy" clause
while arranging for nearly $8 billion of financing for the 2007
purchase of the Extended Stay hotel chain.  However, throughout
Extended Stay's bankruptcy, Lightstone's lawyers argued that the
bad-boy clause was not enforceable, The Journal noted.

Judge Schweitzer's ruling will force borrowers and lenders to pay
more attention to bad-boy clauses, which are standard inclusions
in most commercial real-estate loans, The Journal stated.

"This means that lenders will insist upon these, and borrowers
better take them seriously if they sign one of these," The
Journal quoted Mark Edelstein, chief of the real-estate group at
law firm Morrison & Foerster LLP, as saying.

The ruling marks a victory for lenders including Bank of America
Corp., Wells Fargo & Co.'s Wachovia Corp. and the Federal
Reserve's Maiden Lane fund as successor to Bear, Stearns & Co.,
The Journal pointed out.  These lenders collectively provided
Lightstone roughly $2 billion of mezzanine loans, but their
claims were wiped out after Extended Stay filed for bankruptcy
protection, the report noted.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Affiliates File 2nd Qtr. Post-Confirmation Report
----------------------------------------------------------------
Extended Stay Inc. prepared a post-confirmation quarterly
operating report for 74 of its affiliated debtors whose Fifth
Amended Joint Chapter 11 Plan of Reorganization had been
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York.

The report, which covers the period April 1 to June 30, 2011,
disclosed that the company's debtor affiliates had $286,267,276
in total cash receipts and $231,019,425 in total disbursements
for the reporting period.

ESI's debtor affiliates did not sell or transfer any assets
outside the normal course of business or outside the
restructuring plan during the reporting period.  They are also
current on all post-confirmation plan payments, according to the
report.

A full-text copy of the April to June 2011 Post-Confirmation
Quarterly Operating Report is available without charge at:

  http://bankrupt.com/misc/ESI_PostConQReportJune3011.pdf

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Files Disbursement Report for June
-------------------------------------------------
Joseph Teichman, secretary and general counsel of Extended Stay
Inc., filed a declaration with the Bankruptcy Court, disclosing
that the company made two disbursements in June 2011.

ESI paid a sum of $155,000 to Deloitte Tax LLP for the firm's
services and another $1,136 as reimbursement of the payment of
2010 franchise tax for the company, according to Mr. Teichman.

Mr. Teichman filed the declaration in lieu of ESI's monthly
operating report for June 2011, and in compliance with an
agreement between the U.S. Trustee and Weil Gotshal Manges LLP,
under which the company won't be required to file the report if
it has not made any disbursement during the reporting period.

ESI is not part of the restructuring plan that was confirmed by
the Bankruptcy Court and thus, is still required to continue to
file a monthly operating report.

ESI's 74 affiliated debtors, which were reorganized pursuant to a
confirmed restructuring plan, have been required to file
operating reports on a quarterly basis after the restructuring
plan took effect on October 8, 2010.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EZENIA! INC: Stockholders Approve Charter Amendment
---------------------------------------------------
The stockholders of Ezenia! Inc. approved an amendment to the
Company's Amended and Restated Certificate of Incorporation, which
provides for the declassification of the Company's Board of
Directors.  The Charter Amendment became effective upon filing
with the Secretary of State of the State of Delaware on the same
date.  Under the Company's Amended and Restated Certificate of
Incorporation, as amended by the Charter Amendment, directors will
stand for election for one-year terms expiring at the next
succeeding annual meeting of the Company's stockholders.  In all
cases, each director will hold office until his or her successor
is duly elected and qualified or until his or her earlier death,
resignation or removal.  The Charter Amendment also provides that
directors may be removed, with or without cause, by the vote of
holders of a majority of the shares of the Company's stock
entitled to vote for the election of directors.  Previously, the
Company's Amended and Restated Certificate of Incorporation
permitted the removal of directors by such vote only for cause.
This change to the director removal provisions was necessary
because, under Delaware law, directors of companies that do not
have classified boards may be removed by the stockholders either
with or without cause.

On July 22, 2011, the Board of Directors of the Company approved
an amendment to the Amended and Restated By-Laws of the Company,
which was contingent upon the approval of the Charter Amendment by
the Company's stockholders.  The By-Law Amendment became effective
upon the effectiveness of the Charter Amendment on July 26, 2011.
Similar to the Charter Amendment, the By-Law Amendment provides
for the annual election of directors and the removal of directors,
with or without cause, by the vote of holders of a majority of the
shares of the Company's stock entitled to vote for the election of
directors.

On July 26, 2011, the Company held its 2011 Annual Meeting of
Stockholders.  At the Meeting, the stockholders of the Company
approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to declassify the Board of Directors;
elected Paul D. Sonkin, Larry Snyder, George Q. Stevens, Samuel A.
Kidston, and Donald C. Jones as directors, each to serve until the
2012 Annual Meeting of Stockholders and until his successor is
duly elected and qualified or until his earlier death, resignation
or removal; and also ratified the appointment of Moody,
Famiglietti & Andronico, LLP, as the independent auditors of the
Company for fiscal 2011.

                         About Ezenia! Inc.

Nashua, New Hampshire-based Ezenia! Inc. (OTC BB: EZEN)
-- http://www.ezenia.com/-- develops and markets products that
enable organizations to provide technically advanced high-quality
group communication to commercial, governmental, consumer and
institutional users.

The Company's balance sheet at March 31, 2011, showed $3.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $92,000.

The Company reported a net loss of $2.8 million on $2.7 million of
revenue for 2010, compared with a net loss of $3.4 million on
$3.5 million of revenue for 2009.

As reported in the TCR on April 11, 2011, McGladrey & Pullen, LLP,
in Boston, Mass., expressed substantial doubt about Ezenia! Inc.'s
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses, and negative cash flows from operations and
has limited existing resources available to meet 2011 commitments.


FAIRVIEW DEVELOPERS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fairview Developers, Inc.
        1801 Tower Industrial Drive
        Monroe, NC 28110

Bankruptcy Case No.: 11-31984

Chapter 11 Petition Date: July 29, 2011

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

Judge: George R. Hodges

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

Scheduled Assets: $5,402,768

Scheduled Debts: $9,172,472

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-31984.pdf

The petition was signed by Gregory F. Williams, president.


FIDELITY NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Insurer Financial Strength of
Fidelity National Financial, Inc.'s (FNF) title insurance
companies. Additionally, Fitch has affirmed the 'BB+' Issuer
Default Rating (IDR) and 'BB' senior debt rating of FNF. Fitch
also expects to rate FNF's $300 million seven year 4.25%
convertible senior notes at 'BB'. The Rating Outlook for all
ratings is Stable.

The affirmation of FNF's ratings is primarily driven by its
continued solid operating performance, adequate but aggressively
managed capital, and financial leverage that remains within
Fitch's expectations. Fitch believes that FNF maintains an
aggressive capital management strategy based on its willingness to
lever up the balance sheet to fund acquisitions, which the agency
views as a limiting factor to its rating.

On July 27, 2011, FNF announced its intention to issue $300
million of 4.25% convertible senior notes due August 15, 2018. The
company also granted the initial purchasers a 30-day option to
purchase up to an additional $60 million of convertible notes. The
conversion price is approximately $21.56 per share (NYSE: FNF
closing price was $16.27 on July 27, 2011).

Proceeds will be used to repay outstanding borrowings under FNF's
revolving credit facility with remaining proceeds (along with
concurrent borrowings on its credit facility) used to repurchase
$75 million of shares. To the extent that there are any remaining
proceeds from the offering, FNF expects to use them (along with
borrowings on its credit facility) to repay $165.6 million of debt
due Aug. 15, 2011.

FNF's proforma tangible financial leverage remains within Fitch's
expectation at below 40%. The company's debt to tangible capital
ratio will increase from 31.6% as of June 30, 2011 to
approximately 38.9% assuming a maximum debt issuance of $360
million. Following debt repayment and share repurchases, tangible
financial leverage declines to approximately 34.1%.

Additionally, on July 13, 2011, Fidelity announced the sale of its
flood insurance business to WRM America Holdings LLC for
approximately $210 million. Although the sale will reduce FNF's
earnings, the size of its flood business relative to the total is
immaterial at less than 3% of total revenue. Management indicated
that proceeds will be redeployed into other uses that enhance
shareholder value. A significant reduction in capital tied to an
acquisition and/or share repurchase could put negative pressure on
FNF's ratings.

FNF's ratings also reflect its dominant market position, which
accounts for approximately 37% of the U.S. title insurance market.
Additionally, the company's willingness and ability to manage
expenses in a difficult operating environment allows it to produce
solid operating results. FNF continues to lead peers in operating
performance through June 30, 2011 with a GAAP combined ratio of
approximately 95%.

Interest coverage remains adequate at approximately 7.1 times (x)
as of June 30, 2011, which Fitch expects to remain relatively
unchanged.

Thse are the key rating drivers that could lead to an upgrade:

   -- Change in operating strategy to target Fitch's view of
      operating company capital at a more stable investment grade
      level.

   -- An increase in RAC and traditional operating company capital
      metrics while maintaining risk profile.

   -- Sustained calendar and accident year profitability.

These are the key rating drivers that could lead to a downgrade:
   -- An absolute RAC score below 100% or deterioration in
      capitalization profile that would lead to a material weaker
      balance sheet.

   -- An increase in tangible financial leverage above 40%.

   -- Deterioration in earnings, primarily measured by pretax GAAP
      margins, at a pace greater than peer averages.

   -- Sustained adverse reserve development.

Fitch expects to rate this:

   -- $300 million 4.25% convertible senior note maturing Aug. 15,
      2018 at 'BB';

Fitch has affirmed these ratings with a Stable Outlook:

Fidelity National Financial, Inc.

   -- Issuer Default Rating (IDR) at 'BB+';

   -- $250 million 7.3% senior note maturing Aug. 15, 2011 at
      'BB';

   -- $250 million 5.25% senior note maturing March 15, 2013 at
      'BB';

   -- $300 million 6.6% senior note maturing May 15, 2017 at 'BB';

   -- Unsecured bank line of credit at 'BB'.

Fidelity National Title Ins. Co.
Alamo Title Insurance Co. of TX
Chicago Title Ins. Co.
Commonwealth Land Title Insurance Co.

   -- IFS ratings at 'BBB'


FIRST MARINER: Incurs $11 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
First Mariner Bancorp reported a net loss of $11 million on
$11.65 million of total interest income for the three months ended
June 30, 2011, compared with a net loss of $4.65 million on
$13.49 million of total interest income for the same period a year
ago.

The Company also reported a net loss of $18.31 million on
$23.84 million of total interest income for the six months ended
June 30, 2011, compared with a net loss of $8.09 million on
$27.69 million of total interest income for the same period during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.16 billion
in total assets, $1.17 billion in total liabilities, and a
$13.42 million total stockholders' deficit.

Edwin F. Hale, Sr., 1st Mariner's Chairman and Chief Executive
Officer, said, "While we have reduced our controllable expenses,
write-downs associated with declining appraised values on other
real estate owned and non-performing loans continue to impact our
results."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/7EopzT

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.


FRAZER/EXTON: Disclosure Statement Hearing on Aug. 17
-----------------------------------------------------
Frazer/Exton Development, L.P., has filed a proposed plan of
reorganization and an explanatory disclosure statement with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania.
Under the plan, all of the assets of the Debtor will be sold and
liquidated in the ordinary course of the Debtor's business in
accordance with the Plan.

The Plan divides claims and interests into various separate
classes:

     A. Unclassified Claims (Administrative Expenses and Fees).
        Each holder of an Allowed Administrative Claim will
        receive the amount of Allowed Claim on the Effective Date
        or other treatment as may be agreed upon in writing as
        long as no payment is made thereon prior to the Effective
        Date.

     B. Class 1 (Priority Tax Claims) is not impaired.  Class 1
        claims will receive 100% percent of their Claim over 60
        months commencing on the Effective Date, plus post-
        confirmation interest at the rate of 7% on the principal
        portion of the Claim.

     C. Class 2 (Secured Claim of Sovereign Bank).  On January 1,
        2012, $7,450,000 in net sale proceeds will be paid to
        Sovereign in one lump sum.  Upon the completion of
        Phase 1, Unit 1 in September 2013, $2,700,000 will be
        released from escrow and paid to Sovereign.  Sovereign
        will receive an additional $2,000,000 from the sale of 10
        Villas sold in Phase lA with an anticipated return date of
        Sept. 30, 2013.

        On March 31, 2014, Sovereign will receive an additional
        $1,000,000 from the sale of 10 Villas sold in the second
        half of Phase lA.  On June 30, 2014, the Debtor will pay
        to Sovereign $4,000,000 from the sale of the Whiteland
        32-acre site.

        On June 30, 2016, the Debtor will pay to Sovereign
        $4,000,000 from the proceeds of Phase 2 Development.  On
        June 30, 2018, the Debtor will sell its remaining real
        property and generate the remaining $4,000,000 payment to
        Sovereign in satisfaction of the full underlying debt.

     D. Class 3 (Secured Claim of Paul Risk Associates, Inc.) is
        impaired.  The Secured Claim of Paul Risk Associates, Inc.
        is $1,992,627.  This claim will be partially assumed by
        the Buyer.  Upon closing, the Buyer will determine to what
        extend this claim will be assumed.  Any remaining portion
        will be treated as a general unsecured claim by Debtor.

     E. Class 4 (Secured Claim of Commonwealth of Pennsylvania,
        Department of Community and Economic Development) is
        impaired.  This claim will be assumed by the Buyer of the
        11-acre parcel.  Upon closing, the Buyer will determine to
        What extend this claim will be assumed. Any remaining
        portion will be treated as a general unsecured claim by
        the Debtor.

     F. Class 5 (Secured Claim of ECOR Solutions, Inc.) is
        impaired.  The Secured Claim of ECOR Solutions, Inc., is
        $1,703,355.  This claim will be assumed by the Buyer.
        Upon closing, the Buyer will determine to what extent this
        claim will be assumed.  Any remaining portion will be
        treated as a general unsecured claim by the Debtor.

     G. Class 6 (General Unsecured Claims) is impaired.  Class 6
        will receive a onetime pro rata distribution from the Plan
        Fund upon the payment in full of the Class 2 Claim.  The
        US EPA claim will be assumed by the Buyer, pursuant to the
        Agreement of Sale.

     H. Class 7 (Interest Holders) is impaired.  All existing
        membership interests will be retained but the holders will
        not receive any distribution on account of the interest in
        the Debtor until Classes 2, 3,4,5 and 6 have been paid in
        full.

The hearing on the Disclosure Statement is scheduled on Aug. 17,
2011, at 9:30 a.m.

A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/FRAZEREXTON_disclosurestatement.pdf

                  About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and 11-
14041) on May 19, 2011. The case was initially assigned to Judge
Stephen Raslavich but was transferred to Judge Jean K. FitzSimon.
Frazer/Exton Development's schedules disclosed $46,953,617 in
total liabilities.

The Debtors are selling a portion of the Property to Makemie at
Whiteland -- a Pennsylvania non-profit corporation and affiliate
of Philadelphia Presbytery Homes Inc. -- for $7,300,000 in cash
and assumption of up to $5,000,000 of debt.  The deal is subject
to higher and better offers.


FREE AND CLEAR II: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada dismissed the
Chapter 11 case of Free and Clear Holding Company II, LLC.

As reported in the Troubled Company Reporter on June 20, 2011,
August B. Landis, Acting U.S. Trustee for Region 17, requested for
the dismissal, citing that the case was filed in bad faith.

Among other issues, the U.S. Trustee pointed out that the Debtor's
schedules and filings show Debtor values the 1/8th interests in
the 241 properties at $10,441,250.  Using Debtor's numbers, the
total value of the 241 properties is therefore only $83,530,000
($10,441,250 x 8).  The 241 properties in which the Debtor holds a
1/8th interest are encumbered by $122,974,715 in secured debt.

                   About Free and Clear Holding

Las Vegas, Nevada-based Free and Clear Holding Company II LLC is a
Nevada limited liability company, formed on March 9, 2011, with
Garth Johnson as the managing member.  According to the Debtor's
schedules, it holds a 1/8 interest in each of 241 pieces of real
property: 205 in California, 23 in Nevada, 5 in Texas, 3 in
Washington, and, one each in North Carolina, Tennessee, Oklahoma,
Florida, and Arizona.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-15145) on April 6, 2011, 28
days after it was formed.  Christina Ann-Marie Diedoardo, Esq., at
the Law Offices of Christina Diedoardo, in San Francisco, Calif.,
serves as the Debtor's bankruptcy counsel.


FREE AND CLEAR III: U.S. Trustee Wants 'Pro Se' Case Dismissed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Aug. 23, 2011, at 10 a.m., to consider the request to
dismiss the Chapter 11 case of Free and Clear Holding Company III
LLC.

On July 22, August B. Landis, Acting U.S. Trustee for Region 17,
asked the Court to dismiss Debtor's bankruptcy case.

The U.S. Trustee related that on June 15, the Debtor filed a
motion to dismiss and Debtor's counsel filed a motion to withdraw.
The joint motion to dismiss and withdraw asserted that: "the
debtor-in-possession has been unable to provide their attorneys
with documentary information needed to complete their schedules
and to comply with the necessary and proper requests from the
office of the U.S. Trustee.  This constitutes sufficient 'cause'
to support dismissal, according to the U.S. Trustee.

On July 22, the Court entered an order denying the Debtor's motion
to dismiss but granting counsels' motion to withdraw.
Accordingly, the Debtor is now a pro se corporate debtor

           About Free and Clear Holding Company III LLC

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo served
as bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in both assets and debts.  The petition was
signed by Garth Johnson, managing member.


FREE AND CLEAR III: Section 341(a) Meeting Continued Until Sept. 1
------------------------------------------------------------------
The U.S. Trustee for Region 17 has continued until Sept. 1, 2011,
at 12 p.m., the  Meeting of Creditors pursuant to 11 U.S.C. Sec.
341 in the bankruptcy case of Free and Clear Holding Company III
LLC at 341s - Foley Bldg., Rm 1500.

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo served
as bankruptcy counsel but later obtained an order to withdraw as
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in both assets and debts.  The petition was signed by
Garth Johnson, managing member.


GENERAL MARITIME: To Vote on Executive Compensation Every Year
--------------------------------------------------------------
At the annual meeting of shareholders held on May 12, 2011, an
advisory vote was conducted on the frequency of future advisory
votes on executive compensation.  A majority of the votes cast
were in favor of holding such advisory votes every year.  The
Company's Board of Directors considered the outcome of this
advisory vote at a meeting held on July 26, 2011, and determined
that the Company will hold an advisory vote on executive
compensation every year, as the Board of Directors had recommended
in the proxy statement for the Annual Meeting.

                   About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.46 billion in total liabilities and $339.32
million in shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                          *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GENTA INC: Has 219.14 Million Outstanding Common Shares
-------------------------------------------------------
According to a regulatory filing, the number of outstanding shares
of Genta Incorporated common stock par value $0.001 as of July 29,
2011, is 219,147,258.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company's balance sheet at March 31, 2011, showed $10.82
million in total assets, $14.13 million in total liabilities and a
$3.31 million total stockholders' deficit.


GLC LIMITED: Seeks to Employ Scroggins to Handle Donnan Case
------------------------------------------------------------
GLC Limited seeks authority from the U.S. Bankruptcy Court for the
Southern District of Ohio to employ Scroggins & Williamson as its
special Georgia counsel, effective as of July 15, 2011.

According to the books and records of the Debtor, certain of its
investors -- referred to as Net Winners -- received payments in
excess of the amounts they invested in GLC.  The Debtor intends to
recover those excess amounts from the Net Winners to ensure that
there is an equality of distribution for similarly situated
parties.

James and Mary Donnan were among the first investors in the
Debtor.  The Donnans invested in excess of $5,400,000 in the
Debtor.

On June 14, 2010, after conducting a thorough review of the
documents produced by the Donnans pursuant to a court order, as
well as documents and information produced by Gregory Crabtree,
Linda Crabtree, and other relevant third parties, the Debtor
mailed a demand letter to counsel for the Donnans, which set forth
the Debtor's claims against the Donnans and demanded that the
Donnans return to the Debtor certain amounts in excess of
$8,000,000.  The Debtor further indicated in its demand letter
that if the Donnans refused to return the funds to the Debtor by
July 1, 2011, the Debtor would file an adversary complaint and
motion for injunctive relief against the Donnans on that date.

The Donnans did not substantively respond to the Demand Letter.
Instead, on July 1, 2011, the Donnans filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Middle District of Georgia, Case
No. 11-31083.

Against this backdrop, GLC seeks to the employ Scroggins &
Williamson as its special Georgia counsel in the Donnan Chapter 11
Case, to perform these services:

   (a) Advise and assist the Debtor with issues related to local
       law and practices;

   (b) Represent the Debtor at hearings and other proceedings in
       the Donnan Chapter 11 Case;

   (c) Perform other legal services in connection with the Donnan
       Chapter 11 Case as may be necessary and appropriate for
       the efficient and economical administration of this
       Chapter 11 case.

The firm will be paid based on its normal hourly billing rates in
effect for the period in which services are performed, and will be
reimbursed for necessary and reasonable out-of-pocket expenses.

J. Hayden Kepner, Jr., Esq., will be the attorney primarily
handling this representation for Scroggins & Williamson.
Mr. Kepner's hourly rate is $395 per hour.  Rates for attorneys at
Scroggins & Williamson range from $270 to $395 per hour.

Mr. Kepner assures the Court that Scroggins & Williamson's
members, counsel and associates do not hold or represent any
interest adverse to the Debtor, and that Scroggins & Williamson
and each of its members, counsel and associates is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code as modified by Section 1107(b).

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.


GLOBAL DIVERSIFIED: Suspending Filing of Reports with SEC
---------------------------------------------------------
Global Diversified Industries, Inc., filed a Form 15 notifying of
its suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $.001 per share.
Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
common shares.  The holders of the common shares as of July 29,
2011, total 107.

                     About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.


GLOBAL DIVERSIFIED: Has Reverse/Forward Stock Split
---------------------------------------------------
Stockholders holding shares of Global Diversified Industries,
Inc.'s capital stock representing the required majority of votes
approved a 1-for-2,500 reverse stock split and a 2,500-for-1
forward stock split Stock Split by written consent effective as of
May 6, 2011.  The Company filed:

   (i) a Certificate of Amendment to its Articles of Incorporation
       with the Secretary of State of the State of Nevada
       effective July 28, 2011, to permit the Company to make
       distributions to its stockholders, including distributions
       by purchase or redemption, to the fullest extent permitted
       by Nevada law, for the purpose of cashing out stockholders
       who, as a result of the Reverse Split, hold solely
       fractional shares of Common Stock;

  (ii) a Certificate of Amendment to its Articles of Incorporation
       with the Secretary of State of the State of Nevada to
       effectuate the Reverse Split effective July 28, 2011; and

  (ii) a Certificate of Amendment to its Articles of Incorporation
       with the Secretary of State of the State of Nevada to
       effectuate the Forward Split effective July 28, 2011.

As a result of the Distribution Amendment and the effectiveness of
the Reverse/Forward Stock Split on July 28, 2011, (i) stockholders
owning fewer than 2,500 shares of the Company's common stock prior
to the consummation of the Reverse Split have the right to receive
cash at a price of $0.03 per share owned by such stockholders
immediately prior to the Reverse Split, and (ii) stockholders
owning 2,500 or more shares of the Company's common stock
immediately prior to the Reverse Split continue to own the same
number of shares of the Company's common stock as they did
immediately before the Reverse Split.

The Reverse/Forward Stock Split reduced the number of record
holders of the Company's common stock to fewer than 300.

                     About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.


GM PINE: Court Orders Receiver to Turn Over Washington Property
---------------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington directed JSH Properties Inc., the
receiver, to turn over the property to the bankruptcy estate of
GM Pine Street Garage, LLC.

As reported in the Troubled Company Reporter on July 18, the
Debtor is a party to a ground lease with Block 45 LLC for the real
property located at 1601 Third Avenue, Seattle, Washington, and
improvements thereon (the property).  The property is currently
used and operated as a parking garage with a ground
floor retail commercial tenants, and is connected to the Macy's
store by a sky bridge.

The Debtor stated that its plan of reorganization is anticipated
to be largely based upon the new revenue numbers under Central
Parking's new management, turnover of the property to the Debtor
will function as a testing period, and allow a glimpse into
Central Parking's and the Debtor's projections for income moving
forward, increasing the likelihood of a successful reorganization,
and the maximum return to creditors.

The receiver will deliver to the Debtor any property including
proceeds, product, offspring, rents, or profits of such property,
that is in receiver's possession, custody; and file an accounting
of same.

The receiver will cooperate with the Debtor to transition
management of the property to Central Parking, but any action to
terminate or deal with the contract between the Debtor and
Republic Parking Northwest Inc., will be undertaken by the Debtor.

The receiver is required to file a motion to approve its
accounting of receipts and disbursements and a motion to approve
compensation and payment of compensation and costs and expenses,
including its professional fees incurred, and give notice thereon
for hearing.

The receiver's motion may include:

   -- a request for a finding and order that the accounting filed
   reveals no excessive or improper disbursement and no surcharge
   will be assessed;

   -- authorization to make final payments for the receiver's
   compensation and expenses, including professional costs, and
   the receiver may withhold the total of such estimated
   compensation and expenses pending a ruling on the payment
   thereof by the Court.  In the interim, the receiver will remit
   to the Debtor the sum of $250,000.

                 About GM Pine Street Garage, LLC

Portland, Oregon-based GM Pine Street Garage, LLC is a sole asset
LLC, with 100% ownership interest in real and personal property
that consists of a parking garage with an address commonly known
as 1601 Third Avenue, Seattle, Washington, and its rents and
leases.  The Company filed for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 11-17493) on June 23, 2011.  Bankruptcy Judge Karen
A. Overstreet presides over the case.  Shelly Crocker, Esq., at
Crocker Law Group PLLC represents the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


GM PINE STREET: Seeks to Hire Robert Simon as Special Counsel
-------------------------------------------------------------
GM Pine Street Garage, LLC seeks permission from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Robert S. Simon as special counsel.

The Debtor is a party to a ground lease for real property located
at 1601 Third Avenue, Seattle, Washington, and improvements
thereon.

In March, Capmark Bank, a secured creditor, filed a complaint
against Debtor for appointment of a custodial receiver in King
County Superior Court for the State of Washington, Case No. 11-2-
09678-5 SEA.  JSH Properties, Inc. was appointed as the custodial
receiver for the Property.  Mr. Simon is the attorney of record
for the Debtor in the pending receivership matter.

In addition, prior to the bankruptcy filing, there were two active
lawsuits pending in the U.S. District Court for the Western
District of Washington and King County Superior Court for the
State of Washington, in which Mr. Simon is also the attorney of
record.  The first involves a litigation to foreclose a
construction lien against the property, and the second involves an
action to enforce against the Debtor an indemnity contract and
payment of contract-related losses.

The Debtor is managed by Willamette Capital Group LLC, which has
been a client of Mr. Simon from time to time in its managerial
capacity.

The Debtor said that the continued employment of the firm during
the pendency of the Chapter 11 case is warranted because the
services to be performed are necessary to enable the Debtor to
successfully defend in maintaining its interest in the Property,
as put at risk in the above-referenced actions pending in State
Court, as well as to oversee the smooth transition of the
management of the Property from the Receiver to the debtor-in-
possession, as well as to aid in the various progress stages of
the Debtor's  current Chapter 11 proceeding with his exceptional
knowledge of the Debtor's ownership structure.

                 About GM Pine Street Garage, LLC

Portland, Oregon-based GM Pine Street Garage, LLC is a sole asset
LLC, with 100% ownership interest in real and personal property
that consists of a parking garage with an address commonly known
as 1601 Third Avenue, Seattle, Washington, and its rents and
leases.  The Company filed for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 11-17493) on June 23, 2011.  Bankruptcy Judge Karen
A. Overstreet presides over the case.  Shelly Crocker, Esq., at
Crocker Law Group PLLC represents the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


GOLDENPARK LLC: Court OKs ACT Solutions as Accountant
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved Goldenpark LLC's application to employ ACT Solutions
as accountant.

The Debtor requires the expertise of an accountant to provide
assistance in connection with the case, particularly since the
Debtor has no accounting personnel in-house.  ACT has provided
outsourced accounting services to the hospitality industry since
1989.

ACT will, among other things:

   -- prepare the hotel's general ledger, financial statements and
      reconciliations of all bank accountants;

   -- maintain perpetual files for all balance sheet accounts;

   -- maintain the hotel's trade accounts payable, including
      voucher invoices to the general ledger and trade payables,
      open vendor filed, prepare weekly and as required check
      batches, prepare monthly and upon request item listing of
      trade payables balanced to the general ledger, prepare a
      monthly check register of checks written and provide a
      monthly updated vendor master list.

The Debtor proposes to pay ACT a fixed monthly fee of $2,000.

Kenneth A. Wolski, president of ACT, assures the Court that ACT is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.


GP WEST: Court Authorizes Cash Collateral Access Until Nov. 30
--------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico approved the settlement agreement/
stipulation with CPG GS PR NPL LLC, on the use of cash collateral
and adequate protection.

As reported in Troubled Company Reporter on July 19, 2011, CPG/GS
PR NPL LLC, is purchaser and successor in interest of certain
assets of First Bank Puerto Rico including, among others, credit
facilities pursuant to the loans of approximately $10 million made
by FBPR to Debtor.

The Debtor requires the use of cash collateral to satisfy
operating expenses pending the approval and consummation of the
sale of certain assets and other approved expenses until Nov. 30,
2011.

As of June 9, 2011, the outstanding principal balance claimed by
CPG/GS under the loan agreements was approximately $8,272,539
(pending reconciliation) plus accrued and unpaid interest.  To
secure certain of Debtor's obligations to FBPR, on Dec. 19, 2007,
the Debtor subscribed certain Deed of Mortgage, deed number 105 of
Michele Rachid PiAeiro, granting FBPR, the right to receive the
proceeds and rents generated by Debtor's non-residential real
property.

The stipulation provides for, among other things:

   1. CPG/GS consents to the Debtor's limited use of certain of
   CPG/GS's cash collateral to satisfy certain operating expenses.

   2. The Debtor is not authorized to use cash collateral for any
   expenditure other than the permitted expenditures, nor beyond
   the stipulation end date, with a variance of 10% of the
   budgeted amounts, in the aggregate.

   3. The monthly payments to CPG/GS, from the cash, receivables
   collections, and other revenues received by Debtor during the
   previous month from Debtor's operations, in excess of its
   operating costs.  Therefore, the monthly payments to be made by
   Debtor to CPG/GS as adequate protection will be (i) an initial
   payment of $85,000 on Aug. 1; and thereafter (ii) any cash on
   hand in the accounts of the Debtor in excess of $12,000 as of
   the last day of each month.  The payments will be applied to
   the principal balance of CPG/GS secured claim.

   4. The Debtor also grants CPG/GS a replacement lien and a
   postpetition security interest on all of the assets and
   collateral acquired by Debtor after the Petition Date, as
   entered into prepetition, to the same extent and priority, and
   on the same types of property, as CPG/GS's liens and security
   interests in the prepetition Collateral and a superpriority
   administrative claim status.

   5. As additional adequate protection:
   -- the Debtor agrees that upon the consummation of any sale of
   Debtor's current real property or future real property acquired
   with the proceeds of the sale of Debtor's current real
   property, all of the net proceeds of such sale will be paid
   immediately and indefeasibly to CPG/GS for its benefit at the
   closing of the  sale(s) in an amount equivalent to the
   outstanding balance of the loans, plus any postpetition
   interest and charges that may have accrued to the extent
   permitted by the Bankruptcy Code, after deducting all and any
   sales related costs previously approved by CPG/GS;

   -- the Debtor will grant CPG/GS access to monitor its debtor-
   in-possession accounts and the payments and deposits made
   therein or therefrom;

   -- the postpetition collateral under the replacement liens and
   the prepetition collateral will all serve as cross-collateral
   for the loans and any and all other amounts disbursed by CPG/GS
   to Debtor under the financing agreements.

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
Eduardo J. Corretjer Reyes, Esq., represents the Debtor in its
restructuring effort.  CPA Luis R. Carrasquillo & Co., P.S.C.,
serves as financial consultant.  In its schedules, the Debtor
disclosed $13,384,251 in assets and $132,825,590 in debts.  The
petition was signed by Jose Teixidor Mendez, president.

No trustee or examiner has been appointed in this Chapter 11
case, and no official committee of creditors or otherwise has been
appointed or designated.


GRAY TELEVISION: Reports $76.2-Mil. Preliminary 2nd Qtr. Revenue
----------------------------------------------------------------
Gray Television, Inc., announced preliminary results from
operations for the three-month period ended June 30, 2011.  The
Company expects $76.20 million of revenue for the three months
ended June 30, 2011, compared with $75.63 million for the same
period a year ago.

The Company will report its final operating results for the second
quarter of 2011 and will host a conference call to discuss its
second quarter operating results on Aug. 8, 2011.  The call will
begin at 1:00 PM Eastern Time.  The live dial-in number is 1 (888)
500-6973 and the confirmation code is 6086474.  The call will be
webcast live and available for replay at www.gray.tv.  The taped
replay of the conference call will be available at 1 (888) 203-
1112, Confirmation Code: 6086474 until Sept. 7, 2011.

                      About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at March 31, 2011, showed
$1.23 billion in total assets, $1.07 billion in total liabilities,
$37.30 million in preferred stock and $124.58 million in total
stockholders' equity.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GRAYMARK HEALTHCARE: Amends Form S-1 Registration Statement
-----------------------------------------------------------
Graymark Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.2 to Form S-1 registration
statement relating to the Company's offering of 20,000,000 shares
of the Company's common stock.  The Company's common stock is
listed on The Nasdaq Capital Market under the symbol "GRMH."  The
last reported sale price of the Company's common stock on
March 24, 2011, was $0.75 per share.

The Company expects to grant the underwriters an option for a
period of 30 days to purchase up to an additional 3,000,000 shares
of the Company's common stock to cover over-allotments, if any.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/t3UAT2

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

The Company's balance sheet at March 31, 2011, showed
$26.8 million in total assets, $28.5 million in total liabilities,
and a stockholders' deficit of $1.7 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.


GREAT ATLANTIC: Posts $157.2MM Net Loss in 16 Weeks Ended June 18
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., reported a net
loss of $157.2 million on $2.231 billion of sales for the 16 weeks
ended June 18, 2011, compared with a net loss of $122.6 million on
$2.565 billion of sales for the 16 weeks ended June 19, 2010.

The Company's balance sheet at June 18, 2011, showed
$2.405 billion in total assets, $3.561 billion in total
liabilities, $145.3 million of Series A redeemable preferred
stock, and a stockholders' deficit of $1.301 billion.

The Company had cash and cash equivalents aggregating
$312.1 million at June 18, 2011, compared to $352.6 million at
Feb. 26, 2011.

At June 18, 2011, the Company had working capital of
$234.4 million compared to working capital of $698.0 million, at
Feb. 26, 2011, excluding liabilities considered subject to
compromise.  Considering working capital type items classified as
"Liabilities subject to compromise" in the Consolidated Balance
Sheets, it had negative working capital of $328.8 million at
June 18, 2011, compared to positive working capital of
$177.9 million at Feb. 26, 2011.

A copy of the Form 10-Q is available at http://is.gd/PL1DFY

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREENBRIER COS: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B-' corporate
credit rating on Lake Oswego, Ore.-based Greenbrier Cos. Inc.
(Greenbrier) and revised the outlook to positive from stable.

"The outlook revision reflects the recent refinancing of
Greenbrier's revolving credit facility and extension of some near-
term maturities," said Standard & Poor's credit analyst Robyn
Shapiro. "We expect operating performance to continue to improve
over time and credit measures to continue to pick up from weak
levels. While Greenbrier remains highly leveraged, with debt to
EBITDA of 6.3x and funds from operations to adjusted debt of less
than 10%, we expect these metrics to improve to less than 6x and
approach and remain above 10% within the next year."

The ratings on Greenbrier reflect the company's fair business risk
profile, stemming from the cyclicality of the freight car
manufacturing industry and limited customer diversity. The company
also has a highly leveraged financial risk profile, with increased
debt balances because of acquisitions completed in past years.

The outlook is positive. "We expect operating performance to
continue to improve over time and credit measures to continue to
improve from weak levels," Ms. Shapiro added. "We could consider
raising the ratings if liquidity remains adequate and there are
signs of a sustained recovery, resulting in positive free cash
flow and credit measures improve toward our range of expectations
for a higher rating -- approaching total debt to adjusted EBITDA
of 5x. On the other hand, we could lower the ratings if liquidity
comes under pressure or if operating performance deteriorates to a
level that causes credit metrics to remain stretched for an
extended period."


GUAM POWER: Fitch Affirms 'BB+' Rating on $56.1MM Revenue Bonds
---------------------------------------------------------------
In the course of routine surveillance, Fitch Ratings affirms Guam
Power Authority's ratings:

   -- $531.1 million revenue bonds at 'BBB-';

   -- $56.1 million subordinate revenue bonds at 'BB+'.

The Rating Outlook on all bonds is Stable.

Security

The senior revenue bonds are payable and secured by net revenues
of the system. The subordinate lien on, pledge of, and security
interest in the pledged revenues is subordinate to the senior-lien
debt.

Credit Summary
Ratings Affirmed: The stability associated with GPA's position as
the sole provider of electricity on the island and favorable
rulings by the commission recently help mitigate GPA's very weak
liquidity and the system's lack of fuel diversity. The Stable
Outlook also reflects an improvement in financial performance in
fiscal year 2010 (FY10) as well as a recent approval of a fuel
cost adjustment increase which will help recover under collected
revenues over the next six months.

Key Rating Drivers

Sole Provider Island System: GPA benefits from its position as the
sole provider of retail electricity to the 175,000 people of the
island of Guam, the western-most territory of the U.S.

Rate Approval by PUC: Unlike most public power utilities, rates
are regulated by the local Public Utility Commission (PUC), which,
despite a mixed history of approving rate adjustments, has
approved the last two base rate increases along with being more
open to regular fuel adjustments.

Weak Liquidity: Despite being replenished during last years bon
issuance, GPA's working capital fund is exposed to fluctuations in
fuel prices and a levelized energy adjustment component (LEAC)
process that does not guarantee timely recovery of fuel related
costs.

No Fuel Diversity: Generation resources on Guam or 100% fuel-oil
based which exposes GPA to volatility in the market for fuel oil.
GPA is currently working on an updated integrated resource plan
(IRP) which is expected to address fuel diversity and the
potential of adding renewable sources to the resource mix.

Economy Tied to Tourism: The economy is tourism based and has been
affected by economic slowdown as well as events in Japan. However,
some of this risk is mitigated by the presence of the U.S. Navy,
GPA's largest customer, accounting for 21% of revenues.


Credit Profile

GPA is the sole provider of retail electricity service to the
island of Guam, located in the Pacific Ocean, 3,800 miles west of
Hawaii. GPA's current governance structure that has been in place
since 2003 has proven to be effective and has helped to dismiss
past political risk associated with rate increases and other
system approvals. While the Consolidated Commission on Utilities,
a five member board which governs GPA, has been effective, there
still remains some political risk given the island's economy and
rate payer's sensitivity to rising electric rates as fuel costs
increase.

Weak Liquidity

GPA's rating reflects its weak financial metrics and debt service
coverage history which factors in both bond debt service as well
as capital lease principal and interest payments. Additionally,
liquidity is minimal and given GPA's exposure to volatile fuel
prices and a limited fuel cost adjustment mechanism, the utility
has difficulty building and maintaining reserves. While the
working capital fund is fully funded at $28.5 million at May 31,
2011, unrestricted funds held by GPA is $7.8 million for the same
period, approximately $21 million less than at fiscal year-end
2010. The balances of the unrestricted funds are expected to
increase as the recently approved LEAC increase goes into effect
starting Aug. 1, 2011. Building and maintaining stronger liquidity
is key to maintaining the ratings at their current level. It
should be noted that GPA entered into a new fuel supply contract
that took effect in April 2010. In addition to providing cost
savings, the new contract grants GPA a line of credit up to $30
million. The line of credit would be used to offset increasing
fuel costs and mitigate risk of under recovery with the LEAC.

Proposed Rate Increases

GPA's most recent financial projections show base rate increases
of 11.7% in FY12, 2.2% in FY13, and 11.7% in FY14. The proposed
increases have will be presented to the PUC in September 2011 and
a ruling on the base rate increases is expected in December 2011.
GPA's management has also presented the PUC with certain proposals
recently aimed at strengthening the credit quality of the utility.
While Fitch views the open dialogue and proposals favorably, it is
unclear whether these proposals will turn to formal policies in
the near future.

Overdue Government Receivables

Currently, long-term receivables are at $8.6 million (or $4.1
million when factoring in current portion due in FY11). The
customer with the largest balance is Guam Department of Education
(GDE) with an outstanding balance of $4.4 million as of May 31,
2011. GDE is on a payment schedule with GPA of approximately
$200,000 a month with 4.47% annual interest and is expected to
make the final payment in July 2013. GPA has benefited from a more
favorable government who has worked with agencies in getting them
to pay their bills as well as what was owed from previous years.


GUN LAKE: S&P Affirms Issuer Credit Rating at 'B'
-------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dorr, Mich.-based Gun Lake Tribal Gaming Authority, the operator
of the Gun Lake Casino, to positive from stable. "We also affirmed
our 'B' issuer credit rating on the Authority," S&P said.

"Our outlook revision to positive from stable reflects strong
initial operating performance," said Standard & Poor's credit
analyst Michael Halchak, "and our expectations for similar
performance over the coming year, which would likely result in pro
forma credit measures which support a higher rating."

"The 'B' issuer credit rating on Gun Lake Tribal Gaming Authority
reflects the vulnerability of new gaming facilities to uncertain
demand," added Mr. Halchak, "as well as the Authority's narrow
business position as an operator of a single casino property in a
region with competition from existing gaming operations." "These
factors are somewhat mitigated by an interest reserve account
supporting six months of interest payments post-opening (the
property opened in February 2011), strong initial performance, and
our expectations that the property will continue to perform well.


HARRISBURG, PA: Mayor Outlines Proposal to Raise Cash
-----------------------------------------------------
Romy Varghese, writing for Bloomberg News, reports that Harrisburg
(Pa.) Mayor Linda Thompson said the city must sell a debt-laden
trash incinerator, lease its parking system and consider a tax on
commuters if those measures aren't enough to restore fiscal
stability.  The city, which has a $5 million budget deficit,
stands to lose $3 million in state aid -- jeopardizing its ability
to pay bondholders and employees -- if the City Council votes down
the blueprint announced Aug. 2 by Mr. Thompson.

"The plan will accomplish the core objectives and return the city
of Harrisburg to solvency," Mr. Thompson told reporters, according
to Bloomberg. "And it will do so with shared responsibility and
shared burden, with a minimal impact to the citizens."

Bloomberg notes Harrisburg needs $310 million to make bond
payments, restructure debt and repay the county and insurer
Assured Guaranty Municipal Corp., which made payments the city
skipped on the waste-to-energy facility.  According to Bloomberg,
Mayor Thompson's recommendations differs from the original
blueprint by asking the county, state and Assured Guaranty to
fully retire the obligations, estimated at $26 million, that
proceeds from the sale and lease wouldn't cover.

According to Bloomberg, C. Alan Walker -- head of the state's
Community and Economic Development Department, which runs a
distressed-cities program that Harrisburg entered in December --
said the council must vote to approve the plan by Sept. 6 or risk
the loss of state aid.

Bloomberg says Mayor Thompson's presentation of her own rescue
initiative follows a 4-3 vote by the council on July 19 rejecting
recommendations from a team of state-hired consultants.  It was
the first time a municipality in the program known as Act 47,
which started in 1987, turned down such a plan.


HAWAII MEDICAL: Gets Court OK to Tap McDonald Hopkins as Counsel
----------------------------------------------------------------
Judge Robert J. Faris issued an order on July 25, 2011,
authorizing Hawaii Medical Center to employ McDonald Hopkins LLC
as its bankruptcy counsel, nunc pro tunc to the Petition Date.

As reported in the July 11, 2011 edition of the Troubled Company
Reporter, the Debtors paid the firm $542,204 for legal services
rendered and expenses incurred from Aug. 17, 2010, to the Petition
Date.  The amount included a $150,000 retainer.  The entire
retainer amount remains unapplied.

As of the Petition Date, the Debtors owe McDonald Hopkins $105,036
for fees incurred but not paid in the prior Chapter 11 case.  The
firm does not intend to seek payment of the remaining balance.

The firm's current hourly rates are:

          Members              $305 - $660
          Of Counsel           $295 - $580
          Associates           $200 - $380
          Paralegals           $115 - $230
          Law clerks            $50 - $120

                   About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.


HAWAII MEDICAL: Okayed to Tap Krieg Devault as Compliance Counsel
-----------------------------------------------------------------
Judge Robert J. Faris authorized Hawaii Medical Center to employ
Krieg DeVault LLP as its special compliance counsel, nunc pro tunc
to the Petition Date.

As reported in the July 12, 2011 edition of the Troubled Company
Reporter, Krieg DeVault will represent the Debtors with respect
to, among other things, the Stark Act and the Emergency Medical
Treatment and Active Labor Act.

                   About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  Krieg DeVault LLP serves their special compliance counsel.
In its petition, Hawaii Medical Center estimated $50 million to
$100 million in assets and $100 million to $500 million in debts.
The petitions were signed by Kenneth J. Silva, member of the board
of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.


HCA HOLDINGS: Inks $5-Bil. Notes Underwriting Pact with JP Morgan
-----------------------------------------------------------------
HCA Holdings, Inc., HCA Inc., and certain subsidiary guarantors
entered into an Underwriting Agreement with J.P. Morgan Securities
LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Wells Fargo Securities, LLC, as underwriters,
for the issuance and sale by the Company of $3,000,000,000
aggregate principal amount of its 6.50% Senior Secured Notes due
2020 and $2,000,000,000 aggregate principal amount of its 7.50%
Notes due 2022.

On Aug. 1, 2011, the Secured Notes were issued pursuant to a base
indenture, among the Company, the Parent Guarantor, Law Debenture
Trust Company of New York, as trustee, and Deutsche Bank Trust
Company Americas, as registrar, paying agent and transfer agent,
as amended and supplemented.

Also on Aug. 1, 2011, the Unsecured Notes were issued pursuant to
the Base Indenture, as supplemented by the supplemental indenture
thereto, dated as of Aug. 1, 2011, among the Company, the Parent
Guarantor, the Trustee and the Registrar.

Net proceeds from the offering of Notes, after deducting
underwriter discounts and commissions and estimated offering
expenses, are estimated to be approximately $4.939 billion.  The
Company intends to use the net proceeds from the offering of
Notes, together with $284 million of borrowings under its asset-
based revolving credit facility, to redeem and repurchase all of
its outstanding $1.578 billion 9 5/8%/10 3/8% second lien toggle
notes due 2016 and its outstanding $3.200 billion 9 1/4% second
lien notes due 2016, and for related fees and expenses.
Redemption of such notes is anticipated to occur on Aug. 26, 2011.
The pretax debt retirement charge related to these redemptions is
expected to be approximately $396 million.

A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/huwYWu

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at March 31, 2011, showed
$23.81 billion in total assets, $31.59 billion in total
liabilities, and a $7.78 billion stockholders' deficit.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEARUSA INC: Arcadia Opportunity Owns 4.4% of Common Shares
-----------------------------------------------------------
Arcadia Opportunity Master Fund, Ltd., et al., disclose that they
have ceased to be beneficial owners of more than 5% of the
outstanding shares of common stock, par value $0.10 per share, of
HearUSA, Inc., on July 27, 2011.

Arcadia Capital Advisors, LLC, a Delaware limited liability
company, serves as the investment manager of the Fund.  The M.D.
Sass FinStrat Arcadia Capital Holdings, LLC, a Delaware limited
liability company, serves as the managing member of the Investment
Manager.

As of July 28, 2011, the Fund directly owns 2,000,000 shares of
Common Stock, representing 4.4% of all the HearUSA's outstanding
Common Stock (the Investment Manager and the Managing Member may
each be deemed to beneficially own the shares of Common Stock
directly owned by the Fund; each disclaims beneficial ownership of
such shares).

The foregoing percentage is based on 45,609,757 shares of Common
stock outstanding as of June 8, 2011, as reported on the issuer's
Form 10-Q filed on June 27, 2011.

A copy of the SC 13D is available at http://is.gd/sON5Fp

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.


HEARUSA INC: Court OKs Sale to Siemens Hearing Unit
---------------------------------------------------
Dow Jones' DBR Small Cap report that a subsidiary of hearing-aid
maker Siemens Hearing Instruments Inc. won court approval to buy
the assets of hearing-care provider HearUSA Inc. out of bankruptcy
protection.

As reported in the Troubled Company Reporter on Aug. 2, 2011,
HearUSA, Inc. disclosed that Audiology Distribution, LLC, a wholly
owned subsidiary of Siemens Hearing Instruments, Inc. submitted
the highest and best bid for the purchase of substantially all of
the assets of the company in the July 29, 2011 Section 363 auction
conducted under bidding procedures established for HearUSA's
Chapter 11 bankruptcy proceedings.  The U.S. Bankruptcy Court for
the Southern District of Florida, West Palm Beach Division
approved the sale.  The company expects to close the transaction
within 30 days of the final sale order.

The bid by Audiology Distribution includes aggregate consideration
of approximately $129 million plus a waiver by Siemens of
distribution on 6.4 million shares of HearUSA common stock owned
by Siemens.  For purposes of the bidding, the company estimated
the value of the waiver of distribution to be in the range of $6.0
to $7.0 million, subject to final reconciliation of assumed
liabilities, excluded liabilities, taxes and common stock dilution
effects of the transaction.  The estimated $129 million purchase
price is comprised of $66.8 million in cash, which includes
repayment or assumption of the $10 million debtor-in-possession
(DIP) financing provided by the stalking horse bidder, William
Demant Holdings A/S, plus the payment of cure costs for assumed
contracts, the assumption of various liabilities of the company
and certain of its subsidiaries and the assumption of the
company's existing supply agreement with Siemens.  It is expected
that the cash portion of the purchase price in excess of the
repayment or assumption of the DIP financing will be used to pay
the company's remaining unsecured creditor claims and wind up
costs of the company, with the balance to be distributed to equity
holders of the company.

In connection with the auction, HearUSA and Audiology Distribution
entered into an asset purchase agreement that was filed with the
bankruptcy court today and the subject of the court's sale order
issued.

HearUSA is being advised by Sonenshine Partners LLC, financial
advisors, Berger Singerman, bankruptcy counsel, and Development
Specialists, Inc., restructuring advisors.

                         About HearUSA

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  It is represented by:

          Mark D. Bloom, Esq.
          GREENBERG TRAURIG P.A.
          333 Avenue of the Americas
          Miami, FL 33131
          Tel: (305) 579-0500
          E-mail: bloomm@gtlaw.com


HELLER EHRMAN: Slams CB Richard Over $3M Real Estate Claim
----------------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that Heller Ehrman LLP
said Monday in a California bankruptcy court that CB Richard Ellis
Inc. was wrong to request a $3 million commission for selling the
Compay's New York office, arguing that the figure was actually
$325,000.

Law360 relates that Heller Ehrman called CB Richard's figure an
"inflated commission" that "defies all logic and is contrary to
the facts."

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assists the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HILLSIDE VALLEY: Court OKs Fitzpatrick Lentz & Bubba as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has approved Hillside Valley, L.P.'s application to employ
Fitzpatrick Lentz & Bubba, P.C. as counsel.

Watchung, New Jersey-based Hillside Valley, L.P. filed for Chapter
11 protection (Bankr. E.D. Penn. Case No. 11-21689) on June 23,
2011.  Bankruptcy Judge Richard E. Fehling presides over the case.
The Debtor estimated assets and debts at $10 million to
$50 million.


HOMELAND SECURITY: Stockholders OK Purchase Pact with Perma-Fix
---------------------------------------------------------------
The stockholders of Homeland Security Capital Corporation holding
(i) an aggregate of 181,509,765 shares of common stock, $0.001 par
value per share, Series I Convertible Preferred Stock, $0.01 par
value per share, and Series H Convertible Preferred Stock, $0.01
par value per share, or approximately 71.6% of the outstanding
Common Stock on an as-converted basis, and (ii) 9,899 Series H
Preferred, or 100% of the Series H Preferred, in each case
entitled to vote, executed and delivered a written consent in lieu
of a meeting that ratified their prior approval as of July 15,
2011, of that certain Stock Purchase Agreement, dated July 15,
2011, by and among the Company and Perma-Fix Environmental
Services, Inc., and Safety & Ecology Holdings Corporation,
previously disclosed in the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 19,
2011.

No further approval of the stockholders of the Company is required
to approve the Purchase Agreement.

The sale of SEHC pursuant to the Purchase Agreement and the
transactions contemplated thereby will not become effective until
at least 20 calendar days after an Information Statement will be
furnished to the Company's stockholders informing them of the
actions taken by the stockholders in connection with the Purchase
Agreement as required under Section 14(c) of the Securities
Exchange Act of 1934, as amended and Regulation 14C promulgated
thereunder.  On July 28, 2011, the Company filed a preliminary
Information Statement with the SEC in connection with the Purchase
Agreement and the actions taken by the stockholders of the
Company.

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At December 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective January 1, 2010.


HORIZON LINES: Board Adopts Executive Severance Plan
----------------------------------------------------
The board of directors of Horizon Lines, Inc., upon the
recommendation of the Compensation Committee, adopted the Horizon
Lines, Inc. Executive Severance Plan.  The purpose of the
Severance Plan is to provide severance benefits to certain
executive-level employees who are not eligible to participate in
the Company's existing severance plan.  The Company's named
executive officers will participate in the Severance Plan.

The Severance Plan provides that in the event of (i) termination
of a participant's employment other than for "cause" or (ii) such
participant's resignation from employment for "good reason", the
participant will receive these benefits:

   * Continuation of base salary for one year;

   * Continued coverage of the participant and his eligible
     dependents for a period of one year in the Company's medical,
     dental and visions plans, and optional life insurance and
     personal accident plan coverage at the same costs as for
     active employees;

   * Continued eligibility to receive a pro-rated payment under
     the annual bonus plan in effect for the year of termination
     of the participant's employment; and

   * Reasonable outplacement services of up to $25,000.

The severance benefits payable under the Severance Plan are
subject to the participant's execution and non-revocation of a
general release of claims in favor of the Company within a
specified time period and the participant's compliance with
certain non-competition, non-solicitation and non-disclosure
restrictive covenants.  A participant who is a party to an
employment agreement or any other arrangement with the Company
that provides for the payment of severance is not eligible to
participate in the Severance Plan.

A full-text copy of the Horizon Lines, Inc., Executive Severance
Plan is available for free at http://is.gd/4uFwgg

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.


HORIZON LINES: To Vote on Executive Compensation Annually
---------------------------------------------------------
At the 2011 annual meeting of shareholders, Horizon Lines, Inc.'s
shareholders voted that the Company annually conduct a non-binding
advisory vote on executive compensation.  On July 28, 2011, the
Company's Board of Directors, in light of this shareholder vote
and other factors considered by the Board of Directors in making
its original recommendation concerning the frequency of the vote
on executive compensation, determined that the Company will
annually hold the advisory vote on compensation for the Company's
named executive officers.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.


HUGHES TELEMATICS: Partners with State Farm to Launch In-Drive
--------------------------------------------------------------
State Farm and Hughes Telematics, Inc., announced a major joint
effort to bring connected vehicle services and telematics savings
programs to drivers across North America.  The new effort is
called In-Drive and has been tailored specifically for State Farm
policyholders by Hughes Telematics, Inc.  The service debuts in
Illinois in September with more states to be added in 2012.

In-Drive offers a variety of new safety and diagnostics features
including:

   * One-touch emergency response;

   * Roadside assistance;

   * Stolen vehicle location assistance;

   * Vehicle diagnostic alerts and maintenance reminders; and

   * Family-friendly features like location services and speed
     alerts.

In addition to offering these capabilities, the service also
includes a special Web site and smartphone app for remote and
mobile access.

"This combined offering represents a first in our industry," said
Mike Wey, Senior Vice President, State Farm.  "It will provide
drivers with a wide range of new options that will make for a
smarter vehicle and even smarter driver."

In-Drive provides an easy-to-install device that works in most
vehicles made after 1995.  It broadens access to new connected
vehicle services without requiring drivers to purchase a new
vehicle.

Services will be available in three different packages.  For the
first six months, the basic package will be free after a $10
activation fee.  Other packages will range in cost from $5/month
to $14.99/month plus applicable taxes.

                    Additional Savings Program

In addition to offering new connected services, In-Drive also will
enable more State Farm policyholders to take part in the Drive
Safe & Save program.  In-Drive will provide driving performance
data and the customer's savings will be based on mileage, turns,
acceleration, braking, speed and time of day vehicle is operated.

Initially, those opting to participate in this voluntary program
will save approximately 10 percent on liability, medical payments,
collision and comprehensive coverages.  The amount of premium
savings can change at each renewal date (every six months) as
odometer readings and other driving information become available.
The discount may increase up to 50 percent, based on how safely a
person drives, when they drive, and how much they drive.  The Web
site will showcase where a customer's discount stands and what
factors have contributed to the discount.  Drivers also can
receive personalized tips on what they can do to maximize their
savings.

                        About State Farm

State Farm insures more cars and homes than any other insurer in
the U.S., is the leading insurer of watercraft and is also a
leading insurer in Canada.  State Farm's 17,800 agents and more
than 65,000 employees serve 81 million policies and accounts -
more than 78 million auto, fire, life and health policies in the
United States and Canada, and nearly two million bank accounts.
State Farm Mutual Automobile Insurance Company is the parent of
the State Farm family of companies.  State Farm is ranked No. 37
on the Fortune 500 list of largest companies. For more
information, please visit statefarm.com or in Canada statefarm.ca.

                     About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed
$110.12 million in total assets, $186.96 million in total
liabilities, and a $76.84 million total stockholders' deficit.

The Company's balance sheet at March 31, 2011, showed
$110.12 million in total assets, $186.96 million in total
liabilities, and a $76.84 million total stockholders' deficit.

As of March 31, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $26.1 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$7.8 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


INNKEEPERS USA: Five Mile's Bid for Extra Fees Denied
-----------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Tuesday rejected Five Mile Capital
Partners LLC's request for additional fees and expenses connected
to the bankruptcy auction of Innkeepers USA Trust, disagreeing
that the hedge fund's role in the company's successful $1.2
billion sale entitled it to more money.

Judge Chapman denied the application in a ruling from the bench
Tuesday for an extra $718,300 in fees and expenses from Five Mile,
Law360 says.

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

The confirmation hearing for approval of Innkeepers' Chapter 11
plan is set for June 23.


INOVA TECHNOLOGY: Delays Filing of Annual Report on Form 10-K
-------------------------------------------------------------
Inova Technology, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its Annual Report on
Form 10-K for the period ended April 30, 2011.  The Company said
it has substantially completed its audited financials and is
reviewing various non cash items/disclosures in the 10K.

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at Jan. 31, 2011, showed
$10.39 million in total assets, $16.32 million in total
liabilities, and a $5.93 million stockholders' deficit.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTEGRA BANK: 5 Board Members Resign; Executive Officers Removed
----------------------------------------------------------------
Members of Integra Bank Corporation's Board of Directors resigned
effective July 29, 2011: Robert L. Goocher, H. Ray Hoops, Thomas
W. Miller, Richard M. Stivers and Daniel T. Wolfe.  Michael J.
Alley is now the sole member of the Board of Directors.

On July 29, 2011, the Company's Board of Directors removed all
officers of the Company from their positions without cause and
appointed these persons as the Company's only officers: Michael J.
Alley - Chairman of the Board and President; Michael B. Carroll -
Treasurer; and Jeffrey L. Devine - Secretary.

Effective July 29, 2011, the Company By-Laws were amended to
eliminate the requirement that the Board of Directors have not
less than five members.

                        About Integra Bank

Integra Bank, the holding company of a bank shuttered by
regulators on Friday, filed for Chapter 7 protection (Bankr. S.D.
InD. Case No. 11-71224).

The Chapter 7 filing follows the July 29, 2011 closure by the
Office of the Comptroller of the Currency (OCC), pursuant to 12
USC Sections 464(d)(2)(A) and (d)(2)(E)(ii), of Integra Bank N.A.
(the Bank) - which was the subsidiary of the Company. The OCC
subsequently appointed the Federal Depository Insurance
Corporation (FDIC) as receiver of the Bank.

Old National Bank of Evansville, Indiana, assumed all of the
deposits of the Bank and purchased essentially all of the
Bank's assets.  As of March 31, 2011, Integra Bank, National
Association, had around $2.2 billion in total assets and $1.9
billion in total deposits.

On its most recent annual report filed with the SEC, the Company
reported $2.4 billion in pre-petition assets, but its Chapter 7
petition indicates a range of $1 million to 10 million.


JAMES DONNAN: GLC Taps Employ Scroggins to Handle Donnan Case
-------------------------------------------------------------
GLC Limited seeks authority from the U.S. Bankruptcy Court for the
Southern District of Ohio to employ Scroggins & Williamson as its
special Georgia counsel, effective as of July 15, 2011.

According to the books and records of the Debtor, certain of its
investors -- referred to as Net Winners -- received payments in
excess of the amounts they invested in GLC.  The Debtor intends to
recover those excess amounts from the Net Winners to ensure that
there is an equality of distribution for similarly situated
parties.

James and Mary Donnan were among the first investors in the
Debtor.  The Donnans invested in excess of $5,400,000 in the
Debtor.

On June 14, 2010, after conducting a thorough review of the
documents produced by the Donnans pursuant to a court order, as
well as documents and information produced by Gregory Crabtree,
Linda Crabtree, and other relevant third parties, the Debtor
mailed a demand letter to counsel for the Donnans, which set forth
the Debtor's claims against the Donnans and demanded that the
Donnans return to the Debtor certain amounts in excess of
$8,000,000.  The Debtor further indicated in its demand letter
that if the Donnans refused to return the funds to the Debtor by
July 1, 2011, the Debtor would file an adversary complaint and
motion for injunctive relief against the Donnans on that date.

The Donnans did not substantively respond to the Demand Letter.
Instead, on July 1, 2011, the Donnans filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Middle District of Georgia, Case
No. 11-31083.

Against this backdrop, GLC seeks to the employ Scroggins &
Williamson as its special Georgia counsel in the Donnan Chapter 11
Case, to perform these services:

   (a) Advise and assist the Debtor with issues related to local
       law and practices;

   (b) Represent the Debtor at hearings and other proceedings in
       the Donnan Chapter 11 Case;

   (c) Perform other legal services in connection with the Donnan
       Chapter 11 Case as may be necessary and appropriate for
       the efficient and economical administration of this
       Chapter 11 case.

The firm will be paid based on its normal hourly billing rates in
effect for the period in which services are performed, and will be
reimbursed for necessary and reasonable out-of-pocket expenses.

J. Hayden Kepner, Jr., Esq., will be the attorney primarily
handling this representation for Scroggins & Williamson.
Mr. Kepner's hourly rate is $395 per hour.  Rates for attorneys at
Scroggins & Williamson range from $270 to $395 per hour.

Mr. Kepner assures the Court that Scroggins & Williamson's
members, counsel and associates do not hold or represent any
interest adverse to the Debtor, and that Scroggins & Williamson
and each of its members, counsel and associates is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code as modified by Section 1107(b).

                        About James Donnan

James "Jim" Donnan, III is a former University of Georgia football
coach and ex-ESPN college football analyst.  Donan and his wife,
Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 11-
31083) on July 1, 2011.

The filing came after Jim Donnan offered to pay back creditors
roughly $5 million.  The creditors wanted $8.25 million from the
Donnans.

                        About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.


JELD-WEN INC: Moody's Assigns First-Time 'B3' Corporate Rating
--------------------------------------------------------------
Moody's Investors Service assigned first-time corporate family and
probability of default ratings of B3 to JELD-WEN, Inc. At the same
time, Moody's assigned a B3 rating to the company's proposed $575
million secured note offering, proceeds of which will be used to
refinance existing debt. The rating outlook is stable.

This rating assignments were made:

B3 corporate family rating

B3 probability of default rating

B3 (LGD3, 45%) on the $560 million, second-lien senior secured
notes due 2018

RATINGS RATIONALE

The B3 corporate family rating reflects JELD-WEN's weak end
markets, elevated debt leverage, exposure to volatile raw
materials' costs, and uncertainty with regard to its divestiture
of non-core assets. At the same time, JELD-WEN's ratings
acknowledge the company's strong worldwide market positions in
doors and windows, its renewed focus on core operations, equity
infusion from Onex Corporation, and extended maturity schedule.

The stable rating outlook considers that end markets will probably
bounce along the bottom rather than deteriorate, debt leverage
will gradually be worked down, and that a successful divestiture
of non-core assets will occur within the next one to two years,
thereby freeing up management time and expense.

The rating and/or outlook could come under pressure if end markets
weaken further, liquidity becomes constrained, adjusted debt
leverage and EBITA interest coverage remain over 7.0x and below
1.0x, respectively, for an extended period of time, and/or non-
core assets remain on the books for longer than two years.

The rating and/or outlook could benefit if the company delevers
rapidly, getting adjusted debt leverage below 5.0x and EBITA
interest coverage above 2.0x; non-core asset disposition occurs
rapidly and proceeds (before debt payment) exceed $200 million;
and/or end markets begin to strengthen significantly.

The senior secured notes due in 2018 are rated B3, the same as the
corporate family rating. The notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior
secured basis by JELD-WEN Holdings, inc. (the company's parent)
and by the company's existing and future domestic wholly owned
restricted subsidiaries that guarantee the company's obligations
under its new revolving credit facility. The guarantees of JW
International Holdings, Inc. and JW Real Estate, Inc., and any
future domestic subsidiaries that are holding companies of the
company's foreign subsidiaries, will be limited to 65.0% of their
assets. For 2010, the company's nonguarantor subsidiaries
accounted for 57.7% of consolidated net sales, and as of April 2,
2011, nonguarantor subsidiaries accounted for 61.1% of
consolidated assets. The notes will also be secured by a second
priority lien on substantially all of the assets of the company
and its guarantor subsidiaries (other than non-core assets). In
addition, the notes benefit from loss absorption provided by the
company's junior capital, principally its $189 million bridge
facility and its $675 million convertible preferred shares,
funding for which comes from Onex Partners III LP, the proposed
new equity investor in JELD-WEN. The notes are, however, junior to
the new $250 million revolving credit facility, which Moody's does
not rate, and to the debt and obligations of the company's
nonguarantor subsidiaries.

The principal methodology used in rating JELD-WEN was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.


JEFFERSON, AL: Prepares New Proposal to Hike Sewer Rates
--------------------------------------------------------
Barnett Wright at The Birmingham (Ala.) News, reports that
Jefferson County and state officials will likely rush a new
proposal to the county's creditors in an attempt to reach a
negotiated settlement before a Thursday deadline, a county
official said Tuesday.

The County Commission has a meeting scheduled for 1 p.m. Thursday
on whether to file for bankruptcy or allow more time to work out a
deal to resolve the county's $3.14 billion sewer debt crisis.

According to the report, while commissioners Tuesday insisted that
a vote on Thursday was still among the possibilities, several also
acknowledged that another extension of the negotiation period
could be in the county's best interests.

Birmingham News relates the county's new proposal was still being
crafted late Tuesday and subject to change, but, according to a
county official familiar with the negotiations, it could raise the
county's proposed sewer rate increase from 7.8% a year to 8% a
year for three years, and at near 3% starting in the fourth year.
Creditors also could be asked for additional concessions.  The
creditors last week had proposed rate increases of 8% a year for
five years.

Birmingham News says it was unclear Tuesday whether the new
proposal would modify the county's original request that creditors
write off $1.3 billion of the debt.  The creditors last week
offered to write off nearly $1 billion.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.

Jefferson County has retained Kenneth Klee, Esq., at Klee Tuchin
Bogdanoff & Stern LLP to represent the county in the event of
bankruptcy.  Mr. Klee is considered to be a municipal-bankruptcy
expert, having handled Orange County, Calif.'s bankruptcy case in
1994.


K2 PURE: S&P Affirms 'B' Rating on $121.5MM Sr. Bank Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on K2
Pure Solution NoCal L.P.'s $121.5 million senior secured bank
facility and revised the outlook to negative from stable.

"The outlook revision reflects our concerns about the project's
ability to complete construction as per management's projections
and how it could fund cost overruns from equity contributions,"
said Standard & Poor's credit analyst Andrew Giudici.

K2 is a special-purpose entity (SPE) formed to build, own, and
operate a chlor-alkali chemical plant in Pittsburg, Calif. The
project is indirectly owned by K2 Pure Solutions (unrated), which
is indirectly owned by Centre Partners (unrated) and K2's
executive management team (unrated). "We rate K2 using Standard &
Poor's project finance criteria," S&P related.

The 'B' rating on K2 's $121.5 million term loan reflects an
aggressive construction schedule, a volatile cash flow generation
profile, and dependence on merchant revenue to avoid a covenant
violation with the project's creditors. The outlook is negative.

The project is using loan proceeds plus equity to build the plant,
which will produce chlorine, caustic soda, and hydrogen by brine
electrolysis. The facility will also have an on-site sodium
hypochlorite (bleach) plant. Annual capacity will be 105,840
electro-chemical unit (ECU) tons over a useful life of about 20
years. The project will repay debt with cash flow earned by
selling about one-half of its chlorine and caustic soda to Dow
Chemical Co. (BBB/Stable/A-2) in exchange for periodic tolling
payments, and by selling the other 50% as bleach into merchant
markets.

"We believe construction is the most significant risk at this
time, as the project can't generate cash flow until the facility
is built and fully operational. Construction expenses will most
likely exceed the original budget and it's uncertain if the
owner's contingency will be sufficient to cover excess costs," S&P
stated.

"The negative outlook reflects our concerns about the project's
ability to complete construction as projected by management and
fund cost overruns from equity contributions. A downgrade could
occur if construction delays continue, which results in a
reduction in the debt service reserve account, the plant cannot
reach full capacity, O&M costs deviate from forecasts, or we lower
the ratings on a counterparty," S&P said.


KI WOOK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Ki Wook Lee, Inc.
        dba Plaza Ford Ideal Laundry & Dry Cleaning
        1305 Virginia Avenue
        Kansas City, MO 64106

Bankruptcy Case No.: 11-43600

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Erlene W. Krigel, Esq.
                  KRIGEL & KRIGEL, P.C.
                  4550 Belleview Ave.
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999
                  E-mail: ekrigel@krigelandkrigel.com

Scheduled Assets: $166,600

Scheduled Debts: $1,255,824

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb11-43600.pdf

The petition was signed by Ki Wook Lee, president.


KIEBLER RECREATION: Hearing on Peek'n Peak Sale on Aug. 25
----------------------------------------------------------
Ed Palatella at Erie Times-News reports that a bankruptcy judge in
Cleveland is scheduled to approve the sale of the 1,150-acre ski
and golf complex, near Findley Lake, N.Y., owned by Peek'n Peak
Resort & Spa on Aug. 25, 2011.

The report says the Peak's main creditor and bankruptcy trustee
could pick the buyer, based on a review of bids, on Aug. 22.  Or
the trustee and the creditor, Huntington National Bank, could
arrange to sell the Peak at an auction on Aug. 24.

Erie Times-News says the sale will not become final until a judge
in U.S. Bankruptcy Court in Cleveland approves it on Aug. 25.  The
court has set no minimum bid, though Huntington National Bank is
owed $17 million, including fees and costs.

According to the report, Huntington agreed it would receive no
more than $13.1 million from the sale, indicating the bank already
expects to lose millions of dollars on its investment, according
to court records.

U.S. Bankruptcy Judge Randolph Baxter in June appointed a trustee
to run the Peak and prepare it for a sale.  Judge Baxter has
approved the bidding procedures.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, has withdrawn as counsel to the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million as of the Petition Date.

David O. Simon was appointed by the U.S. Trustee as acting
bankruptcy trustee to the Debtor on June 8, 2011.  Kohrman,
Jackson & Krantz P.L.L. serves as counsel to the Trustee.  The
Trustee tapped Jones Lang LaSalle Americas, Inc., as investment
banker/business broker to market the Debtor's assets.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KT SPEARS: Section 341(a) Meeting Scheduled for Aug. 8
------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in KT Spears Creek, LLC's Chapter 11 case on Aug. 8, 2011, at
11:30 a.m.  The meeting will be held at U.S. Trustee's Office,
Room 557, Strom Thurmond Federal Building, 1835 Assembly Street,
Columbia, South Carolina.

As reported in the Troubled Company Reporter on July 11, Judge
Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of California transferred the Chapter 11 case of KT
Spears Creek, LLC, to the Bankruptcy Court for the District of
South Carolina.

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

Individuals or entities have until Aug. 31, to file proofs of
claim against the Debtor.  Governmental units have until Oct. 31,
to file proofs of claim.

                     About KT Spears Creek, LLC

KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011,
Judge Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq.,
at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Kyle D. Tauch, sole
member.


L-3 COMMUNICATIONS: Moody's Affirms Ba1 Rating on Sr. Sub. Notes
----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior unsecured
ratings of L-3 Communications Corporation following announcement
of the Engility spin-off transaction. The ratings outlook is
stable. The company expects to receive a $500 million to $650
million dividend from the Engility transaction, which is targeted
to occur in mid-2012. Following the spin-off, L-3 will no longer
have Engility's income and leverage will slightly rise, but not to
a level that threatens the rating.

Moody's expects debt to EBITDA (Moody's adjusted), profoma for the
spin-off, at 3x, with EBIT to interest above 4x and free cash flow
to debt above 10%. Leverage will move the high end of the range we
had previously identified for L-3's rating, but should gradually
decline in the months following the transaction. We also recognize
that the spin-off separates a portion of L-3's services segment
whose revenues are declining and whose margins should also fall as
troop levels drop in Iraq/Afghanistan.

U.S. fiscal deficits and less robust U.S. defense outlays remain
important risks across the sector and income of L-3's equipment
businesses could fall over time. Consequently, the company's
maintenance of financial policies that offer enough financial
flexibility to weather negative developments is important to
ratings stability. We believe the company views this moderately-
sized spin-off as fitting within the restricted payments covenant
basket of its key high yield indenture: the $1 billion 6.375%
senior subordinated notes due 2015. Per the indenture, depending
on Engility's eventual valuation, enough headroom could exist
after the separation to permit use of spin-off proceeds for
shareholder returns. The company has stated there will be no
change to its dividend and existing share repurchase plans, but
the income base will be lower following the spin-off.

The stable rating outlook assumes that cash received from Engility
will eventually be put toward income generating use. Further,
until the cash gets deployed, we anticipate L-3's free cash flow
fully covering dividend and share repurchase payments. New
developments, if viewed as inconsistent with a moderate financial
policy, would probably threaten the rating or outlook.

Negative ratings pressure would follow acceleration of returns to
shareholders. Debt/EBITDA over 3 times, EBIT/interest below 4
times, or FCF/debt below 10% could also pressure the rating.

A positive outlook is considered unlikely at this time. Over time,
ratings could grow with debt/EBITDA sustained below 2.5 times,
FCF/debt above 15%. A capital structure that involves a lower
portion of subordinated debt and a solid liquidity profile would
as well accompany a ratings upgrade.

Ratings affirmed

L-3 Communications Corporation

$1,000 million 5.200% gtd senior unsecured notes due 2019, Baa3

$800 million 4.750% gtd senior unsecured notes due 2020, Baa3

$650 million 4.950% gtd senior unsecured notes due 2021, Baa3

$1,000 million 6.375% gtd senior subordinated notes due 2015, Ba1

Senior unsecured shelf filing (P)Baa3

L-3 Communication Holdings, Inc.

$689 million 3.000% CODES gtd notes due 2035, Ba1

The last rating action was on May 18, 2010 when L-3 Communications
Corporation was raised to the investment grade category with Baa3
ratings assigned its senior unsecured debts.

The principal methodology used in this rating was Global Aerospace
and Defense, published in June 2010.

L-3 Communications Holdings, Inc. is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services. In addition, L-3 provides high
technology products, systems and subsystems. Revenues for the last
twelve months ended March 31, 2011 were approximately $15.7
billion.


LABELS UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Labels Unlimited, Inc.
        P.O. Box 9023465
        San Juan, PR 00902-3465

Bankruptcy Case No.: 11-06371

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Herman Francisco Valentin Figueroa, Esq.
                  HERMAN F VALENTIN & ASSOCIATES
                  P.O. Box 1888
                  Bayamon, PR 00960-1888
                  Tel: (787) 200-5426
                  Fax: (787) 200-5428
                  E-mail: ecf-cm@hvalentinassoc.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-06371.pdf

The petition was signed by Jorge E. Ford, vice-president &
secretary.


LEE ENTERPRISES: Goldman & Monarch Support Planned Debt Swap
------------------------------------------------------------
The Wall Street Journal's Mike Spector and Matt Wirz report that
people familiar with the matter said Lee Enterprises Inc. has
gained support from two main lenders -- Goldman Sachs Group Inc.
and hedge fund Monarch Alternative Capital -- for a large debt-
exchange offer that aims to help the company avoid filing for
bankruptcy protection.  One of the sources said the two main
creditors could end up owning about 13% of the newspaper publisher
under deal terms being discussed.

The Journal says Lee declined to comment.

The Journal's sources said Lee, weighed down by roughly $1 billion
in debt that comes due in April 2012, plans to ask lenders in
coming weeks to exchange their current debt for new debt that
matures later and pays higher interest rates.  If Lee is unable to
get enough other creditors to support the deal, the company would
file for bankruptcy protection, the people said.  In that
scenario, Lee would aim to file a so-called prepackaged bankruptcy
that would have enough support from creditors to get a
reorganization plan approved quickly and limit its stay under
Chapter 11 court protection, the people said.

One source told the Journal Lee needs to get creditors holding 90%
or more of senior debt to agree to the debt-exchange for it to
succeed.  Discussions are continuing with large investors to try
to get creditors holding at least two-thirds of Lee's senior debt
to support the deal.

The Journal's sources also said under the plan Lee is readying,
lenders holding $850 million or so in senior debt would be given
two options to exchange it:

     -- The first option would be for these lenders to exchange
        their debt for a combination of new senior debt and
        so-called second-lien debt; and

     -- The second option would be for lenders to only exchange
        their debt for new senior debt. Goldman and Monarch have
        agreed to take all of the second-lien debt in this
        scenario.

The Journal notes the $675 million in new senior debt would pay an
interest rate of roughly 7.5% and mature in roughly four years.
The $175 million in second-lien debt would pay an interest rate of
about 15% and mature in about five years.  Creditors taking that
debt would also receive a 13% ownership stake in a restructured
Lee, one of the people said, likely through warrants.

The sources also said Lee plans to raise $175 million in new bonds
that would repay more than $140 million in current bond debt.

Earlier this year, Lee tried to sell new bonds that would have
repaid all $1 billion of its debt and come due no sooner than
2017.  But Lee pulled the deal amid lackluster demand.

                       About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.

The Company's balance sheet at March 27, 2011, showed $1.40
billion in total assets, $1.32 billion in total liabilities, and
$77.65 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Lee to 'B-' from 'B'.  The rating outlook is negative. "The
downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

As reported by the TCR on May 6, 2011, Moody's withdrew its
ratings on Lee after the publisher cancelled a planned refinancing
that would have included the upsizing of its first lien senior
secured notes due 2017 to $680 million from $675 million, and
shifting of the coupon on the $375 million senior secured notes
due 2018 to a cash/PIK combination from all cash.  Moody's had
previously assigned Caa1 Corporate Family Rating on Lee.


LEXICON UNITED: FINRA to Announce Name Change to Accres Holding
---------------------------------------------------------------
Accres Holding, Inc., formerly known Lexicon United Incorporated,
received notice from FINRA that it has received the necessary
documentation to announce the name change to Accres Holding, Inc.
This corporate action took effect at the open of business on
July 29, 2011.  The symbol on this date will be ACCE.

                        About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

On July 15, 2011, Lexicon completed its acquisition of Accres
Global AG, from Vela Heleen Holding GMBH and ZUG Investment
Group AG.  Accres Global AG is engaged in the trade in rough and
polished diamonds.  Accres has a unilateral, non-negotiable
contract with Accres Mineral Trading BVBA, based in the diamonds
city of Antwerp and with Mostland International FZC, based in
Dubai, the United Arab Emirates

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed $3.02
million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $86,505.


LIBBEY INC: Stephanie Streeter Elected to Board of Directors
------------------------------------------------------------
The Board of Directors of Libbey Inc. elected Stephanie A.
Streeter to the Board of Directors effective Aug. 1, 2011, to fill
the vacancy created upon the July 31, 2011, retirement of John F.
Meier as Chairman and Chief Executive Officer of the Company.  As
previously announced, Ms. Streeter joined the Company July 1,
2011, and will become its Chief Executive Officer on Aug. 1, 2011.
Ms. Streeter will not be paid any additional compensation for
service as a director.

In connection with Mr. Meier's retirement, the Board of Directors
approved certain modifications to the terms of Mr. Meier's
employment agreement and outstanding equity awards.  Mr. Meier is
entitled to earn a pro-rata portion of his cash bonus pursuant to
the Company's 2011 Senior Management Incentive Plan based on the
Company's actual performance and his individual performance for
2011.  Mr. Meier also is entitled to earn a pro-rata portion of
his cash award pursuant to the Company's long term incentive plan
for the 2010-2012 and the 2011-2013 performance cycles based on
the Company's performance.  Payments earned, if any, will be paid
out after the end of the relevant performance periods and at the
same times as awards under the applicable incentive plans are paid
to other plan participants.

An aggregate of 82,398 stock options granted to Mr. Meier during
fiscal years 2008-2011 that currently are unvested will vest and
become immediately exercisable as of July 31, 2011, and will
remain exercisable for a period of three years.  The options have
strike prices ranging from $1.07-$17.00.  An aggregate of 94,409
restricted stock units granted to Mr. Meier during 2008-2011 will
vest as of July 31, 2011.  The remaining two-thirds of the
restricted stock units granted to Mr. Meier in February 2011 will
be forfeited.  Mr. Meier also will be provided with limited
information technology and administrative support to assist with
his transition.

The Company will incur non-cash compensation charges of
approximately $1.6 million in connection with the modifications to
the terms of Mr. Meier's employment agreement and outstanding
equity awards.  The Company will incur these expenses in the
quarter ending Sept. 30, 2011.

On July 26, 2011, the Board of Directors of the Company amended
and restated the Company's Amended and Restated By-Laws dated as
of Feb. 8, 2011.  The Amended Bylaws were adopted primarily to
accommodate the separation of the offices of the chairman of the
board and the chief executive officer and to conform certain bylaw
provisions to developments in corporate governance practice and
Delaware law.

Following the retirement of John F. Meier as Chairman of the Board
and Chief Executive Officer, William A. Foley will serve as
Chairman of the Board.  Peter C. McC. Howell was appointed by the
Board of Directors to succeed Mr. Foley as Chair of the Nominating
& Governance Committee of the Board of Directors.

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at March 31, 2011, showed $778.87
million in total assets, $758.58 million in total liabilities and
$20.29 in million total shareholders' equity.

                         *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LINDEN PONDS: Wins Approval to Assume Ch. 11 Plan Support Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Linden Ponds Inc. and its affiliate Hingham Campus LLC,
to assume the Restructuring, Lockup, Plan Support and Forbearance
Agreement dated June 14, 2011.

Pursuant to the Lockup Agreement, the consenting bondholders
agreed to, among other things, support the Debtors' use of cash
collateral and its efforts to obtain debtor-in-possession
financing in connection with the Chapter 11 cases.  Additionally,
the consenting bondholders, which entities hold approximately 62%
of the Series 2007 A Bonds and approximately 40% of all of the
2007 Bonds, have agreed to support and vote in favor of the
Debtors' Joint Plan of Reorganization.

The Court also ordered that, notwithstanding the terms of the Plan
Support Agreement, the Plan Support Agreement will not prohibit
the Debtor and Sovereign Bank from discussing or negotiating in
good faith the terms of the reorganization of the Debtors.

                        About Linden Ponds

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LOCATION BASED TECH: Closes Sale of 50 Million Common Shares
------------------------------------------------------------
Location Based Technologies, Inc., closed a private placement of
50,000,000 shares of its common stock.  The securities were sold
to institutional and accredited investors at a price of $0.20 per
share.  Craig-Hallum Capital Group LLC and Think Equity LLC acted
as placement agents for this transaction.  The net proceeds to the
company from the sale of these shares, after deducting the
placement agent fees and estimated offering expenses, are
estimated to be approximately $8,998,500.

"We are very excited to close this private placement.  The
proceeds will be used to fund our growth opportunities going
forward and are expected to allow us to meet our launch timeline,"
said Dave Morse, Chief Executive Officer.

In separate transactions on July 12, 2011, the Company issued:

   (a) 40,000 shares of common stock in exchange for accounting
       related advisory services.  The shares were valued at
       $7,600, which represented the fair market value of the
       services provided on the award date.

   (b) 25,000 shares of common stock in exchange for web
       development services.  The shares were valued at $4,750,
       which represented the fair market value of the services
       provided on the award date.

   (c) 35,000 shares of common stock in exchange for business
       development services.  The shares were valued at $6,650,
       which represented the fair market value of the services
       provided on the award date.

   (d) 192,069 shares of common stock in satisfaction of a
       convertible note.  The shares were valued at $38,414, which
       represented the fair market value on the issue date.

On July 15, 2011, the Company issued 212,490 shares of common
stock in satisfaction of a convertible note.  The shares were
valued at $42,498, which represented the fair market value on the
issue date.

On July 15, 2011, the Company issued 75,000  shares of common
stock in partial satisfaction of a convertible note.  The shares
were valued at $15,000, which represented the fair market value on
the issue date.

On July 21, 2011 the Company issued 536,028 shares of common stock
in satisfaction of a convertible note.  The shares were valued at
$107,205 which represented the fair market value on the issue
date.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities and a $5.93
million in total stockholders' deficit.


LOS GATOS HOTEL: Plan to Pay Creditors Over Time
------------------------------------------------
Los Gatos Hotel Corporation has filed a proposed plan of
reorganization and explanatory disclosure statement with the U.S.
Bankruptcy Court for the Northern District of California.

The Plan will be funded by cash on hand and the payments to be
received by the Debtors from the operation of the Hotel Los Gatos
after the Effective Date.  Under the Plan, holders of allowed
secured and unsecured claims will be paid over time from hotel
revenue.

The Plan divides claims and interests into various separate
classes.  Under the Plan, there are six separate classes of
creditors (classes 1 through 5) and one class of interest holders
(Class 6), who hold the partnership interests of the Debtor, in
addition to unclassified claims (administrative claims).

The classification and treatment of claims and interests under the
Plan are:

     A. Unclassified Claims (U.S. Trustee Fees, Professional Fee
        Expenses, Ordinary Course Administrative Expenses,
        Non-Ordinary Course Administrative Expenses and Priority
        Tax Claims is unimpaired and will be paid in full in cash.

     B. Class 1 (Secured Tax Claims) is impaired.  The Reorganized
        Debtor will pay the claim in Cash on the later of 45 days
        after the Effective Date or the last day that such Allowed
        Secured Tax Claim would have been due, without payment of
        penalty or interest, under applicable non-bankruptcy law.

     C. Class 2 (Secured Claim Held by GCCFC 2006-GG7 Los Gatos
        Lodging Limited Partnership) is impaired.  Although Class
        2 claims will be paid in full over time pursuant to the
        provisions of the Plan.

     D. Class 3 (Priority Unsecured Claims) is unimpaired.  These
        claims consists of gift certificates and customer
        deposits, will be honored upon presentation.

     E. Class 4 (General Unsecured Claims) is impaired will be
        paid over 24 months, starting 7 months after Effective
        Date, with 3% interest.

     F. Class 5 (Unsecured Claims Held by Insiders) is impaired
        and will be paid in installments following payment of
        other Allowed Claims.

     G. Class 6 (Existing Equity Interests) is unimpaired and
        holders retain all rights and interests in Reorganized
        Debtor.

The hearing to consider approval of the Disclosure Statement is
scheduled on Aug. 26, 2011, at 2:00 p.m.

A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/LOSGATOS_disclosurestatement.pdf

                       About Los Gatos Hotel

Los Gatos Hotel Corporation owns the Hotel Los Gatos, a Joie de
Vivre Hotel.  San Jose, California-based Los Gatos Hotel Corp. was
formed in 2000 to build and operate Hotel Los Gatos, a full-
service boutique hotel in downtown Los Gatos, California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-63135) on Dec. 27, 2010.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Affiliate Blossom Valley Investors, Inc., filed a separate Chapter
11 petition (Bankr. N.D. Calif. Case No. 09-57669) on Sept. 10,
2009.  Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky
Popeo, serves as the Debtors' bankruptcy counsel.


LOYALTY REWARDS Status Hearing in Involuntary Case on Sept. 7
-------------------------------------------------------------
The Bankruptcy Court will hold a status hearing on the involuntary
Chapter 11 petition filed against Loyalty Rewards LLC on Sept. 7,
2011, at 11:00 a.m. at Courtroom 5B, 411 W Fourth St., in Santa
Ana.

Timothy Andres of Fallbrook, California, filed an involuntary
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-20418) against
Loyalty Rewards LLC on July 26, 2011.  Mr. Andres said he is owed
$16,000 in unpaid fees.  Judge Theodor Albert presides over the
case.


MAGNOLIA SHELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Magnolia Shell Truck Stop, Inc.
        17141 Eastex Freeway
        Channelview, TX 77095

Bankruptcy Case No.: 11-36391

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Frwy, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $4,800,000

Scheduled Debts: $3,235,358

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Milledge Law Firm, P.C.   Attorney Fees          $8,962
10333 Northwest Freeway,
Ste. 202
Houston, TX 77092

The petition was signed by Shakeel Uddin, president.


MARCO POLO SEATRADE: Seeks Extension of Schedules Filing Deadline
-----------------------------------------------------------------
Marco Polo Seatrade B.V. and certain of its affiliates ask the
U.S. Bankruptcy Court to extend the 15-day period to file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases and statements of financial affairs for an additional 30
days, or 45 days from the Petition Date, without prejudice to the
Debtors' right to request additional time if necessary.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(c) of
the Federal Rules of Bankruptcy Procedure, the Debtors would be
required to file the Schedules and Statements within 14 days after
the Petition Date.  However, the Court is authorized to extend the
filing deadline for cause by Bankruptcy Rules 1007(c) and 9006(b).

The Debtors said they were forced to file for bankruptcy with less
than 24 hours notice.  The Debtors said the scope and complexity
of their businesses, coupled with the limited time and resources
available to them to gather the required information and prepare
and file their Schedules and Statements, warrant an extension of
the filing deadline.  While the Debtors have commenced, and are in
the process of, gathering the necessary information, it will be
close to impossible to properly and accurately complete and file
the Schedules and Statements within the 14-day period after the
Petition Date as provided by Bankruptcy Rule 1007(c).

                     About Marco Polo Seatrade

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate &
Investment Bank seized one ship on July 21, 2011, and was on the
cusp of seizing two more on July 29.  The arrest of the vessel was
authorized by the U.K. Admiralty Court.  Credit Agricole also
attached a bank account with almost $1.8 million on July 29.  The
Chapter 11 filing precluded the seizure of the two other vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than $100 million
and less than $500 million.


MARCO POLO SEATRADE: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Marco Polo Seatrade B.V. on Monday filed with the U.S. Bankruptcy
Court a consolidated list of the Debtors' creditors holding the 20
largest unsecured claims:

   Creditor                   Nature of Claim   Amount of Claim
   --------                   ---------------   ---------------
Deutsche Schiffsbank AG       Bank loan              $8,640,000
Domshof 17
Bremen, Germany D-28195
Attn: Peter Zimmermann
Fax: +49 421 3609 329
E-mail: peter.zimmermann@schiffsbank.com

DS-Rendite-Fonds Nr. 123 DS   Trade                  $4,081,060
Sapphire GmbH & Co.
Tankschiff K.G.
Stockholmer Allee 53
Dortmund, Germany 44269
Attn: Thomas M. Dewner
E-mail: td@dr-peters.de

Indiana R. Shipping Ltd.      Trade                  $2,087,665
Broadstreet 80
Monrovia, Liberia
Attn: Andreas Louka
Fax: + 30 210 80 20 364
E-mail: legal@centralmare.com

Banksy Shipping Company Ltd.  Trade                  $1,776,896
Broadstreet 80
Monrovia, Liberia
Attn: Andreas Louka
Fax: + 30 210 80 20 364
E-mail: legal@centralmare.com

Bentonwood B.V.               Trade                  $1,336,750
Sloterkade 182 hs
Amsterdam, the Netherlands
1059 EB
Attn: Martin Slagter
E-mail: accounting@marwave.nl

San Lorenzo Seatrade Corp.    Trade                    $478,985
Broadstreet 80
Monrovia, Liberia
Attn: Johan Ebner
Fax: +41 (91) 92 35 862
E-mail: johann.ebner@seaarland.at

Lazard & Co S.r.L.            Professional             $101,985
Via Brera 3
Milano, Italy 20121
Attn: Maurizio Montesi
Fax: +44(0)7801136158
E-mail: maurizio.montesi@lazard.com

E-mtp LLC                     Trade                     $78,133
3501 Silverside RD
Wilmington, Delaware 19810
E-mail: accounting@e-mtp.biz

Ligabue S.r.L.                Trade                     $62,264
Piazzale Roma 499
Venice, Italy 30135
Fax: +39 041 2705661
E-mail: shipsupply@ligabue.it

Ifchor Group S.A.             Trade                     $54,384
Place Pepinet 1
Lausanne, Switzerland CH-1003
Attn: Giuseppe Ravano
Fax: +41 21 310 31 00
E-mail: panamax@ifchor.ch

Loyens & Loeff N.V.           Professional              $54,362
Blaak 31
Rotterdam, the Netherlands
3000 CW
Attn: Ria Dekkers
Fax: +31 10 4125 839
E-mail: ria.dekkers@loyensloeff.com

Venice Shipping and           Trade                     $41,666
Logistics S.p.A.
Via Fiori Oscun 11
Milano, Italy 20121
Attn: Massimo MarŠ
E-mail: Massimo.Mare@vslspa.it

RINA Services S.p.A.          Trade                     $30,604
Via Corsica 12
Genova, Italy 16128
E-mail: machinery.section@rina.org

Cambiaso Risso                Trade                     $26,944
Marine S.p.A.
Corso Andrea Podesta 1
Genova, Italy 16128
Fax: +39 010 589359
E-mail: info@cambiasorisso.it

Krohne Skarpenord             Trade                     $21,938
Messtechnik GmbH
Ludwig-Krohne-Straáe
Duisburg, Germany 47058
Fax: +49 (0)203 301 10 389
E-mail: info@krohne.de

ISS Tositti S.r.L.            Trade                     $21,843
Fabricato 17
Venice, Italy 30123
Fax: +39 041 271 2648
E-mail: venezia@iss-tositti.it

Burke & Novi S.r.L.           Trade                     $20,668
Via Domenico Fiasella 4/14
Genova, Italy 16121
Attn: Franco Novi

Burke Novi Sam                Trade                     $18,924
7 Rue du Gabian
Monaco MC 98000
Attn: sandp@burkenovi.com
E-mail: tankers@burkenovi.mc

Stratos Global                Trade                     $18,668
Loire 158-160
Den Haag, the Netherlands
2500 GA
Fax: +31 (0)70 4461 763
E-mail: billingcs@stratosglobal.com

C.A.I.M. scrl                 Trade                     $17,347
Via G. Dannunzio 2/66
Genova, Italy
Fax: + 39 010 589818
E-mail: caim@caim.it

                     About Marco Polo Seatrade

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than $100 million
and less than $500 million.


MARCO POLO SEATRADE: Credit Agricole Questions Jurisdiction
-----------------------------------------------------------
Credit Agricole Corporate and Investment Bank on Tuesday filed
with the U.S. Bankruptcy Court an objection to Marco Polo Seatrade
B.V.'s request to use cash collateral, calling the Debtors'
bankruptcy filing a "sham" to harass Credit Agricole and attempt
to thwart its ability to realize on its secured interest in the
collateral.  Credit Agricole also pointed out the Debtors have no
actual connection with the Court's jurisdiction.

Credit Agricole serves as agent, security trustee, swap bank and
issuing bank, pursuant to a loan agreement dated Sept. 22, 2005,
with Marco Polo.  Credit Agricole holds first preferred
shipmortgages over three of the Debtors' vessels.

The bankruptcy filings were prompted after Credit Agricole seized
one ship on July 21, 2011, and was on the cusp of seizing two more
on July 29.  The arrest of the vessel was authorized by the U.K.
Admiralty Court.  Credit Agricole also swept nearly $1.8 million
-- Cash Sweep -- from the Debtors' operating accounts on July 29.
The Chapter 11 filing precluded the seizure of the two other
vessels.

Credit Agricole said as of July 27, $87.7 million, plus all
accrued interest, were due under the Loan.

In their request to use Cash Collateral, the Debtors said the Cash
Sweep stripped them of a significant portion of their working
capital.  For the Debtors to succeed, their fleet of tankers must
continue to operate on the high seas without interruption.  To
achieve that, the Debtors must have access to their remaining Cash
Collateral, as well as Cash Collateral generated from future
receivables and other revenues.  If deprived of their Cash
Collateral, the Debtors said they will be unable to pay for the
fuel that powers the vessels, to pay the crews that maintain and
navigate them, to purchase the parts and materials necessary to
keep them sailing, and to provide for an extensive list of other
items necessary for the operation of the Debtors' businesses.  If
the Debtors are permitted to use their cash collateral, they
estimate that it will enable them to generate monthly revenues of
roughly $2.5 million, which they further estimate will be
sufficient to operate the business and this restructuring case.
However, every day that a single tanker is unable to operate, the
Debtors move one step closer to being rendered incapable of
surviving as a going concern.

The Debtors have filed a one-page consolidated cashflow from
July 29, 2011, up to Aug. 29, 2011.  The chart shows the Debtors
have $2,632,412 cash at July 29.  The Debtors expect that to
dwindle to $840,319 by the end of one month, after costs and
expenses.

According to Credit Agricole, with almost $19 million in unsecured
debt, over $10 million of which is trade debt, the Debtors gave no
indication how the use of about $1.7 million will alleviate their
circumstances.  The trade debt, Credit Agricole explained, is
important because the creditors likely have maritime claims that
could lead to the arrest or attachment of the vessels by creditors
not subject to the Bankruptcy Court's jurisdiction.

Credit Agricole said the Debtors have not disclosed that on
June 28, Top Ships obtained a court order for the arrest of one
vessel in Savona Italy, putting Credit Agricole's security at
risk.

The Debtors said Credit Agricole will be adequately protected by
the Cash Collateral use through the granting of replacement
security interests and liens on the Debtors' assets, but excluding
causes of actions and all avoidance actions arising under chapter
5 of the Bankruptcy Code.

Royal Bank of Scotland, the agent for lenders with mortgages on
three other vessels to secure a $117.7 million debt, will also be
granted replacement liens.

In its objection, Credit Agricole scoffed at the proposed adequate
protection. Credit Agricole said it is being offered "security
over assets on which it already has a security interest."

The Debtors are also asking the Court to enter a protective order
finding that certain unrestricted accounts are not subject to the
liens of the Debtors' Senior Lenders.  Futmarine, the Debtors' 50%
owned non-debtor affiliate, maintains two accounts with Credit
Agricole holding roughly $4.874 million and $20,012.82,
representing proceeds from the sale of unfinished hulls.  The
Debtors do not believe that the Unrestricted Credit Agricole
Accounts are subject to any liens or security interests of any of
the Credit Agricole Lenders.

The Debtors also maintain five accounts with RBS holding
$1,099,193.  The Debtors believe that one of these accounts was a
cash intake account for a ship that had been pledged as collateral
under the RBS Credit Agreement but previously sold to a third
party.  Upon the sale of this vessel, the Debtors believe that the
account was similarly released from RBS's security interests, if
any.  The Debtors further believe that the remaining Unrestricted
RBS Accounts represent general commercial accounts maintained by
the Debtors with RBS and are not subject to any pledges under the
RBS Credit Agreement.

Credit Agricole is represented by:

          Alfred E. Yudes, Jr., Esq.
          Jane Freeberg Sarma, Esq.
          WATSON, FARLEY & WILLIAMS (NEW YORK) LLP
          133 Avenue of the Americas, 11th Floor
          New York, NY 10036
          Tel: 212-922-2200
          Fax: 212-922-1512
          E-mail: ayudes@wfw.com
                  jfreeberg@wfw.com

                     About Marco Polo Seatrade

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than $100 million
and less than $500 million.


MCCLATCHY CO: Reports $4.94 Million Net Income in Q2
----------------------------------------------------
The McClatchy Company reported net income of $4.94 million on
$314.25 million of net revenues for the three months ended
June 26, 2011, compared with net income of $7.27 million on
$342.03 million of net revenues for the three months ended
June 27, 2010.

The Company also reported net income of $2.98 million on $617.98
million of net revenues for the six months ended June 26, 2011,
compared with net income of $9.48 million on $677.59 million of
net revenues for the six months ended June 27, 2010.

Commenting on McClatchy's second quarter results, Gary Pruitt,
chairman and chief executive officer, said, "Advertising revenues
were down 9.4% in the second quarter of 2011 compared to a decline
of 11.0% in the first quarter versus the same periods in 2010.  We
saw some improvement in revenue trends in the second quarter of
2011, helped in part by retail advertising associated with the
later Easter holiday in April. Still it is clear that the weak
economic recovery is having an impact in the markets we serve."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/NkMLYd

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 27, 2011, showed
$3.04 billion in total assets, $2.82 billion in total liabilities,
and $220.13 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MCCLATCHY CO: Board Amends Benefit Restoration and Bonus Plans
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of the
McClatchy Company amended and restated the McClatchy Company
Benefit Restoration Plan and the McClatchy Company Bonus
Recognition Plan, effective July 25, 2011.  Benefits under the
Plans are earned in years in which the Company (i) makes a
matching contribution to employees under the 401(k) plan or (ii)
makes a profit sharing supplemental contribution to employees
under the 401(k) plan.  Prior to the amendments, the Plans
provided that any benefits received by participants were accrued
with interest and would be distributed in three equal installments
commencing in January of the calendar year following their
employment termination date or, if later, as of the first day of
the seventh month following their employment termination date.

The amendments to the Plans allow for the payment of eligible
benefits that are credited to the Plans for the 2011 calendar year
or later to be distributed to vested employees following the close
of each year in which benefits are earned without interest.

With respect to those amounts previously credited under the Plans,
the termination of the deferred compensation feature under the
Amendments will result in distributions of payments to named
executive officers as soon as reasonably practicable after
July 25, 2012.  Due to Frank R.J. Whittaker's retirement on
May 27, 2011, prior to the adoption of the Amendments, a third of
his total amount will be distributed to him in January 2012
pursuant to the Plans, with the remainder being distributed to him
as soon as reasonably practicable after July 25, 2012, pursuant to
the Amendments.

A full-text copy of the McClatchy Company Benefit Restoration Plan
is available for free at http://is.gd/u6rEO8

A full-text copy of the McClatchy Company Bonus Recognition Plan
is available for free at http://is.gd/2oepzW

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

                        http://is.gd/QSVOlt

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 27, 2011, showed
$3.04 billion in total assets, $2.82 billion in total liabilities,
and $220.13 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MERRITT AND WALDING: Can Collect Aug. Rent and Use Cash Collateral
------------------------------------------------------------------
Judge Margaret A. Mahoney authorized Merritt and Walding
Properties, LLP, to collect all Rents, due and owing to Debtor and
Bryant Bank from Aug. 1 to 30, 2011.  Bryant will immediately
notify all tenants that they are to pay to Debtor the unpaid Rents
owed for the month of August 2011.

From the rents collected, Debtor will retain $920.57 to pay ad
valorem taxes on the Mortgage Collateral and $722 for insurance on
the Mortgage Collateral.  A payment of $10,000 will be paid to
Bryant Bank on or before August 15, 2011, to be applied against
the Bryant Bank Indebtedness in Bryant Bank's sole discretion.
The balance of the August 2011 rent will be available for use by
the Debtor in the ordinary course of its business.

The Final Hearing on the use of cash collateral will be held at
8:30 a.m. on Tuesday, Aug. 16, 2011.

Bryant Bank is owed $1,267,335, comprised of a principal balance
of $1,249,806, accrued interest of $16,280 and late charges of
$1,250, as of the Petition Date, secured by, among other things,
certain of the Debtor's personal property, and a first priority
mortgage lien in the Debtor's properties located in Mobile,
Alabama, and Prichard, Alabama, including all leases, rents, cash
and accounts receivable, subject to Bryant's security interest.
The obligations are also unconditionally guaranteed by Merritt Oil
Co., Inc., Fred Raymond Walding and Richard T. Merritt.

               About Merritt and Walding Properties

Merritt and Walding Properties, LLP, in Pt. Clear, Alabama, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-02322) on
June 10, 2011.  Irvin Grodsky, P.C., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard T. Merritt and R. Fred Walding, as general partners.

An affiliate of the debtor, Richard T. Merritt (Bankr. S.D. Ala.
Case No. 11-00380) filed for bankruptcy on Feb. 1, 2011.

An Official Committee of Unsecured Creditors has not been
appointed in the case.


METROPOLITAN HEALTH: S&P Assigns 'B+' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating to Metropolitan Health Networks Inc. Standard &
Poor's also said that the outlook on MDF is stable.

"At the same time, we assigned our 'BB-' senior secured debt
rating and '2' recovery rating to MDF's proposed $25 million
senior secured revolving credit facility maturing in 2016 and $240
million senior secured term loan also maturing in 2016. We also
assigned our 'B-' debt rating and '6' recovery rating to the
company's proposed $90 million second-lien term loan maturing in
2017," S&P related.

MDF is acquiring Continuecare Corp. (NYSE:CNU); the transaction is
expected to close in August 2011. The counterparty credit rating
on MDF is based on the consolidated company's post-acquisition
established and expanding competitive position and strengthened
earnings profile. Offsetting these positive factors are the
company's geographic, product, and client concentrations; weak
balance-sheet quality; and integration risk.

On a pro forma basis, MDF -- which operates exclusively in Florida
-- will have 68,000 members when the acquisition is complete,
including about 54,000 Medicare Advantage (MA) members. Florida is
one of the most attractive MA markets, with the second-largest
number of Medicare beneficiaries, a 29% MA penetration rate
compared with the 24.6% national average, and an average per
member per month (PMPM) reimbursement of $941 compared with an
$848 national average. Acquiring CNU results in greater geographic
diversity within Florida for MDF and adds significant membership
in the Ft. Lauderdale, Miami, and Tampa areas.

"We expect that the acquisition will also strengthen the company's
earning profile. MDF's pro forma pretax earnings margin will
likely be 8%-9% for 2011 and 9%-10% in 2012. Furthermore, because
the company does not take any insurance risk, it is not subject to
health care reform's minimum loss ratio provisions," S&P related.

However, MDF has significant geographic, product and client
concentrations. For example, the company operates exclusively in
Florida, and 80% of its pro forma 2010 revenues came from Humana
MA capitation payments. "Furthermore, we believe that MDF's
profitability depends, in part, on the level of funding for
governmental health care programs and its ability to manage care
efficiently," S&P said.

"We consider MDF's pro forma balance-sheet quality to be weak. The
company's revised capital structure will consist of intermediate
debt and common equity. As a result, MDF maintains cash in excess
of medical claims payable and claims incurred but not reported,
but we believe that MDF's revised capital structure is weak
because it provides only for a very modest buffer against adverse
business development. Furthermore, the CNU acquisition has
integration risk, as it is by far MDF's largest," S&P related.

"The outlook is stable, indicating our view that we consider a
rating change unlikely over the next 12 to 18 months. We expect
that MDF will achieve sustained growth in revenues, earnings, and
members in the near to intermediate term. At year-end 2011, we
expect the company's revenue to be about $700 million on a pro
forma basis and membership to be 65,000-70,000," S&P said.

If MDF meets Standard & Poor's pro forma earnings expectations for
2011, its pretax income would result in about an 8%-9% return on
revenue. "We expect pro forma 2011 debt to EBITDA to be 3.0x-3.5x
and EBITDA interest coverage to be 3.5x-4.0x," S&P said.

"Though unlikely, we could lower the rating by one notch if
earnings, debt to EBITDA, or EBITDA interest coverage were to fall
significantly below expectations," said Standard & Poor's credit
analyst Neal Freedman. "Alternatively, we could raise the ratings
by one notch if these items were to exceed expectations
significantly."


MPG OFFICE: Reports $138.6-Mil. Net Income in Second Quarter
------------------------------------------------------------
MPG Office Trust, Inc., reported net income of $138.67 million on
$86.42 million of total revenue for the three months ended
June 30, 2011, compared with a net loss of $56.17 million on
$88.04 million of total revenue for the same period a year ago.

The Company also reported net income of $98.68 million on $170.99
million of total revenue for the six months ended June 30, 2011,
compared with a net loss of $30.24 million on $178.17 million of
total revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.38 billion
in total assets, $3.32 billion in total liabilities and a $939.33
million total deficit.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/xNAWeq

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MRS. FIELDS: Launches Specialty Coffees in Chicago Market
---------------------------------------------------------
Emily Bryson York, writing for The Chicago Tribune, reports that
Mrs. Fields is using Chicago as a test market as it attempts to
re-energize with a broader menu, focusing on a push into specialty
coffees and eventually breakfast and lunch.  Mrs. Fields opened a
prototype for future stores at 242 S. State St.  According to
Tribune, the modern feel is more Seattle's Best Coffee than cookie
stand, with the store offering lattes, ice-blended beverages and
coffee flavors such as snickerdoodle and white chocolate macadamia
nut.  The company is using the model to entice franchisees to
convert existing stores and build new locations outside of malls.

                         About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-11953) on Aug. 24, 2008.  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represented the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  Mrs. Fields' consolidated
balance sheet at March 29, 2008, showed $147.2 million in total
assets and $247.2 million in total liabilities, resulting in a
$100.0 million member's deficit.  Mrs. Fields emerged from its
two-month-long Chapter 11 restructuring in October 2008.

As of March 29, 2008, the company's franchise systems operated
through a network of 1,278 retail concept locations throughout the
United States and in 21 foreign countries.  Now, Mrs. Fields has
280 stores in the U.S.


MSR RESORT: Wants Lease Decision Period Extended Until Sept. 30
---------------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend until Sept. 30,
2011, the time to assume or reject unexpired nonresidential real
property leases.

The Debtor set an Aug. 17 hearing on the requested lease decision
period.  Objections, if any, are due Aug. 10, at 4 p.m. prevailing
Eastern Time.

Each of the Debtor fee owners of the resorts are parties to
certain operating leases with the Debtor operating lessees, which
are outside of the fee ownership chain.

The Debtors have determined that it would not be prudent for them
to make determinations concerning the assumption or rejection of
the Operating Leases on or before Aug. 30, 2011.  The Debtors are
attempting to reach a consensual renegotiation of the Hilton
Management Agreements.  To the extent the Debtors are unable to
reach such a resolution, they will need to seek an adjudication on
certain estoppel certificates executed by Hilton on April 11,
2007, for each of the Hilton Resorts, and complete the process of
transitioning from Hilton to a new manager.

The Debtors explained that they are restructuring their resort
management and branding agreements, and the treatment of the
operating leases is a key part of the process.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Debtors' cases.  Alston & Bird LLP represents the Committee and
Jefferies & Company, Inc., serves as financial advisor.


MSR RESORT: Committee Can Hire Alston & Bird LLP as Counsel
-----------------------------------------------------------
Hon. Sean H. Lane of the U.S. Bankruptcy Court Southern District
Of New York has authorized the official committee of unsecured
creditors of MSR Resort Golf Course LLC to retain Alston & Bird
LLP as counsel.

In addition to acting as primary spokesman for the Committee, it
is expected that Alston & Bird LLP's services will include,
without limitation, assisting, advising, and representing the
Committee with respect to the following matters:

   (a) The administration of the cases and the exercise of
       oversight with respect to the Debtors' affairs including
       all issues arising from or impacting the Debtors or the
       Committee in the chapter 11 cases;

   (b) The preparation on behalf of the Committee of all necessary
       applications, motions, orders, reports, and other legal
       papers; and

   (c) Appearances in the Court to represent the interests of the
       Committee;

The firm's hourly rates are:

            Personnel                       Rates
            ---------                       -----
            Partner                       $595 - $985
            Counsel                       $550 - $850
            Associate                     $365 - $630
            Paralegal                     $190 - $285

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NEBRASKA BOOK: Gets OK to Pay $13.35MM of Critical Vendors Claims
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, authorized, on a final basis, Nebraska Book
Company, Inc., et al., to pay in the ordinary course of business
Section 503(b)(9) claims and critical vendor claims.

The Debtors are authorized in their sole discretion to pay Section
503(b)(9) claims in an aggregate amount not to exceed $7.44
million, and critical vendor claims in the aggregate amount not to
exceed $13.35 million.

As reported in the Troubled Company Reporter on July 4, 2011,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
related that the Debtors have identified approximately 1,527
vendors as Critical Vendor candidates out of an active vendor
list covering approximately 40,800 active vendors, suppliers,
and service providers.  The Debtors' trade relationships with
their Critical Vendors are not generally governed by long-term
contracts, thus, the Debtors believe that they may materially
deteriorate causing disruption to the Debtors' operations if the
Debtors are unable to pay Critical Vendor Claims.  In addition,
certain Critical Vendors have small operations with limited access
to working capital and may be highly dependent upon the Debtors'
business for a substantial portion of their revenues. The failure
to pay certain Critical Vendor Claims could result in Critical
Vendors either filing their own bankruptcy cases or ceasing
operations altogether.

These Critical Vendor candidates generally include:

    (a) Publishers;

    (b) General Merchandise Vendors;

    (c) Systems Vendors; and

    (d) Construction Services Providers.

Ms. Jones stated that the Debtors intend to pay the Section
503(b)(9) Claims and Critical Vendor Claims only to the extent
necessary to preserve their businesses.  In return for paying the
Section 503(b)(9) Claims and Critical Vendor Claims, the Debtors
will require that the applicable supplier or vendor provide
favorable trade credit terms for the postpetition delivery of
goods and services.  Specifically, the Debtors propose to
condition the payment of Section 503(b)(9) Claims and Critical
Vendor Claims upon each supplier or vendor's agreement to continue
supplying goods and services on terms that are acceptable to the
Debtors in light of customary industry practices.  In some
circumstances, the Debtors may require certain suppliers or
vendors enter into a contractual agreement evidencing such terms.

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NO FEAR: Ryders Compound Takes Business Out of Bankruptcy
---------------------------------------------------------
Bradley J. Fikes at North Country Times reports that No Fear
Retail Stores Inc.'s business has emerged from the Chapter 11
bankruptcy free of debt and with new owners.

According to the report, the winning bid by Ryderz Compound Inc.
consisted of $2.2 million cash and a waiver by creditor Jido &
Juniar Inc. of its claim for $4.37 million, according to the July
27 order by Judge Margaret M. Mann of the U.S. Bankruptcy Court
for the Southern District of California.

The report says, being cleared of debt is obviously a good thing
for the company, but No Fear faces "a very difficult landscape" in
the retail sector, said Mike Lewis, editor-in-chief of the trade
magazine Transworld Business.  The sector has been hit by
"numerous bankruptcies" and consolidation in recent years.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NO FEAR: Committee Has Until Aug. 15 to Respond on Lease Motion
---------------------------------------------------------------
Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California approved a stipulation extending
until Aug. 15, 2011, the deadline to respond to the request of No
Fear Retail Stores, Inc., et al., regarding reinstatement and
assumption of leases, and payment of prepetition amounts owing.

On March 25, 2011, the Debtor sought authorization to reinstate
and assume the currently-terminated leases on two of the Debtors
retail stores in Modesto, California and Victorville, California.

The stipulation was entered between the Debtor and the Official
Committee of Unsecured Creditors.  The Committee related that it
needed additional time to consider the relief requested in the
motion.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NO FEAR: U.S. Trustee Adds Tony Wanket to Creditors Committee
-------------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed an
Tony Wanket Construction Co. as additional member to No Fear
Retail Stores, Inc.'s Committee of Unsecured Creditors.

The present members of the Creditors Committee are.

  a) Tony Wanket Construction Co
     15011 Las Panideras
     Rancho Santa Fe, CA 92067
     ATTN: Tony Wanket
     Tel: (760) 497-4622
     E-mail: wanket.tony@gmail.com

  b) Reno Retail Company LLC
     2222 Arlington Avenue
     Birmingham, AL 35205
     Attention: Jeffrey M. Pomery
     Tel: (205) 795-4142
     Fax: (205) 795-4162
     E-mail: jpomery@bayerproperties.com

  c) La Jolla Group
     14359 Myford Road
     Irvine, CA 92606
     Attention: Bill Bussiere
     Tel: (949) 428-3013
     Fax: (949) 334-1342
     E-mail: bill.bussiere@lajollagroup.com

  d) SRH Production Inc.
     2826 La Mirada Dr., Suite B
     Vista, CA 92081
     Attention: Ryan White
     Tel: (619) 804-3477
     Fax: (760) 599-4595
     E-mail: Ryan@srh.com

                        About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NOAH GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The Noah Group, Llc
        1114 7th Ave
        Neptune, NJ 07753-5144

Bankruptcy Case No.: 11-32702

Chapter 11 Petition Date: July 29, 2011

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

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

Scheduled Assets: $1,750,000

Scheduled Debts: $1,995,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by R. Reginald Hyde, II, member


NORTHCORE TECHNOLOGIES: To Launch Discount This in September
------------------------------------------------------------
Northcore Technologies Inc. and Discount This Holdings Inc.
announced the launch date for the Discount This platform.

Discount This is a unique entry in the Group Buying arena.  It is
the first product to introduce viral discount accelerants and
Northcore's proprietary Dutch Auction to the fast growing area of
social discounting.  Members are incented to bring their circle of
friends and contacts "into the deal", and by doing so, additional
benefits will accrue to all participants.  Discount This members
are also able to participate in unique Dutch Auction events where
prices will fall as the deal time expires.

"We are pleased with the results of our initial platform testing,"
said Michael Smith, CEO Discount This.  "Our product represents
one of the few unique commerce alternatives for both the buyer and
vendor communities.  I am extremely excited about the opportunity
to bring our compelling new vision of social discounting to the
market beginning this September."

"The launch of our first social commerce product is a significant
event for Northcore," said Amit Monga, CEO of Northcore
Technologies.  "We believe that this platform demonstrates our
ability to rapidly deliver robust solutions.  The incorporation of
strong social linkages and our Dutch Auction process helps to
showcase our proprietary intellectual property and maximize the
market impact for our partners at Discount This."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at March 31, 2011, showed C$595,000 in
total assets, C$1.83 million in total liabilities and a C$1.24
million in total shareholders' deficiency.


NORTHERN BERKSHIRE: Mary McKenna Named as Patient Care Ombudsman
----------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 1, notified the
U.S. Bankruptcy Court for the District of Massachusetts of the
appointment of

         Mary E. McKenna
         One Ashburton Place, 5th Floor
         Boston, MA 02108

as patient care ombudsman in the Chapter 11 cases of Northern
Berkshire Healthcare, Inc., et al.  Ms. McKenna is the State Long-
Term Care Ombudsman for the Commonwealth of Massachusetts.

On July 15, 2011, the Hon. Henry J. Borroff ordered the U.S.
Trustee to appoint a patient care ombudsman in the Debtor's case.

The U.S. Trustee is represented by:

         Richard T. King, Esq., Assistant U.S. Trustee
         United States Department of Justice
         Office of the United States Trustee
         446 Main Street, 14th Floor
         Worcester, MA 01608
         Tel: (508) 793-0555
         Fax: (508) 793-0558
         E-mail: richard.t.king@usdoj.gov

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel, and Huron Consulting Services LLC as its financial
advisor.


NUVILEX INC: Delays Filing of Annual Report on Form 10-K
--------------------------------------------------------
Nuvilex, Inc., informed the U.S. Securities and Exchange
Commission that is unable to file its annual report on Form 10-K
for the period ended April 30, 2011, within the prescribed time
period because it was presented with numerous issues which were
recognized and occurred in the last few days prior to completion
of this year's 10-K which created additional ramifications and
were not readily addressable so as to allow filing by July 29,
2011.  Additionally, the Company said, substantial advancements in
the Company have occurred since April 30, 2011, which need to be
addressed as the Company moves forward and need to be included in
the Subsequent Event pages, causing increased issues to relate to
the public as the Company makes substantial strides to move the
Company forward from its prior condition it was in during and
prior to 2011 fiscal year end.

                         About Nuvilex Inc.

Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX) --
http://www.nuvilex.com/-- operates independently and through
wholly-owned subsidiaries and is dedicated to bringing to market
scientifically derived products designed to improve the health and
well-being of those who use them.  The Company currently
manufactures, directly or indirectly through independent
contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and
related private label ink products), and Talysn(TM) Scar Cream for
sale worldwide.

The Company's balance sheet at Jan. 31, 2011, showed $1.2 million
in total assets, $3.4 million in total liabilities, all current,
and a stockholders' deficit of $2.2 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about
Nuvilex's ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2010.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


PEGASUS RURAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Pegasus Rural Broadband, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $3,648,451
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $51,964,574
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,836,600
                                 -----------      -----------
        TOTAL                     $3,648,451      $57,801,174

Debtor-affiliates also filed their respective schedules,
disclosing:

                                   Assets         Liabilities
                                 -----------      -----------
Xanadoo Holdings, Inc.          $34,889,494       $58,525,686
Xanadoo, LLC                    $10,328,363       $96,808,132
Xanadoo Spectrum, LLC               Unknown       $51,964,574
Pegasus Guard Band, LLC       $300,000,000        $58,768,665

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  NHB Advisors Inc. is their financial advisors.  Epiq
Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PHOENIX FOOTWEAR: Steven Tannenbaum Discloses 58.3% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Steven Tannenbaum and his affiliates disclosed that
they beneficially own 6,669,703 shares of common stock of Phoenix
Footwear Group, Inc.,  representing 58.3% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/fMBOO1

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company reported a net loss of $1.70 million on $17.26 million
of net sales for the year ended Jan. 1, 2011, compared with a net
loss of $6.99 million on $18.76 million of net sales during the
prior year.

The Company's balance sheet at Jan. 1, 2011 showed $10.74 million
in total assets, $7.90 million in total liabilities and $2.84
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Mayer Hoffman McCann
P.C., San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
continuing operations.


POKAGON GAMING: S&P Withdraws 'B+' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' issuer credit rating, on New Buffalo, Mich.-based Pokagon
Gaming Authority at the request of the issuer. The Authority has
fully repaid its senior notes due 2014, of which $284 million was
outstanding as of April 3, 2011.


POLLO WEST: 9 South Calif. El Pollo Loco Locations Up for Sale
--------------------------------------------------------------
Nancy Luna at the Orange County Register reports that nine El
Pollo Loco locations in Southern California are up for sale as
part of a Chapter 11 bankruptcy proceeding.

According to the report, the owner of estates of Pollo West Corp.
and Mi Pollo plans to sell nine of her 13 restaurants, according
to National Franchise Sales.  The Newport Beach brokerage company
will oversee the sale of the restaurants.

The bankruptcy filing by the local franchisee comes as the Costa
Mesa-based chicken chain struggles financially.  Last week, the
chain's corporate headquarters laid off five employees, including
a communications executive, according to the Orange County
Register.

In May, the company reported a net loss of $4.7 million for the 13
weeks ended March 30 compared to a $5.6 million loss for the same
period last year, the report relates.

Pollo West Corp. and Mi Pollo, Inc. filed Chapter 11 petition
(Bankr. C.D. Calif. Case Nos. 11-11433 and 11-11434) on Feb. 3,
2011.  David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP,
in Los Angeles, serves as counsel to the Debtors.  Pollo West
estimated assets and debts of $1 million to $10 million as of the
Chapter 11 filing.


PONTIAC CITY: Fitch Affirms Ratings on Bonds at 'CCC'
-----------------------------------------------------
As part of its continuous surveillance effort, Fitch Ratings
affirms the city of Pontiac, Michigan's ratings:

   -- $7.5 million Pontiac General Building Authority limited tax
      general obligation (GO) bonds, series 2002 at 'CCC';

   -- $3.9 million Pontiac Tax Increment Finance Authority (TIFA)
      (development area #2) tax increment revenue and refunding
      bonds, series 2002 at 'CCC';

   -- $24.2 million Pontiac TIFA (development area #3) tax
      increment revenue bonds, series 2002 at 'CCC'.

The Rating Outlook is Stable.

Security

The building authority bonds are secured by cash rentals payable
by the city under the lease between the authority and the city.
The cash rental payments are backed by the city's full faith and
credit and its ad valorem taxing power, subject to constitutional,
charter and statutory limitations. Payment under the lease is not
subject to annual appropriation or subject to setoff or abatement
for any cause.

The TIFA #2 and #3 bonds are limited obligations of the TIFA
payable solely from tax increment revenues collected in the
development areas #2 and #3, respectively.

Key Rating Drivers

   -- Pontiac is an extremely economically stressed community in
      the Detroit metropolitan area with unemployment rates among
      the highest in the nation.

   -- The city's financial solvency remains precarious due to
      chronic structural imbalance and mounting accumulated
      deficits.

   -- The state appointed emergency financial manager (EFM) has
      depoliticized financial operations; however, options to
      restore any meaningful structural balance appear limited
      given continued revenue declines.

   -- Property tax and state sharing revenues are projected to
      decline materially in fiscal 2012, further stressing the
      city's fragile financial standing despite extraordinary
      expenditure reductions.

   -- The debt profile is manageable, pensions are well funded;
      however, the other post employment benefit (OPEB) liability
      is notable.

   -- Pledged revenues for the TIFA # 2 bonds are insufficient to
      cover debt service and have been subsidized from other
      surplus sources.

What Could Trigger a Rating Action

   -- Management's inability to successfully address its current
      financial challenges.

   -- Availability of timely financial information and access to
      management is key to maintaining a rating.

Credit Profile

Fitch believes Pontiac will continue to languish economically and
financially as it struggles to transition away from its
traditionally manufacturing-based roots. Following multiple years
of weak financial performance, a state-appointed EFM was appointed
in March of 2009. The EFM is employed by the state to re-establish
structural integrity and eliminate the accumulative deficit within
five years with authority over labor negotiations, hiring,
spending, and most other financial concerns. While Fitch believes
the presence of the EFM provides a degree of stability to the
city, options to restore any meaningful structural balance appear
limited given continued revenue declines.

Pontiac has demonstrated subpar financial performance for most of
the past decade. After issuing $21 million deficit bonds in 2006
to reduce its cumulative general fund deficit, the city generated
operating deficits for the next two subsequent years. Audited
results for fiscal 2010 (June 30) produced a qualified audit
opinion and identified multiple significant deficiencies and
weakness. While the year ended with a small general fund surplus
of $700,000 attributable to several one-time revenue gains and
significant spending cuts, the ending deficit position was a
negative $4.1 million or a negative 10.1% of spending.

The EFM has employed extraordinary expenditure reduction methods,
including shifting the police force to Oakland County, privatizing
several governmental functions and dramatically reducing staff, to
help restore structural balance. The city estimates it ended
fiscal 2011 with a $759,000 general fund operating surplus or 2%
of expenditures and transfers out. The operating surplus was
achieved primarily with staff cuts and service privatization and
assisted by a $4 million one-time healthcare reimbursement.
Unfortunately, the financial progress is projected to be short-
lived as several major revenue sources are budgeted to materially
decline in fiscal 2012. Taxable property tax values declined 21%
resulting in a projected $2.6 million decline in general fund
revenues, and state revenue sharing is budgeted to decline $2
million (20%) in fiscal 2012. Otherwise stated, the city will be
losing $4.6 million or 22% of combined property tax and state aid
compared to the year prior. Total general fund revenues are
budgeted to decline $5 million (13%).

The city's financial difficulties are further compounded by the
potential subsidy of TIFA debt in 2012. Taxable property values
within TIFA #2 decreased 80% from the year prior primarily because
of a successful General Motors Corporation tax appeal. As a
result, tax increment revenues will decrease $1.7 million in 2012,
leaving $216,000 to pay TIFA #2 debt service of $2.7 million. The
city originally budgeted $2.4 million from its general fund to
plug the shortfall; however, the city now expects to at least
partially subsidize the payment with unspent bond proceeds in the
TIFA project account. Overall, based on the original deficit
elimination plan, the city budgeted a $9.2 million general fund
operating deficit for 2012, and projected an $11 million operating
deficit in fiscal 2013, which would have pushed the accumulated
deficit to $24.2 million. The EFM submitted a revised deficit
elimination plan that addresses the entire fiscal 2012 budget gap
and a portion of the fiscal 2013 gap, and currently is awaiting
state endorsement of the revised plan.

Pontiac has been struggling with the decline of the auto industry
where, at one point, General Motors Corporation employed 15,000
people and accounted for 25% of aggregate taxable property value.
Employment declined to 3,000 after the closure of both its truck
and assembly plants in 2009, and its taxable value now accounts
for less than 5% of the total tax base. While smaller local
employers have remained relatively stable, all employment sectors
have experienced persistent declines. Citywide unemployment rates
have improved from 31% in October of 2009; however, rates are
still troublesome at 24% in April 2011. The individual poverty
rate is almost double the state average, and median household
income equals 65% of the state mean. The local housing market
continues to struggle as evidenced by the high number of
delinquencies and foreclosures.

Direct debt totals a modest $916 per capita and 1.5% of full
market value, and principal amortization is above average with 72%
repaid within 10 years. The city provides pension benefits to its
employees through a single-employer defined benefit pension plan.
Both plans are currently over-funded. The city also provides OPEB
benefits, which the city currently funds on a pay-as-you-go basis.
As of June 2010, the OPEB unfunded actuarial accrued liability
totaled $306 million or a high 8.6% of market value.


PONTIAC CITY: Fitch Affirms Water, Sewer Revenue Bonds at 'B-'
--------------------------------------------------------------
Fitch Ratings takes this rating action on Pontiac, MI (the city)
as part of its continuous surveillance effort:

   -- Approximately $2.3 million Pontiac water revenue bonds,
      series 1995 and 2002, affirmed at 'B-';

   -- Approximately $3.5 million Pontiac sewer revenue bonds,
      series 2002, affirmed at 'B-'.

The Rating Outlook is Stable.

Security

The water revenue bonds are secured by net revenues of the city's
water system. The sewer revenue bonds are secured by net revenues
of the city's sewer system.

Credit Summary

The ratings of the water revenue bonds and sewer revenue bonds
reflect the city's overall financial position which remains
precarious due to structural imbalance and mounting accumulated
deficits. In the past, transfers from the water and sewer fund
were required to support the city's general fund. However, at the
end of fiscal 2010, all outstanding advances from the general fund
had been repaid.

Key Rating Drivers

Economically Depressed Service Area: Pontiac is an extremely
economically stressed city in the Detroit metropolitan area with
unemployment rates among the highest in the nation.

High Receivables and Uncollectibles: Revenue collection rates are
poor and receivables are high at both utilities. Operations of
both systems were turned over to a private entity, United Water,
which is expected to save operating costs and improve revenue
collections.

Rate Increases Implemented: Rate increases have been implemented
in December 2009 and most recently in June 2011 to achieve stable
financial margins. Rate adjustments only need the approval of the
Emergency Fiscal Manager (EFM) and do not need City Council
approval.

Audit and Informational Deficiencies: Financial performance in
2010 was mixed, and the audit (performed by a newly appointed
auditor) was qualified and identified numerous significant
deficiencies. Indications of year end results for fiscal 2011
(June 30 fiscal year) were not made available to Fitch.

Significant Personnel Turnover: Management and staff turnover and
the availability of timely information is an ongoing credit
concern.

What Could Trigger a Rating Action

Timely Availability of Information: The availability of timely
financial and other information, about which Fitch has concerns
given management and staffing turnover, is key to maintaining the
rating. A lack of such information would make necessary a rating
withdrawal.

Lower Operating Costs: Operational cost savings and improved
financial performance as a result of the operating contract with
United Water could provide support for a higher rating.

Achieving Structural Balance: The collection of sufficient
revenues, given the low collection rate, is a key to bringing
balance between the revenues and expenditures of each utility
fund.

Credit Profile

Significant Financial Pressure

The city continues to experience significant financial pressure.
The crisis prompted the state to appoint an EFM in 2009 in
conjunction with the governor's declaration of a local fiscal
emergency. Since that time, the past practice of using the water
and sewer systems to support general fund operations appears to
have been discontinued. However, Fitch continues to view the
credit quality of the water and sewer systems to be very closely
tied to that of the city's overall financial health. Fitch
anticipated that the presence of the EFM would provide a degree of
stability to the city, but turnover at this position and a lack of
progress in stabilizing financial operations has led to concerns
regarding management's ability to implement the magnitude of
actions required. These concerns are compounded by Fitch's
inability to obtain consistently accurate and timely financial
information. Since Fitch's last review in January 2011, no year-
to-date financial information was made available by management in
regard to financial performance in fiscal 2011.

New System Operator

As of July 1, 2011, United Water took over operations of the water
and sewer systems under an operating agreement with the city. The
EFM anticipates that United Water will be able to improve water
losses and revenue collections as well as operate the system for a
lower cost. Rates were increased 5% at the water system and 14% at
the sewer system as of July 1, 2011 as well, although this
reflects increasing water supply and treatment costs. Additional
rate increases may be necessary within fiscal 2012.

Rate Increase Implemented; Collections Weak

In fiscal 2010, rate increases (9% for the water system and 30%
for the sewer system) became effective on Dec. 1, 2009. The rate
increases were effective for seven months of the fiscal year 2010
and were expected by management to generate sufficient revenues to
cover expenditures in each of the funds. However, revenue
collections in both funds were substantially below revenues
estimated in the mid-year 2010 budget (20% below for the water
system and 27% below for the wastewater system). Management
credits the lower than anticipated revenues to a fall-off in
consumption, including the loss of General Motors load, as well as
increased write-offs for uncollectible amounts.

Collection levels were only 84%. Collectively, both funds had
around $10 million in customer receivables at the end of fiscal
2010, as compared to $18.4 million in annual revenues. While both
funds experienced a net loss after depreciation in fiscal 2010,
financial performance had improved from fiscal 2009 due to a
reduction in expenditures and grant funds received from the state.
Debt service coverage of the water bonds was 1.7 times (x), while
debt service coverage of the wastewater bonds was 0.54x, which is
the third year the city has violated its rate covenant. Liquidity
levels in both funds were modest with days operating cash at 97
days and 55 days for the water and sewer funds, respectively.
Again, no update regarding the fund's cash reserves since year end
fiscal 2010 is available.

The additional revenues generated by the rate increases will be
needed to support the additional debt borrowed by the systems via
loans from the state revolving funds. In 2009, the water fund
borrowed $5.5 million from the state drinking water revolving fund
and the sewer fund borrowed $16 million from the state revolving
fund. Both loans allowed the city to take advantage of funds
provided by the American Recovery and Reinvestment Act which
provide 40% principal forgiveness on the loan amounts. Proceeds
are needed, despite the dire financial condition of the city, to
comply with regulatory requirements for both systems, certain of
which were mandated by the state.

Potential for Fund Transfers

In the past, the city has used funds from the water and sewer
funds to provide cash flow relief to the general fund. At the end
of fiscal 2010, there were no outstanding loans due from the
general fund. There was a small transfer from the water fund to
the sewer fund in the amount of $60,180. The overall poor
financial health of the city, and in particular the general fund,
is a relevant credit consideration for the water and sewer
ratings. In times of fiscal distress, cash flow from healthy
enterprise funds could be used to provide inter-fund loans to
other funds to support operations.


PRISZM INCOME: Sells Restaurants in the Maritimes for $2.5 Million
------------------------------------------------------------------
The Canadian Press reports that insolvent Priszm Income Fund said
Tuesday that it plans to sell 38 of its restaurants in
New Brunswick and Nova Scotia for about $2.5 million.

The sale to FMI Atlantic Inc., an entity controlled by a current
Canadian Yum! Restaurants International franchisee, is subject to
court approval under the Companies' Creditors Arrangement Act, the
Canadian Press relates.

Aside from customary closing conditions, the proposed transaction
is also subject to adequate landlord consents and approval by YUM!
Restaurants International, Priszm's senior debt holder, the report
notes.

Priszm, which is restructuring under court protection from
creditors, has already sold 204 of its restaurants including 63
properties owned by the trust, The Canadian Press reports.

The Troubled Company Reporter reported on July 4, 2011, Priszm
Income Fund successfully obtained an Order from the Ontario
Superior Court of Justice (Commercial Division) extending the stay
period in its Companies' Creditors Arrangement Act ("CCAA")
proceeding to Sept. 30, 2011.  The Company also received approval
of the appointment of Jim Robertson, the Company's current COO as
the new Chief Restructuring Officer effective July 1, 2011.
Furthermore, the court approved a process to solicit claims in
respect of any obligations and liabilities of the current or
former directors and officers or the CRO of the Priszm entities.

                      About Priszm Income Fund

Priszm Income Fund holds approximately a 60 per cent interest in
Priszm Limited Partnership, which owns and operates more than 400
quick service restaurants in seven provinces across Canada.  The
KFC, Taco Bell and Pizza Hut restaurants under Priszm serve more
than one million customers a week and employ approximately 6,500
people.  Approximately 100 locations are multi-branded, combining
two or more of the Fund's restaurant concepts.


QUALITY DISTRIBUTION: Reports $9.04 Million Net Income in Q2
------------------------------------------------------------
Quality Distribution, Inc., reported net income of $9.04 million
on $189.99 million of total operating revenues for the three
months ended June 30, 2011, compared with net income of $2.05
million on $177.55 million of total operating revenues for the
same period during the prior year.

The Company also reported net income of $11.76 million on $367.90
million of total operating revenues for the six months ended
June 30, 2011, compared with net income of $2.85 million on
$338.88 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at June 30, 2011, showed $279.36
million in total assets, $392.72 million in total liabilities and
a $113.35 million total shareholders' deficit.

"I am very pleased with the Company's solid earnings this quarter,
especially in light of lighter volumes in our core chemical
logistics business due to continued driver turnover issues," said
Gary Enzor, Chief Executive Officer.  "More importantly, we
recently won a multi-year contract with a major energy company to
provide full logistics for their 100 truck fresh and disposal
water hauling needs in the Marcellus Shale region.  The revenues
associated with this contract will begin ramping in the second
half of 2011 and are expected to be a significant contributor to
our top-line in 2012."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/fbE7Sc

                      About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUEPASA CORP: Insider Guides Discloses 37.2% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Insider Guides, Inc., disclosed that it beneficially
owns 8,718,819 shares of common stock of Quepasa Corporation
representing 37.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/EUKBkD

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUEPASA CORP: John Abbott Discloses 14.4% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, John Abbott and his affiliates disclosed that they
beneficially own 5,306,736 shares of common stock of Quepasa
Corporation representing 14.4% of the shares outstanding.  A full-
text copy of the filing is available for free at:

                       http://is.gd/X4hMDp

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUINCY MEDICAL: Names Mark O'Neill as New Chief Executive Officer
-----------------------------------------------------------------
Jon Chesto at the Patriot Ledger reports that Quincy Medical
Center will have a new CEO to guide it through the bankruptcy
process and into the arms of acquirer Steward Health Care System.

According to the report, the hospital's board of trustees has
decided to promote Mark O'Neill, a Hingham resident who has been
chief financial officer at the hospital for nearly four years, to
the top job at the hospital.  The promotion takes effect later
this month.

The report relates that Mr. O'Neill will replace John Kastanis, a
hospital turnaround specialist from New York who was hired in May
2010 as an interim chief executive officer.  Mr. Kastanis played a
crucial role in lining up a deal to sell the hospital to Steward
Health Care System, an arrangement that hinges on the Chapter 11
bankruptcy filing that the hospital made last month.

According to the Patriot Ledger, Grace Murphy-McAuliffe,
chairwoman of QMC's board, said Mr. O'Neill's three decades of
health care experience and his intimate knowledge of QMC's
finances make him the right person for the job.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: To Hire Navigant as Financial Advisor
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Quincy Medical Center seeks
permission from the U.S. Bankruptcy Court in Boston to hire
Navigant Capital Advisors LLC and Navigant Consulting Inc. as
financial advisers for the firm.  The company filed the
application on July 11.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


RACINE CENTER: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Racine Center, LLC
        203 Racine Dr.
        Wilmington, NC 28403

Bankruptcy Case No.: 11-05791

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-05791.pdf

The petition was signed by Michael Golonka, member/manager.


REPUBLIC MORTGAGE: S&P Lowers Counterparty Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Republic Mortgage Insurance Co.
and Republic Mortgage Insurance Co. of NC (collectively referred
to as RMIC) to 'B+' from 'BB+' and placed them on CreditWatch with
negative implications.

"We have revised our view of RMIC's strategic importance to Old
Republic International (ORI)," noted Standard & Poor's credit
analyst Robert E. Green. "We now view RMIC as non-strategically
important and attribute no group support to the RMIC ratings.
Consequently, the ratings are now equivalent to the companies'
stand-alone credit profile. Previously, we had considered the
group to be strategically important, though we had only attributed
two notches of support from the ORI group rather than the standard
three notches."

"We view the two operating companies of RMIC as a combined group
because an intercompany pooling arrangement effectively shares
business among both units. RMIC reported claim costs of $283.7
million in the second quarter of 2011, about 85% higher than in
the second quarter of 2010. Losses for the first half of 2011
generated a loss ratio of 221% compared with a loss ratio of 149%
for the first half of 2010 (excluding commutations and pool
transactions). These losses are beyond our expectations and
management's budgeted estimates for the year and have contributed
to a risk-to-combined-capital ratio of 45.7-to-1, which is well in
excess of a number of states' minimum requirements. In addition,
RMIC is generating small amounts of new premium revenue that could
cease if the companies go into run-off, which could hurt RMIC's
capital further. The company already has the smallest nominal
capital position of all the national mortgage insurers, with
$445 million of statutory capital as of June 30, 2011," S&P
related.

In addition, The Federal National Mortgage Association (FNMA)
announced as of July 29, 2011, that it was suspending RMIC as an
approved mortgage insurer. Uncertainty has also increased with
respect to RMIC's regulatory ability to write new business as well
as its approved status with FHLMC. Waivers granted by regulators
to Republic Mortgage Insurance Co. allowing it to continue to
write new business will expire on Aug. 31, 2011. With respect
to potential capital contributions, management has stated that
each Old Republic International operating company stands alone.

"We will resolve the CreditWatch status of the ratings when we
have completed our analysis of the company's quarterly results,
have further clarity as to the company's potential and ability to
write new business, and have further evaluated this quarter's
results, especially in relation to the question of reserve and
capital adequacy going forward.  If our analysis indicates that
further capital stress is likely, we could lower the rating by
one to two more notches," Mr. Green said. "Alternatively, if we
believe capital is sufficient, would could affirm the ratings and
assign a negative outlook."


SAN JOAQUIN: S&P Affirms 'BB-' Rating on Sr. & Subordinate Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services removed its rating from
CreditWatch with negative implications and assigned a negative
outlook to San Joaquin Hills Transportation Corridor Agency
(SJHTCA), Calif.'s senior- and subordinate-lien bonds. "At the
same time, Standard & Poor's affirmed its 'BB-' long-term rating
SJHTCA's outstanding senior- and subordinate-lien bonds.

"The negative outlook reflects our view of the SJHTCA's highly
leveraged toll facility that has historically performed below
projections and has experienced traffic declines fiscals 2008-
2010. Without transaction growth, the agency has limited financial
flexibility to meet its ascending debt schedule," said Standard &
Poor's credit analyst Todd Spence.


SAN JOSE FINANCING: Fitch Cuts Parking Rev. Bond Rating to 'BB'
---------------------------------------------------------------
As part of its continuous surveillance efforts, Fitch Ratings
takes these rating action on San Jose Financing Authority parking
revenue bonds:

   -- $36.7 million parking revenue bonds downgraded to 'BB' from
      'A'.

The Rating Outlook is Stable.

Key Rating Drivers

   -- The rating downgrade to 'BB' reflects the sizeable decline
      in combined pledged revenue and the possibility that pledged
      revenues over time may be insufficient to meet annual debt
      service payments and the parking system's operating expenses
      without financial support from the city.

   -- The city has pledged to maintain a parking system operating
      reserve equal to 25% of expected expenditures (which is less
      than annual debt service) if parking revenues are
      insufficient to maintain the reserve at the specified level;
      the city has not needed to contribute to the reserve to
      date.

   -- The redevelopment agency's (agency) weak financial position
      due to depressed tax increment revenue has increased the
      likelihood that future debt payments will be made entirely
      from the city's parking fund.

   -- The parking fund's financial profile is weak with persistent
      deficits that have eroded historically strong reserves.

   -- The parking system benefits from a strong competitive
      position and a moderate degree of revenue flexibility, but
      is exposed to broader economic trends.

Security

The bonds are special limited obligations of the authority,
secured by a pledge of surplus tax increment revenues from the
agency (subordinate to senior and subordinate tax allocation
bonds) and gross parking revenue from the city's parking
enterprise fund.

Credit Profile

Both sources of pledged revenue for the parking bonds have
weakened, and Fitch expects financial pressures for both the RDA
and the parking system to continue. A rate covenant provides some
protection to bondholders by requiring that agency payments for
debt service plus gross parking revenues equal at least 1.5 times
(x) annual debt service (ADS) and 1.0x ADS plus operating
expenses. However, agency payments have recently consisted of
funds borrowed from parking fund reserves, reducing the protection
provided by the covenant and eroding the parking fund's available
balance.

The pledge of tax increment is subordinate to Fitch-rated 'BBB-'
senior tax allocation bonds (TABs) and subordinate TABS (not rated
by Fitch). The 'BBB-' rating on the agency's TABs reflects the
significant declines in senior debt service coverage levels,
projected to be a low 1.09x in fiscal 2011. The agency's decreased
tax increment revenue has left little margin for the annual debt
payments on the parking lease revenue bonds and the city has
recognized the need to make debt payments from its parking fund
starting in fiscal 2010.

The parking fund's financial position has weakened as a result of
persistent operating deficits and loans to the agency for debt
service on the parking revenue bonds. In fiscal 2010, the net
deficit of $2.3 million was approximately equal to 18% of total
fund spending of $12.8 million, including depreciation costs, but
not including $3.3 million in debt service costs which were paid
by the agency. On a budgetary basis, the parking fund's balance
has declined to a projected $8.8 million at the end of fiscal 2011
from nearly $14 million at the end of fiscal 2007. In response,
the city reduced expenses and raised hourly parking rates
effective for fiscal 2012. However, despite these changes,
operating revenue may not be sufficient to cover debt service and
operating and maintenance (O&M).

The city believes it may be able to raise additional revenue by
increasing monthly rates and meter charges, but Fitch believes
flexibility is limited by competitive pressures. On the spending
side, most of the major opportunities for savings have reportedly
been taken. The city covenants to maintain in the parking fund an
operating and maintenance (O&M) reserve at a minimum of 25% of
annual O&M expenses. The O&M reserve is currently funded at $2.3
million.

The city's parking system is large and includes eight garages, six
parking lots, and on-street metered spaces for a total of 9,849
parking spaces. The city estimates that the city's system accounts
for about 40% of the total parking supply in the downtown area. In
addition, the city reports that despite raising hourly rates in
2011, charges remain below average. Parking demand is generated
through a diverse set of activities, including daily work
commuters, special event attendees, and short term parking.
However, with the lower level of economic activity in the downtown
area, as demonstrated by a city estimated 25% office vacancy rate
in the area, parking demand remains depressed.

San Jose is sizeable, covering over 178 square miles at the
southern end of the San Francisco Bay. With an estimated
population of nearly 1 million, the city is the largest in the Bay
Area and the third largest in the state. Its economy, like that of
the region, continues to be tied to the high technology sector,
although the focus has shifted somewhat from manufacturing to
information and software. In addition, the city's economic
development efforts are focused on attracting green technology
companies. The city benefits from its proximity to several
universities, an abundance of venture capital companies, and a
highly educated, affluent workforce. Nevertheless, the city's
employment level remains depressed at about 406,170 in 2011, down
from its peak of 463,000 in 2001. After seeing its unemployment
rate rise in 2009 and 2010, early data on 2011 show increased
employment and a reduction in the unemployment rate to 11.4%.


SANMINA-SCI CORP: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Sanmina-SCI Corporation used the proceeds from its recent offering
of $500 million 7% senior unsecured notes due 2019 together with
$80 million of cash to redeem the entire $380 million 6.75% senior
subordinated notes due 2013 and $200 million of the 8.25% senior
subordinated notes due 2016.

As previously discussed in Moody's April 26, 2011 press release,
the completion of the redemption of the senior subordinated notes
would cause changes in the instrument ratings of the 2014 and 2016
debt tranches. Accordingly, Moody's has downgraded the ratings on
the existing $257 million senior unsecured notes due 2014 to B1
from Ba3 and the remaining $400 million of 2016 subordinated notes
to B3 from B2. The downgrades result from the meaningfully reduced
amount of subordinated debt obligations relative to senior
unsecured debt obligations in the capital structure as a
consequence of the transaction. This requires the senior unsecured
creditor class to absorb a higher loss under Moody's Loss Given
Default Methodology.

Ratings Affirmed:

Corporate Family Rating -- B1

Probability of Default Rating - B1

Speculative Grade Liquidity Rating - SGL-2

$500 Million Senior Unsecured Notes due 2019 -- B1, LGD assessment
revised to (LGD-4, 55%) from (LGD-4, 56%)

Rating Actions:

$257 Million (originally $300 Million) Senior Floating Rate Notes
due 2014 to B1 (LGD-4, 55%) from Ba3 (LGD-3, 41%)

$400 Million (originally $600 Million) 8.25% Senior Subordinated
Notes due 2016 to B3 (LGD-5, 87%) from B2 (LGD-5, 75%)

RATING RATIONALE

Moody's subscribers can find additional information in the Sanmina
Credit Opinion published on www.moodys.com.

The principal methodologies used in this rating were Global EMS
and IT Distribution Industries published in December 2008, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

With headquarters in San Jose, California and revenues of $6.6
billion for the twelve months ended July 2, 2011, Sanmina-SCI
Corporation is one of the world's largest electronics
manufacturing services (EMS) companies providing a full spectrum
of integrated, value-added solutions to original equipment
manufacturers (OEMs).


S.D. BENNER: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: S.D. Benner, L.L.C.
        7400 Old Lantern Drive, S.E.
        Caledonia, MI 49316

Bankruptcy Case No.: 11-08113

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Michael W. Donovan, Esq.
                  DONOVAN/SCOTT LAW, PLC
                  2910 Lucerne Dr. SE, Suite 120
                  Grand Rapids, MI 49546
                  Tel: (616) 285-5552
                  Fax: (877) 810-7890
                  E-mail: Donovan@mwdonovan.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Independent Bank          Loan                   $22,033
78 S. Main
PO Box 441
Rockford, MI 49341

The petition was signed by Steven D. Benner, managing member.


SEITEL INC: Moody's Upgrades Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service upgraded Seitel, Inc.'s Corporate Family
Rating (CFR) and senior unsecured notes rating to Caa1 from Caa3,
and the company's Speculative Liquidity Rating to SGL-2 from SGL-
4. At the same time, Moody's revised the rating outlook to stable
from negative.

RATINGS RATIONALE

"The two-notch upgrade reflects sharp improvements in Seitel's
leverage and liquidity over the past 12 months as well as Moody's
outlook for better business conditions for seismic data services,"
noted Sajjad Alam, Moody's analyst. In the first half of 2011,
Seitel raised $125 million through a private equity offering and
used those proceeds to reduce its debt burden by 30%, and also
obtained a new $30 million revolving credit facility to boost
liquidity. "These credit accretive actions, along with an
increased level of capital spending by upstream oil and gas
companies in North America, have significantly enhanced Seitel's
financial flexibility to service debt and sustain external
shocks."

With a backdrop of increasing global demand for energy, robust oil
prices, and accelerated capital investments in North American
unconventional plays, Seitel's earnings and cash flows have
bounced back from the 2009 lows. The company generated cash EBITDA
of $117 million in the twelve months ending March 31, 2011 and
Moody's estimates 2011 cash EBITDA to be in the $110 million to
$120 million range. Overall rig count in North America is
approaching 2008 peak levels, thanks to a significant jump in rig
activity in oil and liquids-rich unconventional plays, which have
largely offset the reduced level of natural gas drilling.
Additionally, the growing use of seismic data to design horizontal
wells and hydraulic fracturing programs in the shale plays should
increase Seitel's revenues from recurring developmental activities
relative to more cyclical exploration activities, providing a
greater level of support in the next capex contraction cycle.

Seitel's ratings however, are held back by its relatively small
size and concentrated operations in a narrow segment of the
broader oilfield services industry. The ratings are also tempered
by Seitel's current leverage level, which Moody's considers high
given the volatile and cyclical nature of the seismic services
business. There are risks that Seitel's ramped up capital program
may lead to liquidity issues if the cycle reverses quickly given
the need to fund roughly 35% to 40% of its acquisition capex (the
remaining 60%-65% is paid by its customers). The seismic sector
traditionally has been the first sub-sector in the oilfield
services industry to decline in a down-cycle and one of the last
sub-sectors to benefit from an up-cycle recovery. While Moody's
expects industry conditions to remain supportive in the next 12 to
18 months, Moody's would look for further debt reduction before
considering an upgrade to a higher rating category.

Seitel should have good liquidity during the balance of 2011 and
into 2012, which is captured in Moody's SGL-2 Speculative Grade
Liquidity rating. The company had $67.7 million of cash at March
31, 2011 and has a $30 million undrawn secured revolving credit
facility. Continuous investment is needed to acquire new data and
maintain competitive advantage in Seitel's industry, especially
during up cycles. Moody's however, believes that operating cash
flow and balance sheet cash will sufficiently cover all of
Seitel's near term capital expenditures and do not expect any
meaningful revolver drawings over the next 12 to 15 months. The
SGL-2 is tempered by the relatively small size of the revolving
credit facility, lack of access to public equity markets, a small
and hard to value asset base, and limited alternate liquidity
given that the company's assets are pledged to its revolving
lenders.

Seitel's stable rating outlook reflects Moody's belief that the
demand for seismic data will remain relatively healthy in 2011 and
2012 underpinned by continued robust capital expenditures by
upstream oil and gas companies, and that Seitel will manage its
capital budget and liquidity prudently.

A positive rating action would be considered if Seitel refinances
its 2014 notes and sustains current debt levels provided that the
company continues to generate cash EBITDA in excess of $100
million. An upgrade to B3 could also result from further debt
reduction in a favorable industry environment.

Deterioration in operating performance that materially increases
leverage from current levels would cause downward pressure on the
ratings. An outright downgrade could occur if Seitel experiences
severe erosion of liquidity.

Under Moody's Loss Given Default Methodology, the 9.75% senior
unsecured notes are currently rated the same as Seitel's CFR
(Caa1) due to the relatively small amount of prior-claim secured
debt ($30 million in revolving credit facilities) in Seitel's
capital structure. However, if the relative proportion of secured
debt was increased or the proportion of unsecured debt was
reduced, the notes could face downward rating pressure and get
notched down from the CFR.

The principal methodologies used in rating Seitel was the Global
Oilfield Services Industry Methodology published in December 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.

Seitel, Inc. is a Houston, Texas based provider of seismic data
and related services to the oil and gas industry in North America.


SMART-TEK SOLUTIONS: Two Directors Elected at Annual Meeting
------------------------------------------------------------
Smart-Tek Solutions, Inc., on July 29, 2011, held its annual
shareholder's meeting to elect Brian Bonar and Owen Naccarato as
directors to serve for the ensuing year and until their successors
are elected.  There were 49,212,123 total shares outstanding of
which 25,728,853 or (52.28%) shares voted.

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.

The Company's balance sheet at March 31, 2011, showed $4.31
million in total assets, $3.17 million in total liabilities, all
current, and $1.13 million in total stockholders' equity.


SONOMA VINEYARDS: Hearing on Case Dismissal Plea Set for Aug. 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on Aug. 26, 2011, at 9 a.m., to consider
the request to dismiss or convert the Chapter 11 case of Sonoma
Vineyards Estate, LLC, to one under Chapter 7 of the Bankruptcy
Code.

August B. Landis, Acting U.S. Trustee for Region 17, is seeking
the dismissal or conversion, noting that as of this filing, a plan
has not been filed despite the stipulation entered with the Debtor
extending until Sept. 4, the deadline to obtain confirmation of a
plan.

The Debtor, the U.S. Trustee points out, also failed to file
operating reports for the months of February, March, April, May,
and June of 2011.  Without Debtor's operating reports, parties
cannot ascertain the Debtors' financial status or performance or
verify that the Debtor is using his debtor-in-possession account
properly and otherwise fulfilling his duties as a debtor-in-
possession.

The Debtor owes estimated fees in the amount of $650 for the first
and second quarters of 2011.

The U.S. Trustee is represented by:

         Donna S. Tamanaha, Assistant U.S. Trustee
         Patricia A. Cutler, trial attorney
         U.S. Department of Justice
         Office of the United States Trustee
         235 Pine Street, Suite 700
         San Francisco, CA 94104-3484
         Tel: (415) 705-3333
         Fax: (415) 705-3379

                  About Sonoma Vineyards Estate

Napa, California-based Sonoma Vineyards Estate LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
13447) on Sept. 7, 2010.  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
listed $10,000,038 in assets and $6,998,010 in liabilities.


SPANISH BROADCASTING: Regains Compliance with NASDAQ Listing Rule
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., announced that it has been
informed by The NASDAQ Stock Market that it is in compliance with
the $1.00 minimum closing bid price requirement for continued
listing on The NASDAQ Global Market.

For the sole purpose of regaining compliance with the Nasdaq
listing rules, on July 5, 2011, the Company filed a Certificate of
Amendment to its Certificate of Incorporation with the Secretary
of State of the State of Delaware.  The Amendment effected a
1-for-10 reverse stock split of the Company's outstanding Class A
common stock, par value $0.0001 per share and Class B common
stock, par value $0.0001 per share.  The reverse stock split
became effective July 12, 2011.

The reverse stock split was approved by the Company's stockholders
at the annual meeting held on June 1, 2011.  The trading of the
Company's common stock on the Nasdaq Capital Market on a split-
adjusted basis began at the opening of trading on July 11, 2011.
The Company's common stock is currently trading on The Nasdaq
Capital Market under the symbol "SBSA" with the letter "D"
appended to the trading symbol for a period of 20 trading days to
indicate that the reverse stock split has occurred, after which
time it will revert to trading under the symbol "SBSA."

                    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.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$476.63 million in total assets, $434.87 million in total
liabilities, $92.35 million in cumulative exchangeable redeemable
preferred stock, and a $50.58 million total stockholders' deficit.

                           *     *     *

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.


SPARTA COMMERCIAL: Delays Filing of Annual Report on Form 10-K
--------------------------------------------------------------
Sparta Commercial Services, Inc., informed the U.S. Securities and
Exchange Commission that it is in the process of preparing and
reviewing the financial and other information for its Form 10-K
report for the year ended April 30, 2011, and does not expect the
report will be finalized for filing by the prescribed due date
without unreasonable effort or expense.  The Company said it needs
additional time to complete its financial statements, as well as
to have the report reviewed by its accountants and attorneys.  The
Company undertakes the responsibility to file such report no later
than fifteen days following the prescribed due date.

                       About Sparta Commercial

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a nationwide financial
services company offering financing and leasing products to
consumers and retail powersports dealers.  Sparta also serves
municipal and governmental agencies nationwide with its Municipal
Lease Program, which offers financing for essential equipment for
the law enforcement and emergency response communities.

The Company's subsidiary, Specialty Reports, Inc. d/b/a Cyclechex,
is in the business of offering online access to detailed product
ownership and usage reports for various classes of previously
owned assets.  Cyclechex's initial product release is the
Cyclechex Motorcycle History Report.

The Company's balance sheet at Jan. 31, 2011, showed $1.9 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $2.6 million.

As reported in the TCR on Sept. 21, 2010, RBSM LLP, in New York,
expressed substantial doubt about Sparta Commercial Services'
ability to continue as a going concern, following the Company's
results for the fiscal year ended April 30, 2010.  The independent
auditors noted that of the Company's recurring losses from
operations.


SUBACUTE SERVICES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Subacute Services, Inc.
        4800 Nob Hill Rd.
        Fort Lauderdale, FL 33351

Bankruptcy Case No.: 11-31322

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Mariaelena Gayo-Guitian, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  200 E. Broward Blvd # 1110
                  Ft Lauderdale, FL 33301
                  Tel: (954) 453-8000
                  Fax: (954) 453-8010
                  E-mail: mguitian@gjb-law.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-31322.pdf

The petition was signed by Richard W. Wolfe, chairman.


SUMMERTIME DEVELOPMENT: Case Summary & 5 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Summertime Development Corporation
        818 North Dixie Highway #5
        Lake Worth, FL 33460

Bankruptcy Case No.: 11-31279

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  127 NE 2 Ave
                  Delray Beach, FL 33444
                  Tel: (561) 819-6256
                  Fax: (561) 499-7955
                  E-mail: belam@brettelamlaw.com

Scheduled Assets: $534,833

Scheduled Debts: $1,022,654

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-31279.pdf

The petition was signed by Chris Stevens.


TAREK IBN: TiZA Stil Hopes to Reopen; Creditors Oppose Payments
---------------------------------------------------------------
Sarah LeMagie at the Star Tribune reports that Tarek ibn Ziyad
Academy (TiZA) and three key creditors -- the ACLU of Minnesota,
the state education commissioner and Islamic Relief USA, the
school's former authorize -- are scheduled to face off in a flurry
of bankruptcy hearings this month.

According to the report, Tarek ceased to exist this summer when a
new state law took effect, disqualifying its authorizer from
continuing to oversee the metro area school.  The state issued
closure instructions, summer classes ended abruptly and the
school's director advised families to seek new schools -- but TiZA
also filed for bankruptcy in what its attorneys have called an
attempt to reorganize.

The Star Tribune notes a major bone of contention in the upcoming
hearings, according to court documents filed by the three
creditors last week, is that TiZA believes it does not need court
approval to pay ongoing wages and benefits to its employees.

The report notes TiZA, the state and Islamic Relief were all named
in a lawsuit brought by the American Civil Liberties Union of
Minnesota over claims that the public school has promoted
religion, though the ACLU has since settled with Islamic Relief
and reached a tentative deal with the education commissioner.

The creditors argue that, since the school was ordered closed this
summer, it must wrap up its affairs and dissolve.  They have asked
a judge to bar TiZA from making any payments without approval from
the court or a trustee they say should be appointed to oversee the
school's remaining assets, partly because of "fraud and dishonesty
by TiZA."

Mark Kalla, the school's bankruptcy attorney, disputed the
creditors' assertions, saying that bankruptcy court could help the
school survive by reorganizing.  TiZA could also appeal the
state's recent denial of an application that would have given the
school a new authorizer, though Mr. Kalla said that TiZA had not
yet decided whether to file that challenge in the Minnesota Court
of Appeals.

The creditors have also asked a bankruptcy judge to lift an
automatic stay on litigation that kicked in when TiZA filed for
bankruptcy, freezing the ACLU lawsuit.  In that suit, the state
and Islamic Relief are seeking a combined total of more than $1.7
million in legal costs from the school.  The ACLU says it could be
entitled to reimbursement of attorneys' fees that currently exceed
$3 million if it proves that the school violated the Constitution.

Tarek ibn Ziyad Academy, 4100 E. 66th
St., Inver Grove Heights, filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in St. Paul, Minnesota
(Case No. 11-34372).  The Company listed no assets and liabilities
of $84,310.  Asad Zaman is the Company's executive director.


TELLICO LANDING: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Tellico Landing, LLC have
expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Tellico Landing, LLC, based in Maryville, Tennessee, filed for
Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  Judge Richard Stair, Jr., oversees the case. The
Debtor scheduled $40,444,352 in assets and $8,532,455 in
liabilities.  The petition was signed by Michael L. Ross, its
chief manager.


THERMOENERGY CORP: Dennis Cossey Resigns as Board Member
--------------------------------------------------------
In connection with his retirement, Dennis C. Cossey resigned as a
member of ThermoEnergy Corporation's Board of Directors.   Mr.
Cossey had served as one of the three directors elected by the
holders of the Company's Common Stock and Series A Convertible
Preferred Stock.  On the same date, Mr. Cossey also resigned as a
director, officer or manager of each of the Company's subsidiaries
or affiliates in which he held office, including, without
limitation, as a member of the Board of Directors of the Company's
subsidiary, CASTion Corporation.

Also on July 26, 2011, Mr. Cossey's employment as the Company's
Executive Chairman was terminated in accordance with his Executive
Employment Agreement dated as of March 1, 2010.  Pursuant to Mr.
Cossey's employment agreement, he is entitled to receive severance
payments of $12,500 per month for twelve months following the
termination of his employment, and the Company will keep in force
for such twelve-month period all health insurance benefits
afforded to Mr. Cossey and his family at the time of termination.
Mr. Cossey's Executive Employment Agreement contains a provision
prohibiting Mr. Cossey, for a period of one year following the
termination of his employment, from competing against the Company
or soliciting the Company's customers or employees.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$3.97 million in total assets, $13.15 million in total liabilities
and a $9.18 million total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


TRICO MARINE: Wins Confirmation of Ch. 11 Liquidation Plan
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Trico Marine
Services Inc. won a Delaware bankruptcy court's blessing Tuesday
for its chapter 11 liquidation plan, clearing the defunct marine
oil services company to distribute about $37 million to creditors.

Law360 says the order ends a year-long stay in court protection
that saw Trico spin-off its operating subsidiaries into a new
venture - Norway-based DeepOcean Group Holding AS - while selling
off several of its oil services vessels to pay back creditors.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


T.R.M.M. LTD: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T.R.M.M., Ltd.
        P.O. Box 479
        Erie, CO 80516

Bankruptcy Case No.: 11-28205

Chapter 11 Petition Date: July 29, 2011

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

Judge: Howard R. Tallman

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE LLC
                  1828 Clarkson St., Ste. 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  E-mail: ken@kjblawoffice.com

Scheduled Assets: $3,372,933

Scheduled Debts: $3,099,112

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-28205.pdf

The petition was signed by Robert E. Lee.


TMB PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: TMB Properties, LLC
        582 West Pike Street
        Lawrenceville, GA 30046

Bankruptcy Case No.: 11-71632

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Jerry A. Daniels, Esq.
                  JERRY A. DANIELS, LLC
                  Suite 301, 33 S. Clayton St.
                  Lawrenceville, GA 30046-5760
                  Tel: (770) 962-4070
                  Fax: (770) 513-8462
                  E-mail: jerry@danielstaylor.com

Scheduled Assets: $0

Scheduled Debts: $3,937,090

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Mike Brannon, member.


TROPICANA ENT: Lightsway Says It Has Valid Claims vs. Yung, et al.
------------------------------------------------------------------
Defendants William J. Yung, III; Wimar Tahoe Corporation, f/k/a
Tropicana Casinos and Resorts, Inc; and Columbia Sussex
Corporation are asking the U.S. Bankruptcy Court for the District
of Delaware to dismiss in its entirety Lightsway Litigation
Services, LLC's Amended Complaint for failure to state a claim
pursuant to the Rules 7008 and 7012 of the Federal Rules of
Bankruptcy Procedure and Rule 8(a)(2) and 12(b)(6) of the Federal
Rules of Civil Procedure.

In response, Lightsway Litigation Services, LLC, as trustee of
Tropicana Litigation Trust, asserts that none of the arguments of
the Yung Defendants for the dismissal of its First Amended
Complaint has any merit.

Defendants are William J. Yung, III; Wimar Tahoe Corporation,
f/k/a Tropicana Casinos and Resorts, Inc; and Columbia Sussex
Corporation.  They sought an order from the U.S. Bankruptcy Court
for the District of Delaware to dismiss in its entirety
Lightsway's Amended Complaint for failure to state a claim
pursuant to the Rules 7008 and 7012 of the Federal Rules of
Bankruptcy Procedure and Rules 8(a)(2) and 12(b)(6) of the Federal
Rules of Civil Procedure.

Under the Motion to Dismiss, the Defendants argued that (i)
Lightsway's breach of fiduciary obligation claim fails because Mr.
Yung could not breach a duty to corporations he owns or otherwise
controls; (ii) Lightsway lacks standing to sue; (iii) Wimar and
Columbia Sussex cannot, as a matter of law, aid and abet Mr. Yung;
(iv) in the breach of contract count, Lightsway has failed to
identify the specific terms of the contracts breached and has
failed to attach copies of every contract with every Debtor; (v)
Lightsway has not stated a cause of action for breach of the
implied covenant of fair dealing; and (vi) Lightsway has failed to
allege sufficient facts to support a claim of equitable
subordination.

According to counsel for Lightsway, Joseph Grey, Esq., at Cross &
Simon, LLC, in Wilmington, Delaware -- jgrey@crosslaw.com -- it is
worth noting that, to date, there has been no discovery of any
kind in this litigation, nor have the parties even filed initial
disclosures.  The Court should take this into account in viewing
what, by any standard, is an extremely factually detailed Amended
Complaint, he says.

Citing Phillips v. County of Allegheney, 515 F.3rd 224 (3rd Cir.
2008), Mr. Grey states that "the Complaint will survive a motion
to dismiss if the Complaint alleges 'facts to raise a reasonable
expectation that discovery will reveal evidence' of the required
elements of the claims."

Mr. Grey notes that at the conclusion of the hearing of the
Defendants' Motion to Dismiss the Original Complaint, the Court
set forth what it required in the amended complaint, which
consisted of four components.  He asserts that Lightsway has
complied with each of the directives with respect to three of the
four components.  However, he cites, as to the fourth component on
equitable subordination, as of July 25, 2011, the applicable
claims are not yet allowed and Lightsway has dismissed from that
count defendants other than Mr. Yung, Columbia Sussex, and Wimar.

As the Court has yet to decide on whether the Defendants'
administrative and priority claims will be allowed and those
claims are subject to a pending motion for summary judgment in the
Defendants' favor, Mr. Grey says that there is "no need to dismiss
[Lightsway's] equitable subordination count."  Rather, he
continues, "it would appear to make more sense for the Court to
defer its ruling until such time as it adjudicates the
administrative and priority claims as to issues other than
equitable subordination."

Mr. Grey also addresses the Defendants' other arguments.  He
asserts that the Amended Complaint is sufficiently specific as to
the "who, where, when, what" allegations to enable the Defendants
to file an answer.  Among other things, the Amended Complaint
specifically alleges facts from which a fact finder could
reasonably conclude "that [Mr.] Yung deliberately chose to prefer
the financial health of his hotels to the financial harm of his
casinos," Mr. Grey says.

As to the Defendants' argument that because Mr. Yung controlled
the actions of Columbia Sussex and Wimar, the two entities cannot
be charged with aiding and abetting, Mr. Grey points out that the
Amended Complaint does not allege that Columbia Sussex and Wimar
owed fiduciary duties to the Debtors.  Rather, Mr. Grey explains,
Lightsway alleges that Columbia Sussex and Wimar as separate
corporate entities aided and abetted Mr. Yung in his breach of
fiduciary obligation to the Debtors.

Taking the Defendants' view on its face that Columbia Sussex and
Wimar are "indistinguishable" from Mr. Yung, then, ipso facto,
Columbia Sussex and Wimar are as liable as Mr. Yung for breach of
fiduciary obligation, Mr. Grey contends on behalf of Lightsway.
If Columbia Sussex and Wimar had a fiduciary obligation to the
Debtors, then they may be held directly liable for breach of
fiduciary obligation, Mr. Grey asserts.  If they did not, then
they may be held liable for aiding and abetting Mr. Yung in his
breach of fiduciary obligation, Mr. Grey tells the Court.

Lightsway's allegation that the Defendants breached certain
Service Agreements because they failed to devote "the adequate
time necessary" to the management of the Debtors clearly specifies
the term of the Service Agreements at issue, Mr. Grey points out.
The Amended Complaint, he adds, "clearly recites in considerable
detail the loss of enterprise value to the Debtors, how the losses
came about, and the acts that led to the losses."

In the Amended Complaint, Lightsway's claim for breach of the
covenant is based on the Defendants' misallocation of management-
related expenses between the casino and hotel properties to the
detriment of the Debtors.  The Defendants have argued that the
claim is nothing more than Lightsway's breach of contract claim
under a different heading.

"If that were the case, then these allegations would find
appropriate life in Lightsway's breach of contract claim," Mr.
Grey
says.  "The Defendants cannot have it both ways, to wit, arguing
that a bad-faith misallocation of expenses to cause harm to the
Debtors is neither a breach of contract nor a breach of covenant."

Against this backdrop, Lightsway asks Judge Kevin Carey to deny
the Defendants' Motion to Dismiss the First Amended Complaint or,
in the alternative, grant it leave to file a Second Amended
Complaint in the event the Court finds any pleading deficiencies.

Based on the Court's revised scheduling order, the Defendants have
until August 25, 2011, to file a reply.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Hearing on OpCo IP Agreements Deferred
-----------------------------------------------------
According to the U.S. Bankruptcy Court for the District of
Delaware's agenda dated July 26, 2011, the hearing on the motion
by Tropicana entities identified as the reorganized OpCo Debtors
for rejection or assumption of certain IP Agreements has been
continued to a date yet to be determined.

The Reorganized OpCo Debtors are seeking (i) the rejection of all
executory contracts and unexpired leases involving Intellectual
Property Rights granted by the OpCo Debtors in favor of the
LandCo Debtors retroactive as of the July 1, 2009 LandCo Plan
Effective Date, and (ii) the assumption of all executory
contracts and unexpired leases involving Intellectual Property
Rights granted by the LandCo Debtors in favor of the OpCo Debtors
that are determined to exist.

Tropicana Las Vegas, Inc., and the Liquidating LandCo Debtors
objected to the Motion, arguing that the Reorganized OpCo
Debtors' Motion "fails in every possible way" and that the Motion
is a "last-ditch" effort by the Reorganized OpCo Debtors to evade
a certain Nevada Court ruling, which effort is wholly without
merit.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: OpCo Debtors File Post-Confirmation Report for Q2
----------------------------------------------------------------
Lance Millage, chief financial officer and treasurer of
Tropicana Entertainment Inc. submitted a post-confirmation
quarterly summary report of the Reorganized OpCo Debtors for the
reporting period of April 1, 2011 through June 30, 2011.

                  Tropicana Entertainment, LLC
                    Cash Sources/Uses Summary
             For the Period April 1 to June 30, 2011
                           Unaudited

Beginning cash balance                              $66,133,521

All receipts received by Debtor:
Cash sales                                         78,522,681
Collection of accounts receivable                           0
Proceeds from litigation (settlement or                     0
   otherwise)
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                  78,522,681
                                                --------------
Total cash available                                144,656,202

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                97,908
   excluding admin. claims of bankruptcy
   professionals
Disbursements made pursuant to the admin.              12,395
   claims of bankruptcy professionals
All other disbursements made in the ordinary       68,333,868
   course
                                                --------------
Total disbursements                                  68,444,171
                                                --------------
Ending Cash Balance                                 $76,212,031
                                                ==============


                  Tropicana Entertainment, LLC
                     Combined Balance Sheet
                       As of June 30, 2011
                           Unaudited

                             ASSETS

Current Assets
Cash - unrestricted                               $27,820,744
Cash - restricted                                  12,404,353
Accounts receivable - net                          14,282,897
Inventory                                           1,729,993
Notes receivable                                            0
Prepaid expenses                                    7,720,526
Other                                                       0
                                                --------------
Total Current Assets                                 63,958,514

Property, Plant and Equipment
Real property, buildings, boats and               245,939,468
   improvements
Machinery and equipment                                     0
Furniture, fixtures and office equipment           36,831,460
Vehicles                                                    0
Leasehold improvements / CIP                        4,065,056
Less: Accumulated depreciation/depletion          (26,740,656)
                                                --------------
Total property, plant and equipment                 260,095,327

Due from affiliates and insiders                            0
Other                                              63,501,904
                                                --------------
TOTAL ASSETS                                       $387,555,745
                                                ==============

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $8,501,112
Taxes payable                                       2,445,803
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                    (15,291,173)
Other                                              55,178,290
                                                --------------
Total postpetition liabilities                       50,834,033

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                 0
                                                --------------
Total Liabilities                                    50,834,033

Equity:
Common stock                                                0
Retained earnings (deficit)                       336,721,713
                                                --------------
Total Equity (Deficit)                              336,721,713
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY               $387,555,745
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNISYS CORP: Files Form 10-Q; Posts $5.40-Mil. Net Loss in Q2
-------------------------------------------------------------
Unisys Corporation filed with the U.S. Securities and Exchange
Commission reporting a net loss of $5.40 million on $937.20
million of revenue for the three months ended June 30, 2011,
compared with net income of $121.40 million on $1.03 billion of
revenue for the same period a year ago.

The Company also reported a net loss of $41.40 million on $1.84
billion of revenue for the six months ended June 30, 2011,
compared with net income of $111 million on $2.01 billion of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.64 billion
in total assets, $3.30 billion in total liabilities and a $661.80
million total stockholders' deficit.

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

                        http://is.gd/B4kFvQ

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on June 17, 2011, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Unisys Corporation to 'BB-'
from 'B+'.  Fitch believes Unisys' liquidity is adequate,
primarily supported by pro forma cash holdings of $613 million as
of April 11, 2011, compared with $469 million at March 31, 2010.
In addition, FCF has improved considerably, averaging nearly $165
million in the past two years, but is expected to face
considerable pressure in 2011 - 2013 from increasing cash pension
contributions.


VITESSE SEMICONDUCTOR: Appoints Martin McDermut as CFO
------------------------------------------------------
Vitesse Semiconductor Corporation announced the appointment of
Martin S. McDermut as senior vice president, finance and chief
financial officer.  Mr. McDermut replaces Rich Yonker who has
served as chief financial officer since 2006.

"Marty is an outstanding addition to Vitesse's senior leadership
team," said Chris Gardner, CEO of Vitesse.  "He brings a wealth of
experience and a solid financial skill set to the Company.  I look
forward to partnering with Marty to achieve our financial and
strategic objectives as we embark on our next phase of growth."

Mr. McDermut has more than 25 years of financial management
experience including finance, accounting, auditing, general
management, capital markets and investor relations.  His
background ranges from work with private enterprises to large,
public, multinational corporations in a variety of industries
including high-technology and medical-technology.

"I am very pleased to be joining Vitesse at this important stage
in the Company's corporate development," said Marty McDermut.  "I
believe the Company has strong growth potential and I'm proud to
be a member of such a strong management team."

Mr. McDermut was previously the managing director of Avant
Advisory Group, a financial advisory and management consulting
firm to entrepreneurial and middle market companies.  He has also
served as chief financial officer for publicly traded companies
including Iris International Inc. and Superconductor Technologies
Inc. He was a partner at the public accounting firm of Coopers &
Lybrand (now known as PricewaterhouseCoopers LLP), where he was
the practice leader of the firm's Los Angeles Entrepreneurial
Advisory Services group.  Mr. McDermut is a Certified Public
Accountant.  He holds a B.A. in Economics from the University of
Southern California and an M.B.A. in Finance and Accounting from
the University of Chicago.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $74.72
million in total assets, $106.66 million in total liabilities and
a $31.94 million total stockholders' deficit.


WASHINGTON LOOP: Court Denies U.S. Trustee's Plea to Dismiss Case
-----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida denied without prejudice, the U.S.
Trustee's motion to dismiss or in the alternative, convert the
Chapter 11 case of Washington Loop LLC, to one under Chapter 7 of
the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 19, 2011,
ROBI1956 LLC also asked the Court to dismiss the case or convert
the case to Chapter 7 liquidation proceeding.  A hearing is set
for Aug. 11, at 9 a.m.

According to ROBI1956, the Debtor failed to (i) satisfy timely any
filing or reporting requirement, (ii) comply with an order of the
Court, and (iii) file a plan of reorganization on June 30, 2011.
ROBI1956 says the Debtor sought Court permission to file a plan on
July 5, but no plan was filed on that date.

Andrew C. Ozete, Esq., at Bamberger, Foreman, Oswald & Hahn, LLP,
represents ROBI1956.  Mr. Ozete said ROBI1956 is the holder of a
judgment of foreclosure authorizing the sale of substantially all
of the Debtor's real estate Collaboratively to ROBI1956.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON MUTUAL: Appraisal Co. Slams FDIC Suit Over WMI Losses
----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a loan appraisal
company asked a California federal judge Monday to dismiss the
Federal Deposit Insurance Corp.'s $129 million lawsuit alleging
the company caused Washington Mutual Inc. to suffer losses on bad
mortgage loans, saying the FDIC had "overreached."

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WINDSTREAM CORP: Moody's Affirms 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Windstream
Corporation, including its Ba2 Corporate Family Rating ("CFR"),
Ba2 Probability of Default Rating ("PDR") and the stable outlook,
upon the Company's announced plan to acquire PAETEC Holding Corp.
("Paetec"), for a total purchase price of about $2.3 billion
consisting of about $900 million in Windstream stock and the
assumption of about $1.4 billion (net of cash) of Paetec's
outstanding debt. Windstream expects to close the acquisition
within six months. As part of the rating action, Moody's lowered
Windstream's Speculative Grade Liquidity (SGL) Rating to SGL-2
from SGL-1 due to the diminished proforma liquidity profile
assuming only internal and existing committed external sources of
liquidity are utilized to finance the transaction, especially if
the Paetec note holders tender their notes to the company.

In addition, Moody's placed the ratings of Paetec's debt,
including its B2 CFR and PDR on review for possible upgrade, as
Paetec will become a wholly-owned restricted non-guaranteed
subsidiary of Windstream. Moody's notes that Windstream intends to
guarantee Paetec's notes if it retains them in the capital
structure post-closing.

Moody's notes that the existing Paetec notes have change of
control provisions that would be triggered by this acquisition,
and that barring an amendment to these conditions, Windstream
would need to redeem the notes at 101% of the face amount if
tendered.

RATINGS RATIONALE

The affirmation of Windstream's Ba2 corporate family rating and
stable outlook reflects Moody's view that while Windstream's
operating and credit profile will be somewhat weakened by the
proposed transaction, the rating agency expects the Company to
maintain sufficient financial and operating flexibility in the
near term to enable it to grow its free cash flow and reduce
leverage. The Paetec acquisition is a continuation of the
Company's strategy to grow revenues from business customers, as
proforma for the transaction its business and broadband customers
would represent more than 70% of total revenues, adding to the
solid platform to target additional revenue growth opportunities.
While revenue growth from residential customers is unlikely for
most incumbent wireline operators due to secular pressures,
Moody's expects revenue from the business sector to grow modestly
when the economy rebounds. Moody's also notes that the company's
management team, which has a good record for meeting its
commitments, is likely to stem the pace of the cash flow declines
in its legacy telephone markets primarily through cost
containment, and to a lesser extent with greater penetration of
higher-margin bundled product offerings.

The prospective $100 million in synergies from the acquisition are
likely achievable, and will be related mostly to overhead savings
and network grooming. Still, Moody's recognizes that given the
modest overlap between Windstream's network and Paetec's service
territories, network cost will continue to be a major expense item
in the acquired properties. However, as this transaction marks the
seventh acquisition that Windstream has announced in the past two
years, the ongoing acquisition activity may pressure Windstream's
ratings if it stretches the Company's resources and/or if the
staging of the integrations overlap with one another and
envisioned synergies are delayed. Moody's also notes that Paetec
is in the middle of integrating Cavalier Telephone, which is
acquired in late 2010.

Moody's is also concerned about integrating the cultures of the
two organizations, which could be more challenging given their
very different legacy operations. Windstream's history is rooted
as a rural incumbent wireline operator serving residential and
business customers, although it has been diversifying into
competitive local exchange carrier (CLEC) operations over the past
several years. However, Paetec is Windstream's largest acquisition
to date and has a larger customer focus than Windstream's legacy
operations.

The transaction values Paetec at about 6.0x its mid-point guidance
EBITDA, before synergies, which would maintain Windstream's
adjusted Debt/EBITDA leverage elevated for its rating category at
above 3.8x over the next year. Moreover, adding a significant
subsidiary with sub-20% EBITDA margins will also lower the
Company's adjusted blended margin towards 45%, a level that could
pressure the rating. If this trend continues, the company would
need to operate at lower leverage multiples if the current Ba2 CFR
is to be maintained. We note that the rating is supported by the
availability of at least $100 million in annual tax benefits over
the next five years from Paetec's net operating losses, which
should enhance Windstream's near-term free cash flow generation,
despite the expected $73 million dividend increase. Moody's
expects the Company to utilize available free cash flow to
continue paying down the debt resulting from its acquisition
activities.

Moody's put Paetec's ratings under review for upgrade reflecting
Windstream's stronger credit profile and a high likelihood of the
closing of the acquisition. Moody's notes the change of control
condition in Paetec's indentures provide a 101% put right unless
the bond covenants are amended. The review of Paetec's ratings
will focus on Windstream's plans regarding the existing Paetec
debt. Should the debt be unconditionally and irrevocably
guaranteed or legally assumed, the ratings will likely be
upgraded. If the debt is repaid, Moody's will withdraw Paetec's
ratings.

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

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 21 states and generated about $$3.7
billion in revenues in Fiscal Year 2010.

Headquartered in Fairport, NY, Paetec is a competitive
telecommunications provider and generated over $1.6 billion in
revenues in 2010.


* Houston Wells Fargo Building Mortgage Loan in Default
-------------------------------------------------------
Upon its maturity on June 1, 2011, Parkway Properties, Inc.
elected not to repay an $8.5 million non-recourse mortgage loan
secured by the Wells Fargo Building, a 136,000 square foot office
building in Houston.  This mortgage loan had a fixed interest rate
of 4.4%.  The Company is currently in default on this mortgage and
engaged in discussions with the lender about restructuring the
loan.  The Company intends to provide updates on the status of
this mortgage loan as soon as possible, according to its latest
quarterly results available for free at http://is.gd/ypEG9A

Parkway owns or has an interest in 69 office properties located in
12 states with an aggregate of approximately 14.9 million square
feet of leasable space at Aug. 1, 2011.


* Trouble in Europe Beckons U.S. Corporate Restructuring Experts
----------------------------------------------------------------
Dow Jones' DBR Small Cap report that Bankruptcy work may have
slowed for restructuring firms in the U.S., but London is calling.
And so is Paris, Frankfurt and Reykjavik.


* Gordon Brothers Names Robert Paglia as Chief Operating Officer
----------------------------------------------------------------
Gordon Brothers Group named Robert L. Paglia Chief Operating
Officer, having served most recently as the firm's Chief Financial
Officer and Chief Administrative Officer.  Mr. Paglia will focus
on the oversight of Gordon Brothers Group's operating, financial
planning, human resource, administrative, corporate marketing, and
information technology functions in support of the firm's global
platform of integrated operating and capital solutions.

"Bob has effectively been performing in the capacity of Chief
Operating Officer for the past year.  This well-deserved promotion
is a testament to his invaluable experience as a seasoned
executive and key member of our leadership team," stated Gary
Talarico, President and Chief Executive Officer, Gordon Brothers
Group.  "Bob will continue to be an instrumental part of the
leadership team while working closely with our division heads on
mission-critical financial and operational strategies that support
the expansion of our product, industry and geographic coverage."

Mr. Paglia added, "I look forward to continuing to find innovative
ways to apply financial, operational and technological strategies
to maximize value for the operating companies, lenders and
investors we serve."

Mr. Paglia, who joined Gordon Brothers Group in 2008, has over 35
years in both public accounting and industry as a partner at
PricewaterhouseCoopers and Executive Managing Director of Duff &
Phelps, LLC and Standard & Poor's Corporate Value Consulting.  He
is actively involved in numerous community and civic endeavors.
He is a board member of the Make-A-Wish Foundation of America and
member of the Board of Overseers for Newton Wellesley Hospital.
Mr. Paglia received his MBA from Columbia University and his
Bachelor's degree from Boston College.

In related news, Gordon Brothers Group has initiated an executive
search for a new Chief Financial Officer to be based out of the
firm's Boston headquarters.

Gordon Brothers may be reached at:

         Craig Venezia
         101 Huntington Avenue, 10th Floor
         Boston, MA 02199
         Tel: 617-422-7842
         E-mail: cvenezia@gordonbrothers.com


               About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors. Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt and equity financing, and
operating businesses for extended periods. Gordon Brothers Group
conducts over $50 billion worth of transactions and appraisals
annually.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Marty Morris Orchard,Inc.
   Bankr. E.D. Wash. Case No. 11-03592
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/waeb11-03592.pdf

In Re Ballard Hotel LLC
   Bankr. W.D. Wash. Case No. 11-18564
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/wawb11-18564.pdf

In Re Aero Jet Power Wash Company, Inc.
   Bankr. S.D. W.Va. Case No. 11-30482
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/wvsb11-30482.pdf

In Re Carter's Grove, LLC
   Bankr. E.D. Va. Case No. 11-51330
      Chapter 11 Petition filed July 21, 2011
         filed pro se

In Re ALC Healthcare, Inc.
        dba Pathfinder Health
   Bankr. C.D. Calif. Case No. 11-20300
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/cacb11-20300.pdf

In Re 680 East Fordham Road Realty Corp.
   Bankr. S.D. N.Y. Case No. 11-13497
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/nysb11-13497.pdf

In Re Garden State Hydroponics, Inc.
   Bankr. D. N.J. Case No. 11-32041
      Chapter 11 Petition filed July 24, 2011
         See http://bankrupt.com/misc/njb11-32041.pdf

In Re Hunter Scott
   Bankr. S.D. Ala. Case No. 11-02977
      Chapter 11 Petition filed July 25, 2011

In Re Daniel Hendon
   Bankr. D. Ariz. Case No. 11-21164
      Chapter 11 Petition filed July 25, 2011

In Re Aero Jet Power Wash Company, Inc.
        dba Envy Ultra Lounge
        dba Envy Lounge
        dba The 20/Twenty Group
   Bankr. C.D. Calif. Case No. 11-20376
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/cacb11-20376.pdf

In Re Professional Nurses, Inc.
        dba Nurses Choice Home Care
   Bankr. E.D. Calif. Case No. 11-38103
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/caeb11-38103.pdf

In Re Terrance Brown
   Bankr. N.D. Calif. Case No. 11-56937
      Chapter 11 Petition filed July 25, 2011

In Re Victor De Leon
   Bankr. N.D. Calif. Case No. 11-56921
      Chapter 11 Petition filed July 25, 2011

In Re Donna Jane Apartment Associates, L.P.
   Bankr. D. Conn. Case No. 11-51509
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/ctb11-51509.pdf

In Re Life Force Arts and Technology Academy, Inc.
   Bankr. M.D. Fla. Case No. 11-13991
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/flmb11-13991.pdf

In Re Christopher Ball
   Bankr. N.D. Ga. Case No. 11-71303
      Chapter 11 Petition filed July 25, 2011

In Re Harold's Chicken Shack, Inc.
   Bankr. N.D. Ill. Case No. 11-30205
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/ilnb11-30205.pdf

In Re DM Technologies, LLC
   Bankr. D. Maine Case No. 11-21066
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/meb11-21066.pdf

In Re Paul Davis
   Bankr. D. Maine Case No. 11-21067
      Chapter 11 Petition filed July 25, 2011

In Re Jaysen Eisengrein
      Paula Eisengrein
   Bankr. D. Md. Case No. 11-25230
      Chapter 11 Petition filed July 25, 2011

In Re Kim Narog
   Bankr. W.D. N.C. Case No. 11-31944
      Chapter 11 Petition filed July 25, 2011

In Re Associated Drapery and Equipment Co. Corp.
        dba Novelity Scenic Studios
   Bankr. S.D. N.Y. Case No. 11-37116
      Chapter 11 Petition filed July 25, 2011
         See http://bankrupt.com/misc/nysb11-37116.pdf

In Re Eliel Bayever
   Bankr. S.D. N.Y. Case No. 11-13523
      Chapter 11 Petition filed July 25, 2011

In Re Nicholas Iarocci
   Bankr. S.D. N.Y. Case No. 11-23464
      Chapter 11 Petition filed July 25, 2011

In Re Donald Manchel
   Bankr. E.D. Pa. Case No. 11-15816
      Chapter 11 Petition filed July 25, 2011

In Re Neil Saunders
   Bankr. D. R.I. Case No. 11-12960
      Chapter 11 Petition filed July 25, 2011

In Re James Keats
   Bankr. D. S.C. Case No. 11-04623
      Chapter 11 Petition filed July 25, 2011

In Re Elvis Hill
   Bankr. E.D. Va. Case No. 11-73341
      Chapter 11 Petition filed July 25, 2011

In Re Phillip Evans
   Bankr. N.D. Ala. Case No. 11-41921
      Chapter 11 Petition filed July 26, 2011

In Re Bruce Essex
   Bankr. D. Ariz. Case No. 11-21346
      Chapter 11 Petition filed July 26, 2011

In Re John Kraft
   Bankr. D. Ariz. Case No. 11-21305
      Chapter 11 Petition filed July 26, 2011

In Re Rakesh Patel
   Bankr. W.D. Ark. Case No. 11-73416
      Chapter 11 Petition filed July 26, 2011

In Re Mike Nerhus
   Bankr. C.D. Calif. Case No. 11-20432
      Chapter 11 Petition filed July 26, 2011

In Re Param Singh
   Bankr. C.D. Calif. Case No. 11-41853
      Chapter 11 Petition filed July 26, 2011

In Re Silver Lake Vacation Club Association
   Bankr. C.D. Calif. Case No. 11-33951
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/cacb11-33951.pdf

In Re Arthur Porter
   Bankr. D. Colo. Case No. 11-27756
      Chapter 11 Petition filed July 26, 2011

In Re Lidet LLC
        dba Almaz Restaurant
   Bankr. D. D.C. Case No. 11-00566
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/dcb11-00566.pdf

In Re Christopher Tasker
   Bankr. M.D. Fla. Case No. 11-05472
      Chapter 11 Petition filed July 26, 2011

In Re Randy Frost
   Bankr. S.D. Ga. Case No. 11-11438
      Chapter 11 Petition filed July 26, 2011

In Re 8910 E 40 Highway Associates
        dba Jenla Real Estate Management Services
        aka 8910 E 40 Higwhay Associate
   Bankr. D. Kan. Case No. 11-22254
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/ksb11-22254.pdf

   In Re 8910 E 40 Highway Associates
      Bankr. D. Kan. Case No. 11-22254
         Chapter 11 Petition filed July 26, 2011

      In Re Eighty Eight Zero One
         Bankr. D. Kan. Case No. 11-22255
            Chapter 11 Petition filed July 26, 2011

         In Re Eighty-One Sixteen South 71
            Bankr. D. Kan. Case No. 11-22256
               Chapter 11 Petition filed July 26, 2011

In Re Shermark Albuquerque
   Bankr. E.D. Ky. Case No. 11-52108
      Chapter 11 Petition filed July 26, 2011

In Re Delet Door, Inc.
   Bankr. E.D. Mich. Case No. 11-60195
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/mieb11-60195p.pdf
         See http://bankrupt.com/misc/mieb11-60195c.pdf

In Re Resort America, LLC
   Bankr. E.D. Mich. Case No. 11-60191
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/mieb11-60191p.pdf
         See http://bankrupt.com/misc/mieb11-60191c.pdf

In Re 5584, LLC
   Bankr. D. Nev. Case No. 11-21636
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/nvb11-21636.pdf

In Re Jesus Gallegos
   Bankr. D. Nev. Case No. 11-21641
      Chapter 11 Petition filed July 26, 2011

In Re Nancy Rosenberg
   Bankr. D. Nev. Case No. 11-21746
      Chapter 11 Petition filed July 26, 2011

In Re Robert Sardina
   Bankr. S.D. N.Y. Case No. 11-37126
      Chapter 11 Petition filed July 26, 2011

In Re Door to Door of Pitt County, Inc.
   Bankr. E.D. N.C. Case No. 11-05658
      Chapter 11 Petition filed July 26, 2011
         See http://bankrupt.com/misc/nceb11-05658.pdf

In Re Frederick Britt
   Bankr. D. Ore. Case No. 11-36356
      Chapter 11 Petition filed July 26, 2011

In Re Harold Adams
   Bankr. E.D. Va. Case No. 11-15467
      Chapter 11 Petition filed July 26, 2011

In Re Michael Boling
   Bankr. W.D. Wash. Case No. 11-45957
      Chapter 11 Petition filed July 26, 2011


In Re Brendon Labban
   Bankr. D. Ariz. Case No. 11-21536
      Chapter 11 Petition filed July 27, 2011

In Re Thiel Ruperto
   Bankr. D. Ariz. Case No. 11-21473
      Chapter 11 Petition filed July 27, 2011

In Re Elizabeth Kenton
   Bankr. C.D. Calif. Case No. 11-18987
      Chapter 11 Petition filed July 27, 2011

In Re Oren Yaccobe
   Bankr. C.D. Calif. Case No. 11-42161
      Chapter 11 Petition filed July 27, 2011

In Re Dennis Moore
   Bankr. N.D. Calif. Case No. 11-47972
      Chapter 11 Petition filed July 27, 2011

In Re Cesar Martinez
   Bankr. S.D. Calif. Case No. 11-12320
      Chapter 11 Petition filed July 27, 2011

In Re David Lopez
   Bankr. S.D. Calif. Case No. 11-12360
      Chapter 11 Petition filed July 27, 2011

In Re C.D. Hallock Trucking, LLC
   Bankr. M.D. Fla. Case No. 11-14164
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/flmb11-14164.pdf

In Re Ingrid Walcott
   Bankr. M.D. Fla. Case No. 11-05519
      Chapter 11 Petition filed July 27, 2011

In Re Ronald Stephens
   Bankr. M.D. Fla. Case No. 11-05498
      Chapter 11 Petition filed July 27, 2011

In Re Christopher Baczewski
   Bankr. S.D. Fla. Case No. 11-30867
      Chapter 11 Petition filed July 27, 2011

In Re Smyth Electric, Inc.
   Bankr. D. Md. Case No. 11-25400
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/mdb11-25400.pdf

In Re North Coast Imagewear, Inc.
   Bankr. W.D. Mich. Case No. 11-07968
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/miwb11-07968.pdf

In Re Steven Rennekamp
      Deborah Rennekamp
   Bankr. E.D. Mo. Case No. 11-47882
      Chapter 11 Petition filed July 27, 2011

In Re American Land Holdings, LLC
   Bankr. D. Nev. Case No. 11-21761
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/nvb11-21761.pdf

In Re New East New York Development Corporation,
        A New York Corporation
   Bankr. E.D. N.Y. Case No. 11-46500
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/nyeb11-46500.pdf

In Re S.T.A.R. Concrete Pumping Co., Inc.
        fdba  Safety, Teamwork and Reliability, Inc.
    Bankr. S.D. Texas Case No. 11-36328
      Chapter 11 Petition filed July 27, 2011
         See http://bankrupt.com/misc/txsb11-36328.pdf

In Re Dominic Dovidio
   Bankr. D. Ariz. Case No. 11-21764
      Chapter 11 Petition filed July 28, 2011

In Re Eric Davis
   Bankr. C.D. Calif. Case No. 11-19037
      Chapter 11 Petition filed July 28, 2011

In Re Maricela Contreras
   Bankr. C.D. Calif. Case No. 11-42321
      Chapter 11 Petition filed July 28, 2011

In Re Milka Tolj
   Bankr. C.D. Calif. Case No. 11-42289
      Chapter 11 Petition filed July 28, 2011

In Re Randolph Finney
   Bankr. C.D. Calif. Case No. 11-20544
      Chapter 11 Petition filed July 28, 2011

In Re Randolph Finney
   Bankr. C.D. Calif. Case No. 11-20544
      Chapter 11 Petition filed July 28, 2011
         filed pro se

In Re Kenel Cazeau
   Bankr. S.D. Fla. Case No. 11-31153
      Chapter 11 Petition filed July 28, 2011

In Re Anothony Schock
   Bankr. D. Kan. Case No. 11-12311
      Chapter 11 Petition filed July 28, 2011

In Re Leiser Construction, LLC
    Bankr. D. Kan. Case No. 11-22300
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/ksb11-22300.pdf

In Re Tatassit Corporation
    Bankr. D. Mass. Case No. 11-43222
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/mab11-43222.pdf

In Re Vannara Keosan
   Bankr. D. Mass. Case No. 11-43214
      Chapter 11 Petition filed July 28, 2011

In Re Wesley Building Company, LLC
    Bankr. D. Minn. Case No. 11-50884
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/mnb11-50884.pdf

In Re Louis Greco
   Bankr. D. Nev. Case No. 11-21861
      Chapter 11 Petition filed July 28, 2011

In Re Hareklea Kalemkeris
   Bankr. D. N.J. Case No. 11-32462
      Chapter 11 Petition filed July 28, 2011

In Re Westwood Commons, LLC
    Bankr. D. N.J. Case No. 11-32463
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/njb11-32463.pdf

In Re Derek See
   Bankr. W.D. Okla. Case No. 11-14112
      Chapter 11 Petition filed July 28, 2011

In Re Stanley Frazier
   Bankr. E.D. Pa. Case No. 11-15933
      Chapter 11 Petition filed July 28, 2011

In Re Angel Martinez Valentin
   Bankr. D. Puerto Rico Case No. 11-06321
      Chapter 11 Petition filed July 28, 2011


In Re All Makes Auto RV &Truck Specialist, Inc.
    Bankr. E.D. Texas Case No. 11-10440
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/txeb11-10440.pdf

In Re Donna Newsome
   Bankr. E.D. Texas Case No. 11-42303
      Chapter 11 Petition filed July 28, 2011

In Re 35 North Property Ltd.
    Bankr. W.D. Texas Case No. 11-52600
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/txwb11-52600.pdf

In Re Susan Benson
   Bankr. E.D. Wash. Case No. 11-03679
      Chapter 11 Petition filed July 28, 2011

In Re Christina Butler
   Bankr. W.D. Wash. Case No. 11-18996
      Chapter 11 Petition filed July 28, 2011

In Re Sager Mechanical, Inc
    Bankr. W.D. Wash. Case No. 11-18966
      Chapter 11 Petition filed July 28, 2011
         See http://bankrupt.com/misc/wawb11-18966.pdf

In Re Guadalupe Avila
   Bankr. C.D. Calif. Case No. 11-34592
      Chapter 11 Petition filed July 29, 2011

In Re Norman Eckersley
   Bankr. N.D. Calif. Case No. 11-57121
      Chapter 11 Petition filed July 29, 2011

In Re David Lingenfelter
   Bankr. M.D. Fla. Case No. 11-14419
      Chapter 11 Petition filed July 29, 2011

In Re John Biffar
   Bankr. M.D. Fla. Case No. 11-14611
      Chapter 11 Petition filed July 29, 2011

In Re LAX LLC
   Bankr. M.D. Fla. Case No. 11-11441
      Chapter 11 Petition filed July 29, 2011
         filed pro se

In Re Norman Noblejas
   Bankr. M.D. Fla. Case No. 11-05585
      Chapter 11 Petition filed July 29, 2011

In Re Douglas Satcher
   Bankr. N.D. Ga. Case No. 11-71878
      Chapter 11 Petition filed July 29, 2011

In Re J. Peaceful, L.C.
    Bankr. M.D. Fla. Case No. 11-14575
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/flmb11-14575.pdf

In Re Amy Hijjawi
   Bankr. N.D. Ill. Case No. 11-31145
      Chapter 11 Petition filed July 29, 2011

In Re Intergity Sprinkling Systems, Inc.
    Bankr. M.D. Fla. Case No. 11-14600
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/flmb11-14600.pdf

In Re Aghaz, LLC
    Bankr. S.D. Fla. Case No. 11-31439
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/flsb11-31439.pdf

In Re Frair Motors, Inc.
   Bankr. N.D. Ga. Case No. 11-71839
      Chapter 11 Petition filed July 29, 2011
         filed pro se

In Re Harold Oliver
   Bankr. N.D. Ill. Case No. 11-83364
      Chapter 11 Petition filed July 29, 2011

In Re Innocent Okoye
   Bankr. N.D. Ill. Case No. 11-30991
      Chapter 11 Petition filed July 29, 2011

In Re Suresh Bhula
   Bankr. E.D. La. Case No. 11-12469
      Chapter 11 Petition filed July 29, 2011

In Re Kid Palace Learning Center, LLC
   Bankr. D. Mass. Case No. 11-17186
      Chapter 11 Petition filed July 29, 2011
         filed pro se

In Re Advanced Transmission Inc.
    Bankr. E.D. Mich. Case No. 11-60456
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/mieb11-60456.pdf

In Re Jeffrey Rubin
   Bankr. D. N.M. Case No. 11-13431
      Chapter 11 Petition filed July 29, 2011

In Re Imprenta Ponce Graphics, Inc.
    Bankr. D. Puerto Rico Case No. 11-06430
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/prb11-06430.pdf

In Re John Gibson
   Bankr. D. S.C. Case No. 11-04787
      Chapter 11 Petition filed July 29, 2011

In Re Shaby LLC
        dba Cosmo
    Bankr. S.D. Texas Case No. 11-36416
      Chapter 11 Petition filed July 29, 2011
         See http://bankrupt.com/misc/txsb11-36416.pdf

In Re Francis Johnson
      Judith Johnson
   Bankr. W.D. Texas Case No. 11-60822
      Chapter 11 Petition filed July 29, 2011

In Re Frank Vargas
   Bankr. W.D. Wash. Case No. 11-19036
      Chapter 11 Petition filed July 29, 2011

In Re Hussam El-Gohary
   Bankr. N.D. Calif. Case No. 11-48169
      Chapter 11 Petition filed July 30, 2011

In Re Mike Arodak
   Bankr. M.D. Fla. Case No. 11-14622
      Chapter 11 Petition filed July 30, 2011

In Re PAL Flooring Co.
    Bankr. M.D. Fla. Case No. 11-14634
      Chapter 11 Petition filed July 30, 2011
         See http://bankrupt.com/misc/flmb11-14634.pdf

In Re Casa Palmira, L.P.
    Bankr. W.D. Texas Case No. 11-31471
      Chapter 11 Petition filed July 30, 2011
         See http://bankrupt.com/misc/txwb11-31471p.pdf
         See http://bankrupt.com/misc/txwb11-31471c.pdf

In Re Jason Wilcox
   Bankr. W.D. Wash. Case No. 11-19134
      Chapter 11 Petition filed July 30, 2011

In Re W. Cole Construction, Inc.
    Bankr. M.D. Ga. Case No. 11-52398
      Chapter 11 Petition filed July 31, 2011
         See http://bankrupt.com/misc/gamb11-52398.pdf

In Re Curt Adams
   Bankr. D. Minn. Case No. 11-45124
      Chapter 11 Petition filed July 31, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

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.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  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 $775 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 Christopher
Beard at 240/629-3300.


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