TCR_Public/110817.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 17, 2011, Vol. 15, No. 227

                            Headlines

3900 BISCAYNE: Creditor BB&T Wants Disclosure Statement Denied
3900 BISCAYNE: Court Approves Goldstein Schecter as Accountant
ABCLD HOLDINGS: Hiring Franklin Skierski as Chapter 11 Lawyer
AIRPARK VILLAGE: Obtains Dismissal of Chapter 11 Case
ALTRA INDUSTRIAL: S&P Raises Corporate Credit Rating to 'BB-'

AMBAC FINANCIAL: Committee Wins OK to Retain Whyte Hirschboeck
AMBAC FINANCIAL: AAC Releases 1st Quarter 2011 Results
ARCHBROOK LAGUNA: Judge OKs $25 Million Sale to Gordon Brothers
ARCHBROOK LAGUNA: Files Schedules of Assets and Liabilities
ASCENDIA BRANDS: Court Approves Avoidance Action Settlements

BEAZER HOMES: BNP Paribas Discloses 6.4% Equity Stake
BERNARD L MADOFF: 2nd Cir. Says Picard Can Disregard Fake Profits
BILLMYPARENTS INC: Posts $4.3 Million Net Loss in June 30 Quarter
BLUEGREEN CORP: Incurs $26.7 Million Net Loss in Second Quarter
BORDERS GROUP: Wins Approval of IP & Lease Sale Bid Procedures

BORDERS GROUP: U.S. Trustee Appoints Consumer Privacy Ombudsman
BORDERS GROUP: Court OKs Withdrawal of Claims Transfer Rules
BR SUMMERLIN: Sept. 12 Confirmation Hearing on Competing Plans Set
BROADCAST INT'L: Reports $442,000 Net Profit in Second Quarter
BROTHER SONNY: Files Schedules of Assets & Liabilities

CAPITOL BANCORP: Files Form 10-Q, Incurs $17.5-Mil. Loss in Q2
CAPMARK FIN'L: Ends Talks to Sell Majority Stake in Bank
CARGO TRANSPORTATION: Comerica Wants Add'l Adequate Protection
CARGO TRANSPORTATION: GE Capital Wants to Take Over Collateral
CAVIATA ATTACHED: Sec. 341 Creditors' Meeting on Aug. 29

CENGAGE LEARNING: S&P Gives 'Negative' Outlook on Weak Results
CENTAUR LLC: Wins Permission for Litigation Trust and Adviser
CENTRAL FALLS: Pays More Than $1.2 Million in Professional Fees
CENTURION PROPERTIES: Elsaesser to Mediate GECC Dispute
CHINA DU KANG: Delays Filing of Quarterly Report on Form 10-Q

CIRCLE ENTERTAINMENT: Borrows $1 Million from Directors, et al.
CLAUDIO OSORIO: InnoVida Trustee Not Consenting to Plan
COMPOSITE TECHNOLOGY: Court Approves LKP Global as Special Counsel
COMPOSITE TECHNOLOGY: Court Approves Knobbe as Litigation Counsel
COMPOSITE TECHNOLOGY: Court Approves Mentor as Valuation Advisor

COMPOSITE TECHNOLOGY: Can Tap Winthrop Couchot as General Counsel
CONTESSA PREMIUM: Court OKs Ernst & Young as Advisors
CORDIA IP: Cordia Comms. Unit Files Chapter 11 in New York
CROWNROCK LP: S&P Assigns 'CCC+' on Weak Liquidity
CRYSTAL CATHEDRAL: Creditors Committee Wants Plan Outline Denied

CUI GLOBAL: Board Revises Code of Ethics of Audit Committee
CUMULUS MEDIA: Form S-4 Registration Statement Declared Effective
CUMULUS MEDIA: Reports $1.3 Million Net Income in Second Quarter
CUMULUS MEDIA: To Issue Up to 28.8 Million of Securities
DELTA AIR: S&P Assigns Preliminary 'BB' Rating to Class B Certs.

DESTINATION MATERNITY: S&P Raises Corp. Credit Rating to 'B+'
DRYSHIPS INC: General Meeting of Shareholders Set for Sept. 13
DUKE AND KING: Unsecureds to Get B/N 19% to 38% Under Amended Plan
DUNE ENERGY: Incurs $13.9 Million Net Loss in Second Quarter
DWELLING HOUSE SAVINGS: Harris Gets 9-Year Jail Sentence

DYNAMIC BUILDERS: Stipulates with Lenders on Lugo Property Sale
EAST COAST: Hires Saieed, Washburn & Morrison as Brokers
EAST COAST: Hearing on Continued Cash Access Tomorrow
EATON MOERY: Landlord Wants to Take Over Commercial Property
EDGEN MURRAY: Incurs $3.8 Million Net Loss in Second Quarter

EDIETS.COM INC: Incurs $851,000 Net Loss in Second Quarter
ESTERLINE TECH: S&P Affirms 'BB' Rating on Unsecured Debt
EVERGREEN SOLAR: Case Summary & 20 Largest Unsecured Creditors
FALLS AT TOWNE: Court Approves Ravich Meyer as Attorney
FIRST DATA: Files Form 10-Q, Incurs $128.2 Million Net Loss in Q2

FIRST MARINER: Files Form 10-Q, Incurs $11-Mil. Net Loss in Q2
GARY PHILLIPS: Can Use Creditors' Cash Collateral Until Sept. 23
GENTIVA HEALTH: S&P Lowers Corporate Credit Rating to 'B'
GERALD CHAMPION: Files Petition Under Chapter 11
GIORDANO'S ENTERPRISES: Fifth Third Bank Seeks Sanctions

GM PINE: Court Approves Crocker Law Group PLLC as Counsel
GM PINE: Files Schedules of Assets & Liabilities
GM PINE: Court Approves Robert S. Simon as Special Counsel
GRAHAM PACKAGING: Incurs $26.6 Million Net Loss in Second Quarter
GREAT ATLANTIC: Strikes Deal with OfficeMax Over Poaching Suit

GRIFFON CORP: S&P Affirms 'BB-' Corporate Credit Rating
HAMPTON ROADS: Incurs $18.6 Million Net Loss in Second Quarter
HENNIGES AUTOMOTIVE: S&P Withdraws 'B' Corporate Credit Rating
HOTEL AIRPORT: Creditors' Meeting on Sept. 12; Claims Due Dec. 12
HOTEL AIRPORT: Status Conference Set for Sept. 27

HUNTSMAN CORPORATION: Moody's Affirms 'B1' Corporate Rating
INSIGHT COMMUNICATIONS: Moody's Reviews 'B1' Corporate for Upgrade
JACKSON HEWITT: Completes Restructuring, Emerges from Chapter 11
JAMESTOWN MALL: Looking for New Owner of Shopping Center
J.C. EVANS: Court Approves Cash Use & $2.5MM Safeco DIP Loan

J.C. EVANS: Sec. 341 Creditors' Meeting Set for Aug. 30
J.C. EVANS: Schedules Filing Deadline Moved to Sept. 7
J.C. EVANS: Plans to Sell Cobra Stone to Pay Lender
JEFFERSON, AL: Extends Creditor Talks After Rejecting Deal
JIANGBO PHARMACEUTICALS: Cohen Milstein Investigates Firm

KEVEN A MCKENNA: U.S. Trustee Seeks Dismissal Due to False Oath
KOPPERS INC: S&P Affirms Corporate at 'BB-'; Outlook Positive
KT SPEARS: First Savers Bank Seeks to Foreclose on SC Property
K-V PHARMACEUTICAL: Incurs $174 Million Net Loss in Fiscal 2011
LAX ROYAL: Court Grants Stay Relief to West Century Limited

LEHMAN BROTHERS: LBI Trustee Has Deals For Return of $263-Mil.
LEHMAN BROTHERS: US Bank Wins OK to Foreclose on Hawaii Land
LEHMAN BROTHERS: NY Court Trims Class Claims in Securities Suit
LEHMAN BROTHERS: U.K. High Court OKs "Flip Clauses" in Dante Notes
LEHMAN BROTHERS: Bundesbank Loses Bid for Control of $4.1BB Notes

LIFE UNIVERSITY: Moody's Affirms Ba3 Rating on Series 2008 Bonds
LOS ANGELES DODGERS: Can Make Payments to Players and Announcers
LOUISIANA HOUSING: S&P Raises Rating on Revenue Bonds From 'B+'
MAJESTIC CAPITAL: Committee Wins OK for Jager Smith as Counsel
MAJESTIC CAPITAL: Committee Hires J.H. Cohn as Financial Advisor

MANISTIQUE PAPERS: Wins Cash Collateral Lifeline
MANISTIQUE PAPERS: Closed Paper Mill in Chapter 11
MARK PHILLIPS: Beaconlight Guesthouse Set for Oct. 20 Auction
MARMC TRANSPORTATION: Court OKs Stipulation to Pay Sale Proceeds
MERIT GROUP: Morgan Joseph Managed Sale to Centre Lane Partners

MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corporate
MOHAWK INDUSTRIES: S&P Affirms 'BB+' Ratings on Senior Notes
MOMENTIVE PERFORMANCE: Incurs $10-Mil. Net Loss in 2nd Quarter
MOMENTIVE SPECIALTY: Posts $63-Mil. Net Income in Second Quarter
MOSS LUMBER: Files for Chapter 7 Bankruptcy

MUNICIPAL MORTGAGE: Frederick Puddester Appointed Director
NEBRASKA BOOK: S&P Retains 'D' Corporate Credit Rating
NEWPAGE CORP: S&P Cuts Corp. Credit & Rating to 'CCC'
NEW VISION: Receives Foreclosure Notice From Beach Business Bank
NEWLEAD HOLDINGS: Seeks Waivers to Covenants From Lenders

OLDE PRAIRIE: Landmark and Winner's to Take Control After Exit
OMEGA NAVIATION: Taps Jefferies & Company as Investment Banker
ORDWAY RESEARCH: Creditors to Sue Execs. for Mismanagement
PACIFIC JET: Judge Throws Malpractice Suit Against Shearman
PHILADELPHIA ORCHESTRA: Fight with Musicians on Gifts Ongoing

PICHI'S INC: Status Conference Set for Oct. 6
PICHI'S INC: Creditors' Meeting on Sept. 12; Claims Due Dec. 12
PICHI'S INC: Hiring Charles Alfred Cuprill as Bankruptcy Counsel
PICHI'S INC: Hiring Luis R. Carrasquillo as Financial Consultant
PIEDMONT CENTER: Sent to Ch. 11 After Owner Charged for Fraud

PLANT INSULATION: Judge to Hear Insurers' Contribution Claims
PRM SMITH: Drops Plan to Avoid Protracted Fight with Lender
PURSELL HOLDINGS: Court Approves Shaner as Appraiser
QUALTEQ INC: Vmark Marketing Entities Seek Chapter 11
QUALTEQ INC: Case Summary & 30 Largest Unsecured Creditors

RANCHO CUCAMONGA: Must Answer Involuntary Petition on Sept. 1
RANCHO HOUSING: U.S. Trustee OKs Snell & Wilmer Hiring
RCC SOUTH: Fraud Allegations Brought at Exclusivity Hearing
RCI REGIONAL: Asks Access to Westcore Collateral Until Dec. 31
RCI REGIONAL: Taps SCIA Inc. as Real Estate Adviser

RCI REGIONAL: Has Until Nov. 8 to File Chapter 11 Plan
RESERVOIR CORPORATE: Steinberg Pleas Guilty of Bankruptcy Fraud
ROSSCO HOLDINGS: Wants Plan Hearing Aligned With Ross Case
RQB RESORT: Partnerships to File Reorganization Plan
SALPARE BAY: Court OKs $750,000 DIP Loan from Access

SAVANNAH OUTLET: Files Full Payment Plan; DS Hearing Sept. 20
SBARRO INC: Hires PricewaterhouseCoopers as Consultants
SBARRO INC: Hires Curtis Mallet-Prevost as Conflicts Counsel
SBARRO INC: Wins Final Nod to Pay Critical Vendor Claims
SBARRO INC: Employs Rothschild as Financial Advisor

SEAHAWK DRILLING: Wants Plan Exclusivity Until Aug. 30
SECUREALERT INC: Acquires All Outstanding Capital Stock of ISS
SHALAN ENTERPRISES: BoA and U.S. Trustee Object to Creditor Plan
SHELBRAN INVESTMENTS: Management Plan Promises 100% for Unsecureds
SHELBRAN INVESTMENTS: Independence Bank Gets Ch. 11 Trustee

SHELBRAN INVESTMENTS: Hearing on Conversion/Dismissal Aug. 23
SHELBRAN INVESTMENTS: Has Nod for Marshall McIntyre as Appraiser
SHENANDOAH APARTMENTS: 2 Firms Buy Upscale Community for $19-Mil.
SHILO INN: Can Employ Levene Neale Bender as Counsel
SONJA TREMONT-MORGAN: Ex-Hubby Holding Up $7M Deal, Creditor Says

SOUNDVIEW CLINICS: Espada Defending Medicaid Funding for Clinics
SOUTH EDGE: Wins Judge OK for $21.4 Million Loan
VIVIAN ALEXANDER: Files for Chapter 7 Bankruptcy Protection
WINDSOR PETROLEUM: S&P Cuts Rating on $239.1-Mil. Notes to 'BB-'
WYNDHAM WORLDWIDE: Moody's Says 'Ba1' CFR Unchanged

XTREME GREEN: Posts $370,300 Net Loss in Q2 2011
ZOOM TELEPHONICS: Incurs $326,100 Net Loss in Q2 2011

* Fitch: U.S. High Yield Default Rate Moves Up to 1.3% in July
* Junk Bond Losses Mount in Worst Month Since 2008
* S&P: Global Corp Defaults Total 23 So Far in 2011

* S&P: Speculative-Grade Composite Spread Narrows to 707 Bps
* S&P FAQ Addresses Impact of U.S. Downgrade on Corporate Funding

* U.S. Commercial Bankruptcy Filings Fall 11.6% During July

* Thorp Reed Adds Bankruptcy Muscle With New Del. Office

* Upcoming Meetings, Conferences and Seminars


                            *********


3900 BISCAYNE: Creditor BB&T Wants Disclosure Statement Denied
--------------------------------------------------------------
Creditor Branch Banking & Trust Company asks the U.S. Bankruptcy
Court for the Southern District of Florida to deny approval of the
disclosure statement explaining 3900 Biscayne, LLC's proposed plan
of reorganization.

According to BB&T, the Disclosure Statement:

   i) fails to reveal critical information regarding the treatment
   of BB&T's secured, and potentially unsecured claim and the
   valuation of the property (and the basis for treating unsecured
   claims of this creditor differently from unsecured claims of
   insiders and other creditors);

  ii) fails to provide adequate information as to the proposed
   plan (which is not equitable or feasible);

iii) fails to provide adequate information as to the treatment of
   different classes of creditors and their status with respect to
   the Debtor; and

  iv) fails to provide sufficient information as to the value of
   the collateral, the Debtor's business operations, history and
   financial circumstances.

As reported in the Troubled Company Reporter on June 29, 2011,
under the Plan, BB&T's allowed secured claim arising out of a note
in the principal amount of $10,800,000 will be paid in full,
including note rate interest, with a 25-year amortization and a 4-
year balloon.  To the extent that the Debtor's rental income and
the proceeds from the "third party litigation claims" are
insufficient to pay BB&T's claim, the deficiency will be treated
as an unsecured claim.

Holders of allowed general unsecured claims will be paid in full
within 4 years from the Effective Date.

Holders of equity interests will retain their interests.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/3900biscayne.DS.pdf

BB&T is represented by:

         Frank P. Cuneo, Esq.
         Juan A. Gonzalez, Esq.
         Dora F. Kaufman, Esq.
         LIEBLER, GONZALEZ &PORTUONDO, P.A.
         Courthouse Tower - 25th Floor
         44 West Flagler Street
         Miami, FL 33130
         Tel: (305) 379-0400
         Fax: (305) 379-9626
         E-mail: fpc@lgplaw.com
                 jag@lgplaw.com
                 dfk@lgplaw.com

                     About 3900 Biscayne, LLC

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948)
on May 12, 2011, in Miami, Florida.  Judge A. Jay Cristol presides
over the case.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, represent the Debtor in
its Chapter 11 effort.  The Debtor disclosed $14,857,484 in total
assets and $13,691,533 in total liabilities as of the Chapter 11
filing.


3900 BISCAYNE: Court Approves Goldstein Schecter as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized 3900 Biscayne, LLC, to employ Sanford D. Horwitz and
the firm of Goldstein Schecter Koch as its accountant.

According to the Troubled Company Reporter on June 28, 2011, upon
retention, the accountant will, among other things:

   a) review the Debtor's records for asset analysis and
      recovery;

   b) perform a preference and fraudulent avoidance analysis; and

   c) assist the Debtor in all tax matters.

The accountant's rates are:

         Personnel                       Rate
         ---------                       ----
      Stanford D. Horwitz, CPA           $395
      Jeff Weiss, Taxz Partner           $375
      Larry Elmer, Compliance Partner    $360
      Liani Lopez, Senir Accountant      $125

                    About 3900 Biscayne, LLC

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami, Florida.  Judge A.
Jay Cristol presides over the case.  Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, Florida, represents the
Debtor in its Chapter 11 effort.  The Debtor disclosed $14,857,484
in total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


ABCLD HOLDINGS: Hiring Franklin Skierski as Chapter 11 Lawyer
-------------------------------------------------------------
ABCLD Holdings LLC seeks permission from the Bankruptcy Court to
employ the law firm of Franklin Skierski Lovall Hayward LLP as its
Chapter 11 counsel.

FSLH was retained by the Debtor on May 18, 2011, to assist the
Debtor in preparing to file its voluntary bankruptcy petition.  To
cover the costs and expenses of preparing the documents related to
these bankruptcy cases, the Debtor's ultimate parent, ABC Land &
Development, Inc., paid $20,000 as a retainer to FSLH.  FSLH
received payment from the Debtor's parent in the amount of
$23,150.35 on account of services provided through June 30, 2011,
and also withdrew $5,063.50 from the retainer pre-petition to pay
for its prepetition services rendered to the Debtor after June 30,
2011 and the chapter 11 filing fee.  The remaining retainer amount
will be held as security against post-petition fees and expenses,
as approved by orders of the Court.

The current hourly rates being charged for paralegals and
attorneys of FSLH are:

          Professional               Hourly Rate
          ------------               -----------
          Melissa Hayward                $315
          Robert Johnson                 $200
          Paralegal                      $150

Ms. Hayward discloses that FSLH currently represents other related
chapter 11 debtors in their bankruptcy cases pending in the
Northern District of Texas, each of which is wholly unrelated to
this matter.  These debtors are American Mart Hotel Corporation
(Case No. 10-36776-SGJ-11), EQK Bridgeview Plaza, Inc. (Case No.
10-37054-SGJ-11), Continental Common, Inc. (Case No. 10-37542-HDH-
11), Parkway North, Inc. f/k/a Transcontinental Westgrove, Inc.,
(Case No. 11-32294-HDH-11), Denver Merchandise Mart, LLC, Denver
Merchandise Mart Employers, Inc., and Valley Corporation (which
are being jointly administered in Case No. 11-31615), all of which
are owned by the common parent entity as ABCLD, ABC Land &
Development, Inc.  FSLH does not believe that its concurrent
representation of these debtors and ABCLD creates any conflict of
interest.

The Parkway North case was recently dismissed pursuant to an
agreement reached between the Debtor and its secured lender.

FSLH also represents GC Merchandise Mart, Inc. and Hawthorn Lakes
Associates Ltd. in their bankruptcy cases, which cases are also
being jointly administered in the Denver Merchandise Mart et al.
cases.  GC Merchandise Mart and Hawthorn Lakes Associates are not
owned by ABC Land & Development, but by other related parties.

Ms. Hayward attests that FSLH is a disinterested person within the
meaning of Sections 327 and 101(14) of the Bankruptcy Code and has
no prior relationship or connection with the Debtor that would
raise a possible disqualification or conflict of interest or that
would otherwise render it ineligible to serve as counsel to the
Debtor pursuant to the provisions of Section 328 of the Bankruptcy
Code.

                       About ABCLD Holdings

Dallas, Texas-based ABCLD Holdings is a Nevada limited liability
company created on March 18, 2011, to acquire properties owned by
FRE Real Estate Inc. in Texas for $59,800,000.  All of the capital
stock of ABCLD Holdings is owned by ABC Land & Development, Inc.,
which is a corporation owned by Ronald Akin and DTS Holdings, LLC.

FRE filed for bankruptcy Jan. 4, 2011.  The case was dismissed
March 1, 2011.

ABCLD filed for bankruptcy to implement a prepetition settlement
agreement with Armed Forces Bank, as successor by merger to Bank
Midwest, N.A. is the secured creditor with respect to the acquired
FRE Properties.  AFB played an active role in obtaining dismissal
of the FRE bankruptcy proceeding.  The Agreement contemplates the
foreclosure of certain of the properties, a prepackaged bankruptcy
filing, and the restructuring of the AFB debt.

ABCLD commenced the prepackaged Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-34969) on Aug. 1, 2011.  Judge Barbara J. Houser
presides over the case.  In its petition, the Debtor estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million.  The petition was signed by Craig Landess, vice
president.  Armed Forces Bank is represented by Keith Miles
Aurzada, Esq., at Bryan Cave LLP.

The Debtor's counsel may be reached at:

         Melissa S. Hayward, Esq.
         FRANKLIN SKIERSKI LOVALL HAYWARD LLP
         10501 N. Central Expy., Suite 106
         Dallas, Texas 75231
         Tel: 972-755-7100
         Fax: 972-755-7110
         E-mail: MHayward@FSLHlaw.com

The Bankruptcy Court will hold a combined hearing on Sept. 19,
2011, at 9:15 a.m. to consider approval of the disclosure
statement and solicitation and voting procedures and to confirm
the prepackaged Plan.


AIRPARK VILLAGE: Obtains Dismissal of Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
the Chapter 11 case of Airpark Village LLC due to its inability to
effectuate its Chapter 11 plan of reorganization.

According to the Debtor, dismissal of the case, rather than
converting to a case under chapter 7 or seeking approval of the
distribution of the Debtor's funds through the chapter 11 plan
process, is the most economical means of continuing to ensure the
greatest recovery to all creditors in this case.  The vast
majority of the Debtor's creditors are secured creditors and tax
lien creditors.

The Debtor said that the U.S. Trustee and Mile High Banks did not
oppose dismissal.

The Debtor notes that it obtained a loan from Mile High Banks in
the principal amount of $5,450,000, which is priced at 8.5% per
annum.

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, in Denver, Colo., serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $15,112,195 in assets and $8,564,158 in
liabilities as of the Chapter 11 filing.


ALTRA INDUSTRIAL: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Braintree, Mass.-based Altra
Industrial Motion Inc. to 'BB-' from 'B+'. "We have also raised
our issue-level ratings on the senior secured notes issued by
Altra Holdings Inc. to 'BB-' from 'B+'; the recovery rating on the
notes remains '4', indicating our expectation that lenders would
receive average (30%-50%) recovery in a payment default scenario.
The outlook is stable," S&P related.

"The ratings upgrade reflects Altra's continued good operating
performance and credit measures, including total debt to EBITDA of
3.5x as of July 2, 2011," said Standard & Poor's credit analyst
Sarah Wyeth. "We expect this metric to improve modestly through
the rest of 2011 as the company benefits from recent acquisitions
and good demand in some of its late-cycle end markets, such as
energy and mining. While economic prospects are increasingly
mixed, we believe Altra's excess cash balance and current credit
measures provide it some cushion to absorb an economic downturn at
the higher rating."

The ratings reflect Altra's weak business risk profile,
characterized by its presence in a cyclical, fragmented, and
competitive industry. The company has limited product diversity
and some geographic diversity. Altra manufactures mechanical power
transmission products that it sells largely in the U.S. to
more than 1,000 direct original equipment manufacturer (OEM)
clients and through more than 3,000 distributor outlets. The
company's engineered products are often part of such critical
applications as failsafe brakes for elevators, electric
wheelchairs, and forklifts. Its brand names include Boston Gear,
Warner Electric, TB Wood's, Ameridrive, Kilian, Formsprag,
Stieber, and Wichita Clutch.

Altra's credit quality benefits from good customer and end-market
diversity. Although the company competes in niche segments, its
leading position and strong brand names -- as well as recent cost
restructuring -- supported good operating margins (before
depreciation and amortization) of about 16% in the 12 months ended
July 2, 2011. "We believe that stabilizing conditions in
Altra's end markets, partially offset by modest additional
expenses required to support growth, will enable the company to
sustain margins of approximately 15%," S&P said.

The outlook is stable. "We could lower the ratings if an economic
downturn results in deteriorating operating performance or Altra
pursues a more-aggressive financial policy than we expect," Ms.
Wyeth continued. "For instance, if a recession causes revenues to
decline more than 20% and the company does not reduce debt,
resulting in debt to EBITDA of more than 4x for an extended
period, we could lower the ratings. Our assessment of the business
risk profile as weak limits the possibility of an upgrade under
our criteria."


AMBAC FINANCIAL: Committee Wins OK to Retain Whyte Hirschboeck
--------------------------------------------------------------
Judge Shelley Chapman authorized the Official Committee of
Unsecured Creditors in Ambac Financial Inc.'s cases to retain
Whyte Hirshcboeck Dudeck S.C. as its special counsel in the
Circuit Court for Dane County, in Wisconsin.

Before the entry of the Court's order, Thomas M. Pyper, Esq., of
Whyte Hirschboeck, in Madison, Wisconsin, filed with the Court an
amended declaration.  He disclosed that certain "BofA Entities" or
their affiliates are defendants in an action filed by Ambac
Assurance Corporation before the Supreme Court of the State of New
York, County of New York, in September 2010.  Whyte Hirschboeck
represented BAC Home Loans Servicing, LP f/k/a Countrywide Home
Loans Servicing LP; Countrywide Home Loans Inc. and Bank of
America -- BofA Entities -- with respect to AAC's Wisconsin
proceedings.  Certain BofA Entities or their affiliates, he added,
have filed unliquidated proofs of claim against the Debtor.

Mr. Pyper clarified that Whyte Hirschboeck is not representing the
BofA Entities in connection with the New York Action, the Proofs
of Claim or any other matters pertaining to the Debtor's Chapter
11 case.

In the event that the Debtor or the Creditors' Committee becomes
directly adverse to the BofA Entities in connection with the
Debtor's Chapter 11 case, the New York Action, or the Wisconsin
Proceedings, Whyte Hirschboeck will not represent the Committee or
BofA with respect to those matters, Mr. Pyper assures the Court.

As the Creditor Committee's special counsel, Whyte Hirschboeck
will:

  (i) appear on the Creditors Committee's behalf in Ambac
      Assurance Corporation's rehabilitation proceedings before
      the Wisconsin Court;

(ii) draft and file legal documents;

(iii) provide advice to the Creditors Committee;

(iv) research and analyze issues involving Wisconsin law; and

  (v) perform other tasks as requested by the Creditors
      Committee.

Whyte Hirschboeck's professionals will be paid according to the
firm's current customary hourly rates:

       Title                      Rate per Hour
       -----                      -------------
       Shareholders and counsel    $325 to $550
       Associates                  $220 to $325
       Paraprofessionals           $130 to $195

Thomas M. Pyper, Esq., a shareholder at Whyte Hirschboeck Dudek
S.C., in Madison, Wisconsin -- tpyper@whdlaw.com -- disclosed that
his firm represented or represents certain parties in matters
unrelated to the Debtor, a schedule of which parties is available
for free at:

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

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: AAC Releases 1st Quarter 2011 Results
------------------------------------------------------
Ambac Assurance Corporation filed on May 16, 2011, statutory
financial statements as of and for the quarter ended March 31,
2011, for AAC, its Segregated Account and Everspan Financial
Guarantee Corporation.

As of March 31, 2011, AAC reported 8,061,738,844 in total assets,
$7,260,602,587 total liabilities, and $801,136,257 in equity.

AAC posted a net loss of $183,305,912 for the quarter ended
March 31, 2011.

AAC estimated $512,619,523 in cash, cash equivalents and short
term investments at the beginning of 2011, and $598,177,809 of
cash and cash equivalents at the end of the same period.

Full-text copies of the 1st Quarter Reports are available for
free at:

* AAC's Quarter Report
   http://bankrupt.com/misc/AAC20111stQReport.pdf

* Segregated Account's Quarter Report
   http://bankrupt.com/misc/AACSegAcct20111stQRpt.pdf

* Everspan's Quarter Report
   http://bankrupt.com/misc/Everspan20111stQtrRpt.pdf

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


ARCHBROOK LAGUNA: Judge OKs $25 Million Sale to Gordon Brothers
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that ArchBrook Laguna LLC won
approval to sell its consumer electronics and appliances
distribution business to Gordon Brothers Group LLC for some
$25 million, after fielding offers at an auction.

As reported in the Aug. 12 edition of the Troubled Company
Reporter, Gordon Brothers was declared the winning bidder at the
Aug. 8 auction of substantially all of the assets of ArchBrook
Laguna LLC and its affiliates.

The auction occurred over two days.

The basic terms of the successful bid are:

      (i) $25 million in cash subject to certain adjustments
          and holdbacks;

     (ii) The amount of collection on the accounts receivable
          greater than $21 million shall be allocated between the
          Debtors and Gordon Brothers on an 85% -- 15% basis,
          respectively;

    (iii) $12.50 per unit of the Ab Circle Pro inventory;

     (iv) Proceeds from the sale of the Ab Circle Inventory
          above $13.50 per unit shall be allocated 90% to the
          Debtors and 10% to Gordon Brothers;

      (v) A transition services agreement between the Debtors
          and Gordon Brothers; and

     (vi) All claims arising under 11 U.S.C. Sec. 547
          and related state law causes of action will be deemed
          released on the Initial Closing Date by the Purchaser.
          On the 60th day post-closing, the Purchaser will release
          all other causes of action arising under Bankruptcy Code
          sections 544 through 553 (excluding section 547) and
          similar state law claims; provided however; the Agent,
          in consultation with the Committee, may request that the
          Purchaser or Third Party Purchaser, in its sole
          discretion, re-convey the avoidance actions to the
          Sellers.

The Debtors deemed Almo Corporation as the back-up bidder for the
Lehrhoff ABL LLC inventory and other assets.  Almo offered $5
million for the Lehrhoff assets.

                        About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt
totaling $176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Akin Gump Straus Hauer & Feld LLP, in New York, serves as counsel
to the Debtors.  The Company is being advised by Macquarie Capital
(USA) Inc. with respect to the sale process and by Hawkwood
Consulting LLC, whose founder Stephen J. Gawrylewski is Chief
Restructuring Officer of the Company.  Macquarie Capital (USA)
Inc. is the financial advisor.  PricewaterhouseCoopers LLP is a
consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.


ARCHBROOK LAGUNA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
ArchBrook Laguna, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $91,529,811
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,330,086
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $56,583,079
                                 -----------      -----------
        TOTAL                    $91,529,811      $93,913,165

Debtor-affiliates also filed their respective schedules,
disclosing:

   Affiliate                         Assets      Liabilities
   ---------                         ------      -----------
ArchBrook Laguna New York, LLC              $0   $36,907,752
ArchBrook Laguna West, LLC                  $0   $36,907,752
Expert Warehouse, LLC              $10,948,170   $37,886,705
Lehrhoff ABL, LLC                  $43,927,034   $62,258,274
Chimerica Global Logistics, LLC             $0   $36,907,752
Archbrook Laguna Holdings LLC             $870   $37,291,085

                        About ArchBrook

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt
totaling $176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Akin Gump Straus Hauer & Feld LLP, in New York, serves as counsel
to the Debtors.  The Company is being advised by Macquarie Capital
(USA) Inc. with respect to the sale process and by Hawkwood
Consulting LLC, whose founder Stephen J. Gawrylewski is chief
restructuring officer of the Company.  Macquarie Capital (USA)
Inc. is the financial advisor.  PricewaterhouseCoopers LLP is a
consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.


ASCENDIA BRANDS: Court Approves Avoidance Action Settlements
------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware has approved certain settlements entered
into by Ascendia Brands, Inc., et al., with applicable parties
with respect to the compromise of certain avoidance actions.

The Debtors have filed adversary proceedings against certain
defendants for the avoidance and turnover of certain transfers
pursuant to Sections 547, 548, 549, and 502, and recovery of
Property pursuant to Section 550 of the Bankruptcy Code.

The Debtors have negotiated a settlement in certain adversary
proceedings.  They believe that the settlement in certain of the
adversary proceeding is in the best interest of the creditors.
Given the known cost of further pursuing these matters, the
Debtors have determined that the net result to creditors would be
greater through the Proposed Settlements.

                      About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-11787) on Aug. 5,
2008.  Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in
their restructuring efforts.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
Epiq Bankruptcy Solutions LLC is the notice, claims and balloting
agent to the Debtors.

At July 5, 2008, Ascendia Brands, Inc., had $194,800,000 in total
assets and $279,000,000 in total debts.


BEAZER HOMES: BNP Paribas Discloses 6.4% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, BNP Paribas, S.A., London Branch, disclosed that it
beneficially owns 4,864,833 shares of common stock of Beazer Homes
USA Inc. representing 6.4% of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                       http://is.gd/kC1VBJ

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2011, showed $2 billion in
total assets, $1.76 billion in total liabilities and $241 million
in total stockholders' equity.

                           *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BERNARD L MADOFF: 2nd Cir. Says Picard Can Disregard Fake Profits
-----------------------------------------------------------------
Michael Rothfeld, writing for The Wall Street Journal, reports
that the U.S. Second Circuit Court of Appeals in Manhattan on
Tuesday upheld a decision by Irving Picard, the trustee overseeing
the liquidation of Bernard L. Madoff's investment firm, to approve
claims from victims based on how much of an investor's principal
deposits with Mr. Madoff were lost after the fraud was exposed in
December 2008.

Those losses total about $17.3 billion, according to Mr. Picard,
or less than one-third of the $64.8 billion shown on investors'
final account balances.

The Journal says the Second Circuit ruling is a defeat for roughly
2,000 former Madoff investors known as "net winners" because they
withdrew more money than they invested with Mr. Madoff.  Mr.
Picard has filed more than 1,000 lawsuits against those investors
to recover what he claims are phantom profits, and the appeals-
court ruling is a major victory in that push.

According to the Journal, a spokeswoman for Mr. Picard said his
approach "is the fairest approach to the determination of claims,
and we hope that the court's decision can be the final word on
this issue."

The Journal also reports that Tuesday's ruling also quashed at
least for now efforts by "net winners" to use their final
statement balances to collect as much as $500,000 apiece from the
Securities Investor Protection Corp., or SIPC, which returns money
to the customers of failed brokerage firms.

According to the Journal, Helen Davis Chaitman, a lawyer who says
she represents hundreds of Madoff customers, said the ruling "will
destroy investor confidence in the capital markets because the
promise of SIPC insurance is illusory."  She said she will appeal
the ruling to the U.S. Supreme Court.  Many legal observers,
however, think it isn't likely that the high court would intervene
in the case.

So far, Mr. Picard has far recovered $11 billion, some of it with
federal prosecutors, or about 60% of the estimated losses in the
Ponzi scheme.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$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 US$6.88 billion in claims by
investors has been allowed, with US$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.


BILLMYPARENTS INC: Posts $4.3 Million Net Loss in June 30 Quarter
-----------------------------------------------------------------
BillMyParents, Inc., formerly known as Socialwise, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$4.3 million on $16,046 of revenues for the three months ended
June 30, 2011, compared with a net loss of $1.7 million on $2,119
of revenues for the three months ended June 30, 2010.

The Company reported a net loss of $8.1 million on $22,800 of
revenues for the nine months ended June 30, 2011, compared with a
net loss of $5.0 million on $4,083 of revenues for the nine months
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $4.7 million
in total assets, $2.3 million in total liabilities, all current,
and stockholders' equity of $2.4 million.

As reported in the TCR on Feb 7, 2011, BDO USA, LLP, in La Jolla,
California, expressed substantial doubt about Socialwise, Inc.'s
ability to continue as a going concern, following the Company's
results for the fiscal year ended Sept. 30, 2010.  The independent
auditors noted that the Company has incurred net losses since
inception and has an accumulated deficit and stockholders'
deficiency at Sept. 30, 2010.

A copy of the Form 10-Q is available at http://is.gd/OmT7K0

                     About BillMyParents, Inc.

San Diego, Calif.-based BillMyParents, Inc. (OTC QB: BMPI.OB)
through its subsidiary incorporated in the state of California,
seeks to facilitate online and traditional retail commerce through
payment systems linking parents to young people.


BLUEGREEN CORP: Incurs $26.7 Million Net Loss in Second Quarter
---------------------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
attributable to Bluegreen of $26.70 million $104.27 million of
revenue for the three months ended June 30, 2011, compared with
net income attributable to Bluegreen Corporation of $4.31 million
on $103.46 million of revenue for the same period a year ago.

The Company also reported a net loss attributable to Bluegreen of
$24.16 million on $193.72 million of revenue for the six months
ended June 30, 2011, compared with a net loss attributable to
Bluegreen Corporation of $3.54 million on $179.11 million of
revenue for the same period during the previous year.

The Company's balance sheet at June 30, 2011, showed $1.14 billion
in total assets, $848.80 million in total liabilities, and
$295.91 million total shareholders' equity.

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

                        http://is.gd/n0TBjq

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on $365.67
million of revenue for the year ended Dec. 31, 2010, compared with
net income of $3.90 million on $367.36 million of revenue during
the prior year.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BORDERS GROUP: Wins Approval of IP & Lease Sale Bid Procedures
--------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved proposed procedures, as modified,
to govern the auction and sale of Borders Group, Inc. and its
debtor affiliates' intellectual property assets, free and clear
of all liens, to the highest and best bidder.

The Debtors will pursue this timeline for the sale of the IP
assets:

  * Sept. 8, 2011     -- Deadline to submit bids for IP Assets.

  * Sept. 14, 2011    -- Auction of IP Assets.

  * Sept. 16, 2011    -- Deadline to object to IP Assets Sale.

  * Sept. 20, 2011    -- Sale Hearing on IP Assets.

The Debtors are authorized to select one or more stalking horse
bidders in accordance with the Bidding Procedures.  With the
consent of the Official Committee of Unsecured Creditors and the
Debtors, the Stalking Horse Bidder is entitled to reimbursement
of reasonable, documented out-of-pocket expenses incurred in
connection with the formulation of its qualified bid of no more
than $250,000.

The Court directs the U.S. Trustee for Region 2 to appoint one
disinterested person to serve as the consumer privacy ombudsman
in connection with the IP Assets no later than September 13,
2011.

Counterparties to contracts that may be assumed and assigned or
rejected in connection with the IP Assets Sale have until
September 6, 2011, to object to cure amounts or proposed
assurance of future performance.  Parties also have until
September 16, 2011, to file objections to the assumption and
assignment of the IP Agreements.

All objections to the IP Bidding Procedures Motion, to the extent
not resolved, are overruled, Judge Glenn said.

Before the entry of Judge Glenn's ruling, the Debtors filed with
the Court modified bidding procedures to clarify that they will
consult with the Creditors' Committee with respect to the
evaluation of bids.

A full-text copy of the Modified IP Bidding Procedures is
available for free at:

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

A blacklined version of the Modified IP Bidding Procedures is
available for free at:

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

             Court Okays Lease Bidding Procedures
Judge Glenn also approved the proposed bidding procedures, as
modified, to govern the auction and sale of the unexpired non-
residential real property leases.

The Court approved these deadlines for the Lease auctions and
sales:

   A. First Round Lease Sales:

      * Bid Deadline:        Aug. 26, 2011
      * Auction:             Aug. 31, 2011
      * Objection Deadline:  Sept. 6, 2011
      * Lease Sale Hearing:  Sept. 8, 2011

   B. Second Round Lease Sales:

      * Bid Deadline:       Sept. 7, 2011
      * Auction:            Sept. 13, 2011
      * Objection Deadline: Sept. 16, 2011
      * Lease Sale Hearing: Sept. 20, 2011

Objections to proposed cure amounts for any First Round or Second
Round Lease are due no later than August 24, 2011.

The Debtors filed with the Court a revised proposed Lease Bidding
Procedures and revised proposed order, which reflect
modifications sought by various parties and modifications made by
the Debtors in response to the certain objections they received.

Pursuant to the revised Lease Bidding Procedures, the Debtors
will sell their unexpired non-residential real property leases:

  (i) subject to an assumption or rejection deadline under
      Section 365(d)(4) of the Bankruptcy Code that is on or
      before September 30, 2011;

(ii) subject to "holiday protections" triggered on or before
      September 30, 2011; or

(iii) among the Debtors' airport or small format stores.

The Debtors reserve the right, in consultation with the
Creditors' Committee, to elect to auction and to sell Leases that
are listed as second round leases in the first auction to permit
the sales of more than one lease to a single bidder.  The Debtors
will notify any affected lessors of any election, but in no event
later than August 29, 2011, and that the affected lessor's First
Round Bid Deadline for any leases will be extended from
August 26, 2011 to August 31, 2011, which is the First Auction.

A full-text copy of the Modified Lease Bidding Procedures is
available for free at:

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

A blacklined version of the Modified Lease Bidding Procedures is
available for free at:

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

Through August 8, 2011, about 20 objections and joinders to
objections to the Lease Sales Motion were filed.  Because nearly
all the Objections were filed by landlords, the Objections raise
largely overlapping and duplicative objections.  The Debtors thus
prepared a chart summarizing the Objections and their
corresponding response, a copy of which available for free
at http://bankrupt.com/misc/Borders_LeaseSalesObjsChart.pdf

Accordingly, all objections filed in response to the Lease Sales
Motion, to the extent not resolved, are overruled, Judge Glenn
ruled.

                More Lease Sale-related Objections

Developers Diversified Realty Corp., Regency Centers LP; National
Retail Properties, Inc.; Jones Lang LaSalle Americas Inc.;
Gregory Greenfield & Associates, Ltd.; Equity One; Garden Homes
Development; Donahue Schriber Realty Group, Inc. and KLA SLO, LLC
assert that their credit bidding on their leases should not be
required to submit a deposit or any documentation related to
adequate assurance of future performance.  More importantly, the
landlords insist that they should be allowed to credit bid only a
portion of their claims and should not be required to waive all
claims against the Debtors.

A list of the landlords' leases is available for free at:

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

Contract counterparties filed responses, asking the Court to fix
the cure amounts and to direct the Debtors to cure all defaults
under their leases and contracts.  The contract counterparties
include:

                                     Proposed     Asserted
Counterparty                         Cure Amt.    Cure Amt.
------------                         ---------    ----------
QKC Maui Owners LLC                    $13,404       $20,193
Folsom Broadstone, Inc.                 20,554        29,492

The Taubman Landlords prepared a list of the correct cure amounts
for their leases, available for free at:

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

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: U.S. Trustee Appoints Consumer Privacy Ombudsman
---------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed
Michael St. Patrick Baxter, as consumer privacy ombudsman in the
Chapter 11 cases of Borders Group, Inc., and its debtor
affiliates with respect to the proposed sale of the Debtors'
intellectual property assets.

The appointment is made pursuant to the IP Bidding Procedures
Order, which directs the U.S. Trustee to appoint a Consumer
Privacy Ombudsman pursuant to Section 332 of the Bankruptcy Code.

In an accompanying declaration, Mr. Baxter, a partner at
Covington & Burling LLP, in New York -- mbaxter@cov.com --
disclosed that his firm represents parties in matters unrelated
to the Debtors' Chapter 11 cases, a schedule of which is
available for free at:

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

Mr. Baxter maintains that he is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Court OKs Withdrawal of Claims Transfer Rules
------------------------------------------------------------
Borders Group Inc., which is being liquidated and will no longer
be an ongoing company that could take advantage of tax loss
carryforwards, sought and obtained approval to rescind
restrictions on the sale of claims.

Judge Martin Glenn only vacated the claims and interests trading
order solely with respect to notification procedures regarding,
and restrictions on, transfers of claims.

Borders proposing that restrictions on sales or purchases of large
blocks of stock remain in place.  Earlier in the case, the
bankruptcy judge in New York prohibited sales of large blocks of
claims or shares.  The transfers could be carried out only if
Borders didn't object.  The restrictions were intended to prevent
the loss of Borders' ability to utilize tax loss carryforwards.

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BR SUMMERLIN: Sept. 12 Confirmation Hearing on Competing Plans Set
------------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada will convene a hearing on Sept. 12, 2011, at
9:30 a.m., to consider confirmation of two competing plans for
B.R. Summerlin Property, L.L.C.

Objections, if any, to the Plan proposed by Greystone Bank are due
Aug. 31, and to the Debtor's Plan are due Aug. 29.  All replies to
any objections to confirmation and briefs in support of
confirmation of the Debtor's Plan must be filed by Sept. 6.  The
ballot summary must be filed by Sept. 9.

At the hearing, the Court will also consider approval of the
Greystone's Disclosure Statement.

Ballots accepting or rejecting Greystone's Plan dated July 19,
2011, and the Debtor's proposed Plan of Reorganization dated
June 13, 2011, are due Sept. 6, 2011, at 5:00 p.m. (PDT)

                          Greystone's Plan

The Plan proposed by Greystone Bank, the single largest creditor
in the Debtor's case, seeks to maximize the recovery for all
parties-in-interest.  The Greystone Plan differs in several
respects from the plan proposed by the Debtor.  Under Greystone's
Plan, substantially all of the Debtor's assets will be liquidated
to maximize return to creditors and equity interests. The lease
will be assumed and assigned to the purchaser of the facility.

All payments under the Greystone's Plan  will be funded from these
sources: cash on hand, rents collected from the lease, funds in
replacement reserve and suspense account and proceeds from the
sale of the facility.

                        Treatment of Claims

Class 1 -- Priority Unsecured Claims ($0) -- All allowed Class 1
        claims will receive cash equal to the allowed amount of
        the claim.

Class 2 -- Greystone Bank Claims ($16,075,440) -- All allowed
        Greystone Bank Claim will receive cash equal to the
        allowed amount of the claim pursuant to distributions of
        funds from the replacement reserves and suspense account.

Class 3 -- General Unsecured Claims ($54,546) -- Holders of
        allowed Class 3 Claims will receive cash equal to the
        allowed amount of the claim, plus interest at the contract
        rate or statutory rate if there is no applicable contract
        rate of interest.

Class 4 -- Equity Interests (Unknown) -- Holders of Class 4
        interests will retain their interests in the Debtor
        pursuant to the organizational documents of the Debtor
        that were in existence immediately prior to the Petition
        Date.

                         The Debtor's Plan

As reported in the Troubled Company Reporter on July 8, the Court
approved the disclosure statement explaining the Debtor's second
amended plan of reorganization.

The proposed Plan divides the creditors and interest holders into
six classes.  Class 1 consists of the secured claim of Greystone
Bank, its primary creditor, that the Debtor proposes to pay in
full within seven years.  Class 2 consists of other secured claims
and Class 3 consists of priority unsecured claims.  The Debtor
does not believe, however, that any claims actually exist in Class
2 or Class 3.  Class 4 encompasses general unsecured claims
against the Debtor which the Debtor estimates at approximately
$7,205.  Class 5 consists of the unsecured claim of Gibbs, Giden,
Locher, Turner & Sente in the approximate amount of $47,340.
Class 6 consists of the equity interest holders of the Debtor.
Class 6 Equity Interests are impaired under the Second Amended
Plan.  Class 6 was unimpaired under the First Amended Plan.

Leasehold Resource Group, LLC, has up to 23 years remaining on the
term of the lease to the Debtor's property, a skilled nursing
facility known as The Heights of Summerlin, located at 10550 Park
Run Drive, in Las Vegas, Nevada.

The Debtor said it intends to assume the Lease pursuant to the
Plan.  As a result, upon expiration or termination of the Lease,
the Debtor will continue to be obligated to return the portion of
LRG's $420,000 security deposit not used or applied in accordance
with the Lease.  Based on the Debtor's projections, the Debtor
will have sufficient cash on hand to satisfy this obligation.

To the extent LRG does not exercise its option, the Lease will
terminate in approximately three years.  In that event, the Debtor
will either (i) lease the Facility to another tenant, or (2)
operate the Facility.

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?7668

Greystone Bank is represented by:

         Richard F. Holley, Esq.
         SANTORO, DRIGGS, WALCH, KEARNEY, HOLLEY & THOMPSON
         400 Las Negas, NV 89101
         Tel: (702) 791-0308
         Fax: (702) 791-1912
         E-mail: rholley@nevadafirm.com

                  About B.R. Summerlin Property

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10148) on Jan. 5, 2011.  The Company disclosed  $23,066,151
in assets and $15,414,103 in liabilities.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
Nov. 29, 2010.  The Debtor disclosed $23,066,151 in assets, and
$15,414,103 in debts.

B.R. Summerlin Property is represented by Gregory E. Garman, Esq.,
-- ggarman@gordonsilver --, Gabrielle A. Hamm, Esq., --
ghamm@gordonsilver.com --, at Gordon Silver, in Los Angeles,
Nevada.


BROADCAST INT'L: Reports $442,000 Net Profit in Second Quarter
--------------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net profit of $442,324 on $2.35 million net sales for the three
months ended June 30, 2011, compared with a net loss of
$3.22 million on $1.68 million of net sales for the same period
during the prior year.

The Company also reported a net loss of $304,641 on $4.04 million
of net sales for the six months ended June 30, 2011, compared with
a net loss of $6.12 million on $3.47 million of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2011, showed $6.16 million
in total assets, $19 million in total liabilities and a $12.83
million total stockholders' deficit.

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

                        http://is.gd/YPEllp

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported a net loss of $18.66 million on $7.31 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $13.38 million on $3.62 million of net sales during the
prior year.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.  The audit report for
the Company's financial statements for the end of 2010 did not
contain a going concern qualification from the auditor.

The Company's 2010 Annual Report did not contain a negative going
concern statement.


BROTHER SONNY: Files Schedules of Assets & Liabilities
------------------------------------------------------
Brother Sonny, LLC, filed with the U.S. Bankruptcy Court for the
District of Nevada, its schedules of assets and liabilities,
disclosing:

  Name of Schedule               Assets               Liabilities
  ----------------              -------               -----------
A. Real Property               $6,332,358
B. Personal Property              $50,129
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $8,349,222
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $305,997
                              -----------             -----------
      TOTAL                    $6,382,515              $8,655,220

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.


CAPITOL BANCORP: Files Form 10-Q, Incurs $17.5-Mil. Loss in Q2
--------------------------------------------------------------
Capitol Bancorp Limited filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $17.50 million on $28.91 million of total interest
income for the three months ended June 30, 2011, compared with a
net loss of $43.92 million on $35.26 million of total interest
income for the same period a year ago.

The Company also reported a net loss of $20.28 million on
$59.67 million of total interest income for the six months ended
June 30, 2011, compared with a net loss of $105.86 million on
$72.44 million of total interest income for the same period during
the prior year.

The Company's balance sheet at June 30, 2011, showed $2.94 billion
in total assets, $3 billion in total liabilities, and a
$58.95 million total deficit.

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

                        http://is.gd/L8brli

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

The Company reported a net loss of $254.36 million on
$163.69 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $264.54 million on
$197.78 million of total interest income during the prior year.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CAPMARK FIN'L: Ends Talks to Sell Majority Stake in Bank
--------------------------------------------------------
Carla Main at Bloomberg News reports Capmark Financial Group Inc.,
the bankrupt commercial lender, said it ended "extensive
negotiations" to sell a controlling stake in its bank subsidiary
to an unidentified third party.  Discussions over the Capmark Bank
unit ended because of "general market conditions," the Horsham,
Pennsylvania-based company said in a statement Aug. 12 on its Web
site.  A confirmation hearing for Capmark's reorganization plan is
scheduled for Aug. 19, according to the statement.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.

In April 2011, Greenline Ventures LLC completed the acquisition of
the New Markets Tax Credit division of Capmark Financial Group
Inc.  Since inception of the NMTC program, Capmark's NMTC division
has closed over $1.1 billion of NMTC investment funds and financed
over $2.5 billion of projects and businesses in low income
communities nationwide.


CARGO TRANSPORTATION: Comerica Wants Add'l Adequate Protection
--------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida will convene a hearing on Sept. 14,
2011, at 1:30 p.m., to consider the request of Comerica Bank,
Cargo Transportation Services Inc.'s prepetition secured lender,
for additional adequate protection.

As adequate protection for use of cash collateral, the Debtor
granted Comerica a replacement lien on postpetition assets of the
Debtor.  The Debtor's continued use of cash collateral was subject
to maintaining an equity cushion consisting of 85% of Debtor's
accounts receivable, including Work In Progress.

Comerica told the Court that it disagrees with how the Debtor
calculates the cash collateral formula.  If calculated in
accordance with the Court ruling the Debtor has exhausted
Comerica's equity cushion and is out of the formula.

The Debtor alleged that Comerica was an oversecured creditor and
treated its interests as such, Comerica related.  Basing on
Comerica calculations, the Debtor collected prepetition accounts
receivable of over $9,000,000 as compared to prepetition
indebtedness of $6,532,919 plus interests and attorney fees.
Comerica had an equity cushion of over $2,467,080 at the start of
the case.

Comerica asked that:

   a) the Debtor's use of the cash collateral be conditioned upon
   it being within the cash collateral formula, as calculated
   using only net cash, not total cash, and only delivered work in
   progress receivables used in the calculation of the cash
   collateral formula;

   b) that the Debtor be prohibited from using Comerica's cash
   collateral in the event, or to the extent that it is outside of
   the cash collateral formula;

   c) that the Debtor be required to establish a reserve out of
   cash collateral doe all amounts for which the estate is at risk
   in the event that Old Dominion asserts any of its claims rights
   against the customers of the Debtor;

   d. that payment must be made by the Debtor to Comerica of
   accrued interest on the prepetition note on the first business
   day of each month, or, in the alternative, inclusion of
   interest on the prepetition note in the calculation of the cash
   collateral formula; and

   e. payment by the Debtor to Comerica of accrued fees and
   expenses of Comerica on the first business day of each month,
   or in the alternative, inclusion of fees and expenses in the
   calculation of the cash collateral formula.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CARGO TRANSPORTATION: GE Capital Wants to Take Over Collateral
--------------------------------------------------------------
Creditor General Electric Capital Corporation asks the U.S.
Bankruptcy Court for the Middle District of Florida to:

   -- modify the automatic stay in Cargo Transportation Services,
   Inc.'s assets;

   -- permit GE Capital to proceed with its in rem rights as to
   the collateral; and

   -- direct the Debtor to turn over the collateral to GE Capital
   or its designated agent.

GE Capital related that the Court denied GE Capital's motion for
relief from the automatic stay on the vehicle collateral and
directed the Debtor to pay GE Capital $7,663 as adequate
protection beginning April 1.

GE Capital noted that the Debtor failed to make adequate
protection payments that were due May 1st, June 1st and July 1st.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.  DLA Piper is general
counsel for the Committtee.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CAVIATA ATTACHED: Sec. 341 Creditors' Meeting on Aug. 29
--------------------------------------------------------
The U.S. Trustee in Reno, Nevada, will convene a meeting of
creditors pursuant to Sec. 341 of the Bankruptcy Code in the
bankruptcy case of Caviata Attached Homes, LLC, on Aug. 29, 2011,
at 4:00 p.m. at Young Bldg, Rm 3024.  The last day to file proofs
of claim is Nov. 28, 2011.

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

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

                   About Caviata Attached Homes

Reno, Nevada-based Caviata Attached Homes LLC filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-52458) on Aug. 1, 2011.
Judge Bruce T. Beesley presides over the case.  The Law Offices of
Alan R. Smith, Esq., serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts. The petition was signed by William D.
Pennington, II, member of Caviata 184, LLC.

There was a prior bankruptcy filing by Caviata Attached Homes
(Bankr. D. Nev. Case No. 09-52786) on Aug. 18, 2009, also listing
$10 million to $50 million in both assets and debts.  Alan R.
Smith, Esq., also represented the 2009 Debtor.


CENGAGE LEARNING: S&P Gives 'Negative' Outlook on Weak Results
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Conn.-based Cengage Learning Holdings II L.P. to
negative from stable. "At the same time, we affirmed all existing
ratings on the company, including the 'B' corporate credit
rating," S&P said.

Total debt outstanding at June 30, 2011 was $5.7 billion.

"The negative outlook reflects the company's weaker-than-expected
performance in the key fiscal fourth quarter ended June 30, 2011,"
said Standard & Poor's credit analyst Hal F. Diamond, "which
follows depressed performance in the seasonally less important
fiscal third quarter ended March 31, 2011." "We expect that debt
leverage will remain high as EBITDA and discretionary cash flow,
in our view, will likely decline in fiscal 2012. We view Cengage's
business risk profile as satisfactory, owing to its strong
business position in its core U.S. higher education and
professional training publishing businesses.

"We view the company's financial risk profile as highly
leveraged," added Mr. Diamond, "reflecting high debt to EBITDA,
thin interest coverage, and low discretionary cash flow relative
to total debt."


CENTAUR LLC: Wins Permission for Litigation Trust and Adviser
-------------------------------------------------------------
Carla Main at Bloomberg News reports that Centaur LLC secured an
order Aug. 9 allowing it to establish the litigation trust
described in its confirmed plan of reorganization, according to
the order signed by U.S. Bankruptcy Judge Kevin Carey.  Centaur
may also retain FTI Consulting, Inc. as financial adviser and pre-
effective date litigation trustee. Pre-effective date suits relate
to claims that cannot be avoided in the bankruptcy.

                         About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del.
Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox Rothschild
LLP, assists the Company in its restructuring effort.  The Company
disclosed assets of $584 million and debt of $681 million as of
the Petition Date.

Affiliates Centaur PA Land LP and Valley View Downs LP filed for
bankruptcy reorganization in October 2009 to keep alive a project
to develop a racetrack in Pennsylvania.  The filings were made
following the failure to make payments due in October on a
$382.5 million first-lien debt and a $192 million second-lien
credit.

All the companies are subsidiaries of closely held Centaur Inc.,
which isn't in bankruptcy.

Centaur LLC was authorized in August 2010 to sell the Fortune
Valley Hotel & Casino 40 miles west of Denver to Luna Gaming
Central City LLC for $7.5 million cash, plus a $2.5 million note.

The Debtor obtained approval of its reorganization plan at a
Feb. 18, 2011 confirmation hearing.


CENTRAL FALLS: Pays More Than $1.2 Million in Professional Fees
---------------------------------------------------------------
A parade of lawyers has charged Central Falls, Rhode Island, more
than $1.2 million since its leaders declared insolvency - and
state taxpayers have foot most of the bill, according to records
obtained by WPRI.com.

As of Aug. 8, the state had paid $1.07 million in legal fees to
five lawyers and law firms for their work in Central Falls, while
the city government had paid $158,215 to two more, WPRI.com
discloses citing the governor's office.

According to WPRI.com, the biggest payments so far have gone to
the Providence law firm Orson and Brusini.  Theodore Orson, a
partner in Orson, is the city's lead bankruptcy attorney.  His
firm has charged the state $365,951 as of last week.

WPRI.com relates that close behind is Edwards Angell Palmer &
Dodge, a large firm with an office in Providence.  Karen Grande,
an expert on municipal law at the firm, is assisting Orson with
Central Falls' case.  Edwards Angell has charged the state
$350,060, WPRI.com discloses.

According to WPRI.com, Patrick Rogers, Gov. Lincoln Chafee's chief
of staff, was a partner at Edwards Angell before joining the
administration in January.  Gov. Chafee's father, the late Sen.
John Chafee, was also a lawyer for the firm, which hosted
fundraisers for the future governor during his campaign.

Central Falls has had three receivers since May 2010, WPRI.com
notes.  The first, Jonathan Savage of the Pawtucket firm
Schechtman Halperin Savage, served for about two months before the
state stepped in and took control of the city.  The city paid
Mr. Savage $150,000 for his services, WPRI.com says.

The next receiver, retired judge Mark Pfeiffer, served from
July 2010 to February 2011.  The state paid Mr. Pfeiffer $197,289
for his seven-month tenure, according to WPRI.com.

WPRI.com relates that the current receiver, retired Rhode Island
Supreme Court Justice Robert Flanders, took over from Mr. Pfeiffer
in February.  The state, says WPRI.com, has paid Mr. Flanders
$150,207 so far.  Mr. Flanders, a partner at Hinckley Allen
Snyder, is charging $200 an hour for his work in Central Falls, a
big discount from his usual rate of $675 an hour, WPRI.com notes.

The governor's office said the amounts include all legal fees for
which the city has received invoices as of Aug. 8, 2011, WPRI.com
notes.

                       About Central Falls

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

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, 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.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.


CENTURION PROPERTIES: Elsaesser to Mediate GECC Dispute
-------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington appointed Ford Elsaesser as
mediator regarding the dispute involving Centurion Properties III
LLC and creditor General Electric Capital Corporation.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee has been unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CHINA DU KANG: Delays Filing of Quarterly Report on Form 10-Q
-------------------------------------------------------------
China Du Kang Co., Ltd., informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended June 30, 2011.  The Company said
that its auditor has advised that the review of the Company's
financial statements for the quarter ended June 30, 2011, could
not be completed by the end of the period.

                       About China Du Kang

China Du Kang Co., Ltd., was incorporated as U.S. Power Systems,
Inc., in the State of Nevada on Jan. 16, 1987.  The Company is
principally engaged in the business of production and distribution
of distilled spirit with the brand name of "Baishui Dukang".  The
Company also licenses the brand name to other liquor manufactures
and liquor stores.

The Company's balance sheet at March 31, 2011, showed
$14.1 million in total assets, $21.3 million in total liabilities,
and a stockholders' deficit of $7.2 million.

As reported by the TCR on June 6, 2011, Keith K. Zhen, CPA, in
Brooklyn, New York, expressed substantial doubt about 's ability
to continue as a going concern, following the Company's 2010
results.  Mr. Zhen noted that the Company has incurred an
operating loss for each of the years in the two-year period ended
Dec. 31, 2010, and as of Dec. 31, 2010, has a working capital
deficiency and a shareholders' deficiency.


CIRCLE ENTERTAINMENT: Borrows $1 Million from Directors, et al.
---------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $1,000,000, bearing interest at the
rate of 6% per annum.  The Company intends to use the proceeds
from the Loans to fund working capital requirements and for
general corporate purposes.  Because certain of the directors,
executive officers and greater than 10% stockholders of the
Company made the Loans, a majority of the Company's independent
directors approved the transaction.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.

The Company's balance sheet at June 30, 2011, showed $2.75 million
in total assets, $6.18 million in total liabilities, and a
$3.43 million total stockholders' deficit.


CLAUDIO OSORIO: InnoVida Trustee Not Consenting to Plan
-------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal, citing a
notice filed by the InnoVida trustee Mark Meland, reports that
Claudio Osorio failed to meet a deadline to satisfy objections to
the reorganization of his former company, InnoVida Holdings.

According to the report, Mr. Osorio was supposed to provide access
and details about InnoVida's offshore bank accounts by Aug. 1,
2011, and a confirmable reorganization plan by Aug. 15, 2011.
But, on Monday, the trustee overseeing InnoVida's bankruptcy filed
a "notice of nonconsent" to the plan.

Mr. Osorio and his attorney, Geoffrey Aaronson, have filed a
bankruptcy plan that some have called vague.  Mr. Meland and the
U.S. Bankruptcy Trustee's Office have filed motions objecting to
attempts by Mr. Osorio to reorganize the company using loans from
undisclosed parties.

U.S. Bankruptcy Judge Robert Mark had given Osorio the August
deadlines, and ordered that no plan could move forward without
Mr. Meland's support, says the Business Journal.

The report notes Mr. Osorio is also in a personal Chapter 11 case,
but he may lose control of his assets if the cases are converted
to Chapter 7 liquidation.

                 About InnoVida and Osorio

Receiver Mark S. Meland, at Meland Russin & Budwick, PA, filed a
Chapter 11 petition for InnoVida Holdings, LLC, fdba COEG, LLC
(Bankr. S.D. Fla. Case No. 11-17702) on March 24, 2011.  Separate
Chapter 11 petitions were also filed for these affiliates:
InnoVida MRD, LLC (Case No. 11-17704), InnoVida Services, Inc.
(Case No. 11-17705), and InnoVida Southeast, LLC (Case No. 11-
17706).  Peter D. Russin, Esq., at Meland Russin & Budwick, P.A.,
serves as bankruptcy counsel.  InnoVida Holdings has under $50,000
in assets and $10 million to $50 million in debts, according to
the petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.  Mr. Osorios is being accused of fraud and
mismanagement.

Bankruptcy Judge Robert A. Mark in Miami authorized the
appointment of Mark S. Meland as trustee for InnoVida.
Mr. Meland, who had been serving as a receiver for the business in
the wake of the allegations against Mr. Osorio, was the one who
ushered InnoVida into bankruptcy.

According to
DBR, the ruling paved the way for the federal bankruptcy watchdog
assigned to the case to place Mark S. Meland in the role.
Mr. Meland, who had been serving as a receiver for the business in
the wake of the allegations against Mr. Osorio, was the one who
ushered InnoVida into bankruptcy on March 24.


COMPOSITE TECHNOLOGY: Court Approves LKP Global as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Composite Technology Corporation to employ LKP Global
Law, LLP, as its special corporate and securities counsel.

According to the Troubled Company Reporter on July 29, 2011, LKP
has represented CTC since November 2010.  As special corporate and
securities counsel, CTC will render services to CTC relating to:

   (a) certain securities law matters, including preparing and
       reviewing annual, quarterly and current filings, proxy
       statements, registration statements, and other securities
       law-related filings; and

   (b) certain corporate law matters, if necessary, including
       providing legal services related to equity and debt
       finance transactions, like drafting and preparing letters
       of intent, securities purchase agreements as well as
       ancillary documents like notes, warrants, security
       agreements, registration rights agreements, officer
       certificates, and legal opinions, and conducting due
       diligence in connection with disclosure schedule
       preparation.

The firm will charge the Debtor based on the hourly rates of its
attorneys and paralegals:

     Position                   Hourly Rate
     --------                   -----------
     Senior Partner               $495
     Partner                       450
     Senior Associate              375
     Junior Associate              275
     Paralegal                     150

Ryan S. Hong, Esq., and Victor T. Fu, Esq., each with an hourly
rate of $450, are the two attorneys who have provided, and who are
expected to continue providing, services to CTC.

On April 8, 2011, two days prior to the Petition Date, CTC
provided a $5,000 retainer to the Firm.  As of the Petition Date,
the Firm asserted a balance of $3,510 for services rendered to
CTC, but had not drawn on the retainer.  After the Petition Date,
the Firm drew $4,590 on the retainer for services rendered by the
Firm to CTC through May 2011 -- consisting of $3,510 prepetition
and $1,080 postpetition).  Since that period, the Firm has
returned the amount back to, and has replenished, the retainer.

Mr. Hong, a partner at LKP Global Law, assured the Court that
his Firm does not have an interest adverse to the Debtors or their
estates in any matters which the Firm may handle.

                 About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The Debtors also
tapped Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel; Knobbe, Martens, Olson & Bear, LLP as
special patent litigation counsel; McIntosh Group as special
intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


COMPOSITE TECHNOLOGY: Court Approves Knobbe as Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District Of California
authorized Composite Technology Corporation, et al., to employ
Knobbe, Martens, Olson & Bear, LLP, as special patent litigation
counsel.

The firm will represent debtor CTC Cable Corporation in the
litigation designated as the "Federal action trial" scheduled to
commence in November 2011.

Stephen C. Jensen, Esq., a partner at the firm, told the Court
that prior to the Petition Date, Cable provided the firm an end-
of-matter retainer amounting to $1,500,000.  As of the date of
this application, the firm has not withdrawn any amount of the
retainer from its client trust account.  The firm provided legal
services to Cable, and asserts a $268,647 prepetition claim.

The hourly rates of the firm's personnel are:

     Mr. Jensen                       $700
     Craig Summers                    $700
     John W. Holcomb                  $550
     Irfan A. Lateef                  $520
     Christy G. Lea                   $475
     Brian C. Claassen                $370
     Christina J. McCullough          $345
     Shirley Del Rosario, paralegal   $325
     Maria Zavala, paralegal          $220
     Jerome Fannuci, expert           $275

Mr. Jensen assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com-- develops,
produces, and markets energy efficient and renewable energy
products for the electrical utility industry.  During the fiscal
year ended Sept. 30, 2010, the Company operated with one operating
segment, the cable segment operated as CTC Cable Corporation.  The
CTC Cable segment sells ACCC conductor, a composite core, high
capacity, energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


COMPOSITE TECHNOLOGY: Court Approves Mentor as Valuation Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Composite Technology Corporation and its debtor-
affiliates to employ Mentor Group Inc. as their valuation advisor.

The firm will render and provide valuation opinions/reports for
the Debtors' business as a going concern and the Debtors' patents,
in connection with the Debtors' motion for use of cash collateral.

The firm will be paid:

  * A fee, based on the firm's standard per diems, expenses and
    office charges, estimated to be in the amount of $25,000; and

  * An additional nominal amount for expenses related to travel,
    living, data processing, report preparation, postage/overnight
    mail, and telecommunications.

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

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The Debtors also won
approval to tap Marsch Fischmann & Breyfogle LLP as special
intellectual property approval counsel; Knobbe, Martens, Olson &
Bear, LLP as special patent litigation counsel; McIntosh Group as
special intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


COMPOSITE TECHNOLOGY: Can Tap Winthrop Couchot as General Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the application of Composite Technology Corporation and
its co-Debtors to employ Winthrop Couchot Professional Corporation
as their general insolvency counsel, effective as of April 10,
2011.

Partners for Growth II, L.P. and the Official Committee of
Unsecured Creditors have agreed to the terms of the stipulated
order.

Subject to certain provisions, the Firm is authorized to draw down
on its retainer balance of $250,000 and be paid on a monthly basis
in accordance with the terms set forth in the Application and the
procedures set forth in the Guidelines of the Office of the U.S.
Trustee.

PFG retains all rights to assert a security interest in the
Retainer.  The Firm retains all rights to seek surcharge against
PFG's collateral pursuant to Section 506(c) of the Bankruptcy
Code.

The Firm will render services, including:

     * Advise and assist the Debtors with respect to compliance
       with the requirements of the U.S. Trustee;

     * Advise and assist the Debtors with respect to the
       preparation and filing of their Schedules of Assets and
       Liabilities and Statement of Financial Affairs;

     * Advise the Debtors concerning the requirements of the
       Bankruptcy Code and applicable federal and local
       bankruptcy rules;

     * File any motions, applications or other pleadings
       appropriate to effectuate the reorganization of the
       Debtors;

     * Assist the Debtors in the negotiation, formulation,
       confirmation, and implementation of a Chapter 11 plan of
       reorganization; and

     * Take other action and perform other services as the
       Debtors may require of the Firm in connection with these
       Chapter 11 cases.

                  About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  The McIntosh Group and Marsch Fischman & Breyfogle
LLP serve as special intellectual property counsel.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com-- develops,
produces, and markets energy efficient and renewable energy
products for the electrical utility industry.  During the fiscal
year ended Sept. 30, 2010, the Company operated with one operating
segment, the cable segment operated as CTC Cable Corporation.  The
CTC Cable segment sells ACCC conductor, a composite core, high
capacity, energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  The McIntosh Group and Marsch Fischman & Breyfogle
LLP serve as special intellectual property counsel.

Robbin L. Itkin, Esq., and Katherine C. Piper, Esq., at Steptoe &
Johnson LLP, serve as counsel to the Official Committee of
Unsecured Creditors.


CONTESSA PREMIUM: Court OKs Ernst & Young as Advisors
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved Contessa Premium Foods, Inc.'s application to employ
Ernst & Young LLP as its accounting advisors.

As reported in the Troubled Company Reporter on July 21, 2011,
upon retention, the firm, will among other things:

   (a) obtain detailed consolidating trial balances and reconcile
       to the audited financial statements.  Discuss with Debtor's
       management the nature of: (i) each significant account and
       (ii) any unusual fluctuations;

   (b) reconcile the Debtor's internal and audited financial
       statements to reported EBITDA and management EBITDA (if
       available); and

   (c) analyze projected EBITDA based on the Debtor's fiscal year-
       end 2011 forecast and bridge to historical period EBITDA.

Subject to the provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules, the Compensation Guide, and
this Court's rules, the Debtor proposes to compensate E&Y LLP as:

   (a) An accounting advisory fee for the Services in the amount
       of $85,000 for the initial three-week period, and fees
       for any subsequent periods will be separately negotiated
       and agreed to between E&Y LLP and the Debtor.  E&Y LLP's
       fee is based on the expectation that information required
       to complete the project is of a reasonable quality and
       readily accessible.  To the extent that this ultimately is
       not the case, E&Y LLP will notify the Debtor as soon as
       practicable to discuss an alternate arrangement and/or
       adjustment to the fee set forth herein.

   (b) Reimbursement of direct, out-of-pocket expenses that
       include, but are not limited to, all applicable taxes
       incurred in connection with the delivery of the Services
       (except for taxes imposed on E&Y LLP's income) and
       reasonable and customary out-of-pocket

                      About Contessa Premium

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, in New York, represents
the Debtor as counsel.  Jeffrey N. Pomerantz, Esq., and Jeffrey W.
Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, serve as conflicts counsel for the Debtor.  Scouler &
Company, LLC, serves as financial advisors.  Imperial Capital, LLC
serves as investment banker.  Holthouse Carlin & Van Trigt LLP
serves as auditors and accountants.  The Debtor scheduled
$49,370,438 in total assets and $35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP.  FTI Consulting
Inc. serves as its financial consultants.


CORDIA IP: Cordia Comms. Unit Files Chapter 11 in New York
----------------------------------------------------------
Carla Main at Bloomberg News reports that Cordia IP Corp., a
company that sells adaptable domestic and international calling
plans, filed Aug. 12 for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 11-br-23631) in bankruptcy court in White Plains, New
York.  The Debtor, based in Rye, New York, declared assets of
$6,869,367 and liabilities of $14,912,887.  The largest unsecured
claim case is $13.5 million, held by Cordia Communications Co., an
affiliate company located in Winter Garden, Florida, according to
court papers.  Gerald Hecht, Esq., at Gerald Hecht & Associates,
in Danbury, Connecticut, serves as counsel.

             Affiliates Previously Filed for Chapter 11

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC holds licenses to
operate in 28 states throughout the contiguous United States, and
CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  Cordia
Communications estimated its assets and debts at $10 million to
$50 million.  Scott L. Baena, Esq., at Bilzin Sumberg Baena Price
& Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.  Bingham McCutchen LLP acts as special telecommunications
counsel.

Cordia Communications Inc. was authorized in July 2011 to sell the
business to Birch Communications Inc.  For Birch to take over a
contract with Verizon Communications Inc., Verizon must be paid
$4.4 million, according to the order approving the sale.


CROWNROCK LP: S&P Assigns 'CCC+' on Weak Liquidity
--------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC+'
corporate credit rating to Midland, Texas-based CrownRock LP. The
outlook is developing.

"At the same time, we assigned a preliminary 'CCC' issue rating to
CrownRock's proposed $150 million senior unsecured notes due 2016.
We also assigned a '5' recovery rating to the notes, indicating
our expectation of a modest (10% to 30%) recovery in the event of
a payment default. The company will use proceeds from the
transaction to repay existing indebtedness and for general
corporate purposes," S&P related.

"The ratings on CrownRock reflect its weak liquidity relative to
projected spending, very aggressive capital spending required to
hold onto its acreage, a small reserve and production base, a high
percentage of risky undeveloped reserves, and reliance on one
basin -- the Wolfberry region of the Permian Basin -- for its
production growth and cash flows," said Standard & Poor's
credit analyst Marc Bromberg. The ratings also reflect an oil-
weighted reserve profile and competitive cost structure," S&P
said.

The financial risk profile is highly leveraged, driven by
CrownRock's aggressive spending requirements relative to its cash
on hand and revolver availability. "We estimate that the company
will need to spend between $200 million and $250 million over each
of the next three years just to hold on to its mostly Permian-
based acreage. At our price deck,(which for West Texas
Intermediate (WTI) oil is $80 in 2011 and 2012 and $70 in 2013 and
thereafter and for natural gas is $3.75 in 2011, $4 in 2012, and
$4.50 in 2013 and thereafter), we think CrownRock will generate
very weak funds from operations (FFO) of approximately $20 million
in 2011 and $60 million in 2012. When coupled with pro-forma
liquidity of approximately $150 million for the proposed notes, we
think liquidity could be strained in the near term given expected
spending requirements. While CrownRock could reduce its drilling
program, it risks losing acreage and therefore future production
(approximately 90% of its core Wolfberry acreage is not currently
held by production)," S&P related.

"Pro forma for the proposed $150 million transaction and pay down
of approximately $60 million on its revolver, CrownRock will have
approximately $180 million of total debt, including our analytical
adjustments for operating leases and asset retirement obligations.
Pro forma total adjusted debt to quarter annualized EBITDA as of
June 30, 2011, excluding a one-time gain on the sale of Wolfberry
acreage, leverage was approximately 5.75x, which is very
aggressive. Based on our price deck, and assuming the company can
meet its production targets and capital spending needs, total
adjusted debt to full-year EBITDA could decline to between 4x and
4.5x by the end of 2011 and to between 3.5x and 4x by the end of
2012," S&P stated.

Standard & Poor's characterizes CrownRock's business risk profile
as vulnerable. As of July 1, 2011, total proved reserves were very
small relative to its rated peers at approximately 40 million
barrels of oil equivalent (MBoe) and daily production at slightly
more than 3,600 barrels of oil equivalent (Boe), which is at the
low end of speculative-grade exploration and production issuers in
the low 'B' and 'CCC' categories. Of this reserve profile, nearly
75% is in the more risky proved undeveloped category, heightening
the potential for write-offs if the company is unable to fund its
drilling program. However, CrownRock's reserves are approximately
67% weighted to oil, which is benefiting from healthy
realizations.

"The developing outlook reflects the potential that we could raise
or lower ratings depending on whether CrownRock is able to fund
its capital spending program beyond the first half of 2012. We
will look to reserve and production growth to assess the prospects
for FFO and liquidity, given that internally generated cash flows
and the borrowing base are closely tied to these measures. We
think that CrownRock will need to generate at least $150 million
in FFO in total in 2011 and 2012 to meet its capital spending
plans through the end of 2012. We could lower the ratings if the
company experiences production issues in the Wolfberry or if we
deem liquidity to be unable to support future capital spending
requirements," S&P added.


CRYSTAL CATHEDRAL: Creditors Committee Wants Plan Outline Denied
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Crystal Cathedral Ministries asks the U.S. Bankruptcy
Court for the Central District of California to deny approval of
the Debtor's disclosure statement.

According to the Committee, the Disclosure Statement:

   1. fails to adequately describe the diversion of sale proceeds
   to funs the Debtor's continuing operating losses;

   2. fails to adequately describe the significant risk of
   nonpayment to general unsecured creditors by withholding a
   substantial portion of the net proceeds of the sale of the
   Debtor's real estate to provide as working capital to the
   Debtor to finance its ongoing operations;

   3. fails to provide a breakdown of the anticipated sale
   expenses, clearly identify the anticipated net sale proceeds,
   and clearly state how net sale proceeds are to be used;

   4. fails to describe the dispute concerning the amount of the
   claims of F&M Bank, or discuss how the resolution of that issue
   will impacts the Plan;

   5. fails to adequately describe the assumptions upon which its
   financial projections are based, and compare projections to
   recent actual operating history;

   6. fails to adequately describe the sale;

   7. the liquidation analysis included in the disclosure
   statement is inaccurate and misleading;

   8. fails to adequately describe the compensation of insiders;

   9. inaccurately describe Classes 1.2 and 1.3 as unimpaired;

  10. fails to adequately describe the personal property assets;
   and

  11. must vest authority to undertake avoidance actions in the
   post-confirmation committee.

As reported in the Troubled Company Reporter on June 2, 2011, the
Debtor's proposed reorganization plan will be funded by selling
the church property for $46 million to Greenlaw Partners LLC under
an arrangement where the church will lease the property back with
the right to repurchase.

The letter of intent with Greenlaw provides that Greenlaw will
have the right to conduct a financial investigation before
becoming legally bound to complete the purchase.  Following the
sale to Greenlaw, the Cathedral will lease the main property back
for $212,000 a month.  It will have a right for four years to
repurchase the main buildings for $30 million.  Afterwards, the
church will have a right of first refusal.

The Debtor will conduct an auction testing if there is a better
offer than Greenlaw's.

Aside from the $46 million from Greenlaw, a condominium will be
sold for about $1 million.  Together with $3 million cash on hand,
the church will have about $50 million for distribution to
creditors.  Secured creditors are to be paid from sale proceeds
and can't foreclose while the sale process is under way.
Unsecured creditors are to be paid in full over an estimated two
years at the rate of $100,000 a month.

According to the Plan, the affairs of the reorganized church will
be managed by a board of seven, one being founder Robert H.
Schuller.  Creditors will have two representatives on the board.
Insiders can have no more than three board positions.

Part of the existing church property is to be developed for
multifamily housing.

The TCR reported on Aug. 11, the filed a proposed bankruptcy exit
plan for the church and an explanatory disclosure statement.  The
cathedral board can choose the buyer in one option and in another,
the creditors will choose a buyer for the church.

The Plan contemplates the sale of the Debtor's real and personal
property assets.  Multiple parties have submitted written offers
to purchase the Crystal Cathedral Campus.  The Committee will
select the proposed buyer, advising the Court 15 days before the
confirmation hearing.  The Committee said it does not intent to
effectuate a sale of the campus by way of 11 U.S.C. Sec. 363 sale
subject to overbidding.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CRYSTAL_DS_COMMITTEE.pdf

                   About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24 percent
in 2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


CUI GLOBAL: Board Revises Code of Ethics of Audit Committee
-----------------------------------------------------------
The CUI Global, Inc., Board of Directors revised the Code of
Ethics and Business Conduct and Charter of the Audit Committee
effective Aug. 5, 2011.  Copies of the revised documents are
available for free at:

                        http://is.gd/S84CAV
                        http://is.gd/Pj8Abq

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$34.06 million in total assets, $21.93 million in total
liabilities, $171,778 in noncontrolling interest and $12.30
million in total stockholders' equity.


CUMULUS MEDIA: Form S-4 Registration Statement Declared Effective
-----------------------------------------------------------------
Cumulus Media Inc.'s registration statement on Form S-4 relating
to the Company's pending acquisition of Citadel Broadcasting
Corporation was declared effective by the Securities and Exchange
Commission on Aug. 5, 2011.  The Registration Statement included
certain historical financial information relating to Citadel,
which information was required by the rules and regulations of the
SEC to be included therein.

As previously announced, on March 9, 2011, the Company entered
into a definitive merger agreement to acquire Citadel, pursuant to
which the Company would acquire all of the outstanding common
stock and warrants of Citadel at a price equal to $37.00 per
share, payable in a combination of cash and shares of the
Company's common stock.

Citadel owns and operates 225 radio stations in over 50 markets
and also operates the Citadel Media business, which is among the
largest radio networks in the U.S.

Consummation of the Citadel acquisition is subject to various
customary closing conditions.  These include, but are not limited
to, (i) regulatory approval by the Federal Communications
Commission, (ii) requisite approval of Citadel's stockholders,
(iii) the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and (iv) the absence of any material adverse effect on
Citadel.  The Company currently expects to obtain the regulatory
and stockholder approvals and to close the Citadel acquisition in
September.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at March 31, 2011, showed
$318.87 million in total assets, $643.27 million in total
liabilities, and a $324.40 million total stockholders' deficit.

                           *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUMULUS MEDIA: Reports $1.3 Million Net Income in Second Quarter
----------------------------------------------------------------
Cumulus Media Inc. reported net income of $1.34 million on
$69.17 million of net revenues for the three months ended June 30,
2011, compared with net income of $12.30 million on $69.74 million
of net revenues for the same period a year ago.

The Company also reported net income of $17.46 million on
$127.03 million of net revenues for the six months ended June 30,
2011, compared with net income of $12.16 million on $126.09
million of net revenues for the same period during the prior year.

Lew Dickey, Chairman & CEO stated, "Q2 presented a challenging
environment for our markets.  Our cash revenues declined 0.4%, but
our team did an excellent job of defending cash flow.  Our
Adjusted EBITDA has grown by 7.1% year-to-date, excluding one-time
transaction costs.  As we move into Q3, we are pleased to have
announced our August 1st closing of CMP and expect to close on our
acquisition of Citadel Broadcasting in September.  Our team is
looking forward to executing our integration and operating plans
for this exciting new platform of 570 stations and a radio network
serving more than 4,000 station affiliates."

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

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at March 31, 2011, showed
$318.87 million in total assets, $643.27 million in total
liabilities, and a $324.40 million total stockholders' deficit.

                           *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUMULUS MEDIA: To Issue Up to 28.8 Million of Securities
--------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale from time to time of up to 28,801,844 shares of Class A
common stock, par value $0.01 per share, Class B common stock, par
value $0.01 per share, and warrants to purchase shares of such
common stock.  These shares consist of shares of Class A common
stock and Class B common stock that the selling securityholders
have agreed to purchase in a private placement and include shares
of Class A common stock or Class B common stock issuable pursuant
to warrants that may be issued to the selling securityholders in
the private placement.

The shares of the Company's common stock and warrants covered by
this prospectus are being registered to permit the selling
securityholders to sell the shares from time to time in the public
market.  The selling securityholders may sell the shares directly
to other investors or to or through underwriters, dealers or
agents in ordinary brokerage transactions, privately negotiated
transactions.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares
of its common stock by the selling securityholders.  The Company
will, however, receive the net proceeds of any warrants exercised
for cash.  The Company will pay all costs, fees and expenses
incurred in connection with the registration of the shares covered
by this prospectus.  The selling securityholders will pay all
costs, fees and expenses incurred in connection with sales of the
shares covered by this prospectus, including, among other things,
sales commissions, brokerage fees and related expenses.

The Company's Class A common stock is traded on the NASDAQ Global
Select Market under the symbol "CMLS."  On [    ] , 2011, the
closing price was $[    ]per share.

A full-text copy of the Form S-3 prospectus is available for free
at http://is.gd/a3PrX2

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at March 31, 2011, showed
$318.87 million in total assets, $643.27 million in total
liabilities, and a $324.40 million total stockholders' deficit.

                           *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


DELTA AIR: S&P Assigns Preliminary 'BB' Rating to Class B Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB
(sf)' rating to Delta Air Lines Inc.'s series 2011-1 class B pass-
through certificates with an expected maturity of Oct. 15, 2014.
The final legal maturity will be 18 months after the expected
maturity. The issue is a drawdown under a Rule 415 shelf
registration. "We will decide on final ratings upon the conclusion
of a legal review of the issue's documentation," S&P related.

"The certificates are secured by the same collateral as, and are
subordinate to, Delta's 2011-1 class A pass-through certificates,
which we rated 'A- (sf)' on April 4, 2011. The preliminary 'BB
(sf)' rating is based on Delta's credit quality, adequate
collateral coverage, and on legal and structural protections
available to the pass-through certificates. The company will use
proceeds of the offering, along with those from the class A
certificates, to refinance aircraft it already owns: 10 Boeing
B737-800s, 12 B757-200s, and four B767-300ERs. The planes were
originally delivered to Delta in 1995 through 2001 and currently
collateralize existing pass-through certificates that will
mature in September 2011. Each aircraft's secured notes are
cross-collateralized and cross-defaulted--a provision we believe
increases the likelihood that Delta would affirm the notes (and
thus continue to pay on the certificates) in bankruptcy," S&P
said.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETCs) and benefit from legal protections
afforded under Section 1110 of the U.S. Bankruptcy Code and by a
liquidity facility provided by Natixis S.A. The liquidity facility
is intended to cover up to three semiannual interest payments, a
period during which collateral could be repossessed and remarketed
by certificate holders following any default by the airline, or to
maintain continuity of interest payments as certificate holders
negotiate with Delta in a bankruptcy with regard to the
certificates.

The preliminary rating applies to a unit consisting of
certificates representing the trust property and escrow receipts,
initially representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon, pending delivery of the aircraft that
Delta will refinance with the proceeds from the certificates.
Amounts deposited under the escrow agreements are not the
property of Delta and are not entitled to the benefits of Section
1110 of the U.S. Bankruptcy Code, and any default arising under an
indenture solely by reason of the cross-default in the indenture
may not be of a type required to be cured under Section 1110. Any
cash collateral held as a result of the cross-collateralization of
the equipment notes also would not be entitled to the benefits of
Section 1110. Neither the certificates nor the escrow receipts
may be separately assigned or transferred.

"We believe that Delta views these planes as important and would,
given the cross-collateralization and cross-default provisions,
likely affirm the aircraft notes in a bankruptcy scenario. In
contrast to most EETCs issued before 2009, the cross-default would
take effect immediately in a bankruptcy if Delta rejected any of
the aircraft notes. This should prevent Delta from selectively
affirming some aircraft notes and rejecting others ('cherry-
picking'), which often harms the interests of certificate holders
in a bankruptcy," S&P related.

"We consider the collateral pool overall to be of fairly good
quality, with some aircraft models more attractive than others.
The largest proportion of initial appraised value (about 48% of
the appraised values that our analysis focused on) comprises B737-
800s. The B737-800 is Boeing's most popular aircraft, a midsize
narrowbody plane that more than 100 airlines worldwide operate.
Given the modern technology incorporated into the plane, its wide
user base, and expected strong demand over the next couple of
years, we consider it to be the best aircraft collateral
available. Boeing Co. recently announced that it would counter
competitor Airbus SAS's new engine option (NEO) for its A320
family of narrowbody planes, with a re-engined B737. We believe
that the most significant effect of the introduction of the
various re-engined narrowbody planes will be on values of older
generation narrowbodies introduced in the 1980s: the B737-300, -
400, and -500, and the earliest versions of the A320, rather than
the current-technology narrowbodies. Those earlier models are
already under value pressure because they are less fuel efficient.
In any case, the Delta class B pass-through certificates are
scheduled to mature in 2014 (before either Airbus or Boeing
introduce their new engine options), so we believe the effect on
the B737-800s that partly collateralize the certificates should be
minimal," S&P said.

The second-largest concentration of collateral value (33%)
comprises B757-200s. "The B757-200 is a large narrowbody aircraft
introduced in the 1980s and widely used, especially by U.S.
airlines. Boeing has introduced a successor, the B737-900, but it
does not have the same range as the B757-200 (which, in certain
versions, can fly trans-Atlantic) and has not been widely ordered
by airlines. Still, the technology incorporated into these planes
is of an older generation, and we believe that, in an industry
downturn, values of this collateral could fall more materially
than those of the B737-800s," S&P related.

The remaining 19% of collateral value is B767-300ERs, a small
widebody introduced in the 1980s. This plane has a fairly wide
user base and is well suited to flying international routes that
cannot support larger models. It will eventually be superseded by
the new B787, but values have been buoyed by repeated delays in
the introduction of the B787. "Like the B757-200, we believe
that its values could be more volatile than those of the B737-
800s," S&P said.

"Our analysis of the aircraft collateral, which focuses mainly on
resale liquidity and technological risk, also considers the age of
the aircraft, as well as the characteristics of the models. We
judged that the nine- to 10-year-old B737-800 aircraft would
exhibit somewhat greater potential volatility of values than the
new delivery B737-800s in an airline industry downturn, and
factored that into our conclusions," S&P related.

The initial and maximum loan-to-value (LTV) of the class B
certificates is 70.6%, using the appraised base values and
depreciation assumptions in the prospectus supplement. "However,
we focused on more-conservative current market values for the
aircraft, based on our comparison of various base and current
market value appraisals that we examined with our own internal
sources of information. We used a starting collateral value of
$500 million, which is 11% lower than the prospectus values. We
also use more-conservative depreciation assumptions for all of the
planes than those in the prospectus. We assumed that, absent
cyclical fluctuations, values of the B737-800s would decline by
5% of the preceding year's value per year; the B757-200s by 8%;
and the B767-300ERs 7%. Using these values and assumptions, the
class B initial LTV is higher -- 78.9% -- and rises slightly to
more than 80% at its highest point before declining gradually.
This is an unusually high LTV for an EETC, and the three-notch
uplift of the 'BB' issue rating on the class B certificates is
based on our estimate of the likelihood of Delta affirming the
aircraft notes that collateralize the certificates, rather than on
credit for the likelihood that proceeds from the sale of
repossessed aircraft could repay the class B certificates," S&P
said.

"Our analysis also considered that a full draw of the class A and
class B liquidity facilities (plus interest on those drawdowns)
constitutes a claim senior to the certificates. However, because
of current low interest rates, this amount is somewhat below
levels (as a percent of asset value) of many EETCs sold before
2008. Through the life of the transaction, a full draw, with
interest, is equivalent initially to about 7.6% of asset value,
using our assumptions, rising to slightly over 8%. The additional
senior claim of the new class B liquidity facility does not have
any impact on the existing 'A- (sf)' rating on the class A
certificates," S&P added.

Ratings List

Delta Air Lines Inc.
Corporate credit rating                   B/Stable/--

New Ratings

Delta Air Lines Inc.
  Series 2011-1 class B pass-thru certs   BB (sf) (prelim)


DESTINATION MATERNITY: S&P Raises Corp. Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Philadelphia-based Destination Maternity Corp. to 'B+'
from 'B'. The outlook is stable.

"At the same time, we raised the issue-level rating on the
company's term loan to 'BB' from 'BB-', and kept the '1' recovery
rating unchanged. The '1' recovery rating indicates our
expectation of very high (90%-100%) recovery in the event of
payment default," S&P related.

"The upgrade reflects the improvement of credit protection metrics
which have exceeded our expectations," said Standard & Poor's
credit analyst David Kuntz, "as well as our view that the company
is likely to use available cash flow to further reduce debt."


DRYSHIPS INC: General Meeting of Shareholders Set for Sept. 13
--------------------------------------------------------------
Dryships Inc. will hold a General Meeting of Shareholders on
Sept. 13, 2011, at 1:00 p.m. local time, at the Company's offices
located at 80 Kifissias Avenue, GR 151 25, Marousi, Athens,
Greece.  At the Meeting, shareholders of the Company will consider
and vote upon proposals:

   (1) To elect three Class A Directors to serve until the 2014
       Annual General Meeting of Shareholders;

   (2) To approve the appointment of Ernst & Young (Hellas)
       Certified Auditors Accountants S.A., as the Company's
       independent auditors for the fiscal year ending Dec. 31,
       2011; and

   (3) To transact such other business as may properly come before
       the Meeting or any adjournment thereof.

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed
US$6.99 billion in total assets and US$3.04 billion in total
liabilities.


DUKE AND KING: Unsecureds to Get B/N 19% to 38% Under Amended Plan
------------------------------------------------------------------
Duke and King Acquisition Corp., et al., filed on Aug. 8, 2011,
second amended Chapter 11 Plan of Liquidation and explanatory
disclosure statement.

The Plan is being jointly proposed by the Debtors and the Official
Committee of Unsecured Creditors.

The Second Amended Disclosure Statement indicates that the Plan
outline has been approved by the Court.  The order approving the
disclosure statement, however, has not been filed in the case
docket.

The Plan Proponents are requesting that the Bankruptcy Court
approve the Debtors' election to substantively consolidate the
Estates.  For purposes of implementing the Plan, pursuant to such
order: (a) all assets and liabilities of the Debtors will be
pooled; and (b) with respect to any guarantees by one Debtor of
the obligations of any Debtor, and with respect to any joint or
several liability of any Debtor, the Holder of any Claims for such
obligations will receive a single recovery on account of any such
joint obligations of the Debtors, in each case except to the
extent otherwise provided in the Plan.

The foregoing information was not disclosed in the original Plan.

Under the Amended Plan, the Debtors also anticipate that General
Unsecured Creditors, with estimated allowed claims of between
$6 million and $7.5 million, will now receive an estimated
projected recovery of between 19% and 38%, instead of 18% to 31%,
as originally estimated.

A copy of the Second Amended Disclosure Statement is available at:

      http://bankrupt.com/misc/dukeandking.2ndamendedDS.pdf

Habbo G. Fokkena, United States Trustee for Region 12, had
objected to the adequacy of the information in the proposed
disclosure statement dated June 14, 2011, the associated
June 14, 2011 Plan of Reorganization, and the undated, unsigned
"Liquidating Trust Agreement".

Among other things, the U.S Trustee said:

  -- The Plan and Disclosure Statement fail to clearly address the
     fact that the five debtors are separate legal entities with
     separate creditors and debt structures.

  -- If a consolidation is proposed, the Disclosure Statement
     needs a separate liquidation analyses for each Debtor which
     compare what each creditor will receive both with and without
     a substantive consolidation.

  -- The Disclosure Statement and Plan fail to fully disclose and
     address the conflict of interest held by William Kaye, the
     Liquidating Trustee.  Mr. Kaye, in addition to being

     Liquidating Trustee, also is the representative for Coca-
     Cola, a secured creditor.

  -- The provision in the Plan and Disclosure Statement which
     states that Debtors can obtain a revocation of the order
     confirming the Plan under certain circumstances by bringing a
     motion before the court "clearly violates the requirement of
     Section 1144 and Fed. R. Bankr. P. 7001 and cannot be
     included in the Plan or Disclosure Statement."

  -- The Disclosure Statement, Plan and Liquidating Trust are
     incomplete and confusing in the tax treatment of creditors.

  -- The Plan states that any creditor who receives any payment
     will be deemed to have forever released the Debtors and all
     other "Released Parties".  This provision is improper insofar
     as it has the effect of altering any liability to creditors
     that current officers and insiders of the Debtors may now
     have.  Such provisions are proscribed by 11 U.S.C. Section
     524(e).  As a result, the Plan, Liquidating Trust and
     Disclosure Statement must be changed.

Pursuant to the Plan, each holder of an allowed general unsecured
claim will receive a pro rata share of the net proceeds of the
liquidating trust assets after the payment of all allowed fee
claims, administrative claims, priority tax claims, other priority
claims, and secured claims, and the payment of all costs and
expenses of the liquidating trust.

                        About Duke and King

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010.  Duke and King estimated its assets and debts at $10 million
to $50 million.

Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel.  Mastodon Ventures, Inc. acts as the Debtors' investment
banker.  Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.


DUNE ENERGY: Incurs $13.9 Million Net Loss in Second Quarter
------------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $13.86 million on $15.89 million of revenue for the three
months ended June 30, 2011, compared with a net loss of $30.94
million on $15.95 million of revenue for the same period during
the prior year.

The Company also reported a net loss of $22.20 million on
$33.31 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $38.86 million on $32.92 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$274.23 million in total assets, $369.71 million in total
liabilities, $151.29 million in redeemable convertible preferred
stock, and a $246.78 million total stockholders' deficit.

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

                        http://is.gd/jNCQI9

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on $64.18
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $59.13 million on $52.24 million of revenue during
the prior year.

                         *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's, and 'Ca' corporate
family and probability of default ratings, with negative outlook,
from Moody's Investors Service.

S&P said in April 2010, "[T]he company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility."


DWELLING HOUSE SAVINGS: Harris Gets 9-Year Jail Sentence
--------------------------------------------------------
The Associated Press reports that Jammie Harris will spend nine
years in prison for taking advantage of a computer glitch to steal
$1.1 million from Dwelling House Savings and Loan Association.

The AP relates that Ms. Harris is one of four people charged in
the scheme and the second to plead guilty earlier this year.  She
was sentenced on Aug. 11 after Senior U.S. District Judge Alan
Bloch interrupted her as she asked for leniency saying she wanted
"to live right."

Judge Bloch noted Ms. Harris has 28 prior theft convictions, and
eight more for other crimes, the AP says.

According to the AP, Federal prosecutors said the suspect learned
of an accounting glitch at Dwelling House Savings and Loan that
let them siphon more than $3 million from the bank, which could
not absorb the losses.

As reported in the Troubled Company Reporter on Aug. 17, 2009,
Dwelling House Savings and Loan Association, Pittsburgh,
Pennsylvania, was closed August 14, 2009, by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with PNC Bank,
National Association, Pittsburgh, Pennsylvania, to assume all of
the deposits of Dwelling House Savings and Loan Association.


DYNAMIC BUILDERS: Stipulates with Lenders on Lugo Property Sale
---------------------------------------------------------------
Dynamic Builders, Inc., L. Ramon Bonin and Patty A. Bonin have
entered into a stipulation with creditors Citizens Business Bank,
Comerica Bank, City National Bank, and Bank of America regarding
the proposed sale of a real property located at 2900 Lugo Street,
in Los Angeles, California and the continuance of the foreclosure
sale on the property.

The Debtor, the Bonins, and their principal creditors/lenders have
reached an agreement on the terms for consensual plans of
reorganization.

On December 30, 2010, the U.S. Bankruptcy Court for the Central
District of California approved a stipulation that, among other
things, granted Citizens Business Bank relief from stay to
foreclose on the Lugo Property.  On January 7, 2011, Citizens
Business Bank recorded a notice of default and published a
foreclosure sale initially set for June 7, 2011.

Before June 7, the Debtor located a third-party buyer for the Lugo
Property and engaged in preliminary discussions with Citizens
Business Bank regarding the terms of a proposed sale.  The Buyer
contemplates a simultaneous acquisition of the Lugo Property and a
real property located at 2914 East Washington Blvd, in Los
Angeles, California, which is also owned by Dynamic.  The WFC
Excess Land is encumbered by a first priority deed of trust in
favor of BofA.

Given the two-stage acquisition, Camfield Partners, LLC -- an
entity owned and controlled by Kenneth Jackson, an insider of the
Debtor -- has agreed to purchase both the Lugo Property and the
WFC Excess Land, construct the improvements requested by the
Buyer, and thereafter sell both properties to the Buyer.
Discussions are presently underway between the Debtor and BofA
regarding the WFC Excess Land sale.

The proposed sale transaction between the Debtor and Camfield
Partners is expected to satisfy Citizens Business Bank's lien
encumbering the Lugo Property, but will not generate any excess
funds for the benefit of the Debtor's estate.

The Debtor, the Bonins, and the Lenders stipulate that:

     * The Debtor will be authorized to enter into and consummate
       the proposed transaction with Camfield Partners for the
       acquisition of the Lugo Property, including the
       unconditional release of a $100,000 non-refundable deposit
       to Citizens Business Bank.

     * After the execution of a proposed purchase and sale
       agreement and the tender of $50,000 deposit into escrow,
       Citizens Business Bank had agreed to continue its
       Foreclosure Sale to June 17, 2011.  If, by June 17, the
       parties elect to proceed with the proposed sale
       transaction, it was agreed that an additional $50,000 will
       be deposited into escrow by the Buyer, with the total
       $100,000 deposit deemed non-refundable and unconditionally
       released to Citizens Business Bank on June 17.

     * Citizens Business Bank is authorized to apply the $100,000
       Deposit against the outstanding Lugo loan balance.  It
       also agreed to continue its Foreclosure Sale to July 15.
       In the event the proposed sale transaction with Camfield
       Partners is not consummated by July 15, Citizens Business
       Bank will be entitled to immediately commence its
       Foreclosure Sale on July 16.

                    About Dynamic Builders Inc.

Dynamic Builders Inc. is a Los Angeles-based real estate
developer.  Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/industrial buildings in the Los Angeles area.

Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612.  Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.

L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011.  James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.

Dynamic Builders filed for Chapter 11 bankruptcy protection on
March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151).  The
Company estimated its assets and debts at $100 million to $500
million as of the Chapter 11 filing.  It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.

Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel.  Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer.  Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue.  Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.


EAST COAST: Hires Saieed, Washburn & Morrison as Brokers
--------------------------------------------------------
Judge Randy D. Doub approved the application of East Coast
Development II, LLC to employ (i) Keith Saieed of Blue Sky
Services Real Estate of 2810-2A Yonkers Road, in Raleigh, North
Carolina; (ii) Jonathan W. Washburn of Coldwell Banker Commercial
Sun Coast Partners of 4301 Commonwealth Drive No. 102, Wilmington,
North Carolina; and (iii) Scott James Morrison of Century 21
Sweyer & Associates of 301-C Western Blvd., Jacksonville, North
Carolina as its brokers.

(1) K. Saieed

The Debtor wishes to employ Mr. Saieed as the Broker to list for
sale these properties:

   (a) 119, aka 121, Market Street, Wilmington, New Hanover
       County, North Carolina;

   (b) 304 and 308, aka 1704, Castle Hayne Road, Castle Hayne,
       New Hanover County, North Carolina;

   (c) 3404 and 3412 Castle Hayne Road and 109 Gladiolus Road,
       Castle Hayne, New Hanover County, North Carolina;

   (d) The Debtor's 33.3% interest in 30.41 acres located at the
       intersection of Highways 74 and 76 and Mt. Misery Road,
       Leland, Brunswick County, North Carolina; and

   (e) 14.4 acres, known as Osprey Point, Jacksonville, Onslow
       County, North Carolina.

The Debtor wishes to pay commissions of 6% of the gross sales
price of each property.

The Debtor also wishes to employ Mr. Saieed as the Broker to list
for lease these properties:

   (a) 125 Market Street, Wilmington, New Hanover County, North
       Carolina; and

   (b) 118-122 Princess Street, Wilmington, New Hanover County,
       North Carolina.

The Debtor wishes to pay a flat fee of 6% of the entire lease for
each rental.

(2) J. Washburn

The Debtor wishes to employ Mr. Washburn as the Broker, on a non-
exclusive basis, to list for lease the property known as the
building at 125 Market Street, Wilmington, North Carolina, and the
parking lot at 127 Market Street, Wilmington, North Carolina.  The
Debtor wishes to pay commissions of 6% of the gross rent of the
property.

The Debtor has also entered into another non-exclusive right to
lease listing agreement with Mr. Saieed.  According to the Debtor,
Mr. Washburn has a potential tenant for the building and it is
critical to the estate to get the building rented.

(3) S. Morrison

The Debtor wishes to employ Mr. Morrison as the Broker to list for
sale (i) 67 Court Street, (ii) 69 Court Street, (iii) 71 Court
Street, and (iv) 73 Court Street, all of which are in
Jacksonville, Onslow County, North Carolina.  The Debtor wishes to
pay commissions of 6% of the gross sales price of each property.

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.

The Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtor's case. The U.S. Trustee reserves the right to appoint such
a committee should interest developed among the creditors.


EAST COAST: Hearing on Continued Cash Access Tomorrow
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted East Coast Development II, LLC, permission to use
cash collateral of BB&T, Ciena Capital, First Bank, Georgia
Capital, and Wells Fargo Bank, for its postpetition, necessary and
reasonable operating expenses, until Aug. 19, 2011.

The Debtor will maintain three separate Debtor-in-Possession bank
accounts, into which it will deposit all cash, checks, and other
cash items.

The Debtor will have one Debtor-in-Possession account consisting
of the rents collected from all of the Wells Fargo properties,
except 1020 N. Front Street.

The Debtor will maintain a second Debtor-in-Possession account
solely for rents collected from 1020 N. Front Street.

The Debtor will maintain a third Debtor-in-Possession account
consisting of the rents collected from all of the First Bank
properties.

A further hearing on the Debtor's continued use of cash collateral
will be conducted on Aug. 18, 2011, at 2:00 p.m.

As reported in the TCR on April 18, 2011, Wells Fargo Bank, N.A.
filed on April 14, 2011, a Protective Objection to the Debtor's
emergency motion for authority to use cash collateral.

A separate Consent Order that deals with this Objection and First
Bank was entered by the Court on July 25, 2011.

                      Consent Interim Order

Wells Fargo and First Bank have consented to the Debtor's limited
use of cash collateral upon and only upon the express terms of
this Consent Interim Order and in strict compliance with a budget
through the Final Hearing Date on Aug. 18.

The Budget includes, among other things, that Wells Fargo will be
paid a $10,000 adequate protection payment as partial adequate
protection for the use of its cash collateral during this interim
period.

The Budget includes, among other things, that First Bank will be
paid a $1,000 adequate protection payment as partial adequate
protection for the use of its cash collateral during this
interim period.

The Debtor will maintain one segregated Debtor-in-Possession
("DIP") bank account, into which it will deposit all cash, checks,
and other cash items generated by the Wells Fargo Collateral (the
"Wells DIP Account"); provided however that a separate DIP bank
account will be established for the deposit of rents generated by
the real property collateral located at 1020 North Front Street
Wilmington in which both Wells Fargo and First Bank claim a lien
(the "1020 DIP Account").

Wells Fargo and First Bank will retain their liens on all pre-
petition collateral and Wells Fargo and First Bank are granted
replacement liens upon all collateral of the type and kind upon
which Wells Fargo and First Bank have and had a pre-petition lien,
to the same extent, priority, and validity as Wells Fargo and
First Bank had on the Petition Date.  The replacement liens are
subject only to valid liens existing as of the Petition Date.

Wells Fargo and First Bank will also have an administrative
expense claim allowable under 11 U.S.C. Section 503(b)(1).

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Amy M. Currin, Esq.,
and Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serve
as bankruptcy counsel.  Laurie R. Brown, CPA, serves as
accountant.

Keith Saieed of Blue Sky Services Real Estate serves as broker for
the sale of the Debtor's properties.  The Debtor disclosed
$24,792,275 in assets and $12,172,815 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case. The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


EATON MOERY: Landlord Wants to Take Over Commercial Property
------------------------------------------------------------
Mike and Judy Beason ask the U.S. States Bankruptcy Court for the
Eastern District of Arkansas for a relief from stay in the Chapter
11 case of Eaton Moery Environmental Services, Inc., permitting
them to take possession of the leased property.

The Debtor is indebted to Mike and Judy Beason, owners and
landlords of the commercial property, on a lease agreement dated
June 30, 2007.

The lease agreement was for a term of five years, requiring the
debtor-in-possession to pay a basic monthly rent of $1,750,
payable in advance on the first day of each month, subject to
annual increases.

According to Mike and Judy Beason, the Debtor failed to pay the
rent in accordance with the lease.  Their interest in the leased
property is not adequately protected, and the Debtors lack equity
in the leased property.  Further the collateral is deteriorating
in value and is not being adequately maintained or protected by
the Debtor, and as a result thereof the value of the creditor's
claim is deteriorating, Mike and Judy Beason added.

Beason is represented by:

         Thomas E. Fowler, Esq.
         THE FOWLER LAW FIRM
         601 S. Church
         Jonesboro, AR 72401
         Tel: (870) 931-3328
         Fax: (870) 934-1416
         E-mail: tfowler@suddenlinkmail.com

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million


EDGEN MURRAY: Incurs $3.8 Million Net Loss in Second Quarter
------------------------------------------------------------
Edgen Murray II, L.P., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $3.86 million on $222.55 million of sales for the three months
ended June 30, 2011, compared with a net loss of $75.42 million on
$135.71 million of sales for the same period during the prior
year.

The Company also reported a net loss of $13.88 million on
$408.11 million of sales for the six months ended June 30, 2011,
compared with a net loss of $82.38 million on $280.20 million of
sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$500.92 million in total assets, $642.78 million in total
liabilities, and a $141.86 million total partners' deficit.

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

                        http://is.gd/Zrtrgq

                        About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

                           *    *     *

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


EDIETS.COM INC: Incurs $851,000 Net Loss in Second Quarter
----------------------------------------------------------
eDiets.com, Inc., reported a net loss of $851,000 on $5.95 million
of total revenues for the three months ended June 30, 2011,
compared with a net loss of $34.60 million on $5.43 million of
total revenues for the same period a year ago.

The Company also reported a net loss of $1.23 million on $12.88
million of total revenues for the six months ended June 30, 2011,
compared with a net loss of $38.36 million on $10.45 million of
total revenues for the same period during the prior year.

The Company's selected balance sheet at June 30, 2011, showed
$5.36 million in total assets, $1 million in debt (excluding
capital leases) and $812,000 in stockholders' equity.

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

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed $4.51
million in total assets, $5.02 million in total liabilities, all
current, $17,000 in capital lease obligations, $151,000 in
deferred revenue and a $677,000 total stockholders' deficit.


ESTERLINE TECH: S&P Affirms 'BB' Rating on Unsecured Debt
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue-level
rating on Esterline Technologies Corp.'s unsecured debt and
removed the rating from CreditWatch, where it placed it with
negative implications on May 5, 2011. The unsecured recovery
rating remains '5'. On July 27, 2011, Esterline announced it had
completed the acquisition of Souriau Group (not rated) of France
for $705 million. The acquisition was financed with cash on hand
(a significant amount of which was held outside the U.S.),
drawings on the company's existing $460 million secured revolving
credit facility and a new EUR125 million secured term loan.
"Although the amount of secured debt increased, we believe the
recovery prospects for the unsecured debtholders remains within
the 10%-30% range appropriate for a '5' recovery rating," S&P
said.

"We affirmed our 'BB+' corporate credit rating on Esterline on May
5, 2011, because we had contemplated an acquisition of the size of
Souriau in our March 2011 upgrade of the company and, although we
expect pro forma debt to EBITDA to increase to around 3x in fiscal
2011 (ending Oct. 31, 2011) from around 2.4x now, this is below
our previously stated threshold of 4x for a possible downgrade.
The company has stated that it is committed to using excess cash
flow to reduce debt, so we expect that credit protection measures
will likely improve fairly quickly, with debt to EBIDTA below 2.5x
and funds from operations to debt in the 30%-35% range by fiscal
2012," S&P said.

Souriau manufactures electrical connectors for harsh environments;
its key markets are aerospace and defense, nuclear power, oil and
gas, and rail. The company's products complement Esterline's range
of products and end markets. Since less than 30% of Souriau's
sales are currently made in the U.S., there are opportunities for
Esterline to use its customer relationships to expand Souriau's
U.S. sales -- especially in the defense market. Esterline expects
Souriau, which has slightly higher operating margins, to
contribute $400 million in sales and $75 million of EBITDA in
fiscal 2012.

The ratings on Esterline reflect the company's exposure to the
competitive and cyclical commercial aerospace market, its active
acquisition program, and modest size compared with some
competitors. Its somewhat diversified revenue base and moderate
debt leverage partly offset these risk factors. "We assess the
company's business risk profile as fair and its financial risk
profile as significant," S&P stated.

Rating List

Esterline Technologies Corp.
Corporate credit rating                BB+/Stable

Ratings Affirmed, Off CreditWatch; Recovery Ratings Unchanged
                                        To         From
Esterline Technologies Corp.
Unsec debt                             BB         BB/CW Neg
  Recovery rating                       5


EVERGREEN SOLAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Evergreen Solar, Inc.
        138 Bartlett Street
        Marlboro, MA 01752

Bankruptcy Case No.: 11-12590

Chapter 11 Petition Date: August 15, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

                         - and -

                  Timothy P. Cairns, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: tcairns@pszjlaw.com

Debtor's
Claims/Noticing
Agent:            EPIQ BANKRUPTCY SOLUTIONS

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Bank                            Convertible Note   $208,561,473
214 North Tyron Street
Charlotte, NC 28202

Jiawei Solar (Wuhan) Co., Ltd      Trade                $6,450,261
No. 3 Road. Noa 1 Liufang
Dongyi
Wuhan, 170, China 430205

US Bank                            Convertible Cash     $4,589,000
214 North Tyron Street             Notes
Charlotte, NC 28202

Mass Development                   Rent                 $1,549,986
160 Federal Street
Boston, MA 02110

Lazard Capital Marketing           Professional         $1,465,443
30 Rockefellar Plaza               Services
New York, NY 10020

OCI Company LTD                    Trade                $1,224,000
OCI Building, 50
Sogong-Dong, Jung-Gu
Seoul, South Korea 100-718

TUV Immission Schutz               Trade                  $166,725

CH2m Hill Ind. Design & Const Inc. Professional Services   $75,500

National Grid                      Utility                 $63,370

Praxair Inc.                       Trade                   $47,431

Global Telecom & Tech Americas     Utility                 $44,964
Inc.

Consumers Energy                   Utility                 $37,747

Bruel & Kjaer North America Inc.   Trade Services          $36,000

Atlantic Plant Maintenance, Inc.   Trade Services          $24,800

PC Connection Sales Corporation    Trade                   $21,004

Lightower Fiber Networks           Utility                 $16,016

NC State University                Trade Services          $12,500

Capgemini US LLC                   Utility                 $12,000

Magnum Construction Company Inc.   Trade Services          $11,840

CDI Corporation                    Trade Services           $9,069


FALLS AT TOWNE: Court Approves Ravich Meyer as Attorney
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
the Falls at Towne Crossing, LLC, to employ Michael L. Meyer,
Esq., and the law firm of Ravich Meyer Kirkman McGrath Nauman &
Tansey to represent it in connection with all matters relating to
the discharge of its responsibilities as debtor-in-possession in
the Chapter 11 case.

According to the Troubled Company Reporter on July 19, 2011, the
attorneys and paralegal that will provide services and their
hourly rates are:

          Michael L. Meyer, Esq.          $450
          Michael F. McGrath, Esq.        $375
          Will Tansey, Esq.               $305
          Paralegal                       $150

Mr. Meyer, a shareholder at Ravich Meyer, attests neither the firm
nor any of its shareholders have any connection with any party
holding a claim or other interest adverse to the Debtor or its
estate.

               About The Falls at Towne Crossing and
                 Geneva Multi-Family Exchange XIV

Geneva Multi-Family Exchange XIV LLC owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  Falls at Towne
Crossing estimated assets and debts of $10 million to $50 million.
The petitions were signed by Duane H. Lund, chief manager.


FIRST DATA: Files Form 10-Q, Incurs $128.2 Million Net Loss in Q2
-----------------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $128.20 million on $2.75 billion of revenue for the three
months ended June 30, 2011, compared with a net loss of
$122.20 million on $2.61 billion of revenue for the same period
during the prior year.

The Company also reported a net loss of $312.70 million on
$5.29 billion of revenue for the six months ended June 30, 2011,
compared with a net loss of $330.60 million on $5.01 billion of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed
$37.29 billion in total assets, $33.42 billion in total
liabilities, $45.40 million in redeemable noncontrolling interest,
and $3.81 billion in total equity.

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

                        http://is.gd/ohg7fB

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FIRST MARINER: Files Form 10-Q, Incurs $11-Mil. Net Loss in Q2
--------------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting 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 during the prior year.

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 a year
ago.

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.

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.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.

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

                        http://is.gd/fJGNaz

                        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."


GARY PHILLIPS: Can Use Creditors' Cash Collateral Until Sept. 23
----------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee granted Gary Phillips
Construction, LLC, to use the secured creditors' cash collateral
on an interim basis until 5:00 p.m. on Sept. 23, 2011.

The Court ordered that any variance in expense figures in the
interim budget in excess of 10% will require Court approval.

As adequate protection, Bank of Tennessee, Citizens Bank,
Commercial Bank, First Bank & Trust, Regions Bank, Tri-Summit
Bank, TruPoint Bank, and Probuild Company, LLC, is granted
replacement liens in and to all assets of the estate that are
within the collateral descriptions of the Secured Creditors' loan,
lien and security documents.

An adjourned preliminary hearing on the Debtor's continued used of
cash collateral will be held on Sept. 20, 2011, at 9:00 a.m.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Court denied the application to employ Crye-Leike
Realtors as realtor.  In its schedules, the Debtor disclosed
$13,255,698 in assets and $7,614,399 in liabilities as of the
Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GENTIVA HEALTH: S&P Lowers Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta-based Gentiva Health Services Inc. to 'B' from
'B+'. The outlook is negative.

"At the same time, we lowered our senior secured issue-level
rating to 'B+' from 'BB-' (one notch above the corporate credit
rating). The recovery rating of '2', indicating our expectation
for substantial (70% to 90%) recovery in the event of payment
default, remains the same," S&P said.

"We also lowered the issue-level rating on the senior unsecured
notes to 'CCC+' from 'B-' (two notches below the corporate credit
rating). The recovery rating of '6' indicating our expectation for
negligible recovery (0% to 10%), remains the same," S&P stated.

"The downgrade on Gentiva follows the company's significant
underperformance relative to our expectations," said Standard &
Poor's credit analyst Tahira Wright, "and prospects that new
proposed Medicare cuts could, if final, lead to further margin
deterioration and a possible covenant violation in 2012."


GERALD CHAMPION: Files Petition Under Chapter 11
------------------------------------------------
Gerald Champion Regional Medical Center (GCRMC) filed a petition
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court in Albuquerque, N.M. The board of directors of
GCRMC authorized the filing in order to ensure the hospital's
immediate and long-term ability to provide critical healthcare
services to more than 70,000 people in Otero and its neighboring
counties while creating an orderly process to resolve a group of
lawsuits in a fair and timely manner.  The majority of the
lawsuits were filed between June and October 2010 and relate to
procedures that have not been performed at the hospital for nearly
three years, by physicians who no longer work at the hospital.
All efforts to resolve these lawsuits have been unsuccessful.

The more than 700 current employees of the hospital will continue
to receive wages, salaries and benefits during the Chapter 11
process, and all vendors providing goods and services to the
hospital after the Chapter 11 filing will be paid in full for
those goods and services.  Also, in conjunction with the filing,
GCRMC intends to file a variety of first day motions that will
seek to limit the impact on vendors with respect to pre-filing
goods and services provided to the hospital to the fullest extent
permitted by the Bankruptcy Code.  GCRMC looks forward to
maintaining its longstanding relationships with all of its valued
vendors during and after the conclusion of its Chapter 11 case.

"Since the filing of the lawsuits GCRMC has been unable to raise
capital needed to invest in the expanded facilities and to
continue updating our medical equipment and technology.
Additionally, we are unable to move forward on various clinical
services' initiatives to improve access to care for our
community," said Jim Heckert, Chief Executive Officer of GCRMC.
"It is critical that we be able to fund our community's current
and future healthcare needs.  There is a direct correlation
between the growth of needed services and the long-term viability
of the hospital, which is more than 75 miles from the nearest
comparable facility."

"This was a difficult decision for the board," said Norm Arnold,
chairman of the board of directors of GCRMC, "but Chapter 11
provides the hospital with a mechanism to resolve the lawsuits
fairly and efficiently.  We believe this is the most responsible
way to manage this unanticipated threat to the hospital's long-
term viability so that we can fully focus on our complex mission
of meeting the growing medical needs of our community."

GCRMC is a not-for-profit 99-bed acute care facility located in
Alamogordo, N.M. It has served the community for more than 60
years, and in 1999 moved into its new state-of-the-art medical
facility.  The hospital's services have continued to evolve and
additional services include: Cancer Center, Inpatient/Outpatient
Gero-psych services, Inpatient Rehabilitation, Joint Center,
Hospitalist Program, and Level III Trauma Center. Complementing
the growth in services is a fully functional Inpatient Electronic
Record as well as digital radiology.  GCRMC has a longstanding
partnership with the Department of Defense (DoD) allowing for Air
Force physicians from nearby Holloman Air Force Base to admit and
treat DoD beneficiaries in the hospital.  The hospital is the
largest non-governmental employer in Otero County.

The hospital has created a temporary telephone number for
interested community members to ask questions or leave recorded
messages to be responded to in a timely manner. The number is 575-
443-7849.


GIORDANO'S ENTERPRISES: Fifth Third Bank Seeks Sanctions
--------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Fifth Third Bank,
lender of Giordano's Enterprises Inc., on Monday asked an Illinois
bankruptcy court to sanction the restaurant's owners for trying to
block the bank from bidding in any potential asset sale.

In its motion for monetary sanctions, Law360 relates, the bank
claims that the restaurant's owners - members of the Apostolou
family - are in contempt of court for allegedly violating a May
bankruptcy court order and the automatic stay with their Aug. 3
lawsuit filed in state court.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GM PINE: Court Approves Crocker Law Group PLLC as Counsel
---------------------------------------------------------
U.S. Bankruptcy Court for the Western District of Washington has
approved GM Pine Street Garage LLC's application to employ Crocker
Law Group PLLC as its counsel.

As reported in the Troubled Company Reporter on Aug. 3, 2011, upon
retention, the firm, will among other things:

   1. Take all actions necessary to protect and preserve Debtor's
      bankruptcy estate, which may include: the prosecution of
      actions on Debtor's behalf; defense of any action commenced
      against Debtor, in conjunction with special litigation
      counsel, as appropriate; negotiations in litigation
      concerning the Debtor; objections to claims filed against
      Debtor in this bankruptcy case; and compromise or settlement
      of such claims.

   2. Prepare the necessary applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports and
      other papers required from Debtor, as debtor-in-possession,
      in connection with administration of this case.

   3. Negotiate with creditors concerning a Chapter 11 plan,
      prepare a Chapter 11 plan and disclosure statement and
      related documents, and take the steps necessary to confirm
      and implement the proposed plan.

Debtor and CLG have agreed to an initial security retainer of
$100,000, of which $50,000 has been paid, and the remaining
$50,000 to be paid (1) in the event a motion for relief from stay
is successfully defended, or (2) within 90 days after the date of
the engagement letter, whichever is earlier.  The Zoe and Ava
Brenneke Irrevocable Trust (the "Trust"), through its Trustee,
Jimmy Drakos, has guaranteed the fees and directed its subsidiary
Guardian Investment Real Estate, LLC, a Delaware limited liability
company, to pay the $50,000 partial retainer.

The Trust's relationship to the Debtor, as the ultimate owner in a
complicated ownership structure, is as follows:

   -- The Zoe & Ava Brenneke Irrevocable Trust UDT is the owner of
      99% of the membership interests of Pine Garage LLC, a
      Washington limited liability company.  Jimmy Drakos is the
      trustee of same.

   -- Pine Garage Independent LLC, a Washington limited liability
      company, is the owner of 1% of the membership interests of
      Pine Garage LLC.

   -- The Fund is the owner of 100% of the membership interest in
      GM Institutional Fund LLC, a Delaware limited liability
      Company.

   -- The Institutional Fund is the owner of 100% of the
      membership interest in GM Pine Street Garage LLC, a Delaware
      limited liability company, and the Debtor in this case.

CLG has drawn down $7,763 for prepetition fees and costs.  As of
the time of filing, the trust account has a balance of $41,198.

The Debtor has also given CLG authority to disburse $1,039.00 to
its ECF creditcard post-petition for the Chapter 11 filing fee.

                    About GM Pine Street Garage

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: Files Schedules of Assets & Liabilities
------------------------------------------------
GM Pine Street Garage, LLC filed with the U.S. Bankruptcy Court
for the District of Washington, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $41,000,000
B. Personal Property            $7,854,044
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $24,782,258
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $477
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $5,008,666
                               -----------             -----------
      TOTAL                    $6,382,515               $8,655,220

                    About GM Pine Street Garage

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: Court Approves Robert S. Simon as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has approved GM Pine Street Garage, LLC's permission to employ
Robert S. Simon as special counsel.

As reported in the Troubled Company Reporter on Aug. 4, 2011, 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

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.


GRAHAM PACKAGING: Incurs $26.6 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Graham Packaging Company Inc. reported a net loss of
$26.60 million on $821.23 million of net sales for the three
months ended June 30, 2011, compared with net income of
$37.80 million on $652.83 million of net sales for the same period
during the prior year.

The Company also reported a net loss of $18.50 million on
$1.57 billion of net sales for the six months ended June 30, 2011,
compared with net income of $13.29 million on $1.23 billion of net
sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.94 billion
in total assets, $3.46 billion in total liabilities, and a
$520.85 million deficit.

"Our second quarter results cap off a solid first half of 2011
despite general softness in global demand and headwinds associated
with an inflating cost environment," said CEO Mark Burgess.  "Our
Food and Beverage franchise continued to be relatively strong, and
we added operations in Japan in support of one of our largest
global Food and Beverage customers.  We remain pleased with the
legacy Liquid Container business, and are on track against our
integration and synergy achievement goals.  Our acquisition of
Techne's assets rounds out our machine technology platform and
gives us another avenue to explore profitable growth in
international markets."

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

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

                           *     *     *

In June 2011, Fitch Ratings revised the Rating Watch status on
Graham Packaging Company, L.P.'s and its subsidiary, GPC Capital
Corp.'s 'B' Issuer Default Rating and the long-term debt ratings
to Negative from Positive.

The rating action follows Graham's announcement that the company
has signed a definitive merger agreement, and an amendment
thereto, under which Graham would be acquired by Reynolds Group
Holdings Limited in an all-cash transaction for $25.50 per share.
The transaction is valued at approximately $4.5 billion including
assumed indebtedness. The deal is expected to close in the second
half of this year.

Fitch notes Graham's credit agreement contains triggers that allow
lenders to declare an event of default and elect to declare all
borrowings due and payable in the event of a party acquiring
beneficial ownership.  The debt indentures also contain a change
of control covenant that requires the company to repurchase all
outstanding notes at 101% of their principal amount plus accrued
and unpaid interest.


GREAT ATLANTIC: Strikes Deal with OfficeMax Over Poaching Suit
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Great
Atlantic & Pacific Tea Co. Inc. on Friday told a New York
bankruptcy court it had reached a settlement with OfficeMax Inc.
in a suit alleging A&P improperly poached OfficeMax executives and
interfered with their nonsolicitation agreements.

Law360 relates that OfficeMax filed the underlying suit in
Illinois state court in August 2010, claiming that former Chief
Operating Officer Sam Martin, currently the CEO of A&P, had
improperly recruited other OfficeMax executives, including Carter
Knox, current A&P senior vice president of human resources, and
Paul Hertz.

                 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.

Great Atlantic previously obtained approval to sell assets to:

   (1) Mrs. Green's Management Corp. and Village Super Market,
       Inc., with respect to the Lot 1 Stores for $24,500,000,
       plus certain amounts;

   (2) Mrs. Green's Management Corp. and Village Super Market,
       Inc., with respect to the Lot 2 Stores for $12,500,000,
       plus certain amounts;

   (3) SUPERVALU INC., with respect to the prime leasehold
       interest and the related subleasehold interests in the
       Debtors' Superfresh banner Ellicott City, Maryland store
       as well as related inventory, furnishings, equipment,
       prescription drug inventory and customer records and
       files; and

   (4) Safeway, Inc., Walgreens Co., and Maryland CVS Pharmacy,
       L.L.C., with respect to certain prescription drug
       inventory and pharmacy customer records.


GRIFFON CORP: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
N.Y.-based Griffon Corp. to negative from stable. "At the same
time, we affirmed the ratings on the company, including its 'BB-'
corporate credit rating," S&P said.

"The outlook revision reflects the risk that Griffon's operating
earnings will continue to be challenged over the next several
quarters due to weak sales in its lawn and garden tools business
and operational difficulties experienced in plant capacity
expansions in the company's plastics business in Europe and
Brazil," said Standard & Poor's credit analyst Thomas Nadramia.
"These capacity expansions were the largest in the company's
history and were undertaken to support growing business in those
markets. Based on our current operating assumptions, we project
Griffon to generate adjusted EBITDA in fiscal 2011 of about $140
million. If Griffon is successful in correcting the operational
inefficiencies in its plastics segments and more normal buying
patterns return to its tool business, our projections indicate
that adjusted EBITDA could reach the $175 million to $200 million
range in fiscal 2012 leading to credit metrics of about 4.5x,
which would be more in-line with the rating given our view of its
fair business risk profile. However, current lackluster consumer
spending and the need to correct operational issues in the
Plastics business cause us to remain cautious on the outlook for a
quick recovery," S&P related.

"The 'BB-' corporate credit rating on Griffon reflects the
combination of what we consider to be the company's fair business
risk profile and aggressive financial risk profile. The business
risk profile reflects the company's participation in cyclical home
(lawn and garden tools) and building products (garage doors)
markets and the highly competitive plastics and telephonics
businesses. However, revenues, earnings and cash flow from the
telephonics and plastics businesses have historically been fairly
consistent with operating income margins of about 10%. The Home
and Building Materials business is subject to more volatility due
to cyclical construction and consumer spending levels," S&P said.

The company also benefits from good geographic diversity with
significant sales in Europe and South America, although all of the
company's business segments also possess significant customer
concentrations. The company generates a high degree of building
products revenue through big box retailers such as Home Depot,
Lowe's, and Menards, although the broad array of products sold
partially offset this concentration risk. The plastics business is
largely concentrated among the few large makers of adult
incontinence and infant diaper products, although the company has
enjoyed very long-standing relationships in this segment. The
telephonics business, due to the contract nature of its business,
is also likely to be concentrated among major aerospace and
avionic companies that contract with various agencies of the
U.S. government.

"The issue-level rating on Griffon Corp.'s $200 million revolving
credit facility is 'BB+' (two notches higher than the corporate
credit rating) with a recovery rating of '1', indicating our
expectation that lenders could receive very high (90% to 100%)
recovery in the event of a default. The issue-level rating on
Griffon's $550 million 7.125% senior notes due 2018 is 'BB-' (the
same as the corporate credit rating) with a recovery rating of '3'
indicating that investors could expect to receive meaningful (50%
to 70%) recovery in the event of a default," S&P said.

"The negative rating outlook reflects our risk assessment that
Griffon's operating performance could be adversely affected well
into fiscal 2012 if operational improvements in the Plastics
segment are delayed and consumer spending on landscaping tools and
products remains weak into the spring selling season. Based on
these assumptions, adjusted leverage could remain above 5x in
2012, which we would view as weak for the rating," S&P related.

"We could lower the rating if there is little or no sequential
improvement in year over year EBITDA from the tools business
(caused by weak consumer spending) and/or the plastics segment,
causing adjusted leverage measures to exceed 5.5x on a sustained
basis," S&P said.

A positive rating action would become if Griffon makes meaningful
progress in returning to its historical operating margins (above
10%) in the Plastics business and tool revenues rebound to
previous years' levels, while the company maintains adequate
liquidity.


HAMPTON ROADS: Incurs $18.6 Million Net Loss in Second Quarter
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $18.67 million on $26.28 million of total interest
income for the three months ended June 30, 2011, compared with a
net loss of $52.50 million on $30.02 million of total interest
income for the same period during the prior year.

The Company also reported a net loss of $50.32 million on
$53.46 million of total interest income for the six months ended
June 30, 2011, compared with a net loss of $91.59 million on
$64.12 million of total interest income for the same period a year
ago.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.43 billion in total liabilities, and
$161.64 million in total shareholders' equity.

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

                        http://is.gd/stb8ej

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.


HENNIGES AUTOMOTIVE: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'B'
corporate credit rating and preliminary 'B' issue-level ratings on
Farmington Hills, Mich.-based automotive supplier Henniges
Automotive Holdings Inc. "We understand that the company is not
moving ahead with the transaction which was the basis for our
assignment of the ratings on July 14, 2011," S&P related.


HOTEL AIRPORT: Creditors' Meeting on Sept. 12; Claims Due Dec. 12
-----------------------------------------------------------------
The United States Trustee in Puerto Rico will convene a meeting of
creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 case of Hotel Airport Inc. on Sept. 12, 2011, at 9:00
a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, in San Juan.

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

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

The last day to oppose discharge or dischargeability is Nov. 14,
2011.  Proofs of Claim are due by Dec. 12, 2011.  Government
Proofs of Claim are due by Feb. 6, 2012.

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by David Tirri, its president.


HOTEL AIRPORT: Status Conference Set for Sept. 27
-------------------------------------------------
The Bankruptcy Court will hold a Status Conference on Sept. 27,
2011, at 10:30 a.m. in the bankruptcy case of Hotel Airport Inc.
at US Post Office and Courthouse Bldg., 300 Recinto Sur, 2nd Floor
Courtroom 2.  The Debtor is required to file a status report seven
days prior to the conference.

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by David Tirri, its president.


HUNTSMAN CORPORATION: Moody's Affirms 'B1' Corporate Rating
-----------------------------------------------------------
Moody's Investors Service moved the outlook of Huntsman
Corporation and its subsidiaries to positive from stable. Moody's
also affirmed the company's Corporate Family Rating (CFR) of B1,
along with all outstanding debt ratings for Huntsman and its
subsidiaries. The positive outlook reflects improvements in the
company's main product lines, specifically in its performance
products and pigments businesses, along with the overall
strengthening of its credit profile.

Moody's also assigned a SGL-2 to Huntsman Corporation.

Ratings Affirmed

   Issuer: Huntsman International LLC

   -- Senior Secured Bank Credit Facility, Ba2 24% to LGD2 from
      LGD2, 22

   -- Senior Unsecured Regular Bond/Debenture, B1 to LGD4, 60%
      from LGD4, 59%

   -- Senior Subordinated Regular Bond/Debenture, B3 to 89% LGD5,
      from LGD6, 91%

Outlook Actions:

   Issuer: Huntsman Corporation

   -- Outlook, Changed To Positive from Stable

   Issuer: Huntsman International LLC

   -- Outlook, Changed To Positive from Stable

RATINGS RATIONALE

"The positive outlook reflects Huntsman's strong liquidity profile
and improving credit metrics evidenced, in part, by the lack of
sizeable near term debt maturities until 2014." said Moody's
analyst Bill Reed. "Improvements in key end markets have helped
bolster the company's cash flow generation and should result in
meaningful debt reduction over the next 12-18 months."

The B1 CFR takes into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and the benefits of world scale
production capabilities. The ratings are nevertheless tempered by
high leverage at this point in the chemical cycle, exposure to
rising prices in some feedstocks, and possible future weakness in
many key end markets, notably automotive and housing. The positive
outlook reflects the company's strong liquidity and improving
credit metrics. For the full year 2010 Huntsman generated over
$900 million in EBITDA. This level of EBITDA results in net
debt/EBITDA of 5.5X, a significant improvement when compared to
one year prior. Going forward Moody's expects that the company
will continue to generate improved levels of EBITDA, further
strengthening Huntsman's credit metrics and profile.

The outlook for Huntsman's ratings is positive reflecting
Huntsman's improved credit metrics and strong liquidity profile.
The positive outlook incorporates the expectations that the
company will continue to improve its credit metrics without
materially increasing its leverage. Management has indicated they
would like to see their debt leverage at about 2 to 2.5 times on a
normalized EBITDA basis. They also suggested that over the course
of the next year or so (by the end of 2012), cash flow permitting,
they would consider paying down an additional $500 - $700 million
of debt. This would represent a 14% reduction in balance sheet
debt of $600 million if management were to reduce debt by $600
million to 3.6 billion. Strengthening the company's balance sheet
position, according to senior management is a very high priority
of Huntsman's Board of Directors. Should the company amortize
between $400-500 million of debt from free cash flow over the next
two years Moody's could consider the appropriateness of a higher
rating. Moody's would consider a negative rating action if EBITDA
on a quarterly basis is not sustained above $100 million level.
Finally, there would be negative pressure on the rating if a large
acquisition were to meaningfully reduce cash balances and/or
increase debt levels.

The principal methodology used in rating Huntsman Corporation was
the Global Chemical 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.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries. Huntsman had revenues of $10.4 billion for the last
twelve months ending June 30, 2011.


INSIGHT COMMUNICATIONS: Moody's Reviews 'B1' Corporate for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Insight
Communications Company, Inc.'s debt, including its B1 CFR and PDR
on review for possible upgrade, upon Time Warner Cable, Inc.'s
announced plan to acquire Insight for a total purchase price of
about $3 billion in cash.

Moody's put Insight's ratings under review for upgrade reflecting
Time Warner's stronger credit profile and a high likelihood of the
closing of the acquisition. The review of Insight's ratings will
focus on Time Warner's plans regarding the existing Insight 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 Insight's ratings.

The principal methodology used in rating Insight and Time Warner
was Moody's Global Cable Television Industry Methodology,
published in July 2009 and available on www.moodys.com in the
Rating Methodologies sub-directory under the Research & Ratings
tab. Other methodologies and factors that may have been considered
in the process of rating these two issuers can also be found in
the Rating Methodologies sub-directory on Moody's website.

Headquartered in New York, NY, Insight Communications Company,
Inc. offers video, high-speed Internet and telephony services to
residential and business customers in the United States, with
approximately 760,000 customer relationships at the end of Q2,
2011. Its annual revenue is approximately $1 billion.

Time Warner Cable Inc., with its headquarters in New York, NY, is
a cable pay TV system operator and offers video, high-speed data
and telephony services.


JACKSON HEWITT: Completes Restructuring, Emerges from Chapter 11
----------------------------------------------------------------
Jackson Hewitt Tax Service Inc. has completed its financial
restructuring and emerged from its Chapter 11 reorganization,
following the filing of its "pre-packaged" reorganization plan on
May 24, 2011.

"With the strong support of our lenders, Jackson Hewitt emerges
from this process as a highly-energized and financially healthy
company," stated Philip H. Sanford, president and chief executive
officer of Jackson Hewitt.

"Our clients, franchisees, employees and business partners can be
confident in our future," Sanford continued.  "We emerge as a
private company with a strong balance sheet, a fully funded
business plan and the ability to make investments that will better
position us to compete and win in the market place.  As always, we
remain committed to providing quality, accurate tax preparation
services that meet the needs, and exceed the expectations, of our
valued clients.

"We are well positioned to succeed and grow our business.  Our
2011 tax season produced growth in tax returns prepared for the
first time in five years, and the results through our Walmart U.S.
stores distribution channel were excellent.  We intend to build on
this positive momentum as we move forward with preparations for a
successful 2012 tax season and beyond," concluded Sanford.

Jackson Hewitt emerged from the Chapter 11 process after meeting
all closing conditions to the Company's Plan of Reorganization
(the "Plan").  The Plan was confirmed by the U.S. Bankruptcy Court
in Wilmington, Delaware on August 9, 2011.

                   About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.


JAMESTOWN MALL: Looking for New Owner of Shopping Center
--------------------------------------------------------
Lisa Brown at stltoday.com reports Jamestown Mall Realty
Management LLC, owner of the shopping center in Little Neck, N.Y.,
is seeking a new owner for the shopping center.

Prior to Jamestown Mall Realty's bankruptcy filing, the lender was
pursuing foreclosure proceedings in St. Louis County Circuit
Court.

The report says one of Jamestown Mall Realty's lenders, MSC Real
Estate, alleged the mall owner defaulted on a more than $2 million
loan in mid-June, and the mall was placed in receivership.

As part of MSC's legal action, Town and Country-based Priority
Properties was appointed the new manager of the shopping center in
June.  Mike Margiotta, property manager with Priority, said the
mall will continue to remain open during the legal proceedings.

Jamestown Mall, which opened in 1973, saw its occupancy drop
sharply in recent years, dipping below 44 percent in 2008.  The
mall, located at 175 Jamestown Mall in unincorporated north St.

Jamestown Mall Realty Management LLC bought the mall for $3.3
million in 2009.  Some other entities, such as Macy's, own the
anchor tenant spaces at the 1.25 million square foot shopping
center.

The Company filed for Chapter 11 protection (Bankr. E.D. Miss.
Case No. 11-48354) on Aug. 8, 2011, with Judge Charles E. Rendlen
III presiding.  Keith D. Price, Esq., and Scott A. Greenberg,
Esq., at Sandberg Phoenix & Von Gontard, represents the Debtor.
The Debtor estimated assets and debts of between $1 million
and $10 million.


J.C. EVANS: Court Approves Cash Use & $2.5MM Safeco DIP Loan
------------------------------------------------------------
The Bankruptcy Court approved the request of JCE Delaware, Inc.,
J.C. Evans Construction Co., and their debtor-affiliates to:

     (a) use cash collateral on an interim basis received from
         contracts with Safeco Insurance Company for which Safeco
         issued surety bonds, which funds will be held by Liberty
         Mutual Insurance Company of America or Safeco in a
         segregated account under an approved interim budget with
         adequate protection therefore;

     (b) obtain interim post-petition financing from Safeco in an
         amount up to $2,500,000 for a period not to exceed four
         weeks after the bankruptcy filing date, pursuant to an
         approved interim budget;

     (c) secure the postpetition DIP loan funds advanced by
         Safeco, to grant Safeco, pursuant to Bankruptcy Code Sec.
         364(c)(2) and (3) and 364(d), liens on and security
         interests in all of the Debtors' currently owned and
         after acquired real and personal property to secure the
         Debtors' obligations to Safeco;

     (d) secure the postpetition DIP loan funds advanced by
         Safeco, to grant Safeco, pursuant to Bankruptcy Code Sec.
         364(c)(1), with respect to the property and assets of the
         Debtor, an administrative super-priority claim; and

     (e) use cash collateral upon which First State Bank of
         Central Texas claims a first priority security and to
         grant replacement liens, as adequate protection, to First
         State Bank for the diminution in value of such cash
         Collateral in the same validity, priority and extent to
         which First State Bank liens possessed pre-petition.

The Debtors need to use funds from operations and obtain DIP loans
from Safeco to continue their operations in an orderly manner on a
postpetition basis.  The Safeco Cash Collateral and FSB Cash
Collateral will be used for the payment of any of the Debtors'
cost and expenses.  Pursuant to the Interim Order, the Debtors
will supply Safeco and FSB with budgets every two weeks beginning
Aug. 15, 2011.

The Debtors have prepared a cash flow projection through Sept. 2.
The Debtors had $609,045 cash as of July 25.  Assuming all pending
receipts are collected by Sept. 2, the Debtors project a cash
deficit of $2,369,781.  The Debtors also project bankruptcy
administrative expense to total $30,000 in August and in
September.

The $2,500,000 in advances from Safeco will bear interest at the
annual rate of 7%.  However, the funds are not trust funds and are
Debtor in Possession loan proceeds pursuant to the Bankruptcy
Code.

The Debtors' interim authority to request and receive advances
will expire Sept. 1, 2011, unless extended by Court order.

The Court will hold a final hearing to consider entry of the Final
DIP Financing Order on Sept. 1 at 10:30 a.m.

The Court further held that the Cash Collateral available to the
Debtors will in the first instance, and the DIP Financing Advances
will in the second instance fund a professional fee carve-out for
the Debtors' professionals in the amount of $150,000 (which sum is
in addition to monthly budgeted amounts for such fees) and the
carve out shall not be subject or subordinate to the superpriority
claims, DIP Financing liens or any other security or priority
granted herein or otherwise held by Safeco or FSB.  The carveout
will be funded one-half currently and the remainder by Sept. 1.

First State Bank of Central Texas is owed $23 million pursuant to
various promissory notes and overdrafts, and alleges that it holds
a first lien on most of the Debtors' assets, excluding accounts
receivables related to bonded jobs.

Safeco issued certain written bonds at the Debtors' request.
Safeco advanced $22 million to the Debtors prepetition to assist
with the completion of 20 bonded construction projects.  Safeco
alleges it holds a first lien on receivables from the bonded jobs
and a second lien on virtually all of the remaining assets of the
Debtors.

Trade debt is roughly $15 million, much of which is on bonded
construction projects.

Traditionally, approximately 95% of the Debtors' revenues are from
bonded jobs.

The Debtors have said Safeco and FSB will be protected by
replacement liens on assets produced by the Debtors' postpetition
operations and a continuation of their prepetition liens on all
other assets in the same priority as existed prepetition.

The Debtors have defaulted with reference to some or all of the
Bonds, in that, among other things, the Debtors failed to pay when
due certain of its obligations to subcontractors or suppliers for
labor, materials, equipment rental, supplies and other charges
incurred by the Debtors in performing the work on the Safeco
Bonded Projects.  Moreover, the Debtors were unable to meet their
financial obligations as they became due.

The Debtors are proposing to continue the work on the Safeco
Bonded Contracts and may elect to assume the Safeco Bonded
Contracts within the meaning of Sec. 365 of the Bankruptcy Code.

FSB objected to the Debtors' request to use cash collateral and
obtain DIP financing to assert its lien on the Debtors' assets.

Volvo Financial Services, a division of VFS US LLC, and VFS
Leasing Co., also objected to the Debtors' request to the extent
that the Debtors' seek to grant Safeco, FSB or any other entity or
individual (1) a lien or other interest in VFS Leasing's Leased
Equipment; (2) a senior or priming lien or other interest in Volvo
Financial's Financed Equipment; (3) a junior lien or other
interest in Volvo Financial's Financed Equipment; or (4) to
otherwise impair Volvo Financial's or VFS Leasing's right, title
or interest in their Leased Equipment, Financed Equipment or other
collateral.

Prepetition, the Debtors and VFS Leasing entered into a master
lease agreement and 36 schedules thereto pursuant to which the
Debtors leased 56 pieces of heavy equipment.  At the end of
certain of the lease terms, the Debtors financed their purchase of
some of the Leased Equipment through promissory notes payable to
Volvo Financial.  Volvo Financial holds properly perfected
security interests in all of the Leased Equipment purchased by the
Debtors.  VFS Leasing and Volvo Financial collectively hold claims
of roughly $6,000,000 against the Debtors.  Volvo said the Debtors
are in default under all of their obligations to VFS Leasing and
Volvo Financial due to their failure to timely make the payments
required prepetition.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.  Through
Adkins Land Development, L.P., a Texas limited partnership, the
Company owns a 700-acre quarry, which produces aggregate for use
in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  In its petition, JCE Delaware estimated
$50 million to $100 million in both assets and debts.

Attorneys for DIP lender Liberty Mutual Insurance Company/Safeco
Insurance Company are:

          Christopher R. Ward, Esq.
          Robert P. Franke, Esq.
          Duncan L. Clore, Esq.
          STRASBURGER & PRICE, LLP
          901 Main Street, Ste. 4400
          Dallas, Texas 75202
          Tel: (214) 651-4300
          Fax: (214) 651-4330
          E-mail: christopher.ward@strasburger.com
                  robert.franke@starsburger.com
                  duncan.clore@strasburger.com

               - and -

          Duane J. Brescia, Esq.
          STRASBURGER & PRICE, LLP
          600 Congress Ave., Suite 1600
          Austin, Texas 78701
          Tel: (512) 499-3600
          Fax: (512) 499-3660
          E-mail: duane.brescia@strasburger.com

Counsel to secured lender First State Bank of Central Texas is:

          Shad Robinson, Esq.
          Blake Rasner, Esq.
          HALEY & OLSON, P.C.
          510 North Valley Mills Drive, Suite 600
          Waco, Texas 76710
          Telephone: (254) 776-3336
          Facsimile: (254) 776-6823
          E-mail: srobinson@haleyolson.com
                  brasner@haleyolson.com

Equipment lessor Volvo Financial Services is represented by:

          Jeffrey D. Cawdrey, Esq.
          GORDON & REES, LLP
          101 W. Broadway, Suite 2000
          San Diego, CA 92101
          Telephone: (619) 696-6700
          Facsimile: (619) 696-7124
          E-mail: jcawdrey@gordonrees.com

               - and -

          Megan Adeyemo, Esq.
          GORDON & REES, LLP
          555 Seventeenth Street, Suite 3400
          Denver, CO 80202
          Telephone: (303) 534-5160
          Facsimile: (303) 534-5161
          E-mail: madeyemo@gordonrees.com


J.C. EVANS: Sec. 341 Creditors' Meeting Set for Aug. 30
-------------------------------------------------------
The U.S. Trustee for the Western District of Texas will convene a
Meeting of Creditors pursuant to Sec. 341 of the Bankruptcy Code
in the bankruptcy cases of JCE Delaware, Inc., JC Evans
Construction Holdings, Inc., JC Evans Nevada, LLC, Equus
Development, Inc., JC Evans Construction Co., LP, and Adkins
Land Development, LP, on Aug. 30, 2011, at 2:30 p.m. at Austin
Room 118.

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

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

Proofs of claim are due by Nov. 28, 2011.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.  Through
Adkins Land Development, L.P., a Texas limited partnership, the
Company owns a 700-acre quarry, which produces aggregate for use
in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  In its petition, JCE Delaware estimated
$50 million to $100 million in both assets and debts.

DIP lender Liberty Mutual Insurance Company/Safeco Insurance
Company is represented by lawyers at Strasburger & Price, LLP.
Secured lender First State Bank of Central Texas is represented by
lawyers at Haley & Olson, P.C.


J.C. EVANS: Schedules Filing Deadline Moved to Sept. 7
------------------------------------------------------
The Bankruptcy Court extended until Sept. 7, 2011, the time for
J.C. Evans Construction Holdings and its debtor-affiliates to file
schedules of assets and liabilities and statements of financial
affairs.  Those documents were initially due within 15 days of the
bankruptcy filing, pursuant to Section 521 of the Bankruptcy Code
and Rule 1007 of the Federal Rules of Bankruptcy Procedure.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.  Through
Adkins Land Development, L.P., a Texas limited partnership, the
Company owns a 700-acre quarry, which produces aggregate for use
in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  In its petition, JCE Delaware estimated
$50 million to $100 million in both assets and debts.

DIP lender Liberty Mutual Insurance Company/Safeco Insurance
Company is represented by lawyers at Strasburger & Price, LLP.
Secured lender First State Bank of Central Texas is represented by
lawyers at Haley & Olson, P.C.


J.C. EVANS: Plans to Sell Cobra Stone to Pay Lender
---------------------------------------------------
Vicky Garz at the Austin Business Journal reports that J.C. Evans
Construction Holdings Inc. plans to sell its 700-acre Cobra Stone
quarry in Florence, Texas, to pay the lead lender in full and pay
a significant portion of the bonding company's advances.

The Cobra Stone produces more than 1 million tons of aggregate and
dimension stone.

The Company estimates it could sell its headquarters for an
additional $7 million to further reduce its debts or pay off
advances, the report says, citing a court filing.

The Austin Business Journal notes, if the sale of the quarry
generates enough money to pay off all the creditors, the case may
be dismissed.  But if it does not generate enough money or if the
Company has further claims against it, it will have to make a plan
-- subject to court approval -- to pay off the rest of what is
owed, which could be a six-month to yearlong process.

According to the report, the Company owes more than $38 million to
405 creditors.  Its biggest debt is owed to First State Bank
Central Texas, according to an official court declaration filed by
President and CEO Blake Kuhlman.  The Company is in the process of
compiling a detailed list of assets and debts.

The report says J.C. Evans has been involved in many large
projects in Central Texas, including the Wonder World Drive
extension, San Marcos' largest construction project; the Chandler
Road extension in Williamson County; and Ronald Reagan Boulevard,
an extension of Parmer Lane.

The Austin Business Journal says current projects should not be
affected by the bankruptcy, said Mark Andrews of Cox Smith
Matthews Inc., J.C. Evans' attorney.  Those projects are covered
by bonding companies Liberty Mutual Insurance Co. and Safeco
Insurance Co.

In court filings, J.C. Evans said heavy investment in new
equipment before 2008 followed by a shrinking economy has strained
its operations.  The Company has had to lay off employees, cut
salaries and aggressively market its services to survive, court
records indicate.

Leander, Texas-based JCE Delaware, Inc., J.C. Evans Construction
Holdings, Inc., and four other entities sought Chapter 11
protection (Bankr. W.D. Tex. Case No. 11-11926 to 11-11931) in
Austin, Texas, on Aug. 1, 2011.  George H. Tarpley, Esq., and Mark
E. Andrews, Esq., at Cox Smith Matthews Incorporated, in Dallas,
serve as counsel to the Debtor.  JCE Delaware estimated assets and
debts of up to $100 million in the Chapter 11 filing.


JEFFERSON, AL: Extends Creditor Talks After Rejecting Deal
----------------------------------------------------------
Carla Main at Bloomberg News reports Jefferson County, Alabama,
officials extended until mid-September talks with creditors
holding $3.14 billion of sewer bonds after rejecting a proposed
settlement to avert what would be the biggest U.S. municipal
bankruptcy.  County commissioners said they wanted to take a
larger role in the negotiations, which have been led by Governor
Robert Bentley and his chief of staff.  The commission approved a
resolution to negotiate directly with the creditors, the largest
of which is JPMorgan Chase & Co.

The report relates that the decision to extend the talks until
Sept. 16 came after the five-member panel outlined concerns with
an offer by bondholders to settle the crisis.  Terms of the
creditors' latest offer include four scenarios for raising sewer
rates to support a $2.33 billion debt refinancing by June 30,
2012.  The base-case scenario, which doesn't include $1 billion in
bond insurance, would amount to a 25% rate increase over 18
months, which Commissioner George Bowman called "excessive."  The
others called for increases ranging from 6.1% to 7.1% in the first
three years, with 3% annual boosts for the next 36 years.
Commissioners suggested those proposals may be acceptable.
Creditors would get back $2.07 billion, or about 33% less than the
amount outstanding.  Another $233 million would go to a debt-
service reserve fund.

Commissioner Jimmie Stephens, according to the report, said he was
disappointed the creditors hadn't agreed to cap the interest rate
for the borrowing.

The bondholders' seven-page plan calls for the creation of an
independent sewer authority that would manage the system.  A
majority of its board members would be appointed by the governor.

                     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 $3.14 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.

A Chapter 9 filing Jefferson County would be the largest in U.S.
municipal history.


JIANGBO PHARMACEUTICALS: Cohen Milstein Investigates Firm
---------------------------------------------------------
Cohen Milstein Sellers & Toll PLLC is conducting an investigation
to determine whether Jiangbo Pharmaceuticals, Inc., and certain of
its officers and directors made false and misleading statements
and/or omissions in violation of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934.

A class action lawsuit has been filed in the U.S. District Court
for the Southern District of Florida by another law firm on behalf
of purchasers of the common stock of Jiangbo Pharmaceuticals, Inc.
(JGBO) between May 17, 2010 and May 31, 2011, inclusive.

Jiangbo purports to be engaged in the research, development,
production, marketing and sales of pharmaceutical products in
China.

The complaint alleges that Jiangbo and certain of its officers
and/or directors made materially false and misleading statements
and failed to disclose material facts concerning the Company's
operations, financial condition and certain financial
transactions.

After the market close on March 18, 2011, Jiangbo reported that
its Chief Financial Officer had resigned her position "due to
family reasons."  Although the Company reported that "[t]here were
no disagreements between Ms. Sung and the Company on any matter
relating to the Company's operations, policies or practices, which
resulted in her resignation," the price of Jiangbo shares fell
from $5.88 to $5.41 on the next trading day.  On the evening of
May 24, 2011, Jiangbo released its results for its third fiscal
quarter ended March 31, reporting that revenues and net income had
fallen.  The price of Jiangbo shares fell throughout this period
and last traded at $3.08 on May 31, 2011, when trading was halted
pending receipt of additional information requested by NASDAQ from
the Company.

On June 7, 2011 the Company filed an 8-K reporting that two
independent directors, who were also members of the Audit
Committee, had announced their immediate resignation from the
Company.  In a letter to the Company's board, they stated that the
"Company has created circumstances that force us to resign," and
revealed that, in response to an undisclosed SEC subpoena received
by Jiangbo on March 26, 2011, the Audit Committee had retained
outside firms to conduct an independent investigation into the
matters raised by the SEC and to provide forensic accounting
services in connection with that investigation.  The letter
further stated that "the conduct and statements by the Company and
those controlling and advising it have demonstrated a clear and
continuing lack of cooperation," as a result of which the internal
investigation was halted.  Moreover, their letter states, "the
manner and timing of the Company's payments to the Audit
Committee's advisers (Cadwalader and E&Y) raise additional serious
concerns regarding the veracity or correctness of banking
information provided by the Company."

On August 1, Jiangbo filed an 8-K reporting that it had received a
delisting notice from NASDAQ stating that NASDAQ staff "believes
that the continued listing of the Company's securities on Nasdaq
is no longer warranted and has determined to delist the Company"
due to "[p]ublic interest concerns . . . raised by the efforts of
the Company and its Chairman to obstruct the independent internal
investigation authorized by its Audit Committee, and the failure
to allow the Audit Committee to fulfill its responsibilities and
duties," as well as the Company's failure to comply with other
listing standards, including its failure to comply with Audit
Committee composition requirements.

Cohen Milstein encourages all investors who purchased Jiangbo
common stock between May 17, 2010 and May 31, 2011, or former
employees with information concerning this matter to contact the
firm.


KEVEN A MCKENNA: U.S. Trustee Seeks Dismissal Due to False Oath
---------------------------------------------------------------
The United States Trustee William K. Harrington filed a complaint
in the U.S. Bankruptcy Court for the District of Rhode Island,
saying that lawyer Keven A. McKenna, sole shareholder of Keven A.
McKenna, P.C., made a false oath or account by not disclosing the
Wells Receivable of the firm at the meeting of creditors conducted
on March 16, 2010.

According to Tracy Brenton at the Providence Journal, the U.S.
Trustee is asking a judge to deny Mr. McKenna's bankruptcy
petition because, he says, McKenna failed to disclose $93,000 in
legal fees he recently tried to collect from a Bristol estate, and
that he also misrepresented his monthly income in court papers.
The trustee also alleges that McKenna "failed to disclose" that he
paid his wife, Sheila Bentley McKenna (the former wife of ex-Mayor
Vincent A. Cianci Jr.) $58,250 in February 2009 and an additional
$55,000 on Oct. 23, 2009 -- the year before he filed for
bankruptcy.

The report says, in his Aug. 4 filing, Mr. Harrington lists
several things that he alleges Mr. McKenna knowingly lied about
under oath in his bankruptcy filing.  Among other things,
Harrington says that Mr. McKenna made "a materially false
statement" about his income.

Mr. McKenna stated in a court filing on April 27, 2010, that his
average monthly income was just $125.  "Only after inquiry by the
United States Trustee did the defendant file on June 24, 2010 an
amended form...disclosing total average current monthly income for
the six months prior to the filing of $18,153," Mr. Harrington
wrote.

                      About Keven A. McKenna

Keven A. McKenna filed for Chapter 11 bankruptcy for himself and
Keven A. McKenna law firm (Bankr. D. R.I. Case No. 10-10274)
on Jan. 25, 2010.  Mr. McKenna disclosed $751,000 in assets and
$45,700 in liabilities in his bankruptcy petition.  His firm
estimated debts of between $100,000 and $500,000.  Mr. McKenna's
case was dismissed but his personal bankruptcy protection claim
remains active as he continues to fight a Workers' Compensation
Court order that he pay his former paralegal Summer D. Stone for
injuries.

At the behest of the Official Committee of Unsecured Creditors,
the Bankruptcy Court on Nov. 18, 2010, appointed Providence
bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna
PC to take over management of the law firm.  Chief District Judge
Mary M. Lisi affirmed the Chapter 11 trustee appointment order in
a May 31, 2011 Memorandum and Order.


KOPPERS INC: S&P Affirms Corporate at 'BB-'; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh-based Koppers Inc. and parent company Koppers Holdings
Inc. to positive from stable. Standard & Poor's also affirmed all
the existing ratings, including the 'BB-' corporate credit rating,
on the companies.

"The positive outlook reflects our expectation that current
sustainable demand trends and profitability should continue to
support improving operations within Koppers' carbon materials and
railroad segments in the second half of 2011 and 2012," said
Standard & Poor's credit analyst Henry Fukuchi. "We also expect
these business conditions will continue to support strong
liquidity in the absence of increased acquisition spending and a
significant financial risk profile consistent with the ratings."

Despite the current economic uncertainty, Standard & Poor's
expects that the company's globally diverse operations,
sustainable global aluminum demand, and relatively stable railroad
business will more than offset difficulties related to the macro
environment.

The issue-level rating on Koppers' $300 million senior unsecured
notes due 2019 remains unchanged at 'B+' (one notch below the
corporate credit rating). The recovery rating is '5', indicating
the expectation for modest (10%-30%) recovery in the event of
default.

The ratings on Koppers reflect the company's fair business risk
profile supported by the consistency of its operating results and
its preservation of credit metrics in line with its financial
profile. With annual sales of approximately $1.4 billion, Koppers
is a leading provider of carbon compounds and commercial wood
treatment products. The company operates two divisions: carbon
materials and chemicals (65% of 2010 sales) and railroad and
utility products (35%).

Koppers' fair business risk profile includes the company's leading
market positions in its niches, reasonably stable operating
performance, and good geographic diversity with about 40% of sales
generated outside the U.S. The stability of the company's railroad
segment and its high percentage of long-term contracts, which
mitigate raw material pressures, aid operating performance.

"We expect modestly increased sales and improving operating
results in the next 12 months primarily from the carbon materials
and chemicals segment," Mr. Fukuchi said. "We also expect the
railroad and utility products segment to see modest growth in the
next 12 months because of increased crosstie procurement levels
relative to the last few years."

The company's financial profile benefits from strong liquidity and
a favorable debt maturity profile with no maturities until 2015
when its revolving credit facility is due. Offsetting these
strengths are Koppers' narrow business focus, the cyclicality of
its end markets, potential for increased debt supporting growth
through acquisitions, and an aggressive financial policy.


KT SPEARS: First Savers Bank Seeks to Foreclose on SC Property
---------------------------------------------------------------
First Savers Bank, a division of Plantation Federal Bank, asks the
U.S. Bankruptcy Court for the Southern District of Texas for
relief from the automatic stay to permit it to foreclose its lien
on a 65.94-acre tract of unimproved land in Richland County, South
Carolina owned by the Debtor, KT Spears Creek, LLC, and, if
necessary, to redeem the Property with respect to a tax sale.

The Debtor had borrowed $6,000,000 from First Savers Bank, secured
by the Property.  The loan is evidenced by the Debtor's promissory
note in the original amount of $6,000,000.  The Note is secured by
a first lien mortgage recorded in the real property records of
Richland County, South Carolina.  The Loan was renewed and
extended, most recently on January 26, 2010, David S. Elder, Esq.,
at Gardere Wynne Sewell LLP, in Houston, Texas, relates.

According to Mr. Elder, the Debtor has failed to make any payments
on the Note for more than a year.  On September 9, 2010, First
Savers Bank filed suit in Richland County, South Carolina, seeking
judicial foreclosure of its lien on the Property.  A foreclosure
sale has been scheduled for August 8, 2011.

The Debtor has also failed to pay the property taxes owing on the
Property.  On December 6, 2010, a tax foreclosure sale was noticed
and held, with the Property being sold to a third party.  The
unpaid taxes due were $359,675.  The final date to redeem the
Property is December 7, 2011, Mr. Elder informs the Court.

Due to the well-publicized problems in the housing market, the
Property is now worth far less than what it was worth in 2007.
The Debtor cannot -- or will not -- adequately protect First
Savers Bank's interest in the Property.  Mr. Elder tells the Court
that the Debtor (i) is not paying any interest or property taxes,
and (ii) has made no effort to develop the Property, or to market
the Property for sale.

There is no possibility of the Debtor successfully reorganizing in
Chapter 11.  Consequently, the stay should be lifted to allow the
Bank to foreclose its lien on the Property, Mr. Elder asserts.

                         About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.


K-V PHARMACEUTICAL: Incurs $174 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $174 million on $27.30 million of net revenues for the
year ended March 31, 2011, compared with a net loss of
$283.60 million on $9.10 million of net revenues during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$564.70 million in total assets, $938.70 million in total
liabilities, and a $374 million total shareholders' deficit.

BDO USA, LLP, in Chicago, Illinois, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.  Significant negative impacts on operating results
and cash flows from these actions include: recurring losses from
operations, a shareholders' deficit, and negative working capital;
the potential inability of the Company to raise additional capital
or debt financing; suspension of manufacturing; significant
uncertainties related to litigation and governmental inquiries;
and potential debt covenant violations.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010, and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

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

                       http://is.gd/oeTdfl

                About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.


LAX ROYAL: Court Grants Stay Relief to West Century Limited
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted, in part, the motion of West Century Limited
Partnership to lift the automatic stay in the Chapter 11 case of
LAX Royal Airport Center, L.P. with respect to property located at
5933 West Century Boulevard, in Los Angeles, California.

The stay will remain in effect subject to certain terms and
conditions set forth in a certain Adequate Protection Attachment,
which provides that the Debtor will make regular monthly payments
of $1,055 commencing on June 1, 2011.  According to the Adequate
Protection Attachment, the Debtor will also cure the postpetition
default computed from April 19 through May 31, 2011, in the sum of
$45,378.

                 About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
No request for the appointment of a trustee or examiner was made.


LEHMAN BROTHERS: LBI Trustee Has Deals For Return of $263-Mil.
--------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., entered into an
agreement which requires the brokerage to return US$2,229,915 to
TCG Holdings Cayman II LP.

The trustee also inked similar agreements with JPMorgan Chase
Bank N.A. and The Bank of New York Mellon, which require the
return of funds erroneously transferred to LBI's bank accounts.

Full-text copies of the agreements are available without charge
at:

  http://bankrupt.com/misc/LBHI_StipBNYmisdirectedtransfer.pdf
  http://bankrupt.com/misc/LBHI_StipJPMmisdirectedtransfer.pdf
  http://bankrupt.com/misc/LBHI_StipTCGmisdirectedtransfer.pdf

In addition, the LBI Trustee entered into a stipulation requiring
Bank of America, N.A., Merrill Lynch International Bank Limited,
and other affiliates, to pay $261,000,000 in connection with the
close-out of its transactions.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: US Bank Wins OK to Foreclose on Hawaii Land
------------------------------------------------------------
U.S. Bank National Association represents that it is the current
holder of a mortgage executed on June 2, 2006, by Romeo Fernandez
Andres, Jr. and Melicia Magsandie Tabuyo Ulep, as mortgagors in
favor of Debtor BNC Mortgage LLC, and transferred to Mortgage
Electronic Registration Systems, Inc., as nominee for BNC, as
security for the repayment of the original principal sum of
$584,000 due under a note.  The Mortgage granted MERS, as nominee
for BNC, a security interest in certain real property located at
1182 Manuwa Dr., in Honolulu, Hawaii.

U.S. Bank also represents that the Mortgage was assigned to U.S.
Bank and that it is the Trustee for SAIL 2006-BNC3, and that SAIL
2006-BNC3 is the current holder of the Note.

The Debtors have determined that there was a junior lien on the
Property held by MERS, as nominee for BNC, securing the repayment
of $146,000 due under a note.

U.S. Bank represents that it initiated a foreclosure proceeding
against the Property in the Circuit Court of the First Circuit,
State of Hawaii on November 9, 2009.

The Debtors have reviewed BNC's records and determined that BNC
previously transferred its interests in the Mortgage and the
Second Mortgage to Lehman Brothers Bank, FSB, now known as Aurora
Bank FSB, on or about July 24, 2006, and that, thereafter, the
Mortgage and the Second Mortgage were further transferred to
Lehman Brothers Holdings Inc. on or about August 25, 2006, then
to Structured Asset Securities Corporation on or about August 25,
2006, and finally to SAIL 2006-BNC3, a non-debtor securitization
trust on or about August 25, 2006.

As a result of the transfers, neither BNC nor any of the other
Debtors held a direct interest in the Mortgage or the Second
Mortgagee as of the Petition Date.

Due to the Debtors' usage of MERS as nominee, however, a record
of the BNC's former interest in the Mortgage and the Second
Mortgages may remain on the local property records, creating an
impediment to U.S. Bank's acquisition of insurable title to the
Property.

Accordingly, the Debtors and U.S. Bank sought and obtained
approval of a stipulation partially modifying the automatic stay
in BNC's Chapter 11 case to allow U.S. Bank to exercise its non-
bankruptcy rights and remedies as to the Property including, but
not limited to, foreclosure.

U.S. Bank is represented by:

         Thomas J. Berger, Esq.
         Steven T. Iwamura, Esq.
         CLAY, CHAPMAN, IWAMURA, PULICE & NERVELL
         700 Bishop Street, Suite 2100
         Honolulu, Hawaii 96813
         Tel: (808) 535-8400

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: NY Court Trims Class Claims in Securities Suit
---------------------------------------------------------------
Judge Lewis Kaplan of the U.S. District Court for the Southern
District of New York entered a 106-page opinion on July 27, 2011,
granting in part and denying in part motions to dismiss a third
amended class action complaint alleging violations of federal
securities laws relating to the 2008 collapse of Lehman Brothers
Holdings Inc.

In the complaint, a group of plaintiffs, which including pension
funds, companies, and individuals that purchased Lehman debt and
equity securities, sued Lehman's former officers, directors, and
auditors, as well as underwriters of the securities, under
Sections 11, 12, and 15 of the Securities Act of 1933 and
Lehman's former officers and auditors under Sections 10(b),
20(a), and 20A of the Securities Exchange Act of 1934 and Rule
10b-5.

The plaintiffs allege that a May 30, 2006 shelf registration
statement, a base prospectus, and various prospectus, product,
and pricing supplements pursuant to which Lehman issued over
$31 billion in debt and equity securities were false and
misleading.  Specifically, the plaintiffs assert that the
offering materials were false and misleading because "they
incorporated by reference Lehman's financial statements, which in
turn contained misleading statements and omissions concerning
Lehman's (1) use of "Repo 105" transactions and their effect on
Lehman's reported net leverage, (2) risk management policies, (3)
liquidity risk, (4) concentrations of credit risk, and (5) the
value of Lehman's commercial real estate holdings." They also
allege that certain former officers made "false and misleading
oral statements about most of these subjects."

The case, according to Judge Kaplan, concerns more than $31
billion in Lehman debt and equity securities issued pursuant to
the May 30, 2006 shelf registration statement.

Judge Kaplan, according to the Wall Street Journal, rejected the
defendants' attempt to dismiss the entire case, but he threw out
some claims, particularly some of those against Ernst & Young
LLP, Lehman's independent auditor.  The judge did allow a claim
to continue alleging that E&Y made misstatements in July 2008
about Lehman's compliance with accounting rules when in fact E&Y
was aware of the bank's use of Repo 105s, which "cast into doubt"
whether its balance sheet was consistent with generally accepted
accounting principles.

Steve Singer, an attorney for the plaintiffs, told the Journal
that he was pleased with the ruling.  The "vast majority" of the
case will go forward, he said, including the core allegations,
and all of the defendants remain in the case, the report said.

Michael Chepiga, an attorney for Christopher O'Meara and Joseph
Gregory, two former Lehman executives who are defendants, said
the judge's ruling was "a long, complicated opinion with a lot of
issues.  We're studying it closely," he told the Journal.

Ernst & Young, said in a statement that it was "pleased that
Judge Kaplan's ruling dismisses most of the claims against us in
this matter, and we strongly believe that we will ultimately
prevail on the remaining claim."  Adam Wasserman, an attorney for
Lehman's independent directors, said he was "confident" that the
evidence "will demonstrate that the independent directors acted
diligently and appropriately."

A full-text copy of Judge Kaplan's Opinion is available for free
at http://is.gd/a9LFU1

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: U.K. High Court OKs "Flip Clauses" in Dante Notes
------------------------------------------------------------------
The United Kingdom Supreme Court entered a ruling July 27, 2011,
holding that a Lehman Brothers Holdings Inc. affiliate couldn't
get its hands on $100 million from noteholders because a so-
called "flip" clause that gave noteholders priority when Lehman
went belly-up wasn't designed to skirt bankruptcy laws, Eric
Hornbeck of BankruptcyLaw360 reported.

In the case, titled Belmont Park Investments Pty Limited v BNY
Corporate Trustee Services Limited and Lehman Brothers Special
Financing Inc [2011] UKSC 38, the Court considered the validity
and enforceability of so-called "flip" clauses under English
bankruptcy law.

The dispute, according to the news agency, centers around complex
synthetic swap and collateralized debt obligation transactions
between Lehman, the noteholders and special purpose vehicles set
up as part of the deal.  It involved a synthetic CDO known as
Dante, valued at $12.5 billion at the time of Lehman's collapse
in September 2008, the Wall Street Journal related.

Clayton UTZ explained that flip clauses are common in rated
structured finance and securitisation transactions, and
effectively reverse or flip a party's priority in the relevant
payment waterfall below the payment of obligations owed to other
creditors following certain events.  In the Lehman case, the UK
Supreme Court reaffirmed the earlier decisions of the English
High Court and Court of Appeal that the flip clause under
consideration was valid and enforceable in the circumstances and
did not offend the anti-deprivation principle under English
bankruptcy law.

Clayton UTZ further explained that credit-linked notes were
issued by a special purpose vehicle established by Lehman
Brothers as issuer.  The proceeds of issue were used to purchase
collateral comprising "AAA" rated securities.  The collateral was
charged by the issuer in favour of BNY Corporate Trustee Services
Limited as trustee to secure the issuer's obligations under the
notes and under a related credit default swap entered into with
Lehman Brothers Special Financing Inc. as swap counterparty.
Lehman Brothers Holdings Inc., as guarantor, guaranteed the
obligations of the swap counterparty under the credit default
swap.

The related transaction documents contained a flip clause whereby
the swap counterparty's priority over the noteholders in relation
to the proceeds of enforcement in respect of the collateral would
reverse or flip if there was an event of default under the swap
transaction and the swap counterparty was the defaulting party.
On September 15, 2008, the guarantor filed for Chapter 11
protection under the US Bankruptcy Code and the swap counterparty
did the same on October 3, 2008.  Chapter 11 bankruptcy
proceedings involving either the guarantor or the swap
counterparty was an event of default under the swap transaction
in relation to which the swap counterparty was the defaulting
party.

Clayton UTZ noted that the swap counterparty claimed that the
flip clause giving noteholders priority to the proceeds of
enforcement of the charge over the collateral ahead of the swap
counterparty was void, as it offended the "anti-deprivation"
principle under English bankruptcy law.  The swap counterparty
argued that by modifying its right of priority to the proceeds of
enforcement following its bankruptcy, the flip clause unlawfully
deprived it of property to which it was entitled in its
bankruptcy.

The English High Court, in the first instance, found that the
flip clause as a matter of English law was effective and did not
offend the anti-deprivation rule, Clayton UTZ related.
Alternatively, if the clause was capable of offending the anti-
deprivation rule, the rule did not apply in this case, the news
agency noted.

The flip clause took effect when the guarantor filed for Chapter
11 protection and not when the swap counterparty subsequently
filed for Chapter 11 protection, therefore the effect of the
clause did not deprive the swap counterparty of any property as a
result of its own Chapter 11 filing, Clayton UTZ related.

                   UK Supreme Court decision

In considering the enforceability of the flip clause, Clayton UTZ
pointed out that the UK Supreme Court identified these essential
elements for the anti-deprivation rule to apply:

  -- There must be a deliberate intention to evade the
     insolvency laws; and

  -- the deprivation must take place as a result of bankruptcy.

Focusing on the essential elements of the anti-deprivation
principle, the Court held that the current transaction, including
the application of the flip clause, was a commercial transaction
entered into in good faith and there was no suggestion that the
flip clause was deliberately intended to evade insolvency laws.
In particular, the flip clause could have applied in any number
of other non-bankruptcy events that would have constituted an
event of default under the swap transaction and was intended to
deal with credit risk on the swap counterparty, which was a
material factor in the notes obtaining a "AAA" rating, Clayton
UTZ further related.

"It would go well beyond the proper province of the judicial
function to discard 200 years of authority, and to attempt to
rewrite the case law in the light of modern statutory
developments," wrote Lord Lawrence A. Collins in a 73-page
decision finding that the provisions are legal, the Journal
related.  Rules intended to prevent the withdrawal of assets from
a bankrupt estate are "too well established to be discarded
despite the detailed provisions set out in modern insolvency
legislation, all of which must be taken to have been enacted
against the background of the rule," he wrote.

The Supreme Court decision, according to Clayton UTZ, lays to
rest some of the uncertainty surrounding the effectiveness under
English law of flip clauses used in structured finance and
securitisation transactions since the original case was heard in
the UK courts in 2009.  At the same time, the decision remains in
conflict with the US bankruptcy court's decision in a similar
case decided in January 2010 which found that the flip clause,
being an ipso facto clause, was unenforceable under US bankruptcy
law, the law firm noted.

Unfortunately, while leave was granted by the US District Court
to appeal the US bankruptcy court decision, the case was settled
and the appeal was subsequently withdrawn, Clayton UTZ related.
Accordingly, the US bankruptcy court decision remains law in the
US and continues to generate considerable uncertainty over the
enforceability of flip clauses used in structured finance and
securitisation transactions with a US nexus.

". . . the decision of the U.K. Supreme Court has no impact on
U.S. Bankruptcy Judge Peck's "flip clause" decisions, which
remain the law of the case within the consolidated Lehman
bankruptcy proceedings," Locke McMurray, head of the legal group
in Lehman Brothers Holdings' derivatives unit, told the Journal
in an e-mailed statement.

Attorney Jean-Pierre Douglas-Henry, who represented the Belmont
investors, issued a statement saying that the Supreme Court
ruling validated English law, according to the Journal.  "English
law means what it says and can be relied upon in English law-
governed financial products and instruments," said Mr. Douglas-
Henry, a litigator at the firm of Lawrence Graham, the Journal
noted.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Bundesbank Loses Bid for Control of $4.1BB Notes
-----------------------------------------------------------------
A court in the United Kingdom ruled on Aug. 1 that Germany's
Bundesbank cannot take control of a $4.1 billion pool of
securitized debt created by Lehman Brothers Holdings Inc. just
before the New York investment giant's 2008 collapse, according
to Pete Brush of BankruptctyLaw360.

At the heart of the dispute is whether Excalibur Funding No.1
PLC, a special purpose investment vehicle formed by Lehman three
months prior to its collapse, defaulted on an agreement that
would have handed senior noteholder Bundesbank control over the
packaged assets, the news agency related.

LBHI holds 98.1% of the claims against LB RE Financing No. 3
Limited, which is the holder of EURO722,181,000 Class B Note due
2054 issued by Excalibur Funding.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIFE UNIVERSITY: Moody's Affirms Ba3 Rating on Series 2008 Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed its Ba3 rating on Life
University's Series 2008 Revenue Bonds issued by the Development
Authority of the City of Marietta. The rating outlook is stable.

SUMMARY RATING RATIONALE

The Ba3 rating reflects Life University's narrow market niche and
limited financial resource base. Credit strengths include growing
revenue base and healthy cash flow in support of debt service.
Credit challenges include limited revenue diversity, high reliance
on availability of acceptable student loans, and thin liquidity to
weather any revenue disruptions. The stable outlook reflects
expected continuation of momentum in student revenue growth and
healthy cash flow from operations.

CHALLENGES

* Narrow market focus with the majority of Life's students
  enrolled in its Chiropractic College and vulnerable to flex in
  demand for chiropractic education; other undergraduate programs
  in wellness-related fields face significant competition from
  area public and private universities.

* Small revenue base, with a $42 million of operating revenues in
  FY 2010, remaining below Moody's median for Baa-rated private
  universities of $71 million. Revenue growth will be crucial to
  the University's financial health, as peak debt service of $6.3
  million (in 2038) amounts to 12% of draft FY 2011 operating
  expenses.

* Limited balance sheet cushion supporting debt and operating
  expenses; $10.9 million of expendable financial resources (based
  on audited FY 2010 data) provide limited financial flexibility
  relative to debt (0.16 times) and operations (0.25 times).

* Limited fundraising with average gift revenue of $2.4 million
  per year through FY 2010. Donor support will be important in
  diversifying the University's highly concentrated revenue
  sources (student charges made up 95% of operating revenues in FY
  2010) as well as achieving its various strategic initiatives.

STRENGTHS

* Sustained rebound in enrollment following sharp decline in 2003
  related to accreditation issues. Student market position led by
  Doctor of Chiropractic program, which generated approximately
  84% of net student tuition and fees in FY 2010. Full-time
  equivalent enrollment for the fall of 2010 was 2,312, up 6% from
  the prior year. Net tuition revenue grew 7% in FY 2010 to $38.1
  million and increased another 12% in FY 2011 based on
  preliminary, unaudited results.

* Healthy fiscal discipline as operating cash flow of 15.5%
  covered debt service by 1.8 times as calculated by Moody's in FY
  2010.

* Credit profile aided by mortgage pledge of property for the
  entire campus located in Marietta, 18 miles northwest of
  downtown Atlanta.

* Healthy growth in revenues derived from debt-financed capital
  investments including student housing and dining. Unaudited
  results for FY 2011 show a 12% increase in auxiliary revenue up
  to $2.4 million.

* The University's debt is all fixed rate with relatively level
  debt service.

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: Gross revenue pledge, first mortgage pledge of
University real property and cash funded debt service reserve fund
equal to maximum annual debt service. Other features include a
rate covenant of 1.20 times. There is also a Liquidity Covenant of
80 Days' Cash on Hand beginning with the fiscal year ending June
30, 2009 as well as a Long-Term Indebtedness Ratio requirement of
at least 0.15 times. For FY 2011 the Debt Service Coverage Ratio
was 1.70 times as compared to the 1.20 times requirement. For FY
2011 the Days Cash on Hand calculation based on preliminary data
was 80.21 as compared to the 80.00 requirement. The University,
however, did not pass the Days Cash on Hand measured as of 30 June
2010 with 65.17 Days Cash on Hand. With impact from seasonal cash
flow the test passed on 30 September 2010 (174.06 days) but then
failed at 31 December 2010 (68.78 days). There was a similar
quarterly pattern in FY 2010 with the Long-Term Indebtedness
Coverage Ratio. Failure to meet the required covenants in any two
consecutive quarters could trigger the University's requirement to
transfer all Revenues to the Trustee on a daily basis. The
covenant failures as of 30 June 2010 did trigger the need to hire
a Financial Consultant within 60 days. The University employed
Becker Capital & Finance that posted a report on 10 March 2010.

DEBT-RELATED DERIVATIVE INSTRUMENTS: None.

RECENT DEVELOPMENTS

Based on unaudited results for FY 2011, the University had healthy
revenue growth, up 12.9% to $47 million, based on Moody's
approach. Operating expenses increased by 7.1%, supporting a
healthy improvement in operating cash flow margin to 20.9% from
15.5% in FY 2010.

Management reports summer term 2011 headcount enrollment is up 7%
from the prior year to 2,296 students. Preliminary figures for the
fall semester College of Chiropractic show 591 completed
applications with 300 accepted students.
Outlook

Moody's stable outlook reflects Moody's expectations of continued
balanced operations, sustained rebuilding of enrollment revenues
and steady rebuilding of flexible reserves.

What Could Change the Rating UP

Consistently strong cash from operations in support of debt
service, revenue growth, and an increase in revenue diversity,
including diversity of tuition revenue; material financial
resource growth and limited additional debt.

What Could Change the Rating DOWN

Enrollment losses leading to further financial instability;
weakening of financial resource levels or operating performance.

KEY DATA AND RATIOS (Fiscal year 2010 financial data; fall 2010
enrollment data):

Total enrollment: 2,312 full-time equivalent students

Total comprehensive debt: $69.1 million

Expendable financial resources: $10.9 million

Expendable resources to pro forma debt: 0.16 times

Expendable Resources to Operations: 0.225 times

Net Tuition per Student: $17,465

Average Operating Margin (3 years): -1.7%

2010 Operating Cash Flow Margin: 15.5%

Average actual debt service coverage: 1.9 times

Operating Revenues: $47 million

Monthly Liquidity: $6 million

Monthly Days Cash on Hand: 56 days (based on Moody's methodology)

RATED DEBT

Series 2008: Ba3

The principal methodology used in this rating was Moody's Rating
Approach for Private Colleges and Universities published in
September 2006.


LOS ANGELES DODGERS: Can Make Payments to Players and Announcers
----------------------------------------------------------------
Los Angeles Dodgers LLC sought and obtained an order from the U.S.
Bankruptcy Court for the District of Delaware authorizing it to
perform all obligations under the collective bargaining agreement
with Major League Baseball and the Major League Baseball
Association, and with the American Federation of Television and
Radio Announcers.

The Debtor sought to perform all financial obligations under the
CBAs, including those accrued before the Petition Date.

In relation to the MLB CBA, the Debtor is obligated to pay
$92,569,000, exclusive of signing bonuses, on account of
guaranteed player contracts for the 2011 season.  The Debtor has
already paid $10,000,000 in deferred compensation this year and is
required to make another payment of $10,500,000 in deferred
compensation on June 30, 2011.  Under the terms of the MLB CBA,
the Debtor is also required to reserve more than $18,000,000 in
July 1, 2011, to pre-fund deferred compensation that is not
payable to the players at issue until 2012.

The MLB CBA also provides for a revenue sharing plan among the 30
Major League Baseball clubs.  Higher revenue teams, such as the
Dodgers, share a portion of their revenues with lower revenue
teams in an effort to promote a competitive balance on the field.
The Debtor is obligated to make a revenue sharing payment of
roughly $4,000,000 at the end of July.

According to the Debtor, a significant portion of its revenue
comes from the sale of television and radio broadcast rights.  Its
radio and television broadcasters are members of the AFTRA.  The
AFTRA CBA governs, among other things, the compensation of the
Debtor's broadcasters.  Thus, the Debtor has entered into
contracts, which require wages to be paid on its regularly
scheduled semi-monthly pay dates.

The Debtor asserted that failure to assume the CBAs, even if
legally possible, would doom its reorganization case as the Debtor
would be without baseball players and announcers.

The Court's Order authorizes, but does not require, the Debtor to
perform all obligations under the CBAs and make all payments
required pursuant to the CBAs, including player salaries, deferred
compensation and revenue sharing.  However, these payments may
only be made in accordance with the terms of any order approving
and authorizing postpetition financing and any applicable budget.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.


LOUISIANA HOUSING: S&P Raises Rating on Revenue Bonds From 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'AA+' from 'B+' the
rating on Louisiana Housing Finance Agency's series 2007
multifamily housing revenue bonds, issued for the Ginnie Mae
collateralized mortgage loan-Spanish Arms Project. The outlook is
negative. The rating is based on S&P's opinion of:

    Very strong credit support of the Ginnie Mae mortgage-backed
    security;

    Very strong cash flows run at zero reinvestment income with an
    opening parity of 102.14%; and

    Very strong investments in 'AAAm' rated Federated Treasury
    Obligation Fund.

The rating is constrained by the 'AA+' rating on the United States
of America. "On May 12, 2010, the issue was included in a rating
action where we placed our ratings on certain housing issues on
CreditWatch with negative implications due to revised criteria for
certain federal government-enhanced housing transactions. Our
revised criteria affect government-enhanced housing transactions
where funds are invested in money market funds and other
investments with no guaranteed rate of return. In September 2010,
Standard & Poor's lowered the rating to 'B+' from 'AAA' based upon
updated cash flow statements, assuming zero reinvestment for all
scenarios as set forth in the related criteria articles. The cash
flow projections indicated that assuming no reinvestment earnings
that there will be insufficient revenues to pay regularly
scheduled debt service starting on the Sept. 20, 2017, interest
payment date," S&P related.

Standard & Poor's has since received updated cash flows as of July
5, 2011, showing that based on zero reinvestment assumptions, all
costs associated with the bonds will be paid on time and in full
until maturity. The cash flows take into account a loan
modification that occurred in August 2009, which affected
the loan amortization schedule. In addition, the carryforward
amounts, which must be maintained prior to redemptions from
excess, have been adjusted and are reflected in the updated cash
flow statements.

In the event that the security prepays, cash flows indicate
sufficient assets to cover the reinvestment risk based on the 15-
day minimum notice period required for special redemptions.


MAJESTIC CAPITAL: Committee Wins OK for Jager Smith as Counsel
--------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York has authorized the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Majestic Capital, Ltd., and its debtor affiliates to retain the
law firm of Jager Smith P.C. as its counsel effective as of
June 27, 2011.

Jager Smith will, among other things:

   a. attend hearings, draft pleadings and generally advocate
      positions that further the interests of the creditors
      represented by the Committee;

   b. assist in the examination of the Debtors' affairs and a
      review of their prepetition operations; and

   c. advise the Committee as to the progress of the Chapter 11
      cases.

Jager Smith's rates vary with the experience and seniority of the
attorneys involved in a particular matter.  Jager Smith will
charge a blended rate of $460 per hour for the services to be
rendered on behalf of the Committee.

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

The firm can be reached at:

         Bruce F. Smith, Esq.
         Steven C. Reingold, Esq.
         JAGER SMITH P.C.
         485 Madison Avenue, 20th Floor
         New York, NY 10022
         Tel: (212) 683-3520
         E-mail: bsmith@jagersmith.com
                 sreingold@jagersmith.com

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C. represent the Official Committee of Unsecured Creditors.  The
Committee has also tapped J.H. Cohn LLP as its financial advisors.


MAJESTIC CAPITAL: Committee Hires J.H. Cohn as Financial Advisor
----------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York has authorized the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Majestic Capital, Ltd., and its debtor affiliates to retain J.H.
Cohn LLP as its financial advisors, effective as of July 6, 2011.

J.H. Cohn will, among other things:

   a) analyze and review key motions to identify strategic
      case issues;

   b) gain an understanding of Debtors' corporate structure
      and related parties; and

   c) perform a preliminary assessment of the Debtors'
      financial condition.

J.H. Cohn's normal billing rates for the financial advisory
services of the nature to be rendered to the Committee are:

         Partner                                $580 - $790
         Managers, Senior Managers, Directors   $420 - $610
         Other Professional Staff               $260 - $400
         Paraprofessionals                         $180

As an accommodation to the Committee, J.H. Cohn has agreed to a
10% discount on these rates.

To the best of Committee's knowledge, J.H. Cohn is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C. represent the Official Committee of Unsecured Creditors.  The
Committee has also tapped J.H. Cohn LLP as its financial advisors.


MANISTIQUE PAPERS: Wins Cash Collateral Lifeline
------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Manistique Papers
Inc. won access to a short-term lifeline of cash collateral Monday
as its primary bank lender, RBS Citizens NA, said it would seek to
convert the Delaware bankruptcy case to a Chapter 7 liquidation.

According to Law360, U.S. Bankruptcy Judge Kevin J. Carey signed
off on an order allowing the company to use RBS' collateral on an
emergency basis, keeping the paper mill afloat until Aug. 26. MPI
filed for Chapter 11 protection on Friday, one week after RBS
refused to extend additional credit.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.

Manistique Papers Inc. filed for Chapter 11 bankruptcy protection
(Bankr. District of Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represent as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MANISTIQUE PAPERS: Closed Paper Mill in Chapter 11
--------------------------------------------------
Manistique Papers Inc., a 97-year-old producer of recycled paper
products, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
11-12562), estimating assets of $10 million to $50 million and
debt of $50 million to $100 million.

Manistique Papers filed for bankruptcy protection one week after
halting operations and announcing it would seek a buyer in
bankruptcy, according to Lance Duroni at Bankruptcy Law360
reports.

The Manistique, Michigan-based company, also known as MPI, was the
first manufacturer of recycled content newsprint in North America.
Since the beginning of 2011, MPI has been hit with a one-two
punch: raw material costs that surged by $1 million per month and
a 30% decline in orders for its paper products, according to a
declaration from General Manager Jon Johnson, Law 360 reports.

The Company ceased production Aug. 5, according to Bloomberg News.

Bloomberg News discloses that the paper mill's largest unsecured
creditors include Houston-based WM Recycle America LLC, with a
claim of $2.3 million; Cloverland Electric, based in Dafter,
Michigan, with a claim of $1.5 million; and Continental Paper
Grading Co., based in Chicago, with a claim of $552,707.

Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, serve as
counsel to the Debtor.

A case summary for Manistique Papers is in the Aug. 15, 2011
edition of the TCR.


MARK PHILLIPS: Beaconlight Guesthouse Set for Oct. 20 Auction
-------------------------------------------------------------
Craig M. Douglas at the Boston Business Journal reports that the
Beaconlight Guesthouse, a 14-room bed and breakfast located steps
from Provincetown's prime commercial district, is scheduled to be
sold during an October 20 foreclosure auction.

The inn was originally slated to be auction Aug. 18, however that
event has been postponed to Oct. 20 at 11 a.m.  The sale is being
managed by Daniel McLaughlin & Co. of Boston, notes Mr. Douglas.

According to the report, the 161-year-old inn is owned by 12
Winthrop Street Realty Trust, a Massachusetts LLC owned by Mark
Lee Phillips of Provincetown.  Mr. Phillips acquired the gabled,
wood-shingled property for $2.45 million in March 2005.  The
seller in that transaction was another state LLC registered to
Trevor Pinker and Stephen Mascilo, both of Provincetown.

The planned auction comes roughly a year after Phillips
voluntarily filed for Chapter 11 bankruptcy protection.

The report notes the deal was financed in part by a $1.7 million
mortgage from Seamens Bank, one of Cape Cod's largest locally
based lenders.  Public filings also indicate a second mortgage, a
$385,000 debt, also was originated by New Horizons International
Corp. the same day of the closing.

Mark Lee Phillips filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 10-16332) on June 9, 2010.  Alex M. Rodolakis, Esq., at
Gilman, McLaughlin & Hanrahan LLP, in Hyannis, Massachusetts,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million.



MARMC TRANSPORTATION: Court OKs Stipulation to Pay Sale Proceeds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming approved the
stipulation entered among Marmc Transportation, Inc., Wells Fargo
Equipment Finance, Inc., Wells Fargo Bank, N.A., and Dave and
Marcille Sundem.

The parties assert interest in the Debtor's assets, which were
sold as part of the administration of its bankruptcy estate.

The Bank holds an over-secured senior position mortgage against
real estate and security interest attached to the sale proceeds
derived from Marmc's sale of real estate to Oilfield Country
Tubular, LLC for the price $640,000.

The Bank held an over-secured senior perfected security interest
against non-titled equipment sold by Marmc to Hemphill Trucking
with a value of $355,000, and security interest attached to the
sale proceeds derived from said equipment sale.

WFEI holds an over-secured senior lien position against Marmc's
equipment and vehicles that were sold, which lien attached to the
proceeds derived from said sale.

Sundems claim a secured judgment lien in the base amount of
$159,611 against all real property owned by Marmc as of the date
of Marmc's bankruptcy filing.

The stipulation dated as of July 29, 2011, provides for, among
other things:

   -- payment of the cash collateral sale proceeds to Wells Fargo
   Equipment Finance, Inc. and Wells Fargo Bank;

   -- Sundems will withdraw the objection to the payment upon the
   execution of the stipulation by all the parties;

   -- Marmc will segregate and hold the sum of $159,611 in the
   Debtor-in-Possession account created for the deposit of sale
   proceeds at Wells Fargo Bank;

   -- Marmc will distribute the $995,000 to Bank from the proceeds
   of the sales upon the execution of this stipulation by all the
   parties, and upon receipt of said funds Bank will immediately
   provide Marmc with an accounting as to the application of these
   funds;.

   -- all valid liens, mortgages or other encumbrances that
   attached to Marmc's real estate or personal property are not
   intended to be invalidated by the distribution of the sale
   proceeds to Bank, nor will Marmc argue the same.  Such liens,
   mortgages or other encumbrances will continue in full force and
   effect against the real estate and personal property and all
   remaining proceeds from the sales thereof.

   -- All valid liens, mortgages, or other encumbrances which
   attached to the sale proceeds from the sale of the real
   property to Oil Country Tubular, LLC will not be invalidated by
   any distribution of the sale proceeds as outlined herein and
   these other valid liens, mortgages, or other encumbrances shall
   attach to the remaining real property owned by Marmc; thus,
   giving these other creditors the indubitable equivalent to
   their claims which attached to the real property sold to Oil
   Country Tubular.

                 About MarMc Transportation, Inc.

Headquartered in Mills, Wyoming, MarMc Transportation, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-
20653) on June 3, 2010.  Stephen R. Winship, Esq., at Winship &
Winship, PC, assists the Company in its restructuring effort.  The
Company estimated $10 million to $50 million in assets and up to
$10 million in debts in its Chapter 11 petition.


MERIT GROUP: Morgan Joseph Managed Sale to Centre Lane Partners
---------------------------------------------------------------
Morgan Joseph TriArtisan LLC's Financial Restructuring Group was
the investment banker for The Merit Group Inc., of Spartanburg,
S.C., the leading nationwide supplier of paint sundries, and
managed its sale which resulted in the company being bought by the
private equity firm of Centre Lane Partners, based in New York
City.  The Merit Group had filed a voluntary Chapter 11 petition
on May 17, 2011.

"With the very capable assistance of the Morgan Joseph team we
were able to find a highly suitable partner and emerge from
bankruptcy in just 75 days," said Mitch Jolley, who recently
returned as President and CEO of Merit Group.  "This speedy and
very successful process has enabled us to maintain our position
with many of our customers and suppliers, allowing The Merit Group
to remain the leading, nation-wide supplier of paint sundries.
The swift resolution of the bankruptcy also allowed us to keep
intact our very talented people, who are a major asset for us.  We
also are especially appreciative of having Centre Lane as our new
owners, and they are already providing valuable assistance as we
move forward."

"The Merit Group was a textbook example of a good company that had
been saddled with a troubled balance sheet and a lack of
liquidity.  The Company's history and strong market position
resonated with the buyer universe, which enabled our group to move
rapidly and identify a suitable purchaser that recognized the
company's intrinsic value," said Jay Jacquin, a Director in the
Financial Restructuring Group.  "With Centre Lane's capital and
operational focus, combined with Mitch Jolley's broad experience,
we expect the company to quickly regain its stride and be stronger
than ever within a short period of time."

Merit Group, which at the time of its filing disclosed total debt
of $100 million, including $37 million of unsecured trade debt,
was purchased for $46 million.

Members of the Morgan Joseph TriArtisan Financial Restructuring
Group that participated in the transaction included James Decker,
Managing Director and Head of the Group, Jay Jacquin, James
Hadfield and Andrew Joy.  Merit's legal advisor was the McNair Law
firm in Columbia, S.C.

                 About Centre Lane Partners

Centre Lane Partners is a private investment firm focused on
making debt and equity, control and non-control, investments in
North American middle market companies.  Centre Lane targets
companies with revenues between $20 and $500 million that have
leading market positions and sustainable competitive advantages in
their respective niches.  It seeks to invest $5 to $50 million per
transaction. Industries targeted for investment are broad and
diverse with no industry excluded from its consideration set.

               About Morgan Joseph TriArtisan

Morgan Joseph TriArtisan LLC ( www.mjta.com ) is an investment
bank engaged in providing financial advice, capital raising and
private equity investing. The firm's services include mergers,
acquisitions and restructuring advice, in addition to private
placements and public offerings of equity and debt, as well as
research and trading services for institutional clients.

                       About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corporate
---------------------------------------------------------
Moody's Investors Service affirmed the ratings for Midcontinent
Communications, a cable multiple system operator partly owned by a
subsidiary of Comcast Corporation, on the announcement that the
company is upsizing its senior secured credit facilities by $100
million to fund the acquisition of US Cable's Minnesota
properties. In addition to the new financing, Moody's expects the
company to partially draw on its $125 million revolving credit
facility to fund the full purchase price. As part of the rating
action, Moody's affirmed the company's B1 Corporate Family Rating
(CFR) and B2 Probability of Default Rating (PDR), along with the
B1 ratings on the company's first lien bank credit facilities
(comprised of a 5-1/2 year $125 million revolving credit facility,
a 5-1/2 year $200 million Term Loan A and a 6-1/2 year $350
million Term Loan. The rating outlook is stable.

Downgrades:

   Issuer: Midcontinent Communications

   -- Senior Secured Bank Credit Facility, to LGD3, 37 % from
      LGD3, 35 %

Midcontinent's B1 Corporate Family Rating reflects the company's
modest scale, limited geographic reach and moderately high pro
forma financial leverage (with debt-to-EBITDA of approximately
4.9x (incorporating Moody's standard adjustments). Moody's does
note that the company's leverage has increased over the past year
from its historic 3.0x to 3.5x levels, due to last year's $320
million partnership distribution and the pending acquisition of US
Cable's Minnesota properties. Still, Moody's believes that the
leverage rise is transitory and the rating is supported by
management's conservative fiscal policies, as demonstrated by a
history of operating the company with relatively low financial
leverage and explicit commitment to reduce debt with excess cash
flow on an expedited basis in future periods. Moody's expects that
the company will decrease leverage to the low 4 times range with
free cash flow generation, albeit modest (at less than 5% of
debt), within the next two years. While Midcontinent's partnership
with Comcast does provide near-term benefits including purchasing
leverage and operational counsel which support margins, there is
risk related to the incurrence of additional debt to repurchase
Comcast's 50% interest (should Comcast choose to exit the
partnership early, after the remaining three-year no-optionality
period, but prior to expiration of the recently amended ten-year
agreement). Midcontinent does not compete with either FiOS or U-
Verse, but does remain rather substantially exposed to
overbuilders and/or incumbent cable competitors in approximately
35% of its footprint, proforma for US Cable.

The principal methodology used in rating Midcontinent was Moody's
Global Cable Television Industry Methodology, published in July
2009 and available on www.moodys.com in the Rating Methodologies
sub-directory under the Research & Ratings tab. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Midcontinent Communications, headquartered in Minneapolis,
Minnesota, is a cable multiple system operator serving over
205,062 subscribers in the states of North Dakota, South Dakota
and Minnesota. Comcast Corporation owns a 50% indirect common
equity interest in Midcontinent. The company generated
approximately $328 million of revenue over the trailing twelve-
month period ended June 2011.


MOHAWK INDUSTRIES: S&P Affirms 'BB+' Ratings on Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issue
ratings on Calhoun, Ga.-based Mohawk Industries Inc.'s 7.2% senior
notes due 2012 and 6.125% senior notes due 2016. "At the same
time, we revised our recovery ratings on the notes to '4' from
'3'. The '4' recovery rating indicates our expectation of average
(30% to 50%) recovery for lenders in the event of a payment
default," S&P related.

"While our issue-level ratings on the senior notes have not
changed, we revised our recovery rating on those notes to reflect
lower potential recovery for the senior noteholders because the
increased size of Mohawk's new $900 million senior secured
revolving credit facility, (compared with the prior $600
million facility), results in greater priority claims in our
default scenario," S&P said.

The 'BB+' ratings on Mohawk Industries Inc. reflect the company's
strong No. 2 global position in the carpet and floor coverings
market, with support from a portfolio of well-recognized brands
covering multiple price points and distribution channels. The
ratings also reflect Mohawk's vertically integrated operations,
and diverse customer base. However, Mohawk's markets are also
highly competitive and cyclical (subject to housing construction
cycles and variable consumer discretionary spending) with a
significant portion of its sales from residential replacement and
construction markets. "As a result, we view the company's business
risk profile as satisfactory," S&P said.

Ratings List
Mohawk Industries Inc.
Corporate credit rating              BB+/Positive/--

Ratings Affirmed; Recovery Ratings Revised
                                     To       From
7.2% sr nts due 2012                BB+      BB+
  Recovery ratings                   4        3
6.125% sr nts due 2016              BB+      BB+
  Recovery ratings                   4        3


MOMENTIVE PERFORMANCE: Incurs $10-Mil. Net Loss in 2nd Quarter
--------------------------------------------------------------
Momentive Performance Materials Inc. reported a net loss of $10
million on $728 million of net sales for the fiscal three-month
period ended July 3, 2011, compared with a net loss of $1 million
on $651 million of net sales for the fiscal three-month period
ended June 27, 2010.

The Company also reported a net loss of $13 million on $1.38
billion of net sales for the fiscal six-month period ended July 3,
2011, compared with a net loss of $4 million on $1.25 billion of
net sales for the fiscal six-month period ended June 27, 2010.

At July 3, 2011, the Company had $3.046 billion of debt.  In
addition, at July 3, 2011, the Company had $527 million in
liquidity including $279 million of unrestricted cash and cash
equivalents and $248 million of borrowings available under the
Company's senior secured revolving credit facility, which was
undrawn.

"Our second quarter 2011 results reflected strong global demand
for our specialty products," said Craig O. Morrison, Chairman and
CEO.  "Sales for our Silicones segment were positively impacted on
a year-over-year basis by stronger demand in the automotive,
construction, energy, and industrial markets.  Our Quartz business
continued to perform well in the second quarter of 2011 due to
strong demand in the semiconductor and ceramics application
market."

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

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at April 3, 2011, showed $3.36 billion
in total assets, $3.99 billion in total liabilities, and a
$624 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: Posts $63-Mil. Net Income in Second Quarter
----------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting net income of $63 million on $1.43 billion of net sales
for the three months ended June 30, 2011, compared with net income
of $52 million on $1.15 billion of net sales for the same period
during the prior year.

The Company also reported net income of $126 million on $2.73
billion of net sales for the six months ended June 30, 2011,
compared with net income of $45 million on $2.20 billion of net
sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $5.20 billion in total liabilities and a $1.84
billion total deficit.

"In the second quarter of 2011, we continued to see strong Segment
EBITDA growth due to our specialty portfolio, improved product
mix, strong cost controls and our ongoing productivity
initiatives," said Craig O. Morrison, Chairman, President and CEO.
"In particular, our operating leverage and strong performances in
our oilfield resins, base epoxy resins, phenolic specialty resins,
North American formaldehyde and our Latin America forest products
businesses drove a 22 percent gain in second quarter 2011 Segment
EBITDA compared to the second quarter of 2010.  We continued to
make good progress on the pricing front during the second quarter
of 2011 as we work to offset raw material inflation.  We are also
continuing to pursue a number of pricing actions."

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

                         http://is.gd/WXKtyY

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOSS LUMBER: Files for Chapter 7 Bankruptcy
-------------------------------------------
David Benda, writing for The Record Searchlight's redding.com,
reports that Moss Lumber & Hardware Co., one of Northern
California's oldest and largest family-owned wood products
retailer, filed a Chapter 7 bankruptcy and abruptly closed.

According to the report, the wood products business in Redding,
California, disclosed in the list of largest unsecured creditors
that it owes 27 workers for unpaid wages claims.  The largest is
for $27,995.  The Internal Revenue Service ($11,482), Shasta
County Treasurer/Tax Collector ($33,983), state Employment
Development Department ($11,000) and state Board of Equalization
($32,000) are also among the unsecured creditors.

Moss Lumber's largest creditor is Redding Bank of Commerce, which
holds a $5 million claim on the Eastside Road property, $4 million
of which is unsecured.


MUNICIPAL MORTGAGE: Frederick Puddester Appointed Director
----------------------------------------------------------
Municipal Mortgage & Equity, LLC, announced the appointment of
Frederick W. Puddester as a director of the Company and a member
of the Audit Committee effective as of Aug. 10, 2011.

Mr. Puddester brings more than 20 years' experience in financial
management to MuniMae, including his prior service on the board of
MuniMae TE Bond Subsidiary, LLC, a subsidiary of the Company.

Mr. Puddester has extensive experience with budgeting and
financial planning, including his current position as Vice
President for Finance and Administration for Williams College.  In
this position Mr. Puddester is responsible for financial
reporting, planning and forecasting as well as debt financing and
tax compliance.  Prior to joining Williams College, Mr. Puddester
served at Johns Hopkins University, first as Executive Director of
Budget and Financial Planning and then as Senior Associate Dean
for Finance and Administration at the university's Krieger School
of Arts and Sciences, where his duties included overseeing the
development of the university-wide budget and five-year plan.  In
addition, Mr. Puddester spent two decades in Maryland state
government, including four years as secretary of the Department of
Budget and Management.

Mark K. Joseph, Chairman of the Board of MuniMae, commented, "We
are extremely pleased to have Fred join MuniMae's board.  We are
excited about the wealth of financial, functional and operational
experience he brings to the table and are confident that Fred will
be an immediate, valuable and contributing member of our Board."

Mr. Puddester received his B.A. degree from the University of
Vermont and his M.A. in public policy from the Eagleton Institute
of Politics, Rutgers University.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

The Company's balance sheet at March 31, 2011, showed $1.97
billion in total assets, $1.28 billion in total liabilities and
$683.26 million in total equity.


NEBRASKA BOOK: S&P Retains 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery ratings on
Lincoln, Neb.-based Nebraska Book Co. Inc.'s $200 million 10%
notes to '1' from '2'. The '1' recovery rating indicates that
lenders should receive very high (90%-100%) recovery.

"In addition, we revised the recovery rating on Nebraska Book's
$175 million 8.625% senior subordinated notes to '3' from '6'. The
'3' recovery rating indicates that lenders should receive
meaningful (50%-70%) recovery," S&P said.

"The change in our recovery analysis takes into account our
revised expectation of the company's post-emergence enterprise
valuation, in addition to the amount of priority claims that were
outstanding at the time of its voluntary bankruptcy filing," S&P
related.

The recovery ratings on Nebraska Book's asset-based revolving
credit facility and NBC Acquisition Corp.'s 11% senior discount
notes remain unchanged.

All the issue-level ratings remain 'D' following NBC Acquisition's
and Nebraska Book's voluntary petition filing under Chapter 11 of
the Bankruptcy Code on June 27, 2011.

Ratings List

Nebraska Book Co. Inc.
NBC Acquisition Corp.
Corporate Credit Rating      D/--

Ratings Unchanged; Recovery Ratings Revised

Nebraska Book Co. Inc.
                              To              From
Senior Secured nts           D               D
   Recovery Rating            1               2
Subordinated nts             D               D
   Recovery Rating            3               6


NEWPAGE CORP: S&P Cuts Corp. Credit & Rating to 'CCC'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miamisburg, Ohio-based NewPage Corp. to 'CCC' from
'CCC+'.

"At the same time, we lowered the issue-level rating on the
company's first-lien term loan to 'CCC' from 'CCC+'. The recovery
rating remains '4', indicating our expectation that lenders can
expect average (30% to 50%) recovery in the event of a payment
default. We also lowered the issue-level rating on the company's
second-lien notes and senior subordinated notes to 'CC' from 'CCC-
'. The recovery rating remains '6', indicating our expectation
that lenders can expect negligible (0% to 10%) recovery in the
event of a payment default," S&P related.

"We subsequently placed all ratings on NewPage on CreditWatch with
negative implications," S&P said.

"The rating actions follow NewPage's recently announced weaker-
than-expected operating results for the quarter ended June 30,
2011, and the decision to hold off on its previously announced
asset sales," said Standard & Poor's credit analyst Tobias
Crabtree. "Based on our lowered 2011 EBITDA expectations and the
likelihood of no additional material assets sales over the
upcoming months, we believe NewPage could be challenged to meet
its fixed charges, including over $160 million of cash interest
expense, during the remainder of 2011. In addition, the company
faces significant debt maturities and the maturity of its
revolving credit facility within the next year if it cannot repay
or refinance its $1 billion of second-lien notes by December
2011."

"For the remainder of 2011, higher anticipated average selling
prices and a seasonal increase in demand for coated papers are
expected to lead to an improvement in operating performance when
compared with the first half of 2011. Still, higher cost inflation
and a more uncertain economic outlook are likely, in our view, to
result in second half operating performance being challenged to
meet the prior year's similar period adjusted EBITDA of about
$225 million. As a result, we believe 2011 adjusted EBITDA could
now materially fall below the company's $400 million of estimated
annual cash interest expense and maintenance-related capital
expenditures. We expect the company to remain highly leveraged,
with adjusted debt to EBITDA likely exceeding 10x and its fixed-
charge coverage remaining below 1x throughout 2011. Because demand
correlates closely to general economic conditions, highly cyclical
advertising spending, and exchange rates, we think NewPage's
financial results and credit measures will fluctuate widely during
the course of a cycle," S&P related.

Standard & Poor's will likely resolve this CreditWatch once it has
a better understanding of what steps NewPage intends to take with
regards to repaying or refinancing its $1 billion second-lien
notes due May 2012 by Dec. 2, 2011.


NEW VISION: Receives Foreclosure Notice From Beach Business Bank
----------------------------------------------------------------
Dennis Darrow at Chieftain.com, citing filing with the Pueblo
County Public Trustee's office, reports that the owner of the
Clarion Inn at 4001 N. Elizabeth St. has received a foreclosure
notice from lender Beach Business Bank

The report says the hotel joins the Pueblo Marriott and the Ramada
Inn as the targets of foreclosure actions in the past year.

According to the report, hotel owner New Vision Hospitality bought
the property in 2008 for $3.2 million and invested $2.8 million in
improvements along with bringing the Clarion brand name.

The report says Beach Business Bank, based in California, states
$3.6 million remains owed on a $4.5 million loan taken out by
New Vision Hospitality, according to the foreclosure filing.  A
tentative date for a public auction of the property has been set
for Nov. 30, 2011, but typically such disputes end with a
restructuring of the loan or the lender taking control of the
property for resale.

The report notes the Ramada Inn owner has since filed for Chapter
11 bankruptcy, according to a notice given the trustee's office.
The filing put the foreclosure proceedings on hold.


NEWLEAD HOLDINGS: Seeks Waivers to Covenants From Lenders
---------------------------------------------------------
NewLead Holdings Ltd. as a result of prolonged challenging market
conditions, NewLead has entered into discussions with its lenders
to develop an interim plan that will improve liquidity and
operating flexibility while developing a sustainable capital
structure.  The Company has appointed Moelis & Company and Fried,
Frank, Harris, Shriver & Jacobson LLP as its advisors to assist
with this process.  The Company is seeking waivers from its
lenders to various restrictive covenants and an agreement that
they will forbear from exercising remedies under their respective
debt arrangements.

Although the Company is optimistic that it will reach an agreement
with its lenders on the short-term waivers of defaults and on the
terms of the restructuring of the Company's indebtedness, no
assurances can be provided that these agreements will be
concluded.

Michael Zolotas, President, Chief Executive Officer and Interim
Chief Financial Officer of NewLead, stated, "While we are facing
very difficult market conditions, we are committed to continue
working with our lenders and other commercial partners to develop
a sustainable capital structure that will ensure the long term
prospects of NewLead."

The company disclosed that on Aug. 12, 2011, First Business Bank
and NewLead entered into a sale agreement for two vessels, the
Newlead Prosperity and the Newlead Spartounta.  Pursuant to the
terms of the sale agreement, the Company will cooperate with FBB
to proceed with the immediate sale of Newlead Spartounta no later
than Sept. 13, 2011 and the sale of Newlead Prosperity by auction
or judicial sale.  In return of the aforementioned agreement, FBB
has agreed to cancel the corporate guarantees by NewLead of its
debt and share pledges in respect to these two loans until the
completion of these sales, at which time the guarantees and share
pledges shall be unconditionally and irrevocably released and
cancelled.

                    About NewLead Holdings

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


OLDE PRAIRIE: Landmark and Winner's to Take Control After Exit
--------------------------------------------------------------
After fending off a request by secured creditor CenterPoint Realty
Trust for dismissal of the chapter 11 case or foreclosure of the
assets, debtor Olde Prairie Block Owner LLC, submitted to the U.S.
Bankruptcy Court for the Northern District of Illinois will soon
seek approval of a disclosure statement as part of the process for
reorganizing its debts and exiting bankruptcy.

The Debtor on July 18, 2011 filed a disclosure statement
explaining its proposed Second Amended Plan, which was last
modified in October 2010.

According to the Second Amended Disclosure Statement, the Debtor
has received an executed term sheet from Winner's Development, LLC
3 indicating willingness to provide a cash equity contribution in
an amount sufficient to (i) pay in full the DIP Claims; (ii) pay
in full all administrative expense claims; (iii) satisfy
CenterPoint's claims against the Debtor and its assets; and (iv)
provide to holders of all Allowed unsecured claims the cash
distributions.  As consideration for making the Cash Equity
Contribution, the Plan Investor will receive a to be determined
percentage of the interests in the Reorganized Debtor.

While not a source of funds to pay the allowed claims, a "non-cash
equity contribution" by an entity identified as Landmark is a
condition to Winner's cash equity contribution.  The only
interests in the Reorganized Debtor will be owned by the Plan
Investor and Landmark.

The City of Chicago has been extremely supportive of the project
due to the employment, social and fiscal benefits.  The City also
has made improved supply of accommodations a key focus to maintain
its competitive advantage in hosting conventions.  The City
estimates incremental tax revenue to the city in excess of
$15 million annually based on sales, property and hotel taxes.  As
noted earlier, the Lakeside Property is the sole beneficiary of
the TIF.  As of December 31, 2009, the TIF fund reflected net
assets of over $77 million.  The TIF will remain in place through
2021 and will generate future revenue as well which the Debtor
expects will provide significant benefit to the Debtor's estate.
The Debtor also is pursuing eligible tax credit opportunities.


A full-text copy of the Second Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/OLDEPRAIRIE_DS.pdf

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  Wildman, Harrold, Allen & Dixon
LLP, and Marcus, Clegg & Mistretta, P.A., serve as special
counsels to the Debtor.  The Debtor estimated assets at $100
million to $500 million and liabilities at $10 million to $50
million at the time of the filing.  The Debtor filed a Chapter 11
plan on
Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OMEGA NAVIATION: Taps Jefferies & Company as Investment Banker
--------------------------------------------------------------
Omega Navigation Enterprises Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of Texas for
permission to employ Jefferies & Company Inc. as financial advisor
and investment banker.

The firm will assist the Debtors to develop ongoing business and
financial plans that will be necessary during these chapter 11
cases.

The firm will be paid in this manner:

-- Monthly Fee        $125,000 until the expiration or
                       termination of the engagement

-- DIP Financing Fee  2% of commitment, provided that such DIP
                       Financing is from a source other than as
                       insider or affiliate of the Debtor or
                       existing lenders

-- Restructuring Fee  $2,800,000 in the event a restructuring is
                       consummated under the Bankruptcy Code

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

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


ORDWAY RESEARCH: Creditors to Sue Execs. for Mismanagement
----------------------------------------------------------
Larry Rulison at Times Union reports that a group of businesses
owed money by Ordway Research Institute in Albany, New York, is
planning to sue Ordway's board of directors and top officers,
alleging mismanagement of the biotech lab, which has filed for
bankruptcy protection and likely will be closed.

According to the report, the Company was created in 2002 with
millions of dollars in funding from the Liebich family that
founded Albany Frosted Foods, which later became food distribution
giant Sysco Corp.

Times Union notes the group of unsecured creditors represented by
Pittsburgh attorney Jordan Blask says it is going to sue Ordway's
board and management to get their money back, alleging corporate
waste and fraud.  Many of the accusations focus on the Charitable
Leadership Foundation, a Clifton Park nonprofit agency that was
started by the Liebich family.

In an Aug. 10 letter to Ordway attorney Gregory Mascitti that was
filed as part of the lab's bankruptcy case, Mr. Blask alleges that
millions of dollars were improperly transferred from Ordway to the
foundation and that another $1.7 million was improperly invested
by Ordway into start-up companies and a venture capital fund at
the direction of the foundation, notes Times Union.

Times Union says documents filed as part of Ordway's bankruptcy
case say Ordway carries a directors and officers liability
insurance policy with $5 million in coverage that could be used
to pay the creditors.  Mr. Blask also claims that Dr. Paul Davis,
the director of Ordway and a member of its board, negotiated a
deal to move Ordway's emerging infections research team to the
University of Florida.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

Ordway filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, A Professional Corporation, represents the
Debtor in its restructuring effort.  As of April 26, 2011, Ordway
had roughly $12,158,202 in assets and $17,108,847 in liabilities.
In its schedules, the Debtor disclosed $6,615,279 in assets and
$18,703,061 in liabilities.


PACIFIC JET: Judge Throws Malpractice Suit Against Shearman
-----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge tossed a malpractice suit against Shearman & Sterling LLP on
Thursday, ruling that a former client couldn't blame the firm
after he lost $750,000 he loaned to a friend's company after it
went bankrupt.

Ex-client James Garten alleged that when he agreed to loan the
money to his friend's faltering company, Pacific Jet Inc., his
friend lied about how much debt was senior to his own loan,
according to Law360.


PHILADELPHIA ORCHESTRA: Fight with Musicians on Gifts Ongoing
-------------------------------------------------------------
The Philadelphia Orchestra Association and the pension fund of the
American Federation of Musicians continued sparring in bankruptcy
court over the union's demand for deeper layers of documentation
relating to the orchestra's $120 million endowment.

The union, according to the Inquirer Music Critic, is arguing that
parts of the endowment should be used to satisfy an estimated $23
million to $35 million liability owed to the union that would be
triggered if the association made good on its threat to withdraw
from the pension fund.

The Orchestra claims those funds are restricted by donor
specifications, according to iradiophilly.com.

Music Critic notes when the hearing turned to the union's requests
for the association's hard drives in an effort to obtain e-mails
and other electronic messages relating to the handling of
endowment money, Debtor's lawyer Lawrence G. McMichael, recited
his oft-repeated response: such a production of information would
be costly and burdensome.

Judge Frank, according to Music Critic, outlined a series of
hearings during the next three weeks to further define the scope
of the union's probe.

                     Probe on Pension Fund

Peter Dobrin at the Inquirer Music Critic reports that the
Debtor's counsel broached a kind of procedural retaliation, saying
the association might request a financial probe of its own into
the management of the national union's pension fund.

Bankruptcy Judge Eric L. Frank questioned the logic of such a
move, and the subject did not come up again during the nearly
four-hour hearing.

                     12% of Gifts Unliquidated

Peter Dobrin at Inquirer Classical Music Critic reports that
according to the union, the Philadelphia Orchestra Association
failed to produce documentation for 12 percent of gifts in the
endowment.

In a letter to the judge in the association's Chapter 11 case, the
union's national pension fund says the first cache the orchestra
provided shows 476 documents, 57 of which were images that said
"documentation has not been found."

The report says the union lawyer, Herman L. "Hank" Goldsmith of
Proskauer Rose, said the lack of records about specific donor
wishes bolsters the union's suspicion that the orchestra cannot
prove that its $120 million in various endowment accounts is
donor-restricted.  That being the case, he says, parts of the
endowment can be used to satisfy the union's potential claim as
the largest creditor in the bankruptcy.

The report notes the union argues that if the association wants to
withdraw from the union's national, multiemployer pension fund --
which would trigger an estimated $23 million to $35 million
liability payment -- it should satisfy that debt in full, even if
it means tapping the endowments.

                  About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  Reed Smith LLP serves as the Committee's
counsel.

The orchestra at the start of the Chapter 11 case said it needed
relief from pension obligations, a new lease with the Kimmel
Center where it performs, and a new union contract with musicians.


PICHI'S INC: Status Conference Set for Oct. 6
---------------------------------------------
The Bankruptcy Court scheduled a status conference in the
bankruptcy case of Pichi's Inc. for Oct. 6, 2011, at 9:30 A.M. at
US Post Office and Courthouse Bldg 300 Recinto Sur Street, Fifth
Floor Courtroom 5.

                        About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores presides over the case.  Charles Alfred Cuprill, PSC
Law Offices, serves as the Debtor's bankruptcy counsel.  CPA Luis
R. Carrasquillo & Co., P.S.C., serves as financial consultants.
In its petition, the Debtor estimated US$10 million to US$50
million in both assets and debts.  The petition was signed by Luis
A. Emmanuelli Gonzalez, president.


PICHI'S INC: Creditors' Meeting on Sept. 12; Claims Due Dec. 12
---------------------------------------------------------------
The United States Trustee in Puerto Rico will convene a meeting of
creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy cases of Pichi's Inc. on Sept. 12/2011 at 9:00 a.m. at
341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor,
in San Juan.

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

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

The last day to oppose discharge or dischargeability is Nov. 14,
2011.  Proofs of claim are due by Dec. 12, 2011.  Government
proofs of claim are due by Feb. 1, 2012.

                        About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores presides over the case.  Charles Alfred Cuprill, PSC
Law Offices, serves as the Debtor's bankruptcy counsel.  CPA Luis
R. Carrasquillo & Co., P.S.C., serves as financial consultants.
In its petition, the Debtor estimated US$10 million to US$50
million in both assets and debts.  The petition was signed by Luis
A. Emmanuelli Gonzalez, president.


PICHI'S INC: Hiring Charles Alfred Cuprill as Bankruptcy Counsel
----------------------------------------------------------------
Pichi's Inc. asks the Bankruptcy Court in Puerto Rico for
permission to employ Charles Alfred Cuprill, PSC Law Offices as
its bankruptcy counsel.

The Debtor has paid the firm $22,4000 as retainer.  The firm
charges $350 per hour for Charles A. Cuprill-Hernandez, Esq.; $225
an hour for senior associates; $150 an hour for junior
associations; and $75 for paralegals.

Mr. Cuprill-Hernandez, Esq., discloses that his firm has
represented a Pichi's creditor, the Puerto Rico Tourism
Development Fund in the bankruptcy case styled In re Palmas
Country Club, Inc., case number 10-07072 (SEK).  Another creditor,
V. Suarez & Co., is a shareholder of Cuprill's client, Procesadora
Campofresco, Inc.  Notwithstanding, Mr. Cuprill-Hernandez, attests
that his firm is a disinterested person as defined in Sec. 101(14)
of the Bankruptcy Code.

                        About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores presides over the case.  The Debtor's lawyers may be
reached at:

          Charles Alfred Cuprill, Esq.
          CHARLES A CURPILL, PSC LAW OFFICE
          356 Calle Fortaleza, Second Floor
          San Juan, PR 00901
          Tel: (787) 977-0515
          E-mail: cacuprill@cuprill.com

CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial
consultants.

In its petition, Pichi's estimated US$10 million to US$50 million
in both assets and debts.  The petition was signed by Luis A.
Emmanuelli Gonzalez, president.


PICHI'S INC: Hiring Luis R. Carrasquillo as Financial Consultant
----------------------------------------------------------------
Pichi's Inc. is in need of a financial consultant to assist its
management in the financial restructuring of its affairs by
providing advice in strategic planning and the preparation of the
Debtor's plan of reorganization, disclosure statement and business
plan, and participating in the Debtor's negotiations with
creditors.  In this regard, the Debtor seeks Bankruptcy Court
authority to employ CPA Luis R. Carrasquillo & Co., P.S.C.

The Debtor has paid Carrasquillo a $20,000 retainer.  The firm's
partner, CPA Luis R. Carrasquillo, charges $160 an hour for his
work.  Senior CPA Marcelo Gutierrez charges $125 an hour.  Other
CPAs bill $90 to $125 an hour.

Carrasquillo has acted as financial consultant in other bankruptcy
cases in which Charles A. Cuprill, Esq., the Debtor's counsel, has
or is representing debtors.  V. Suarez & Co., a Pichi's creditor,
is a shareholder of Procesadora Campofresca, Inc., a client of
Carrasquillo.  Notwithstanding, Carrasquillo is a disinterested
person as defined in Sec. 101(14) of the Bankruptcy Code.

                        About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores presides over the case.  Charles Alfred Cuprill, PSC
Law Offices, serves as the Debtor's bankruptcy counsel.

The financial consultants may be reached at:

          CPA LUIS R. CARRASQUILLO & CO., P.S.C.
          28th Street, # TI-26
          Caguas PR, 00725
          Tel: 787-746-4555
          Fax: 787-746-4564
          E-mail: luis@cpacarrasquillo.com

In its petition, the Debtor estimated US$10 million to US$50
million in both assets and debts.  The petition was signed by Luis
A. Emmanuelli Gonzalez, president.


PIEDMONT CENTER: Sent to Ch. 11 After Owner Charged for Fraud
-------------------------------------------------------------
Chris Bagley at the Triangle Business Journal reports that the
owner of shopping centers in Pittsboro and several other eastern
North Carolina towns filed for Chapter 11 bankruptcy, a step that
allows it to delay debt payments while reorganizing its business
under court supervision.

The report notes Piedmont Center's manager and part-owner Roger
Camp was indicted in early June on federal charges including
felony bank fraud in connection with debt-funded renovations at Z-
Bowl Family Entertainment Center in Mebane.  He now faces the bank
fraud charge and 13 charges of filing false statements, following
an expanded indictment last week.

The report says the bankruptcy filing listed Pittsboro Shopping
Center; Woody Village Shopping Center in Roxboro; Gibsonville
Shopping Center; Graham Shopping Center; Chowan Shopping Center in
Murfreesboro; Nashville Shopping Center, near Rocky Mount; and
Mebane Shopping Center as retail centers owned by Piedmont.

Mr. Camp, as manager, signed a Chapter 11 petition for Piedmont
Center Investments, LLC on Aug. 11, 2011 (Bankr. E.D.N.C. Case No.
11-06178).  Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue,
P.A., in New Bern, North Carolina, serves as counsel to the
Debtor.  In its schedules, the Debtor disclosed $27.2 million in
assets and $15.5 million in liabilities.


PLANT INSULATION: Judge to Hear Insurers' Contribution Claims
-------------------------------------------------------------
Thomson Reuters reports that a bankruptcy judge in California has
ruled that non-settling insurers in the Plant Insulation Co.
asbestos-related Chapter 11 reorganization deserve a hearing to
ensure their claims for contribution will be recognized.

According to the report, the insurance companies had asked for a
ruling that a proposed plan was unconfirmable on its face, which
U.S. Bankruptcy Judge Thomas E. Carlson of the Northern District
of California denied.  However, he said principles of equity
"require that any plan containing an injunction barring non-
settling insurers from asserting equitable contribution claims
against settling insurers be fair and equitable with respect to
the non-settling insurers."

Judge Carlson held a hearing July 15 on the non-settling insurers'
motion.  The moving parties said the plan proposed by the asbestos
creditors' committee would "cut off the non-settling insurers
contribution rights vis-a-vis the settling insurers," according to
Tancred Schiavoni of O'Melveny & Myers.

The report says the firm represents ACE Fire Underwriters
Insurance Co. and ACE Property & Casualty Insurance Co., two of
the non-settling insurers.  Mr. Schiavoni said it was significant
that Judge Carlson said there is nothing in the Bankruptcy Code
that indicates "Congress intended generally to render
unenforceable equitable contribution claims among insurers."

The report relates that the judge said the settling insurers may
still show that they will provide value to the trust to be created
that would protect the non-settling insurers contribution claims.

However, the proposed plan does not appear to do so, he added.

The judge found the non-settling insurers have standing to contest
the issue, but that could be determined from expert testimony and
"need not involve anything near a full trial on the merits."

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  The Company filed
for Chapter 11 (Bankr. N.D. Calif. Case No. 09-31347) on May 20,
2009.  Michaeline H. Correa, Esq., Peter J. Benvenutti, Esq.,
and Tobias S. Keller, Esq., at Jones Day represents the Debtor in
its restructuring effort.  The Debtor has assets and debts ranging
from $500 million to $1 billion.


PRM SMITH: Drops Plan to Avoid Protracted Fight with Lender
-----------------------------------------------------------
PRM Smith Bay, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to withdraw its proposed
plan of reorganization, as amended.

The Debtor said it sought the withdrawal to avoid the costs
associated with a protracted confirmation fight with FirstBank
concerning its objections to the Debtor's proposed Plan.

Although the Debtor acknowledges that the exclusivity periods have
expired, the Debtor requests that the withdrawal be without
prejudice to its right to file and seek confirmation of an amended
plan.

                        About PRM Smith Bay

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, was formed in May 2004 for the purpose of holding an
undeveloped 7.5 acre parcel of land on St. Thomas in the United
States Virgin Islands known as Cabes Point.  PRM Realty Group,
LLC, is the 100% ownere and manager of the Debtor.  The
Debtorfiled for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske, Esq.,
Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq., at Pronske &
Patel, P.C., in Dallas, serve as the Debtor's bankruptcy counsel.
In its schedules, the Debtor disclosed $13,031,162 in assets and
$6,781,074 in liabilities as of the petition date.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No.
09-37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


PURSELL HOLDINGS: Court Approves Shaner as Appraiser
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Pursell Holdings LLC to employ Shaner Appraisers Inc.
as its appraiser.

The firm has agreed to provide Debtor real estate appraisal
services including a summary appraisal report for each of the
properties: Lots 8 and 9, Buckeye Industrial Park, a subdivision
in Kansas City, Clay County, Missouri.

The fee for the summary appraisal report of the properties will be
$3,500.  The Debtor has deposited $2,000 with the firm for the
appraisal of the properties.

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

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. 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 Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


QUALTEQ INC: Vmark Marketing Entities Seek Chapter 11
-----------------------------------------------------
On Sunday, Qualteq Inc. and 17 affiliated companies filed chapter
11 bankruptcy protection in Wilmington, Delaware.

According to Chapter11Cases.com, the companies, which do business
under the corporate umbrella trade name of Vmark, operate "one of
the largest vertically-integrated direct marketing businesses in
North America" and are "one of the nation's largest privately-
held, minority-owned businesses" according to court filings.  The
companies operate nine facilities with over one million square
feet of production space and have over 1,300 employees.  They
generated $155 million of gross revenues in 2010, but only a small
operating profit.

Court filings trace the companies' current difficulties to
December 2010 court judgments against the debtors' founder,
Pethinaidu Veluchamy, obtained by creditors of debtor Vmark, Inc.
(Vasu and Jaganath Naidu) and Versatile Card Technology, Inc.
(Rajiv Parthasarathy).

The report notes that although the judgments were not against any
of the debtor companies, the judgments caused defaults on
"millions of dollars in loans from numerous lenders" due to
default and cross-default provisions in the loan documents.

According to the companies, they elected to file for bankruptcy
protection because they believe that it "presented the best and
most efficient forum for globally resolving their financial
issues, restoring the confidence of customers and suppliers, and
generally maximizing value for all stakeholders."

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

The company is based in South Plainfield, New Jersey.


QUALTEQ INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Qualteq, Inc., d/b/a VCT New Jersey, Inc.
          dba VCT - Qualteq
              VCT - NJ
              VCT New Jersey, Inc.
        800 Montrose Avenue
        South Plainfield, NJ 07080

Bankruptcy Case No.: 11-12572

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                               Case No.
        ------                               --------
1400 Centre Circle, LLC                      11-12573
5200 Thatcher, LLC                           11-12574
5300 Katrine, LLC                            11-12575
Automated Presort, Inc.                      11-12576
Avadamma LLC                                 11-12577
Creative Automation Company                  11-12578
Creative Investments, a General Partnership  11-12579
Fulfillment Xcellence, Inc.                  11-12580
Global Card Services, Inc.                   11-12581
Unique Data Services, Inc.                   11-12582
Unique Embossing Services, Inc.              11-12583
Unique Mailing Services, Inc.                11-12584
University Subscription Service, Inc.        11-12585
Versatile Card Technology, Inc.              11-12586
Veluchamy LLC                                11-12587
Vmark, Inc.                                  11-12588

Chapter 11 Petition Date: August 14, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Eric Michael Sutty, Esq.
                  FOX ROTHSCHILD LLP
                  Citizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: esutty@foxrothschild.com

                         - and -

                  Jeffrey M. Schlerf, Esq.
                  FOX ROTHSCHILD LLP
                  Ctizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: jschlerf@foxrothschild.com

                         - and -

                  L. John N. Bird, Esq.
                  FOX ROTHSCHILD LLP
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801
                  Tel: (302) 622-4263
                  Fax: (302) 656-8920
                  E-mail: jbird@foxrothschild.com

Debtors'
General
Bankruptcy
Counsel:          K&L Gates LLP

Debtors'
Restructuring
Advisor:          SCOULER & COMPANY

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Arun Veluchamy, vice president.

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Plami S.A. De C.V.                 Trade Debt           $1,209,393
Calzada de la Naranja No. 167 2do Piso
Fracc. Industrial Alce Blanco
Naucalpan, Estado de Mexico 53370
Mexico

Quad Graphics                      Trade Debt             $904,843
N. 63 W. 23075 Main Street
Sussex, WI 53089

Klockner Pentaplast                Trade Debt             $449,346
Receivables Funding LLC
Dept. 31901
P.O. Box 67000
Detroit, MI 48267-0319

CFC International                  Trade Debt             $332,189
500 State Street
Chicago Heights, IL 60411

XPEDX                              Trade Debt             $313,800
3568 Solutions Center
Chicago, IL 60677-3005

Plami S.A. De C.V.                 Trade Debt             $245,674

Multos Int'l Pte.                  Trade Debt             $238,334

Superior Staffing                  Professional Services  $198,158

Bradner Smith & Co.                Trade Debt             $161,684

Kurz Transfer Products             Trade Debt             $157,288

Bell & Howell                      Trade Debt             $150,547

Kurz Transfer Products             Trade Debt             $135,718

Klockner Pentaplast                Trade Debt             $133,869

Dreamworks Graphic Communications  Trade Debt             $129,306
Inc.

RR Donnelley Receivables Inc.      Trade Debt             $114,194

Mail Automation                    Trade Debt              $90,000

JDSU Uniphase Corporation          Trade Debt              $87,883

Datacard Corp.                     Trade Debt              $81,156

Protec                             Trade Debt              $77,533

Gas Ink and Supply Co.             Trade Debt              $77,329

Midamerican Energy Company         Trade Debt              $74,846

Spartech Plastics Inc.             Trade Debt              $71,314

Advance Mailing Service            Trade Debt              $68,337

Lake County Press Inc.             Trade Debt              $64,306

Silone HK Limited                  Trade Debt              $63,979

CFC International                  Trade Debt              $58,734

Jet Litho, Inc.                    Trade Debt              $58,713

Apollo Colours North America       Trade Debt              $55,189

Waytek Corp.                       Trade Debt              $50,635

R.R. Donnelley                     Trade Debt              $39,090


RANCHO CUCAMONGA: Must Answer Involuntary Petition on Sept. 1
-------------------------------------------------------------
Rancho Cucamonga Harry's Pacific Grill, LLC, has been summoned to
appear in the involuntary bankruptcy case commenced against it and
answer bankruptcy allegations on Sept. 1.

Rancho Cucamonga Harry's Pacific Grill, LLC, in Solana Beach,
California, operates the Harry's Pacific Grill, LLC.  Three
creditors filed an involuntary Chapter 11 bankruptcy petition
(Bankr. S.D. Calif. Case No. 11-12992) on Aug. 2, 2011, before
Judge Margaret M. Mann.  The petitioning creditors are CanAm
Partners LLC, owed $100,000 under a consulting agreement; United
Coastal Group, LLC, owed $50,000 in loans; and Entrust Metal
Advisors, Inc., owed $10,000 in loans.


RANCHO HOUSING: U.S. Trustee OKs Snell & Wilmer Hiring
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the application of Rancho Housing Alliance, Inc., to
employ Snell & Wilmer L.L.P. as its general insolvency counsel.

The judge approved the application after the Debtor resolved an
objection from the U.S. Trustee.  Under a stipulation, the Debtor
agreed to modify certain terms of Snell's employment.

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.


RCC SOUTH: Fraud Allegations Brought at Exclusivity Hearing
-----------------------------------------------------------
RCC South, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a response to allegations raised by SFI
Belmont at the hearing on the Debtor's motion to extend its
exclusivity periods.

The Debtor objected to the Court considering the factual evidence
raised by Belmont at the hearing on the motion.  According to the
Debtor, Belmont had filed a written response to the motion, and it
contained none of the allegations or alleged evidence brought to
the Court's attention orally by Belmont.  All of the allegations
are intensely factual in nature, and require an evidentiary
hearing to resolve.  The Debtor added that the procedure violates
the Rules of Procedure of the Court, and violates the due process
rights of the Debtor.

The Debtor relates that because the allegations of Belmont were
not made in writing, the only source for obtaining the allegations
was a transcript of the hearing, which was conducted on June 29,
2011.  From what Debtor can tell from the transcript, these are
the allegations of Belmont:

   -- it appears the first allegation made by Belmont is that RCCH
   has committed some kind of securities fraud by asking its
   present investors to invest new money.

   -- it appears the second allegation made by Belmont is that
   Cavan Management Services is not managing the Debtor.

   -- it appears the third allegation made by Belmont is that the
   money that is being deposited by the investors will not be
   available in the event of a confirmation of the Plan.

In contravention of these allegations, the Debtor will submit to
the Court portions of the Disclosure Statement, the Escrow
Agreement, certain of the solicitation documents used to solicit
the investments, and the Declarations of Gary Burton, Dave Cavan,
and John Prince dealing with the allegations raised by Belmont.

                          About RCC South

Scottsdale, Arizona-based RCC South, LLC, owns and operates two
Class A" office buildings known as Phase III and Phase IV of the
Raintree Corporate Center in Scottsdale Arizona.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case
No. 10-23475) on July 27, 2010.  John J. Hebert, Esq., at
Polsenelli Shughart, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $50 million
to $100 million as of the Petition Date.


RCI REGIONAL: Asks Access to Westcore Collateral Until Dec. 31
--------------------------------------------------------------
RCI Regional Grove, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to use cash
collateral of Westcore Industry LLC through and including Dec. 31,
2011.  The Debtor also seek authority to pay all of the expenses a
set forth in a Budget and authorizing to deviate from the budget
by up to 15%.

The Debtor is the owner of real property located at 12601 and
12641 Industry Street, Garden Grove, California.  Improvements on
the Property consist of two industrial buildings totaling
approximately 102,500 square feet.  The Property is currently
being leased by American Apparel for $74,700 per month.  The rent
payments pursuant to the Lease are more than sufficient to service
the Debtor's secured debt obligations to Westcore.

Westcore claims it is owed $6,715,638, which the Debtor is
investigating if this amount is accurate.  Westcore's appraisal
alleges that the value of the Property is worth $6,150,000 as of
July 2011.  The Debtor believes that the Property is worth in
excess of $9 million and is currently in negotiations with Cabot
Properties, Inc., for the sale of the Property.  Cabot offered to
purchase the property in March 2011 for $9 million.

The Debtor must be able to use the revenue generated from the
operation of the Property in order to pay its few postpetition
operating expenses, including, but not limited to, insurance,
management fees, and maintenance expenses.  If the Debtor is
unable to use cash collateral to pay these expenses, the Debtor
and its Property will be substantially harmed.  In short, in order
for the Debtor to be able to operate its business while in Chapter
11 and to avoid harm to its business and the Property, the Debtor
must be able to use its cash collateral to pay postpetition
operating expenses.

Westcore is adequately protected by the substantial equity cushion
and will be adequately protected going forward as a result of
principal and interest payments and the continued maintenance and
operation of the Property.  As further adequate protection, the
Debtor also proposes to provide the Westcore with a replacement
lien against the Debtor's assets, with such replacement lien to
have the same extent, validity, and priority as the pre-petition
lien held by such creditor, to the extent there is any diminution
in value of Westcore's collateral as a result of the Debtor's use
of cash collateral.

The Debtor is represented by:

     Ron Bender, Esq.
     Krikor J. Meshefejian, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, California 90067
     Phone: (310) 229-1234
     Fax: (310) 229-1244
     E-mail: rb@lnbyb.com
             kjm@lnbyb.com

                   About RCI Regional Grove, LLC

Temecula, California-based RCI Regional Grove, LLC, owns a real
property located at 12601 and 12641 Industry Street, Garden Grove,
California.  The Company filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 11-22055) on April 12, 2011.  The Debtor
disclosed $9,152,353 in assets and $5,983,864 in liabilities as of
the Chapter 11 filing.  Ron Bender, Esq., and Krikor J.
Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
represent the Debtor.


RCI REGIONAL: Taps SCIA Inc. as Real Estate Adviser
---------------------------------------------------
RCI Regional Grove LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ SCIA Inc.
as its real estate adviser and broker to continue to manage the
Debtor's financial affairs and operate its bankruptcy estate.

The Debtor said the firm is authorized to market and sell the
property located at 12601 and 12641 Industry Street, Garden Grove,
California 92841 for $9,500,000.

The firm said it has been paid about $40,000 in consulting fees.

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

                   About RCI Regional Grove, LLC

Temecula, California-based RCI Regional Grove, LLC, owns a real
property located at 12601 and 12641 Industry Street, Garden Grove,
California.  The Company filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 11-22055) on April 12, 2011.  The Debtor
disclosed $9,152,353 in assets and $5,983,864 in liabilities as of
the Chapter 11 filing.


RCI REGIONAL: Has Until Nov. 8 to File Chapter 11 Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended the exclusive periods of RCI Regional Grove LLC to file a
Chapter 11 plan of reorganization until Nov. 8, 2011, and solicit
acceptances of that plan until Jan. 9, 2012.

The Debtor requested an extension in good faith for the purpose of
designating an appropriate exit strategy.  The Debtor said it
anticipates that an additional ninety days of exclusivity will
afford the Debtor adequate time to negotiate with Westcore
Industry LLC and develop an exit strategy which either involves a
plan of reorganization or a sale of the Debtor's property, and
which will allow the Debtor to realize the substantial equity
which exists in the property.

The Debtor told the Court that Westcore asserts a first priority
lien on the Debtor's single asset-real property located at 12601
and 12641 Industry Street, Garden Grove, California.  Westcore
filed a relief from stay motion seeking to foreclose on the
property.  The Debtor opposed that motion, and, on May 23, 2011,
the Court entered an order denying that motion.

                   About RCI Regional Grove, LLC

Temecula, California-based RCI Regional Grove, LLC, owns a real
property located at 12601 and 12641 Industry Street, Garden Grove,
California.  The Company filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 11-22055) on April 12, 2011.  The Debtor
disclosed $9,152,353 in assets and $5,983,864 in liabilities as of
the Chapter 11 filing.


RESERVOIR CORPORATE: Steinberg Pleas Guilty of Bankruptcy Fraud
---------------------------------------------------------------
WestportPatch reports that David B. Fein, United States Attorney
for the District of Connecticut, announced that Daniel Steinberg
waived his right to indictment and pleaded guilty before United
States Magistrate Judge Holly B. Fitzsimmons in Bridgeport to one
count of bankruptcy fraud.

According to court documents and statements made in court,
Mr. Steinberg was the agent and manager of Reservoir Corporate
Group, LLC, a limited liability company that owns a commercial
office building in Shelton, and which is involved in chapter 11
bankruptcy proceedings in the U.S. Bankruptcy Court in the
District of Connecticut.

Between August 2009 and August 2010, Mr. Steinberg transferred
$700,000 without authorization from the Bankruptcy Court and used
the money for personal expenses and the expenses of other
businesses that he owned or controlled.  Mr. Steinberg also
falsified the books and records of the LLC during the bankruptcy
proceedings, and provided false financial information to the
Office of the U.S. Trustee, to conceal the ongoing fraud.

In pleading guilty, Mr. Steinberg also admitted that, prior to the
bankruptcy filing, he transferred additional funds without
authority from the LLC's owners so that the aggregate amount
embezzled funds totals more than $950,000.

Reservoir Corporate Group, LLC, remains in bankruptcy and,
according to Bankruptcy Court records, has creditors claiming they
are owed approximately $47 million.

Mr. Steinberg is scheduled to be sentenced by United States Judge
Janet C. Hall on October 21, 2011, at which time Steinberg faces a
maximum term of imprisonment of five years, an order of
restitution to repay the victims and a fine of up to $250,000.

Reservoir Corporate Group LLC filed for Chapter 11 protection
(Bankr. D. Conn. Case No. 09-51706) on Aug. 28, 2009.  Reservoir
Corporate owns office buildings on Research Drive in Shelton,
Connecticut.


ROSSCO HOLDINGS: Wants Plan Hearing Aligned With Ross Case
----------------------------------------------------------
Rossco Holdings, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to continue the hearing to
determine the adequacy of its disclosure statement to the same
date as a continued hearing set on the Chapter 11 trustee's
disclosure statement in the Chapter 11 case of Leonard M. Ross, to
a date after Jan. 2, 2012, convenient to the Court's calendar,
subject to further continuance.

This motion is brought as a companion motion to the
contemporaneously filed Chapter 11 Trustee's Motion for Order
Authorizing Continuance of Hearing to Determine Adequacy of
Disclosure Statement filed by Chapter 11 Trustee Howard M.
Ehrenberg in the Chapter 11 case of Leonard M. Ross, Case No.
2:bk-10-49358-VZ, and the contemporaneously filed motions
seeking identical relief in the Chapter 11 cases of each of the
Debtor's affiliated debtors-in-possession, on the grounds that the
Debtor's plan process should proceed in tandem with the Chapter 11
Trustee's Plan in the Ross Case in order to maximize recoveries
for creditors, David J. Richardson, Esq., at The Creditors' Law
Group, APC, in Los Angeles, California, says.

Although a trustee has not been appointed in the Chapter 11 cases
of the Debtor and its related debtors, the Chapter 11 Trustee has
stepped into the shoes of Mr. Ross who, through his trust, is the
sole equity holder of the Debtor, and manages or controls each of
the Rossco-related Debtors.  Given the substantial overlap between
the estates and their creditors, it is in the best interests of
the Debtor, its estate and its creditors if its reorganization
proceeds in tandem with the Chapter 11 Trustee's timeline in the
Ross Case, according to Mr. Richardson.

Over 99% of the unsecured claims filed against the estate are
claims that are also filed against the estates of Mr. Ross or
other Rossco-related Debtors, or are claims of affiliated entities
-- both debtors and non-debtors -- owned or controlled by Mr. Ross
or an entity owned by Mr. Ross.

The largest of those claims are guaranty claims that may be wiped
out if Mr. Ross or another primary obligor is able to cure and
reinstate the underlying loan.  Others are claims that are related
to joint Ross-Rossco litigation brought against the claimant.  And
others are simply co-obligations of the Mr. Ross and Rossco
estates to shared unsecured creditors.  Recoveries for the
Debtor's creditors will be maximized if coordinated plans of
reorganization address these overlapping claims and permit the
Debtor to propose a plan that offers its creditors greater
certainty of their recovery, Mr. Richardson tells the Court.

Furthermore, the Debtor has recently closed a sale of its real
property, which provided it with sufficient sale proceeds at
closing to pay off its secured creditors in full, but provides for
payment of the remaining sale proceeds in two installments.  While
the sale represents a substantial step towards reorganization --
by erasing the Debtor's secured creditors and providing the Debtor
with a secured stream of income to fund a plan -- the Debtor is
not expected to receive the first of those payments until December
31, 2011.  As a result, although the Debtor has greater certainty
about the funding it will have for its plan, the requested
continuance is unlikely to affect the ultimate timeline for
payments to creditors.

                      About Rossco Holdings

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on
Aug. 2, 2010.  The new California Case No. of Rossco Holdings is
LA10-55951BB.  David J Richardson, Esq., and Laura L Buchanan,
Esq., at The Creditors' Law Group, represent the Debtor.  The
Debtor disclosed $28,415,681 in assets and $10,567,302 in
liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


RQB RESORT: Partnerships to File Reorganization Plan
----------------------------------------------------
Mark Basch at the Florida Times-Union reports that two Irish
investment partnerships that own Sawgrass Marriott, RQB Resort LP
and RQB Development LP, expect to file their reorganization plan
next week.

The court, according to the report, has already scheduled a
hearing for Sept. 15, 2011, to approve RQB's disclosure statement
that will describe the plan and the confirmation hearing on the
plan will be scheduled for the week of Oct. 17, 2011.

As reported in the Aug. 15, 2011 edition of the TCR, Marriott
International Inc. on Aug. 10 asked the U.S. Bankruptcy Court in
Jacksonville, Florida, to terminate the resort's exclusivity and
give the hotel franchisor permission to file its own plan.
Allowing Marriott International to sponsor a plan "will equitably
fulfill the purpose behind" the right of first refusal in its
franchise agreement with Sawgrass and avoid a $10 million damage
claim against the resort for breaching the provision, Marriott
International said in court papers.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SALPARE BAY: Court OKs $750,000 DIP Loan from Access
----------------------------------------------------
The U.S. Bankruptcy Court District Of Oregon has authorized
Salpare Bay LLC to obtain the DIP Loan from Access Business
Finance LLC up to $750,000, with $500,000 being the initial
maximum amount and the possibility of an additional advance of
$250,000 under the terms of the Settlement Agreement.  However,
prior to confirmation of the Debtor's Plan, the Debtor may borrow
only $500,000 from Access.

The Debtor is authorized to grant a Priming Lien to Access
Business to secure the DIP Loan, for the initial advances up to
$500,000 and for additional advances of up to $250,000 if
additional advances are approved under the terms of the settlement
agreement, which will constitute a first-lien trust deed on the
Property.

The Debtor will use the proceeds of the DIP Loan to pay for
construction costs to complete parking for the Marina, soft and
construction costs related to the conversion of the condominium
project to apartments, and for professional fees incurred by the
Debtor in the bankruptcy case, plus an additional $250,000
advanced if authorized under the Settlement Agreement.

The term of the loan will be two years with interest only monthly
payments.  The DIP Loan will bear interest at the rate of The Wall
Street Journal prime rate plus 10% floating daily.

                       About Salpare Bay

Vancouver, Washington-based Salpare Bay LLC operates a
condominium.  Salpare Bay filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 10-35333) on June 7, 2010.
Tara J. Schleicher, Esq., who has an office in Portland, Oregon,
represents the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.  A creditors committee has not been
appointed in this case.



SAVANNAH OUTLET: Files Full Payment Plan; DS Hearing Sept. 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
will convene a hearing on Sept. 20, 2011, at 12:00 p.m., to
consider adequacy of the disclosure statement explaining the
proposed chapter 11 plan dated July 25, 2011.  Objections, if any,
are due Sept. 8.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for the
satisfaction of all allowed administrative claims on the Effective
Date or as soon as practicable thereafter.  As to each
administrative claim allowed thereafter, payment will be made soon
as practicable.  The Plan also provides for the satisfaction of
all priority tax indebtedness either in cash or over a five-year
period in installments with interest.

The Plan also provides for full payment of the principal amounts
owing to its general unsecured creditors in two equal
installments, other than any unsecured claims held by insiders.

The Plan further provides for payments to Debtor's senior secured
creditor Comm 2006-C8 and the resumption of monthly payments to
Comm 2006-C8.  The Plan further provides for the resumption of
monthly interest-only payments to Debtor's junior secured creditor
U.S. Bank.

All equity interest in the Debtor will be deemed cancelled and
rendered null and void as of the Effective Date.

The distributions contemplated by the Plan will be made through

   a) the use of earnings and revenues of the Debtor and the
   Reorganized Debtor during the pendency of the Case and
   following the Effective Date, including without limitation the
   cash collateral of Comm 2006-C8, which is subject to the
   Allowed Claim of Comm 2006-C8 until such claim is paid in full
   pursuant to the plan;

   b) the purchase of new equity membership interests in the
   Reorganized Debtor by Blue Skies of Savannah, LLC in a total
   amount of $100,000; and

   c) the utilization of the sums remaining from the Knudsen
   Settlement.

Due to the purchase of all of the equity membership interests in
the Reorganized Debtor by Blue Skies of Savannah, LLC, it will be
the owner of the Reorganized Debtor.  Giuseppe Fusco will be named
the managing member of the Blue Skies of Savannah, LLC.  None of
the insiders named herein will receive compensation from the
Reorganized Debtor pursuant to the terms of the Plan.

A full-text copy of the disclosure statement explaining the Plan
is available for free at:

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

                   About Savannah Outlet Shoppes

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 10-42135) on Oct. 4, 2010.  Karen F. White,
Esq., at Cohen Pollock Merlin & Small PC, represents the Debtor.
The Debtors' professionals include Bulovic Law Firm, LLC, as local
co-counsel, and Steven H. Spears as accountant.  The Debtor
estimated assets and debts at $10 million to
$50 million.


SBARRO INC: Hires PricewaterhouseCoopers as Consultants
-------------------------------------------------------
Sbarro, Inc. and its debtor affiliates obtained the approval of
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York to employ PricewaterhouseCoopers LLP
as their bankruptcy consultants, independent auditors, tax
consultants, and international tax advisors, nunc pro tunc to the
Petition Date.

Pursuant to engagement letters signed by the parties, PwC has
agree postpetition to:

     * provide general and technical accounting advice with
       respect to the contemplated bankruptcy process as well as
       the statutory filings typically required by the Court;

     * provide advisory services in connection with the Debtors'
       accumulation of data and preparation of the schedules of
       assets and liabilities as well as statements of financial
       affairs as part of the statutory reporting requirements of
       the Court for each contemplated debtor entity;

     * establish and monitor prepetition and postpetition invoice
       controls and Chapter 11 monitoring procedures and
       monitoring, and tracking of critical vendor and PACA
       claimant payments;

     * provide advisory services in connection with the Debtors'
       data accumulation and preparation of monthly operating
       reports and other bankruptcy reports required by the
       Bankruptcy Rules, Local Bankruptcy Rules or guidelines
       promulgated by the U.S. Trustee; and

     * provide technical accounting advice with respect to the
       contemplated bankruptcy process.

The Debtors have also filed an application seeking to retain
Marotta Gund Budd & Dzera, LLC, to provide, among other things,
certain special financial advisor services.  All services that
Marotta Fund and PwC provide will be appropriately directed by the
Debtors to avoid duplication of services.

To the extent the Debtors request that PwC perform additional
services not contemplated by the Engagement Letters or directly
related to services detailed in the Engagement Letters, the
Debtors will seek further application for an order of approval by
the Court for any additional services, and that application will
set forth, in addition to the additional services to be performed,
the additional fees sought to be paid.

In connection with the Bankruptcy Consulting Engagement Letter,
PwC received a $200,000 retainer, of which $102,000 remained as of
the Petition Date.  PwC intends to apply the remaining Retainer
funds to fees and expenses authorized in its first interim fee
application.  The firm's current hourly rates, subject to periodic
adjustments, are:

   (a) Bankruptcy Consulting Engagement Letter

               Partner                           $800
               Director                          $550
               Manager                           $450
               Senior associate                  $350
               Associate                         $250
               Paraprofessional                  $200

   (b) Tax Consulting Engagement Letter

               Partner                    $600 - $700
               Manager/Director           $275 - $450
               Associate/Senior associate $150 - $275

The services PwC provides in connection with the engagements set
forth in the Audit Engagement Letter and the International Tax
Engagement Letter are compensated on a fixed fee basis, including
(i) the $635,000 fixed fee under the Audit Engagement Letter, of
which approximately $90,000 has yet to be paid by the Debtors, and
(ii) the $14,330 fixed fee under the International Tax Engagement
Letter, which the Debtors already paid to PwC.

Compensation for PwC's services under the International Tax
Engagement Letter is fixed per return unless the firm is required
to respond to tax authorities or perform audits, in which case the
Debtors compensate PwC hourly for the services, with $450 per hour
for Directors, and $270 per hour for Senior Associates.

To the extent that PwC uses the services of independent
contractors, subcontractors or employees of foreign affiliates or
subsidiaries in these cases, PwC will pass-through the cost of the
Contractors to the Debtors at the same rate that it pays the
Contractors.  PwC will seek reimbursement for actual costs only.

The Court has also authorized the Debtors to indemnify and hold
harmless PwC and its affiliates, their respective directors,
officers, agents, employees and controlling persons, and each of
their successors and assigns, pursuant to the terms and conditions
set forth in the Engagement Letters other than the Audit
Engagement Letters, subject to certain conditions.

Perry Mandarino, a PwC partner, disclosed that the firm's
representations of certain entities were or are only on matters
that are unrelated to the Debtors and these Chapter 11 cases.  He
assured the Court that the firm will not provide services to any
of these entities that are adverse to the Debtors or their estates
or related to issues connected to these cases.  PwC will also not
provide services to the Debtors that would be adverse to any of
these entities.  These entities include Bank of America
International, JP Morgan Chase, US Bank, Bank of America, N.A.,
Blackstone Debt Advisors LP, AT&T Corp., North Point Advisors LLC,
and Rothschild Inc.

PwC does not have an interest materially adverse to the Debtors,
their estates or any class of creditors or equity security
holders.  PwC is a disinterested person as defined in Section
101(14) of the Bankruptcy Code.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

Cantor Fitzgerald Securities, the agent for Sbarro's first lien
lenders and post-petition debtor-in-possession lenders, is being
advised by Davis Polk & Wardwell LLP, its legal counsel, and
Conway Del Genio Gries & Co., LLC, its financial advisor.

Sbarro in August 2011 filed a proposed plan sponsored by certain
of Sbarro's first lien lenders.  Under the Plan, 100% of the
outstanding amount of the $35 million postpetition debtor-in-
possession financing will be converted into an equal amount of a
newly issued $110 million senior secured exit term loan facility.
In addition, $173 million in prepetition senior secured debt held
by the prepetition first lien lenders will be converted into the
remaining exit term loan facility and 100% of the common equity of
the reorganized company.  A hearing to consider approval of the
disclosure statement for the proposed plan is scheduled for Sept.
7, 2011.


SBARRO INC: Hires Curtis Mallet-Prevost as Conflicts Counsel
------------------------------------------------------------
Sbarro, Inc. and its debtor affiliates sought and obtained the
approval of the U.S. Bankruptcy Court for the Southern District of
New York to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as
their conflicts counsel, nunc pro tunc to the Petition Date, in
accordance with the terms and conditions set forth in an
engagement letter, dated March 31, 2011, among the Debtors and the
firm.

The Debtors have also filed an application to retain Kirkland &
Ellis LLP as their lead attorneys.  Kirkland & Ellis is aware of
certain conflicts of interest and, accordingly, the Debtors seek
to employ Curtis Mallet-Prevost to handle matters that are not
appropriately handled by Kirkland & Ellis or other counsel to the
Debtors because of actual or potential conflict of interest issues
or, alternatively, matters which the Debtors, Kirkland or other
counsel to the Debtors request be handled by Curtis Mallet-
Prevost.

In particular, as set forth in the Kirkland Application, Kirkland
& Ellis currently represents, and in the past has represented,
MidOcean Partners, L.P. and certain of its affiliates in matters
unrelated to these chapter 11 cases.  Through various investment
funds that it manages, MidOcean holds 95% of the Debtors'
outstanding second lien debt, and, also is the indirect, majority
interest holder of Sbarro.  In the event that, in the future,
matters arise in which the Debtors and MidOcean are adverse,
Curtis Mallet-Prevost is not conflicted from representing the
Debtors in matters adverse to MidOcean and will handle those
matters during the course of these chapter 11 cases.

Curtis Mallet-Prevost will render professional services to the
Debtors for certain discrete matters, including:

     * Advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

     * Attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

     * Take necessary action to protect and preserve the Debtors'
       estates;

     * Prepare motions, applications, answers, orders, appeals,
       reports and papers necessary to the administration of the
       Debtors' estates;

     * Take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of one or more Chapter 11 plans;

     * Represent the Debtors in connection with obtaining
       postpetition financing;

     * Advise the Debtors in connection with any potential sale
       of assets; and

     * Perform other necessary legal services and provide other
       necessary legal advice to the Debtors in connection with
       these cases.

Should the Debtors seek to expand the role of Curtis Mallet-
Prevost beyond conflicts matters, the firm will file a description
of the expanded services with the Court.

Subject to the terms of the Application and the declaration of
Steven J. Reisman, a partner at Curtis Mallet-Prevost, the firm
will represent the Debtors in all matters with respect to the K&E
Conflict Parties as well as the conflict parties of any other
counsel to the Debtors.

The current hourly rates of Curtis Mallet-Prevost, which are
subject to change from time to time, are:

               Partner                    $730 - $830
               Counsel                    $510 - $590
               Associates                 $300 - $590
               Paraprofessionals          $190 - $230
               Managing clerks                   $450
               Support personnel           $55 - $325

Mr. Reisman informed the Court that Curtis Mallet-Prevost received
a classic retainer of $30,000 to provide for the payment of
services rendered and expenses incurred, and to b rendered and
incurred before the Petition Date.  The retainer was not fully
utilized and a positive balance of less than $3,000 remains, to be
reconciled in the ordinary course.  The firm will apply any
remaining amounts of the retainer as a credit toward postpetition
fees and expenses, after those amounts are approved pursuant to
the first order of the Court awarding fees and expenses to Curtis
Mallet-Prevost.

The firm also intends to seek reimbursement of necessary expenses
incurred in connection with the services.

Except as disclosed in the Reisman Declaration, Curtis Mallet-
Prevost does not hold or represent any interests adverse to the
Debtors, their creditors or any other party-in-interest, or their
respective attorneys and accountants.  Mr. Reisman assured the
Court that the firm will not represent any current or former
clients or their affiliates in these Chapter 11 cases or in other
matters adverse to the Debtors during the pendency of these cases.

Curtis Mallet-Prevost is a disinterested person as defined in
Section 101(14) of the Bankruptcy Code.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

Cantor Fitzgerald Securities, the agent for Sbarro's first lien
lenders and post-petition debtor-in-possession lenders, is being
advised by Davis Polk & Wardwell LLP, its legal counsel, and
Conway Del Genio Gries & Co., LLC, its financial advisor.

Sbarro in August 2011 filed a proposed plan sponsored by certain
of Sbarro's first lien lenders.  Under the Plan, 100% of the
outstanding amount of the $35 million postpetition debtor-in-
possession financing will be converted into an equal amount of a
newly issued $110 million senior secured exit term loan facility.
In addition, $173 million in prepetition senior secured debt held
by the prepetition first lien lenders will be converted into the
remaining exit term loan facility and 100% of the common equity of
the reorganized company.  A hearing to consider approval of the
disclosure statement for the proposed plan is scheduled for Sept.
7, 2011.


SBARRO INC: Wins Final Nod to Pay Critical Vendor Claims
--------------------------------------------------------
Judge Shelley C. Chapman has granted on a final basis the motion
of Sbarro, Inc. and its debtor affiliates for the entry of a final
order authorizing them, among other things, to pay certain
prepetition claims of (i) critical trade vendors and (ii) certain
essential mechanics and service providers, and to timely and fully
pay all valid claims arising under the Perishable Agricultural
Commodities Act of 1930 to PACA vendors in the ordinary course of
business.

The Debtors are authorized, but not directed, to pay the
prepetition claims of the Critical Vendors who agree to continue
to supply goods or services to the Debtors postpetition on terms
and conditions acceptable to the Debtors, in their sole discretion
in accordance with certain payment procedures.

The payments are approved to the extent that the aggregate amount
will not exceed $5,200,000, subject to advance notice and approval
of the Official Committee of Unsecured Creditors, through its
proposed financial advisor, Mesirow Financial Consultants, LLC.

The Debtors will undertake all appropriate and reasonable efforts
to condition payment of Critical Vendor Claims upon the execution
of a Trade Agreement, and the Debtors are authorized, but not
required, to enter into Trade Agreements when and if they
determine that it is appropriate to do so. The Debtors' inability
to enter into a Trade Agreement will not preclude them from
payment a Critical Vendor Claim when that payment is necessary to
the Debtors' operations.

The Debtors are also authorized, but not directed, in the
reasonable exercise of their business judgment, to pay all or part
of, and discharge, on a case-by-case basis, the Lien Claims in an
aggregate amount not to exceed $25,000.  Nothing in the final
order impairs the Debtors' ability to contest, without prejudice,
in their sole discretion, the validity and amounts of any claim
obligations to the Lien Claimants.

Moreover, the Debtors are authorized to review PACA Claims
received from PACA Vendors and to pay all valid PACA Claims in the
ordinary course of business, provided that the PACA Vendors
provide the appropriate PACA Notice.  The Debtors' right to
contest the validity or amount of any PACA Claims asserted against
them is unimpaired by the final order.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

Cantor Fitzgerald Securities, the agent for Sbarro's first lien
lenders and post-petition debtor-in-possession lenders, is being
advised by Davis Polk & Wardwell LLP, its legal counsel, and
Conway Del Genio Gries & Co., LLC, its financial advisor.

Sbarro in August 2011 filed a proposed plan sponsored by certain
of Sbarro's first lien lenders.  Under the Plan, 100% of the
outstanding amount of the $35 million postpetition debtor-in-
possession financing will be converted into an equal amount of a
newly issued $110 million senior secured exit term loan facility.
In addition, $173 million in prepetition senior secured debt held
by the prepetition first lien lenders will be converted into the
remaining exit term loan facility and 100% of the common equity of
the reorganized company.  A hearing to consider approval of the
disclosure statement for the proposed plan is scheduled for Sept.
7, 2011.


SBARRO INC: Employs Rothschild as Financial Advisor
---------------------------------------------------
Sbarro, Inc. and its debtor affiliates sought and obtained the
approval from Judge Shelley C. Chapman to employ Rothschild Inc.
as their financial advisor and investment banker, nunc pro tunc to
the Petition Date.

Rothschild will provide a broad range of necessary financial
advisory and investment banking services, including:

     * Identity and initiate potential transactions;

     * Review and analyze the Debtors' assets and the operating
       and financial strategies of the Debtors;

     * Review and analyze the business plans and financial
       projections prepared by the Debtors;

     * Evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure for the Debtors;

     * Assist the Debtors and their other professionals in
       reviewing the terms of any proposed transaction in
       responding thereto and, if directed, in evaluating
       alternative proposals for a Transaction;

     * Determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

     * Review and analyze any proposals the Debtors receive from
       third parties in connection with a transaction, including
       proposals for debtor-in-possession financing, as
       appropriate; and

     * Render other financial advisory and investment banking
       services customary for similar engagements as agreed upon
       by the parties.

The Debtors will compensate Rothschild in accordance with the
terms and conditions of an engagement letter dated Nov. 18, 2010,
which provides a fee and expense structure:

   (a) A monthly advisory fee of $150,000, whether or not a
       Transaction is proposed or consummated;

   (b) A Recapitalization Fee payable upon the consummation of
       a Transaction equal to $2,500,000 payable.  For avoidance
       of doubt, (i) no Recapitalization Fee will be payable
       solely upon the consummation of a Credit Facility
       Amendment and (ii) only one Recapitalization Fee will be
       Payable hereunder;

   (c) A Credit Facility Amendment Fee equal to $500,000 payable
       upon the consummation of any Credit Facility Amendment.
       For avoidance of doubt, no Credit Facility Amendment Fee
       will be payable in respect of any Transaction for which a
       Recapitalization Fee is payable;

   (d) A new capital fee equal to 1% of the face amount of any
       New Capital Raise, provided that Rothschild will only be
       entitled to a New Capital Fee (i) if it acts as an
       underwriter, placement agent or arranger of, or manages an
       organized process for a New Capital Raise and (ii) the New
       Capital Raise is not provided by the Debtors' existing
       equity holders, lenders or other creditors and is not debt,
       equity, or other securities issued to existing
       stakeholders pursuant to a Plan or converted into new debt
       in an out-of-court transaction;

   (e) Rothschild will credit against the Recapitalization Fee:
       (i) 100% of the Monthly Fees paid for periods commencing
       on April 18, 2011 and thereafter -- Monthly Fee Credit --
       and (ii) 100% of any Credit Facility Amendment Fee paid
       and not otherwise credited hereunder -- Credit Facility
       Amendment Fee Credit -- provided that the sum of any
       Monthly Fee Credit and Credit Facility Amendment Fee
       Credit will not exceed the Recapitalization Fee.

       In addition, Rothschild will credit against any New
       Capital Fee in excess of $1,500,000, 100% of any Credit
       Facility Amendment Fee paid and not otherwise credited
       Hereunder; and

   (f) Regardless of whether any Transaction occurs, the Debtors
       will promptly reimburse for travel and other reasonable
       out-of-pocket expenses incurred in connection with
       Rothschild's activities under the Engagement Letter.

Before the Petition Date, the Debtors paid Rothschild $815,000 in
fees on account of the Monthly Fees and an additional $98,753 on
account of the expense reimbursement, including an estimate of
prepetition expense of $30,000.  As of the Petition Date,
Rothschild does not hold a prepetition claim against the Debtors
for services rendered.

As part of the overall compensation payable to Rothschild under
the terms of the Engagement Letter, the Debtors have also agreed
to certain indemnification and contribution obligations.

Neil A. Augustine, a senior managing director and co-head of the
North American Debt Advisory and Restructuring Group of Rothschild
Inc., assured the Court that Rothschild's professionals advising
the Debtors have not and will not directly or indirectly share any
non-public information generated by, received from or relating to
the Debtors or their Chapter 11 cases with any employees of
Rothschild's affiliates or with any of the firm's employees except
on a confidential basis with other Rothschild employees who need
to know certain information for purposes of advising the Debtors.

Rothschild has not represented any potential parties-in-interest
in connection with matters relating to the Debtors, their estates,
assets, or businesses, and will not represent other entities,
which are creditors of or have other relationships to the Debtors
in matters relating to these Chapter 11 cases, according to Mr.
Augustine.

Except as disclosed in the Augustine Declaration, Rothschild does
not hold or represent an interest adverse to the Debtors' estates
and is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

Cantor Fitzgerald Securities, the agent for Sbarro's first lien
lenders and post-petition debtor-in-possession lenders, is being
advised by Davis Polk & Wardwell LLP, its legal counsel, and
Conway Del Genio Gries & Co., LLC, its financial advisor.

Sbarro in August 2011 filed a proposed plan sponsored by certain
of Sbarro's first lien lenders.  Under the Plan, 100% of the
outstanding amount of the $35 million postpetition debtor-in-
possession financing will be converted into an equal amount of a
newly issued $110 million senior secured exit term loan facility.
In addition, $173 million in prepetition senior secured debt held
by the prepetition first lien lenders will be converted into the
remaining exit term loan facility and 100% of the common equity of
the reorganized company.  A hearing to consider approval of the
disclosure statement for the proposed plan is scheduled for Sept.
7, 2011.


SEAHAWK DRILLING: Wants Plan Exclusivity Until Aug. 30
------------------------------------------------------
Seahawk Drilling, Inc., has asked the U.S. Bankruptcy Court for
the Southern District of Texas to extend the exclusivity period
for the Debtors to solicit acceptances of its Chapter 11 Plan up
to and through the conclusion of the Aug. 30 confirmation hearing
on the Plan.

The Debtors are optimistic that the Plan will be confirmed at the
Aug. 30 confirmation hearing.  The Debtors' Plan contemplates
satisfying allowed unsecured claims in full and providing a
significant distribution to the Debtors' equity interest holders.

Both the Official Committee of Unsecured Creditors and the
Official Committee of Equity Security Holders support the Plan.

After obtaining approval of the disclosure statement on July 8,
2011, the Debtors have begun the solicitation process and will
continue to work with all parties-in-interest to resolve issues
that arise in relation to confirmation of the Plan.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  The bankruptcy court
approved an Asset Purchase Agreement between Hercules Offshore and
its wholly owned subsidiary, SD Drilling LLC, and Seahawk
Drilling, pursuant to which Seahawk agreed to sell to Hercules,
and Hercules agreed to acquire from Seahawk, all 20 of Sellers'
jackup rigs and related assets, accounts receivable and cash and
certain liabilities of Sellers in a transaction pursuant to 11
U.S.C. Sec. 363.  The deal was valued at about $176 million when
it received court approval.  The deal closed on April 27, 2011.


SECUREALERT INC: Acquires All Outstanding Capital Stock of ISS
--------------------------------------------------------------
SecureAlert, Inc., entered into an agreement with Borinquen
Container Corp., and Borinquen's wholly-owned subsidiary,
International Surveillance Services Corporation.  At the time of
the transaction, Borinquen was a significant shareholder of the
Company, the beneficial owner of 7.5 percent of the issued and
outstanding shares or common share equivalents of the Company.
ISS was a distributor of the Company, operating under a
distribution agreement granting ISS exclusive rights to market and
sell the Company's offender monitoring devices and services in
South and Central America, the Caribbean, Spain and Portugal.

Under the Agreement, the Company acquired from Borinquen all of
the issued and outstanding capital stock of ISS, which will now
operate as a wholly-owned subsidiary of Company.  In consideration
for the transfer and sale of the shares of ISS, the Company paid
these consideration:

   (1) 62,000,000 restricted shares of the Company's common stock,
       $0.0001 par value per share, valued at the current market
       price of approximately $0.08 per share, or $4,960,000; and

   (2) A royalty payable for 20 years pursuant to the terms of a
       Royalty Agreement of even date with the Agreement, in an
       amount equal to 20 percent of the net revenues from the
       sale or lease of the Company's products and services within
       the Territory.  The royalty payments are due quarterly and
       the term of the Royalty Agreement expires June 30, 2031.

As a consequence of this transaction, the previous distribution
agreement between the Company and ISS was terminated.  That
agreement had provided for payment of commissions to ISS equal to
50 percent of net revenues within the Territory, with the
exception of net revenues from the Commonwealth of the Bahamas and
Mexico, where the commission payable to ISS was to be 30 percent
of net revenues.  The Agreement contained mutual releases,
including releases granted by Borinquen of certain guarantees made
by former officers and directors of the Company as security for
the Company's performance under earlier agreements with Borinquen.

Under the terms of the Royalty Agreement, if the Company does not
make royalty payments to Borinquen as required by the Royalty
Agreement, the prior royalty rates (50 percent and 30 percent)
will apply and the distribution rights previously held by ISS will
be reconveyed to Borinquen.

The Company has, at its sole option, a right to terminate this
Royalty Agreement for either a payment of $15,000,000 in cash or
in shares of common stock valued at $0.083 per share.  The
Purchase Option may be exercised by the Registrant on or before
Dec. 31, 2011, unless otherwise agreed to and mutually modified
between the parties.

As a result of the issuance of the Company's shares to Borinquen
under the Agreement, Borinquen's beneficial ownership in the
Company is now equal to approximately 17.8 percent of the issued
and outstanding shares of the Company.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

The Company reported a net loss of $2.07 million on $3.68 million
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $5.53 million on $3.20 million of total revenue for
the same period a year earlier.

The Company's balance sheet at March 31, 2011, showed $12.77
million in total assets, $11.06 million in total liabilities and
$1.71 million in total equity.


SHALAN ENTERPRISES: BoA and U.S. Trustee Object to Creditor Plan
----------------------------------------------------------------
Creditor Perry and Rita Klein in June filed an amended plan of
reorganization for debtor Shalan Enterprises, LLC.  The Plan, as
amended, provides for the appointment of a Trustee to sell assets
of the estate to pay the creditors in full as soon as possible.

The original iteration of the Klein plan was filed in October
2010, but was rejected by the bankruptcy judge in May this year.

Bank of America, N.A., successor-in-interest to BAC Home Loans
Servicing, LP f/k/a Countrywide Home Loans Servicing LP f/k/a
Countrywide Home Loans, Inc., a secured creditor holding first
liens on five properties of the Debtor, arguing that the Amended
Plan violates Sections 1129(B)(2)A) and 1129(A)(7) of the
Bankruptcy Code in that it has failed to comply with the fairness
and equity requirements of the Code.

BofA does not object to the majority of the Plan treatment nor
does it object to a potential sale of each property, and ongoing
payments until the sale.  However, BofA does object to the
"attempt to ignore" the requirement for approval of the sale as
required under Section 363 of the Bankruptcy Code, as the Debtor
will undoubtedly be selling the property free and clear of all
liens and encumbrances.  The Debtor must obtain approval to sell
the properties in accordance with the requirements of Section 363,
Lee S. Raphael, Esq., at Prober & Raphael, A Law Corporation, in
Woodland Hills, California, asserts.

In another filing the U.S. Trustee does not believe that the
Disclosure Statement contains "adequate information" upon which
parties-in-interest will be able to make an informed judgment
about the Klein Plan, as required by Section 1125 of the
Bankruptcy Code.

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.  Shalans'
business is to hold 34 of Alan Rapoport's real estate holdings.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-43263) on Nov. 25, 2009.  The Company has
assets of $12,540,000, and total debts of $7,426,313.

Shalan Enterprises' case is substantially consolidated with the
case of Alan Rapoport, who filed Chapter 11 bankruptcy (Case No.
09-43499) on Nov. 30, 2009.


SHELBRAN INVESTMENTS: Management Plan Promises 100% for Unsecureds
------------------------------------------------------------------
Shelbran Investments, L.P., has filed with the U.S. Bankruptcy
Court for the Middle District of Florida a proposed reorganization
plan and an accompanying disclosure statement.

Under the Plan: (a) the Debtor will transfer a portion of its
properties to those creditors which are secured in full
satisfaction of their respective debts; and (b) the Debtor will
market and sell a portion of its properties to pay a portion of
the debts owed to its unsecured creditors.  Based on its review of
the claims and the plan treatments provided under the Plan of
Reorganization, the Debtor believes that it will pay its unsecured
creditors in full.

Management of the Reorganized Debtor will remain the same, with
Stephen R. Holgate managing day-to-day operations.  While the
Debtor does not expect that the pending criminal charges against
Mr. Holgate will effect the ability of him to manage the Debtor,
if such impairment occurs, The Shelbran Company, as General
Partner of the Reorganized Debtor, will appoint a new manager for
day-to-day operations.

The plan divides the claims against the Debtor into 11 classes:

     A. Class 1 (Independence Bank secured claim) - Debtor will
        transfer San Jacinto property Parcel 1 to Independence
        Bank in full satisfaction of the claim.

     B. Class 2 (secured claim of Odell Income Fund, L.P.) -
        Debtor will transfer a 50% interest in 38.83 acres of real
        property in San Jacinto, Calif., to Odell Income Fund in
        full satisfaction of its claim.

     C. Class 3 (secured debt of Encore Income Fund) - Debtor will
        transfer a 50% interest in 38.83 acres of real property in
        San Jacinto, Calif., in full satisfaction of the claim.

     D. Class 4 (pre-petition tax claims) - The Riverside County
        Tax Collector will be paid in full with statutory interest
        on or before December 20, 2015, or on the date of the sale
        or transfer of the property on which on which the Tax
        Collector has a lien.

     E. Class 5 (Bank of Hemet secured debt) - Debtor will abandon
        any property securing debt to Bank of Hemet.  Bank of
        Hemet has agreed to limit its unsecured claim in this case
        to $5,000.

     F. Class 6 (secured claims of Bank of America) - Debtor will
        transfer real property located at 2144 Villines Avenue,
        San Jacinto, Calif., in full satisfaction of the claim.

     G. Class 7 (secured claims of Alarion Bank) - To be paid in
        full plus interest upon the sale of the Shelbran Farm
        Property, on or before June 30, 2012.

     H. Class 8 (Marion County Tax Collector secured claims) - To
        be paid in full with statutory interest upon the sale of
        the Shelbran Farm Property, on or before June 30, 2012.

     I. Class 9 (Section 507(a)(8) priority claims) - Will receive
        payment in full on June 30, 2012.

     J. Class 10 (General unsecured claims) - Will receive pro
        rata share of: $100,000, on the Effective Date; $100,000
        on the 6-month anniversary of the Effective Date;
        $100,000 on the 2-year anniversary of the Effective Date.

     K. Class 11 (General unsecured claimants each with claims not
        exceeding $300) -Will receive payment on the Effective
        Date.

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

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SHELBRAN INVESTMENTS: Independence Bank Gets Ch. 11 Trustee
-----------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida directed the U.S. Trustee to appoint a Chapter
11 trustee in the Chapter 11 case of Shelbran Investments, L.P.

Secured creditor Independence Bank requested for the appointment
of a Chapter 11 trustee.  According to the bank, in November 2009,
Stephen Holgate, president, secretary and treasurer of The
Shelbran Company, Inc., was indicted as part of an alleged illegal
campaign contribution and money laundering scheme between
developers and local politicians in San Jacinto, California.
Prosecutors allege that money given by Mr. Holgate to various
campaigns was intended to bribe local officials to obtain
favorable entitlements, exemptions and zoning preferences for the
real property owned by Mr. Holgate through the Debtor.

Currently, Mr. Holgate was charged with 31 felonies and
71 misdemeanors.

On June 23, 2011, a California newspaper reported that Jim Ayres,
a former San Jacinto city councilman and economic development
agency project manager, and co-defendant of Mr. Holgate, pled
guilty to felony conspiracy, bribery and conflict of interest
charges, along with misdemeanor illegal contribution and money
laundering charges.

Independence Bank contended that the criminal charges against
Mr. Holgate, and the guilty plea of Mr. Holgate's co-defendant on
many of the same charges, show a pattern of dishonesty and gross
mismanagement of the affairs of the Debtor by Mr. Holgate before
the commencement of the case.

Independence Bank is represented by:

         Thomas J. Polis, Esq.
         19800 MacArthur Boulevard, Suite 1000
         Irvine, CA 92612-2433
         Tel: (949) 862-0040
         Fax: (949) 862-0041
         E-mail: tom@polis-law.com

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SHELBRAN INVESTMENTS: Hearing on Conversion/Dismissal Aug. 23
-------------------------------------------------------------
As reported in the TCR on June 28, 2011, Donald F. Walton, the
U.S. Trustee for Region 21, asked the U.S. Bankruptcy Court for
the Middle District of Florida to dismiss the Chapter 11 case of
Shelbran Investments LP or convert the Debtor's bankruptcy case,
citing that the Debtor has not filed a Chapter 11 plan and
disclosure statement.

Shelbran Investments, L.P., opposed the motion of the U.S.
Trustee.  The Debtor related that it has been in extensive
negotiations with its creditors and expects to file its plan of
reorganization within the next 60 days.

Independence Bank, a secured creditor in the Debtor's Chapter 11
case, also asked the Bankruptcy Court to dismiss the Debtor's
bankruptcy case on the following grounds:

(a) there is substantial or continuing loss to or diminution of
    the estate and the absence of a reasonable likelihood of
    rehabilitation;

(b) The Debtor has grossly mismanaged the estate as evidenced by
    the criminal allegations against Stephen Holgate, its
    principal;

(c) The Debtor has failed to maintain appropriate insurance on
    property of the estate that poses a risk to the estate or to
    the public;

(d) The Debtor sold a 2007 Chevrolet Suburban and an easement on
    property of the estate located in Nogales, Arizona, without
    notice, a hearing or Court approval;

(e) the Debtor has failed to timely provide required documentation
    requested by the U.S. Trustee.

The Debtor has since filed a plan of reorganization and disclosure
statement describing its plan.

The basic terms of the Plan are (a) the Debtor will transfer a
portion of its properties to those creditors which are secured in
full satisfaction of their respective debts; and (b) the Debtor
will market and sell a portion of its properties to pay a portion
of the debts owed to its unsecured creditors.  Based on its review
of the claims and the plan treatments provided under the Plan of
Reorganization, the Debtor believes that it will pay its
unsecured creditors in full.

Pursuant to the Plan, among other things, Debtor will transfer San
Jacinto property Parcel 1 to Independence Bank in full
satisfaction of its secured claim.  Holders of General Unsecured
Claim will receive their pro rata share of: $100,000, on the
Effective Date; $100,000 on the 6-month anniversary of the
Effective Date; $100,000 on the 2-year anniversary of the
Effective Date.

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

The proposal to dismiss or convert the case matter is
set for final evidentiary hearing on August 23, 2011.

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SHELBRAN INVESTMENTS: Has Nod for Marshall McIntyre as Appraiser
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Shelbran Investments LP permission to employ Marshall L.
McIntyre, M.A.I., as property appraiser, to provide real estate
property appraisal services, nunc pro tunc as of May 1, 2011.

As reported in the TCR on June 29, 2011, the Debtor assured the
Court that Mr. McIntyre is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.  Mr. McIntyre
will charge $125 per hour for this engagement.

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SHENANDOAH APARTMENTS: 2 Firms Buy Upscale Community for $19-Mil.
-----------------------------------------------------------------
Shakopee Valley News reports that two East Coast real estate firms
have acquired Shakopee, Minnesota's most upscale and expensive
apartment community for $19 million, saving the 202-unit complex
from foreclosure.

Shenandoah Apartments, was placed in receivership in December.  It
was purchased by the Praedium Group of New York, a real estate
investor, and CAPREIT of Maryland, which owns and manages more
than 50 housing complexes throughout the country, according to the
report.

The report notes that the apartment complex was built in 2005 with
a bank loan of $24.5 million.  The report relates that it still
owed $16 million to Bank of America and had failed to make its
payments since June 2010.

Shakopee Valley News discloses that the Donald Parrott Trust also
holds a mortgage against the property, and United Building Centers
has a mechanic's lien.

It is unclear who owns Shenandoah Apartments, LLC, which is listed
as the borrower in the foreclosure case, the report notes.


SHILO INN: Can Employ Levene Neale Bender as Counsel
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the application of Shilo Inn, Seaside Oceanfront, LLC
to employ Levene, Neale, Bender, Yoo & Brill L.L.C. as its
counsel.  The Court found that Levene Neale Bender does not hold
or represent any interest adverse to the Debtor or its estate and
that the firm is a disinterested person as defined in Section
101(14) of the Bankruptcy Code.

                About Shilo Inn Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, serves
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SONJA TREMONT-MORGAN: Ex-Hubby Holding Up $7M Deal, Creditor Says
-----------------------------------------------------------------
Django Gold at Bankruptcy Law360 reports that Hannibal Pictures
Inc. on Wednesday told a New York bankruptcy judge that the ex-
husband of a "Real Housewives of New York City" star is
intentionally delaying his ex-wife's Chapter 11 proceedings, which
is preventing her from paying $7 million she owes for a failed
movie deal.

John Adams Morgan has withheld payment of a $3 million divorce
settlement and $300,000 in back alimony to his ex-wife, reality
star Sonja Tremont-Morgan, and has refused to cooperate with the
sale of two properties they co-own, according to Law360.

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SOUNDVIEW CLINICS: Espada Defending Medicaid Funding for Clinics
----------------------------------------------------------------
Dow Jones DBR Small Cap reports that Pedro Espada, the former New
York state senator indicted on corruption charges, vowed Tuesday
to fight efforts by the state to put him and his Bronx health
clinics out of business.


SOUTH EDGE: Wins Judge OK for $21.4 Million Loan
------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Bruce A. Markell on Friday approved a
$21.4 million loan to South Edge LLC to help it avoid insolvency
and bridge an exit from bankruptcy.

Law360 relates that Judge Markell granted the request for the new
money for the beleaguered South Edge at a hearing Friday,
according to Bob Moore, an attorney for the trustee.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


VIVIAN ALEXANDER: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------------
Vivian Alexander Inc., filed for Chapter 7 bankruptcy protection
earlier this month in the U.S. Bankruptcy Court in the Western
District of Louisiana.

The Daily Advertiser reports that the Maurice-based company "is in
serious financial trouble," primarily because of large debts owed
to the Internal Revenue Service and the Louisiana Department of
Revenue.  According to The Daily Advertiser, the court filings
indicate that the company owes about $236,000 in taxes and
penalties to the IRS, as well as around $2,763 in unemployment
taxes to the Louisiana Department of Labor, about $6,868 in
withholding taxes to the Louisiana Department of Revenue, nearly
$11,000 to the Louisiana Department of Revenue for sales taxes and
another $10,000 to the Vermilion Parish School Board for sales
taxes.

The Daily Advertiser relates Company President Alexander Caldwell
said the filing is simply a way to restructure the company's
business model.  Mr. Caldwell said he has not lost any suppliers
and continues to design and create new items, which will continue
to be for sale.

Katy Stech reports that the legal move will help Mr. Caldwell, the
79-year-old business owner, wind down the formal operations.  Mr.
Caldwell will continue to sell his artwork through his Web site.

Vivian Alexander -- http://www.vivianalexander.com/-- creates and
sells purses, art sculptures, gifts and jeweled accessories.


WINDSOR PETROLEUM: S&P Cuts Rating on $239.1-Mil. Notes to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Windsor
Petroleum Transport Corp.'s $239.1 million secured term notes due
Jan. 15, 2021, ($224.1 million currently outstanding) to 'BB-'
from 'BB+'. The outlook on the rating remains negative. "At the
same time, we revised our recovery rating on the term note
issuance to '4' from '3', indicating our expectation of an average
(30%-50%) recovery of principal in the event of a payment
default," S&P said.

"The rating action follows cancellation of Windsor's memorandum of
understanding to sell the Pioneer for a net value that we believe
would have redeemed the principal and interest associated with the
vessel," said Standard & Poor's credit analyst Mark Habib.

BP Shipping, a wholly owned subsidiary of BP PLC (A/Stable/A-1),
had operated the Pioneer under a bareboat charter, but exercised
its termination option, ending its charter in January 2011. "We
believe the weak tanker environment will make it difficult to find
another buyer at a similar price in the short term. As a result,
Windsor must continue to operate the vessel in the merchant
market at spot-charter rates, exposing it to merchant and
operating risk, while it seeks a long-term solution," S&P related.

The negative outlook on the rating reflects Windsor's exposure to
volatile spot-charter rates on the Pioneer, and the potential for
additional charter terminations on the remaining vessels annually
starting as soon as 2013. As long as average spot-rate earnings
for the Pioneer are lower than breakeven, the project will have to
continue to draw on the debt service reserve. Sustained draws on
the reserve could lead to further rating downgrades if they
raise the future breakeven rate significantly above $33,000 per
day. "If Windsor is able to fix the Pioneer on a medium- to long-
term charter equal to or above the breakeven rate and if the
project is able to maintain or improve its liquidity position, we
could revise the outlook to stable," S&P said.


WYNDHAM WORLDWIDE: Moody's Says 'Ba1' CFR Unchanged
---------------------------------------------------
Moody's Investors Service said that Wyndham Worldwide
Corporation's ratings, including its Ba1 Corporate Family Rating
and positive rating outlook, remain unchanged following the
company's announcement that it increased its share repurchase
authorization by $500 million, bringing the authorization up to
$755 million.

The principal methodology used in rating Wyndham was Global
Lodging rating methodology published in December 2010. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

Wyndham Worldwide Corporation is one of the largest hotel
franchisors in the world and operates in three segments of the
hospitality industry: lodging, vacation exchange and rentals, and
vacation ownership. The company also develops and sells vacation
ownership (timeshare) intervals to individual consumers and
provides consumer financing in connection with these sales.
Wyndham generates annual revenues of about $4 billion.


XTREME GREEN: Posts $370,300 Net Loss in Q2 2011
------------------------------------------------
Xtreme Green Products Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $370,331 of $805,298 of sales for
the three months ended June 30, 2011, compared with a net loss of
of $381,997 on $91,330 of sales for the same period last year.

The Company reported a net loss of $789,255 on $1.3 million of
sales for the six months ended June 30, 2011, compared with a net
loss of $791,857 on $124,930 of sales for the same period last
year.

The Company's balance sheet at June 30, 2011, showed $1.6 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $507,064.

Kingery & Crouse PA, in Tampa, Florida, expressed substantial
doubt about Xtreme Green Products' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has incurred significant losses
from operations and has working capital and stockholder
deficiencies.

A copy of the Form 10-Q is available at http://is.gd/gL2fwq

Based in North Las Vegas, Nev., Xtreme Green Products Inc. is an
eco-vehicle company that designs, develops and manufacXtures
revolutionary, green, 100% electric powered products such as
Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs)
All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles.


ZOOM TELEPHONICS: Incurs $326,100 Net Loss in Q2 2011
-----------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $326,069 on $3.2 million of sales for the
three months ended June 30, 2011, compared with a net loss of
of $162,067 on $3.5 million of sales for the same period last
year.

The Company reported a net loss of $610,671 on $6.0 million of
sales for the six months ended June 30, 2011, compared with a net
loss of $460,145 on $6.0 million of sales for the same period last
year.

The Company's balance sheet at June 30, 2011, showed $5.9 million
in total assets, $2.3 million in total liabilities, and
stockholders' equity of $3.6 million.

As reported in the TCR on April 5, 2011, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Zoom Telephonics'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring net losses and continues to experience negative cash
flows from operations.

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

Headquartered in Boston, Massachusetts, Zoom Telephonics, Inc.
(OTC BB: ZMTP) -- http://www.zoomtel.com/-- designs, produces,
markets, and supports communication products under the Zoom,
Hayes(R), and Global Village(R) brands.


* Fitch: U.S. High Yield Default Rate Moves Up to 1.3% in July
--------------------------------------------------------------
The July bankruptcy filing by OPTI Canada, Inc. (OPTI Canada)
marked the first default to top the billion-dollar mark in eight
months, according to Fitch Ratings.  The energy company's default
affected $2.6 billion in bonds, the largest since CIT Group Inc.
in November 2009.  The resulting year-to-date default tally moved
up to $4.7 billion in July and the defaulted issuer count to 10.
In the first seven months of 2010, 15 issuers defaulted on $3.2
billion in bonds.

OPTI Canada's default pushed the trailing 12-month (TTM) U.S. high
yield default rate up to 1.3% from 1.1% in June.  The July 2010
TTM default rate was 4.2%.  The default rate fell to 1.3% by year-
end 2010 and remained unchanged at 1.1% from January through June.
Soft economic data in recent weeks, especially news of
surprisingly weak GDP growth in the first half of the year, has
cast uncertainty on the sustainability of the benign default
environment.  Even with the single but large default in July, the
high yield default rate remains exceptionally low.

The rate is running below the low end of Fitch's forecast for 2011
of 1.5%-2%.  Important supports for continued low defaults in the
near term include limited debt maturities through year-end,
considerable cash reserves accumulated over two years of good
earnings growth, and a strong issuer focus on cost containment and
conservative balance sheet management. The speculative grade
rating drift has been positive for well over a year, with upgrades
running consistently ahead of downgrades. In addition, interest
rates remain low and the price of oil is down roughly 25% from its
April high.

Timing is another consideration.  The recession of 2008-2009
already claimed the weakest companies.  Since the start of 2008,
259 issuers have defaulted and restructured $188 billion in bonds.
Taking inventory of the high yield market's profile at the end of
July, the par rating mix consisted of 44% 'BB', 38% 'B', and 19%
'CCC' or lower rated issues.

Fitch finds that 15% of U.S. high yield market volume currently
outstanding (totaling $1.1 trillion) is associated with fallen
angels -- companies downgraded from investment grade to
speculative grade over the course of the recent recession.  The
rating mix of the fallen angel bonds is notably stronger than the
rest of the high yield universe. Some 70% of fallen angel volume
is rated 'BB', compared with 39% for the rest of the market. The
$201 billion of bonds rated 'CCC' or lower consists mainly of more
seasoned high yield issues.

While a number of factors are expected to keep defaults low
through year-end, a protracted period of weak U.S. growth or -- in
the worst case -- a second full-blown recession remains a major
concern. The high yield survivors of prior recessions have
benefited from far more robust recoveries than current conditions.
In the end, cost containment and refinancing have greatly
alleviated default pressures but neither can make up for poor or
negative revenue and cash flow growth among companies that are
highly levered.


* Junk Bond Losses Mount in Worst Month Since 2008
--------------------------------------------------
Carla Main at Bloomberg News reports speculative-grade bonds
worldwide are inflicting the biggest losses on investors since
November 2008 amid the creditmarket seizure on mounting evidence
that the global economy is in danger of tumbling into recession.

According to the report, First Data Corp., the credit-card
processor acquired by KKR & Co. for $27.5 billion in 2007, and
Dallas-based Energy Future Holdings Corp. led declines of 4.6%
this month for high yield, high-risk debt, according to the Bank
of America Merrill Lynch Global High Yield Index.  Investors
withdrew an unprecedented $2.1 billion from junk mutual funds on
Aug. 9, research firm EPFR Global said.

The report relates that junk bonds are losing favor after gaining
96% from the end of 2008 through last month as the U.S. economy
grows at a pace that the Federal Reserve is calling "considerably
slower" than expected, threatening the neediest borrowers' ability
to pay their debts.


* S&P: Global Corp Defaults Total 23 So Far in 2011
---------------------------------------------------
Global corporate defaults total 23 so far in 2011.  No corporate
issuers defaulted last week, but Standard & Poor's revised the
total since its last report as part of its quarterly
reconciliation process, said an article published Friday by
Standard & Poor's Global Fixed Income Research, titled "Global
Corporate Default Update (Aug. 4 - 10, 2011)."

Of the total defaulters this year, 15 were based in the U.S.,
three were based in New Zealand, two were based in Canada, and one
each was based in the Czech Republic, France, and Russia.  By
comparison, 55 global corporate issuers had defaulted by this time
in 2010. Of these defaulters, 39 were U.S.-based issuers, two were
European issuers, seven were from the emerging markets, and
another seven were in the other developed region (Australia,
Canada, Japan, and New Zealand).

Nine of this year's defaults were due to missed interest or
principal payments and six were due to distressed exchanges --
both among the top reasons for default in 2010.  Of the remaining
eight, four issuers defaulted after they filed for bankruptcy,
another two were forced into liquidation as a result of regulatory
actions, the seventh had its banking license revoked by its
country's central bank, and the eighth was appointed a receiver.
Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.

Standard & Poor's expects the U.S. corporate trailing 12-month
speculative-grade default rate to decline to 1.6% by June 2012. A
total of 25 issuers would need to default from July 2011 to June
2012 to reach this forecast.  By comparison, the default rate in
June 2011 is 2.25%. In the 12 months ended June 2011, 32
speculative-grade issuers defaulted. Less than one-third of those
defaults occurred in the first half of 2011.  Improved lending
conditions and greater availability of capital, even for low-rated
issuers, continue to temper our default expectations in the short
term.  In addition, stronger credit quality, as reflected by fewer
downgrades and lower negative bias, should help companies mitigate
the effects of lackluster economic growth and uncertainty about
domestic and international sovereign funding.

In addition to S&P's baseline projection, its forecasts the
default rate in our optimistic and pessimistic scenarios.  In its
optimistic default rate forecast scenario, the economy and the
financial markets improve more than expected, and, as a result,
S&P would expect the default rate to be 1.2% (18 defaults in the
next 12 months).

On the other hand, if the economic recovery stalls and the
financial markets deteriorate -- which is S&P's pessimistic
scenario -- S&P expects the default rate to be 4% (62 defaults) by
June 2012.  S&P bases its forecasts on quantitative and
qualitative factors that it considers, including, but not limited
to, Standard & Poor's proprietary default model for the U.S.
corporate speculative-grade bond market.


* S&P: Speculative-Grade Composite Spread Narrows to 707 Bps
------------------------------------------------------------
Standard & Poor's speculative-grade composite spread narrowed by
one basis point on Friday to 707 basis points (bps), while the
investment-grade composite spread remained steady at 199 bps.  By
rating, the 'AA' and 'BB' spreads expanded by one basis point
each, to 144 bps and 513 bps, respectively.  The 'A' spread
remained unchanged at 176 bps.  The 'BBB' spread tightened by one
basis point to 235 bps, 'B' narrowed by 2 bps to 749 bps, and
'CCC' narrowed by 5 bps to 1,053 bps.

By industry, financial institutions and utilities remained
unchanged at 318 bps and 200 bps, respectively.  Banks narrowed by
one basis point to 319 bps, industrials tightened by 3 bps to 324
bps, and telecommunications narrowed by 3 bps to 346 bps.

The investment-grade composite spread is now at its highest point
for the year.  Meanwhile, the speculative-grade composite spread
is one basis point away from its highest point for the year.
Since the beginning of August, the investment-grade spread has
increased by 18%, and the speculative-grade spread is up by 27%.

"We expect continued volatility in the near term, especially in
the speculative-grade segment, which could result from both
positive and negative factors.  On the positive side, we expect
U.S. corporate defaults to remain low in the short term.  On the
negative side, an increase in volatility in the financial markets,
influenced partially by sovereign rating concerns, could continue
to weigh on risky assets," S&P said.


* S&P FAQ Addresses Impact of U.S. Downgrade on Corporate Funding
-----------------------------------------------------------------
Following the downgrade of the United States of America to 'AA+',
Standard & Poor's Global Fixed Income Research is taking a look at
several market indicators, including bond spreads, issuance
volume, and the corporate default rate.

In an article published Aug. 15, titled "Frequently Asked
Questions: Assessing The Impact Of The U.S. Downgrade On Corporate
Funding," the firm addressed some of the frequently asked
questions about how the rating action on the U.S. could affect
these measures by providing a snapshot of credit market conditions
immediately prior to and following the downgrade.

Standard & Poor's Ratings Services placed its long- and short-term
sovereign credit ratings on the U.S. on CreditWatch with negative
implications on July 14.  "Since then, credit spreads for both
investment-grade and speculative-grade companies have risen
sharply, by 17% and 29%, respectively," said Diane Vazza, head of
Standard & Poor's Global Fixed Income Research.

On Aug. 5, Standard & Poor's lowered its long-term rating on the
U.S. to 'AA+'.  "In the next few days, the investment-grade spread
increased from 176 bps to 199 bps on Aug. 11," said Ms. Vazza.
"The spread surpassed its one-year moving average of 179 bps and
its level of 177 bps, where it began the year.

Meanwhile, the speculative-grade spread expanded to 708 bps on
Aug. 11 from 609 bps on Aug. 5."  In addition, speculative-grade
issuance volumes have plummeted since July 14.  In the first 10
days of August, companies did not issue any speculative-grade
bonds that were rated by Standard & Poor's.  "We do not believe
the downgrade itself is likely to drive up the default rate," said
Ms. Vazza.  "However, an increase in the default rate could result
from a sustained deterioration of market fundamentals and stalled
economic growth in the U.S."

Overall market conditions have deteriorated over the past month,
but the default rate is a lagging indicator, which means it
usually rises following sustained periods of economic weakness.
The impact of the current market stress may not lead to an
appreciable increase in the default rate until after S&P's current
forecast horizon.


* U.S. Commercial Bankruptcy Filings Fall 11.6% During July
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the rate of corporate
bankruptcy filings continued to ease throughout July as business
owners and their lenders--both paralyzed by broader economic
uncertainty--agree to avoid court-supervised restructurings.


* Thorp Reed Adds Bankruptcy Muscle With New Del. Office
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Thorp Reed &
Armstrong LLP announced Monday that it would open a new office in
Wilmington, Del., bolstering the Pennsylvania-based firm's
bankruptcy practice group.

"Thorp Reed is now situated to provide local counsel for clients
and co-counsel in Delaware matters, a significant role in a state
with stringent rules for the practice of law," the firm said in a
statement.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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.


                  *** End of Transmission ***