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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, August 26, 2011, Vol. 15, No. 236

                            Headlines

101 CHARLES: RL BB Has Nod to Foreclose on Jefferson Building
329 GREENE: Case Summary & 10 Largest Unsecured Creditors
AGUA CALIENTE: Fitch Cuts Rating on Senior Sec. Notes to 'BB'
AIG BAKER: Says Unsecureds Out of the Money, Asks Dismissal
AIG BAKER: Wells Fargo OKs Access to Cash Until Dismissal

ALBERSTONS LLC: To Close Mount Dora Store in October
AMFIN FINANCIAL: Files Schedules of Assets and Liabilities
AWAL BANK: Court Extends Plan Filing Deadline to February
BANNING LEWIS: KeyBank Now Owns 2,400-Acre East Side Property
BOUNDARY BAY: U.S. Trustee Adds DBSK LLC to Creditors Committee

CAMPANA FAMILY: Plan Outline Hearing Rescheduled to Sept. 27
CARGO TRANSPORTATION: Fights US Trustee's Bid to Dismiss Ch. 11
CATALENT PHARMA: Moody's Reviews B2 Corporate for Downgrade
CATHOLIC CHURCH: Used $400MM Loan From Irish Banks to Pay Victims
CENTRAL FALLS, R.I.: State's Offer Unfazed by City Bankruptcy

CENTURION PROPERTIES: Taps Dan Gorcyzki as Finance Advisor
CIT GROUP: Establishes $2-Bil. Committed Revolving Credit Facility
CSG SYSTEMS: S&P Affirms 'BB' Corporate; Outlook Now Stable
DBSI INC: Trustee Sues Hundreds of Brokers for Ponzi Scheme
DELPHI CORP: Court Denies Stay of VEBA Designation Order

DELPHI CORP: J. Sumpter Seeks Recoupment of Lost Benefits
DELPHI CORP: IUE-CWA'S Wants Settlement Order Amended
DREIER LLP: Trustee Settles With 2 Ponzi Victims for $26 Million
DSI HOLDINGS: WTAS LLC Approved as Tax and Restructuring Advisor
EGPI FIRECREEK: Incurs $1.06-Mil. Second Quarter Net Loss

EMIVEST AEROSPACE: Selling W.V. Lease, Asks More Plan Time
ENER1 INC: Faces Class Suit Over Failed Car Investment
FIRST FOLIAGE: Taps Jorge Costales as Auditor
FLORIDA MAGNUM: Case Summary & Largest Unsecured Creditor
GALP CNA: Highcross Wants Until Aug. 31 to File Schedules

GALP WATERS: Reorganization Case Transferred to Judge Jeff Bohm
GENERAL GROWTH: Court OKs Default Rate Interest for Eurohypo
GENERAL GROWTH: Appeals $89MM Default Interest for Eurohypo
GENERAL GROWTH: Credit Suisse's Early Termination Claim Allowed
GLOBAL AVIATION: S&P Lowers Corporate to 'SD' on Missed Payment

GREEN PLANET: Incurs $1.7 Million Net Loss in June 30 Quarter
GSC GROUP: Court OKs Ch. 11 Trustee Settlement With SEC
GSC GROUP: Bankruptcy Trustee Files Plan to Pay Creditors
HORIZON LINES: S&P Lowers CCR to 'SD' on Interest Deferral
IMMUCOR INC: S&P Assigns 'B+' Corporate Credit Rating

IMPERIAL CAPITAL: Posts $81,000 Net Income in July
IMUA BLUEHENS: Amends Schedules of Assets and Liabilities
INFUSION BRANDS: Incurs $1.89-Mil. Second Quarter Net Loss
INMAR INC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
INTEGRATED FREIGHT: Incurs $2.86-Mil. Fiscal Q1 Net Loss

INTERNATIONAL FUEL: Incurs $593,000 Second Quarter Net Loss
JAMESON INN: Foreclosure Auction on Sept. 23; P/E Hikes Stake
JCK HOTELS: Court OKs Gordon & Rees as General Litigation Counsel
KIEBLER RECREATION: Scott Enterprises Offers $11.3MM for Resort
LAINHART AND POTTER: Case Summary & 5 Largest Unsecured Creditors

LANDAMERICA FINANCIAL: Ex-Workers Drop Suit Over Plan Management
LEA POWER: Fitch Lowers Rating on Sr. Secured Bonds to 'BB+'
LITEWAVE CORP: Defaults on Financial Reporting Obligations
LOOMIS -15TH: Case Summary & 6 Largest Unsecured Creditors
MACROSOLVE INC: Incurs $722,000 Second Quarter Net Loss

MADISON 92ND: N.Y. Hotel Owner's Bankruptcy Comes Under Fire
MEDICAL BILLING: Reports $56,000 Second Quarter Net Income
MERCY MEDICAL: S&P Lowers Rating on $79.87-Mil Bonds to 'BB+'
MEXICAN BENEFIT: Case Summary & 2 Largest Unsecured Creditors
MICHAEL CHANDLER: Court Confirms Ex-Wife's Plan

N.A. PETROLEUM: Plan Confirmation Hearing to Start Sept. 14
NEBRASKA BOOK: Can Solicit Votes for Chapter 11 Plan
NEWPAGE CORP: Talking With JPMorgan, Wells Fargo for DIP Loan
NEWPAGE CORP: Said to Be Working on Pre-arranged Bankruptcy
NICHOLSON FARMS: Voluntary Chapter 11 Case Summary

NORTHPORT NETWORK: Reports $268,000 Second Quarter Net Income
NOVEMBER 2005: Files Schedules of Assets and Liabilities
PETTERS COMPANY: Trustee Taps Cooperstein, Haynes as Attorneys
PETTERS GROUP: Kelly Hannaford to Advise on 401(k) Plan
PLATINUM PROPERTIES: Has Plan Filing Exclusivity Until Dec. 21

PMI GROUP: Moody's Junks Insurance Financial Strength Rating
PREMIER TRAILER LEASING: Files for Bankruptcy With Recovery Plan
PROPER POWER: Incurs $100,000 Second Quarter Net Loss
PULTEGROUP INC: Fitch Downgrades Issuer Default Rating to 'BB+'
RCP INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors

RESERVE DEVELOPMENT: Chapter 11 Reorganization Case Dismissed
RIVERFRONT LLC: Voluntary Chapter 11 Case Summary
ROUND TABLE: ESOP Trustee Can Hire Wendel Rosen as Co-Counsel
ROUND TABLE: Court Gives "Short" Exclusivity Extension
ROUND TABLE: Wants Until March 17 to Decide on Headquarters' Lease

SALINAS INVESTMENTS: Files Full Payment, Installment-Based Plan
SAN MARCO: Voluntary Chapter 11 Case Summary
SEDONA DEVELOPMENT: Specialty Finance Files Competing Plan
SHASTA LAKE: Aims Bankruptcy Exit by Fourth Quarter
SHENGDATECH INC: CEO Can't Interfere With Internal Fraud Probe

SIGNATURE STYLES: Google Inc. Out of Creditors Committee
SOUTH BAY: SANDAG Board Must Pool $344.5 Mil. to Buy Express Road
SOUTH EDGE: JPMorgan & Meritage Sue One Another
SUD PROPERTIES: Court Rejects "Dirt-for-Debt" Plan
TALON THERAPEUTICS: Incurs $6 Million Second Quarter Net Loss

TEXAS COMPETITIVE: Fitch Assigns 'B' to $336 Million Notes
THINK3 INC: Wants Court to Stay Order Adjourning Pending Matters
THINK3 INC: Files Schedules of Assets and Liabilities
TNK-ENERGY GROUP: Reports $1.4-Mil. Second Quarter Net Income
ULTIMATE ESCAPES: Court Approves Settlements

UNITED CONTINENTAL: IAM Wins Fleet/Ramp Workers' Representation
UNITED CONTINENTAL: Houston City Council Approves $1-Bil. Project
UNITED CONTINENTAL: Air Canada Defends Transborder JV
UPSTREAM WORLDWIDE: Incurs $956,000 Second Quarter Net Loss
U.S. EAGLE: Panel, U.S. Trustee Object to Critical Vendors Payment

U.S. EAGLE: Plan Filing Period Temporarily Extended Until Sept. 6
U.S. EAGLE: Lease Decision Period Extended Until Nov. 2
USA UNITED: Case Converted to Ch. 7; Assets Sold for $9-Mil.
USA UNITED: Ch. 7 Trustee Hires MYC & Associates as Custodian
USA UNITED: Ch. 7 Trustee Hires EisnerAmper as Accountant

USA UNITED: Case Converted to Ch. 7; Assets Sold for $9-Mil.
VAN HUNTER: Plan Outline Hearing Continued Until Sept. 19
WASHINGTON MUTUAL: Creditors, Shareholders Make Final Pleas
WESTERN COMMUNICATIONS: Files for Bankruptcy Amid $18MM Debt
WOODEND LLC: Wrong Timing for Merger; Court Dismisses Case

W.R. GRACE: Loses Bid for Strategic "Confidential" Acquisition
W.R. GRACE: Landis Roth Amends Rule 2019 Statement

* Bankruptcy Claims-Trading Reaches 12-Month High
* Smallest Firms Are More Delinquent in Repaying Debt
* Sacramento Ranks Third in No. of Bankrupt Small Firms: Equifax

* National Claim Filing Notices Preparation

* Judge Kenney Appointed to Alexandria Bankruptcy Court

* Mohsin Meghji to Leave Loughlin Meghji Effective Sept. 30

* BOOK REVIEW: The Folklore of Capitalism


                            *********


101 CHARLES: RL BB Has Nod to Foreclose on Jefferson Building
-------------------------------------------------------------
Lorraine Mirabella at the Baltimore Sun reports that an order by a
U.S. Bankruptcy Court judge has cleared the way for a lender to
foreclose on one of Baltimore's oldest office buildings, the
Jefferson Building, where work on a planned Staybridge Suites
Hotel stalled during the financial downturn.

According to the report, RL BB Financial LLC had been prevented
from foreclosing on the former office building after the developer
filed for Chapter 11 bankruptcy protection in August 2010.  An
order Tuesday by Judge Nancy V. Alquist lifted a stay preventing a
sale.

The report says the developer, 101 Charles Street LLC, completed
about half the renovations.  The firm had a nonbinding letter of
intent from the Intercontinental Hotel Group, a management company
for the Staybridge Suites brand.

The judge, according to the report said she granted the lien
holder's request after finding the developer lacked new investors
or a clear plan for the construction or opening of the hotel.

Based in Columbia, Maryland, 101 Charles Street LLC filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-27966)
on Aug. 6, 2010.  Judge Nancy V. Alquist presides over the case.
James A. Vidmar, Jr., Esq., at Logan, Yumkas, Vidmar & Sweeney
LLC, represents the Debtor.  The Debtor estimated assets of
between $1 million and $10 million, and debts of between $10
million and $50 million.


329 GREENE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 329 Greene Street, LLC
        339 Greene Street
        New Haven, CT 06511

Bankruptcy Case No.: 11-32184

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-32184.pdf

The petition was signed by Adam M. Brouillard, manager.


AGUA CALIENTE: Fitch Cuts Rating on Senior Sec. Notes to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded the Agua Caliente Band of Cahuilla
Indians' (Agua Caliente) gaming revenue bonds to 'BB' from 'BB+'.
Fitch has also withdrawn Agua Caliente's 'BB' Issuer Rating and
assigned a 'BB-' Issuer Default Rating (IDR).  The withdrawal of
the Issuer Rating and the assignment of the IDR reflect Fitch's
Native American gaming criteria, dated March 18, 2011.

Fitch takes the following rating actions on the Agua Caliente Band
of Cahuilla Indians:

  -- IDR assigned 'BB-';
  -- Issuer Rating 'BB' withdrawn;
  -- Senior Secured Notes due 2015, 2016 and 2021 downgraded to
     'BB' from 'BB+';
  -- Revenue Bonds due 2013 and 2018 downgraded to 'BB' from
     'BB+'.

The Rating Outlook is Stable, which marks the first time Fitch
assigned a Stable Outlook to Agua Caliente since 2008.  Fitch
revised the Outlook to Negative in November 2008 amid operating
performance deterioration resulting from higher state revenue
share fees and the recession.

The downgrade of Agua Caliente's gaming revenue bonds to 'BB' and
the assignment of 'BB-' IDR are mainly attributable to Agua
Caliente's weakened credit profile and Fitch's expectation that
the operating environment in the tribe's primary service area will
remain difficult, undermining prospects for meaningful recovery.
Agua Caliente's gaming enterprise EBITDA is down significantly
from the peak level reached in fiscal year 2007, while annual debt
service payments associated with the expansion of Agua Caliente
Casino Resort (ACC) remain high, pressuring the tribe's coverage
metrics and cash flows.

For the 12-month period ending June 30, 2011, the gaming
enterprise's debt/EBITDA leverage was 2.9 times (x) and
EBITDA/maximum annual debt service (MADS) coverage was 2.3x.
These metrics are commensurate with the low-end of the 'BB' IDR
category relative to other concentrated gaming tribes in Fitch's
rated universe.  Leverage is expected to improve as Agua
Caliente's debt amortizes quickly.  However, MADS coverage is
expected to remain close to or below 2.5x until 2016, when annual
debt service is scheduled to decline considerably.

The downgrade also reflects renewed global economic headwinds and
the lethargic economic recovery in southern California,
particularly in the Inland Empire area where Agua Caliente
operates.  With the San Bernardino-Riverside Metropolitan
Statistical Area (MSA) unemployment at 14.2%, MSA's foreclosure
rate at 3.2% (RealtyTrac), gas prices still at historically high
levels, Fitch believes that prospects for meaningful recovery in
discretionary spending remain grim.  The prevailing low rates on
fixed income instruments and the recent dip in equity markets may
also curb consumers' appetites to spend.

The Stable Outlook reflects Agua Caliente's stabilizing operating
trends.  The tribe reported flat revenue growth for the last two
quarters ending June 30, 2011.  During the same period EBITDA
increased sizably relative to the prior year period on improved
margins, which were bolstered by efficiency measures the tribe
implemented over the past several months.

While Agua Caliente remains susceptible to further revenues
declines if economic conditions worsen, there is cushion in the
'BB-' IDR for a moderate decline in the credit metrics. Fitch
estimates that with respect to the 12-month period ending June 30,
2011 EBITDA there is a 16% cushion before Agua Caliente would
violate its 2.0x MADS coverage default covenant.  Fitch believes
that tripping the 2.0x covenant will not result in the bondholders
electing to accelerate the debt (it is a high threshold relative
to other similar indentures), but there would be rating pressure
if coverage approaches the covenant level.

Reduction in per capita payments also factored into Outlook
revision to Stable:

The tribe's revenue allocation plan (RAP) calls for an allocation
for debt service (including an amount designated for Economic
Development), an allocation for per capita payments to the members
and an allocation for other tribal expenses (mostly governmental
services).  Agua Caliente's gaming operations became pressured
during the recession and scheduled annual amortization payments
began to tick up in calendar years 2009 and 2010.  The tribe used
some of its reserves to cover debt service rather than reduce per
capita payments enough to cover the debt service payments
organically from the casino operations.  The previous Negative
Outlook partly reflected Fitch's concern related to reduced tribal
liquidity should this practice continue indefinitely.

The concern was amplified by the lack of financial disclosure by
the tribe.  Fitch only receives statements for the gaming
operations and does not have access to the current consolidated
statements of the tribe.  Therefore verification of the current
tribal reserves is not possible, although Fitch has received
tribal financial statements in prior periods.

In October 2010, the tribe's council voted to significantly reduce
the per capita payments, which for the fiscal year 2011 are
budgeted at a fixed dollar amount.  The surplus between the RAP-
defined per capita allocation and the budgeted per capita payments
will be used to make up the shortfall in debt service allocation
and to restore the reserves.  Fitch understands that this practice
of budgeting per capita payments to accommodate debt service and
grow the reserves will continue.

The lack of disclosure with respect to tribal financials remains a
concern and is factored into the ratings.


AIG BAKER: Says Unsecureds Out of the Money, Asks Dismissal
-----------------------------------------------------------
AIG Baker Tallahassee LLC and AIF Baker Tallahassee Communities
LLC ask the U.S. Bankruptcy Court for the Northern District of
Alabama to dismiss their Chapter 11 cases because the value of
their collateral was insufficient to support any scenario that
would allow for a distribution to unsecured creditors under a
Chapter 11 plan.

According to the Debtors, the dismissal of the bankruptcy cases
will allow Wells Fargo to foreclose of the Debtors' collateral.
The Debtors believe that the dismissal of their cases is in the
best interest of all creditors.

A hearing is set for Sept. 8, 2011 at 10:00 a.m., to consider the
request for dismissal.

                   About AIG Baker Tallahassee

Birmingham, Alabama-based AIG Baker Tallahassee, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 10-
07353) on Dec. 14, 2010.  Lee R. Benton, Esq., at Benton &
Centeno, LLP, in Birmingham, Ala., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

Affiliate AIG Baker Tallahassee Communities, LLC, filed a separate
Chapter 11 petition (Bankr. N.D. Ala. Case No. 10-07354).  It
estimated its assets and debts at $50 million to $100 million.

The Debtors own and manage two separate real estate projects.  The
real property owned by each Debtor constitutes "single asset real
estate," as defined in Sec. 101(51B) of the Bankruptcy Code.

In their second amended schedules, AIG Baker Tallahassee, LLC,
disclosed $13,584,832 in assets and $48,354,592 in liabilities as
of the Petition Date; and AIG Baker Tallahassee Communities, LLC,
disclosed $11,687,212 in assets and $45,209,141 in liabilities.


AIG BAKER: Wells Fargo OKs Access to Cash Until Dismissal
---------------------------------------------------------
AIG Baker Tallahassee, LLC, and AIG Banker Tallahassee
Communities, LLC, ask the U.S. Bankruptcy Court to enter an Order
extending the terms and conditions of the current cash collateral
order and automatic stay until Sept. 8, 2011.

The parties have an executed Settlement Agreement to consensually
resolve the Chapter 11 cases through their dismissal, which would
allow Wells Fargo to proceed with a state court foreclosure on its
collateral.

As reported in the TCR on Jan. 21, 2011, the Debtors are indebted
to Wells Fargo Bank, N.A., successor-by-merger to Wachovia Bank,
National Association, pursuant to two separate mortgage loans
dated Feb. 21, 2007, and March 1, 2008 respectively.  As of the
Petition Date, AIG Baker Tallahassee Communities was indebted to
the Lender in the principal amount of not less than $41.2 million.
As of the Petition Date, AIG Baker Tallahassee was indebted to the
Lender in the principal amount of not less that $44.1 million.

The Debtors' prepetition indebtedness is secured by substantially
all of the Debtors' existing and after acquired real and personal
property assets and the proceeds, rents, products, offspring, and
profits thereof.  Wells Fargo has security interest in, inter
alia, the cash proceeds of the prepetition collateral of the
Debtors.

                   About AIG Baker Tallahassee

Birmingham, Alabama-based AIG Baker Tallahassee, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 10-
07353) on Dec. 14, 2010.  Lee R. Benton, Esq., at Benton &
Centeno, LLP, in Birmingham, Ala., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

Affiliate AIG Baker Tallahassee Communities, LLC, filed a separate
Chapter 11 petition (Bankr. N.D. Ala. Case No. 10-07354).  It
estimated its assets and debts at $50 million to $100 million.

The Debtors own and manage two separate real estate projects.  The
real property owned by each Debtor constitutes "single asset real
estate," as defined in Sec. 101(51B) of the Bankruptcy Code.

In their second amended schedules, AIG Baker Tallahassee, LLC,
disclosed $13,584,832 in assets and $48,354,592 in liabilities as
of the Petition Date; and AIG Baker Tallahassee Communities, LLC,
disclosed $11,687,212 in assets and $45,209,141 in liabilities.


ALBERSTONS LLC: To Close Mount Dora Store in October
----------------------------------------------------
The Daily Commercial reports that the Albertsons grocery store in
Mount Dora, Florida, will be closing and a liquidation sale will
be held in about a week.

Christine Wilcox, the company's public-affairs director, said the
63,560 square-foot store at 16880 U.S. Highway 441 -- owned by
Alberstons LLC -- will close on or around Oct. 8, according to The
Daily Commercial.

The Daily Commercial notes that Albertsons LLC, based in Boise,
Idaho, has more than 240 supermarkets in Arizona, New Mexico,
Colorado, Texas, Louisiana, Arkansas and Florida under the
Albertson's and Super Saver Foods banners.  The Company began
closing unprofitable stores in 2006, particularly in its Florida
division.

In 2008, The Daily Commercial recalls, Albertsons LLC entered into
an agreement with Lakeland-based Publix stores involving the sale
of 49 Albertsons stores in Florida to Publix.  This affected 15
stores in Northern and Northwest Florida, 30 locations in Central
Florida, and four locations in South Florida, the report says.

According to the report, the Mount Dora store is the only
Albertsons in Central Florida to close at this time.  The company
decided to shutter stores in Gainesville and Tampa along with the
Mount Dora one.

Ms. Wilcox, the report relates, said a liquidation sale would
begin Aug. 31.


AMFIN FINANCIAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
AmFin Financial Corporation, formerly AmTrust Financial
Corporation, filed with the U.S. Bankruptcy Court for the Northern
District of Ohio its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property          $323,292,558
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $100,452,136
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $160,947,961
                                ------------     ------------
        TOTAL                   $323,292,558     $261,400,097

A full-text copy of the Schedules of Assets and Debts is available
for free at http://bankrupt.com/misc/AMTRUST_sal.pdf

                      About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


AWAL BANK: Court Extends Plan Filing Deadline to February
--------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
Awal Bank BSC to file a Chapter 11 plan until Feb. 17, 2012, and
solicit acceptances of that plan until April 16, 2012.

                         About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

The External Administrator is represented by:

          David J. Molton, Esq.
          BROWN RUDNICK LLP
          7 Times Square
          New York, NY 10036
          Telephone: 212-209-4800
          Facsimile: 212-209-4801
          E-mail: dmolton@brownrudnick.com

               - and -

          Sunni P. Beville, Esq.
          Robert L. Harris, Esq.
          Rebeccca L. Fordon, Esq.
          Nicolas M. Dunn, Esq.
          BROWN RUDNICK LLP
          One Financial Center
          Boston, MA 02111
          Telephone: 617-856-8200
          Facsimile: 617-856-8201
          E-mail: sbeville@brownrudnick.com
                  rharris@brownrudnick.com
                  rfordon@brownrudnick.com
                  ndunn@brownrudnick.com


BANNING LEWIS: KeyBank Now Owns 2,400-Acre East Side Property
-------------------------------------------------------------
Cathy Proctor at the Denver Business Journal reports that city
officials said the Hon. Kevin Carey in the U.S. Bankruptcy Court
in Delaware ruled that 2,400 acres of the Banning-Lewis Ranch on
the east side of Colorado Springs is now owned by KeyBank National
Association, according to city officials.

The report says the battle over what will happen to the ranch's
remaining 18,000 acres land remained up in the air Wednesday.
Houston's Ultra Petroleum Corp. bid in June bid $26.25 million for
that undeveloped acreage, saying it might hold oil or natural gas.

John Leavitt, a spokesman for Colorado Springs, said Judge Carey
didn't issue a ruling Wednesday on Ultra's bid for the land.  A
conference on the issue is scheduled for Friday,

The report says, currently, about 2,400 acres has been developed -
- and KeyBank National Association, which loaned $65 million to
the ranch's owners, offered the high bid of $24.5 million for that
property in June.

According to the report, Ultra has argued in court filings that
the city's annexation agreement and master plan should be voided
as out of date and not applicable for land destined for oil and
gas operations.  But the city has argued its agreements are
binding and asked the case to be transferred to a Colorado federal
bankruptcy court.  Colorado Springs officials also have said the
city would have to approve rezoning areas of the ranch to allow
for oil and gas operations and a special permit for individual
wells also would be required.

In filings earlier this week, Ultra and the ranch's owners
suggested the judge approve the sale, with the expectation that
the legal battle between the city and Ultra Petroleum over land
use issues will continue in a Colorado courtroom.  "The city will
always have its day in court and, if this court determines it is
appropriate, that day in court will occur before the U.S.
Bankruptcy Court for the District of Colorado, just as the city
requested," Ultra said in a filing.

The report notes the city wants the judge to transfer the entire
case to a Colorado bankruptcy court, a move Ultra opposed on the
grounds that the Delaware judge who set up the sale of the ranch
was in the best position to approve the results of the sale.
Timing also is critical, Ultra said.

If the sale isn't finalized before the end of August, "Ultra will
be under no obligation to proceed with the current transaction,"
the company said.

                         About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BOUNDARY BAY: U.S. Trustee Adds DBSK LLC to Creditors Committee
---------------------------------------------------------------
Frank Carigan, assistant United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), disclosed that the Committee
of Creditors Holding Unsecured Claims against Boundary Bay
Capital, LLC, has been amended to delete one member, Sherril W.
Keithley for Henry Woringthon Testamentary Trustee and to add one
member, namely Dough Calude for DSBK LLC.

The Creditors Committee now consists of five members:

      1. Albert C. Wazlak
         1901 Pine St.
         Huntington Beach, CA 92648
         Tel: (714) 809-6100
         Fax: (714) 787-0990
         E-mail: awazlak@aol.com

      2. Harrington Construction Co., Inc.
         West Harrington
         22632 Golden Springs Dr., #215
         Diamond Bar, CA 91765
         Tel: (909) 861-5452
         Fax: (909) 861-2871
         E-mail: hccl@hccigroup.com

      3. Lynell Burmark
         713 Saranac Dr.
         Sunnyvale, CA 94087
         Tel: (408) 733-0288
         Fax: (408) 732-4316

      4. Andrea Jupina
         PO Box 234192
         Encinitas, CA 92023-4192
         Tel: (858) 779-1088

      5. DBSK LLC
         ATTN: Doug Claude
         8229 W. Brookdale Lane
         Anaheim, CA 92807
         Tel: (714) 348-2508

                         About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15,876,118 in assets
and $54,448,485 in liabilities.


CAMPANA FAMILY: Plan Outline Hearing Rescheduled to Sept. 27
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
rescheduled to Sept. 27, 2011, at 11:00 a.m., the hearing to
consider adequacy of the disclosure statement explaining Campana
Family, LLC's proposed plan of organization dated May 31.  The
hearing was previously scheduled for Sept. 22.

The Debtor was to begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on June 14, 2011,
with the exception of litigation claims, the Plan provides for the
transfer of Debtor's primary asset to the Mohave State Bank in
full satisfaction of the Bank's claim, under Class 3, against the
Debtor.  Upon confirmation of the plan and transfer of Castle Rock
Village and adjoining Debtor-owned property in Kingman, the Debtor
would discontinue business other than to liquidate claims and make
distributions under the Plan.  A copy of the Disclosure Statement
is available at:

          http://bankrupt.com/misc/campanafamily.DS.pdf

                     About Campana Family, LLC

Scottsdale, Arizona-based Campana Family, LLC, is a real estate
developer in Arizona.   The Company owns a partially completed
real estate subdivision in Kingman, Mohave County, Arizona known
as Castlerock Village, consisting of 75 improved residential lots.
It also owns 213 partially improved premilinary platted lots.  The
Company owns 23 additional acres adjoining Castlerock Village,
part of which is zoned R-2 for multi-unit apartments, part as C-2
zoning for mini-storage and part as C-1 for commercial
development.  The Company filed for Chapter 11 bankruptcy
protection  (Bankr. D. Ariz. Case No. 11-00530) on Jan. 8, 2011.
The Hendrickson Law Firm, PLLC, represents the Debtor in its
restructuring effort.  The Debtor disclosed $11,077,036 in assets
and $3,241,510 in liabilities as of the Chapter 11 filing.


CARGO TRANSPORTATION: Fights US Trustee's Bid to Dismiss Ch. 11
---------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Cargo Transportation
Services Inc. fought back Wednesday against a move by the U.S.
trustee to dismiss the trucking company's Chapter 11 case in
Florida or convert it to a liquidation, saying it had paid
bankruptcy fees as required by law.

Law360 relates that CTS filed its opposition a day after U.S.
trustee Donald F. Walton urged the court to throw out the case or
convert it to a Chapter 7 because the company had allegedly failed
to file operating reports for May, June and July or pay the
requisite.

                    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.


CATALENT PHARMA: Moody's Reviews B2 Corporate for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Catalent Pharma Solutions, Inc.'s
B2 Corporate Family and Probability of Default ratings under
review for a possible downgrade following the company's
announcement that it has entered an agreement to acquire the
clinical trial supplies business of Aptuit LLC. Concurrently,
Moody's placed existing debt instrument ratings of Catalent on
review for a possible downgrade. The acquisition is expected to
close by the end of 2011, subject to customary regulatory
approvals, in a transaction valued at $410 million on a cash and
debt free basis.

Moody's placed these ratings under review for possible downgrade:

Corporate Family Rating, rated B2

Probability of Default Rating, rated B2

Senior secured revolving credit facility, rated Ba3 (LGD3, 30%)

Senior secured term loan (US and Euro denominated tranches), rated
Ba3 (LGD3, 30%)

Senior PIK notes due 2015, rated Caa1 (LGD5, 79%)

Senior subordinated notes due 2017, rated Caa1 (LGD6, 94%)

RATINGS RATIONALE

The review for possible downgrade is prompted by concerns that
there is slim cushion within Catalent's B2 Corporate Family Rating
due to its already high leverage profile and slim free cash flow
generation relative to debt. The review is further prompted by the
expectation that Catalent's currently good liquidity position will
deteriorate following the transaction.

The rating review will focus on Catalent's leverage profile and
liquidity position resulting from the transaction, as well as
Catalent's financial policy and deleveraging prospects going
forward. The rating review will also consider the earnings outlook
for the combined company, the strategic benefits of the
acquisition, and the potential synergies that may be realized. The
rating review will also consider potential restructuring actions
related to the acquisition and any associated costs.

For additional information, please refer to Moody's most recent
Credit Opinion on Catalent available on moodys.com.

The principal methodology used in rating Catalent Pharma
Solutions, Inc. was Global Business & Consumer Service Industry
Rating Methodology that was published in October 2010.

The last rating action was on December 17, 2010, when Moody's
affirmed the B2 Corporate Family and Probability of Default
Ratings and upgraded the Speculative Grade Liquidity Rating to
SGL-2 from SGL-3.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies. The company reported revenue of
approximately $1.7 billion for the twelve months ended March 31,
2011.


CATHOLIC CHURCH: Used $400MM Loan From Irish Banks to Pay Victims
-----------------------------------------------------------------
The Catholic Church in the U.S. borrowed more than $400 million
from Allied Irish Bank in Dublin, Ireland, to pay victims of
sexual abuse by Catholic priests in America, Mail Online reports.

According to the report, the $400 million loan led to AIB
becoming known as the Vatican's banking arm in U.S. legal
circles.  The money was raised by way of loans, guarantees and
lines, the report added.

The Mail Online, quoting a Sunday paper, says that "while AIB was
used to pay the bulk of the Church's abuse claims, the dioceses
were able to hold on to most of their properties."

John Lee and John Breslin of the Mail Online, however, says that
the loans are secretly being paid with funds from unknown
institutions.  They point out that in July 2010, a $40 million
line of credit to the Diocese of Portland was taken over by an
unknown creditor.

Bob Krebs, the Diocese of Portland's spokesman, in an interview
with Messrs. Lee and Breslin said that he did not know who funded
AIB for the diocese.

The Diocese of Portland paid approximately $129 million to
victims.  Mail Online says that $40 million came from AIB so that
the diocese won't have to sell assets.  It further reports that
in San Diego, AIB gave cash and credit totaling $100 million out
of the total $198 million settlement paid out to 144 victims.

AIB is also owed about $10 million by the diocese of Wilmington
in Delaware.

Mail Online also discloses that it has obtained a loan document
detailing the loans in Portland and details how the loans were
being specifically made to trusts set up to pay known and future
abuse claims for the diocese.

Mr. Breslin says that the AIB deal meant that the Church could
hide abuse documents by not going to court and have documents
inspected.

         About the U.S. Roman Catholic Archdiocese

At least eighth Roman Catholic diocese in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL FALLS, R.I.: State's Offer Unfazed by City Bankruptcy
-------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Rhode Island, whose
poorest city filed for Chapter 9 bankruptcy protection Aug. 1,
began a $169 million general obligation bond sale on Aug. 23 with
yields priced below an AA+ index of tax-exempt debt, one step
higher.

According to the report, the state was able to shake off Central
Falls's insolvency and offered individuals $6.75 million of AA
rated bonds maturing in 2021 with a yield of 2.6%, according to
pricing information from Janney Montgomery Scott LLC, a member of
the deal's syndicate.  That's 0.04 percentage point below an AA+
index of 10-year tax-exempt debt.  About $11 million of the bonds
maturing in 2031 priced at par with a 4% yield, or 0.15 point
below an AA+ index of 20-year tax exempts.

The transaction includes $4.8 million of bonds maturing August
2014 with a yield of 0.63%, or 31 basis points below an Aug. 12
trade of Rhode Island general obligations sold in 2010 and due
October 2014. A basis point is 0.01 percentage point.  A tranche
of five-year bonds sold Aug. 24 yielded 1.2%, or 47 basis points
below an Aug. 22 trade of Rhode Island debt sold in 2007 and
maturing in August 2016.

Proceeds from Rhode Island's sale will finance capital projects
for transportation, education and open-space initiatives as well
as to refinance debt, Chadwick said, according to Bloomberg.

Even with Central Falls's Chapter 9 filing, the state doesn't face
major risks, said Dan Solender, who manages about $14 billion as
head of municipal bonds at Lord Abbett & Co. in Jersey City, New
Jersey.

While Rhode Island pursues its offering at competitive rates,
local Alabama issuers in and around Jefferson County face higher
borrowing costs because they are located in the same state as the
county, which is debating whether to file for bankruptcy.

                       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.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

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: Taps Dan Gorcyzki as Finance Advisor
----------------------------------------------------------
Centurion Properties III LLC asks the U.S. Bankruptcy Court for
the Eastern District of Washington for permission to employ Dan.
E. Gorczycki of Savills LLC as its finance advisor.

The firm will assist the Debtor with obtaining and securing
replacement financing.  The Debtor said it will require
replacement financing in excess of $58 million as part of its
reorganization.

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

                    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.


CIT GROUP: Establishes $2-Bil. Committed Revolving Credit Facility
------------------------------------------------------------------
CIT Group Inc. said it successfully closed a new $2 billion
committed revolving credit facility with a syndicate of key
relationship banks.  Proceeds from the new revolving credit
facility and available corporate cash were used to fully repay (at
par) and terminate CIT's outstanding $2.5 billion first lien term
loan.

The new $2 billion revolving credit facility matures in August
2015 and carries an interest rate ranging from LIBOR + 2.00% to
2.75% (with no floor) based on CIT's long term senior unsecured
credit rating. The revolving credit facility currently benefits
from the same collateral and security package as the old first
lien term loan; however, upon repayment in full of CIT's
outstanding Series A Notes the revolving credit facility will
automatically become unsecured, providing the Company with greater
flexibility.

"We continue to make significant progress executing our liability
restructuring roadmap as we redeem legacy debt at lower costs and
migrate towards a more flexible debt structure," said John A.
Thain, Chairman and Chief Executive Officer.

Since the beginning of 2010, CIT has eliminated or refinanced more
than $13 billion of first lien and second lien debt, including
$7.5 billion of first lien debt, more than $3.5 billion of Series
A Notes and its entire $2.1 billion of Series B Notes.

BofA Merrill Lynch, Barclays Capital and J.P. Morgan served as
joint lead arrangers and joint bookrunners on the revolving credit
facility with Bank of America, N.A. serving as Administrative
Agent.

                         About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


CSG SYSTEMS: S&P Affirms 'BB' Corporate; Outlook Now Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Englewood, Colo.-based CSG Systems International Inc. to stable
from positive. In addition, Standard & Poor's affirmed the 'BB'
corporate credit rating along with the 'BBB-' issue-level rating
and '1' recovery rating on CSG's $300 million senior secured
credit facilities.

The '1' recovery rating indicates expectations for very high
recovery (90%-100%) in the event of a payment default. The
facilities consist of a $200 million term loan A due 2016 and a
$100 million revolving credit facility due 2015, which currently
is undrawn.

"Although CSG met the leverage targets we had initially set out
for an upgrade [debt-to-last-12-months' EBITDA less than 3x], we
have lowered our view of the business risk profile to account for
several industry- and company-specific issues that led to
disappointing operational performance through the first half of
2011," said Standard & Poor's credit analyst Naveen Sarma. These
factors include an increasingly sluggish global economy, causing
customers to delay large infrastructure investment decisions, and
a staffing issue in its newly acquired Asia-Pacific operations.
The latter led CSG to replace the regional sales leadership and
sales force.

"As a result, we no longer expect CSG to show significant growth
in new business until at least mid-2012," Mr. Sarma continued.

Standard & Poor's business risk assessment of CSG is fair,
incorporating uncertain new business growth because of the slowing
global economy, execution risk associated with its acquisition of
Intec Telecom Systems PLC and transformation into a global
company, a concentrated customer base, and significant upcoming
contract renewals over the next two years. The highly recurring
revenue base, the long-term nature of its relationships with key
cable clients, and critical nature of its products and services
all temper those risks.

CSG provides billing solutions for the telecommunications industry
-- mostly cable TV system operators and direct broadcast satellite
(DBS) providers -- through a combination of outsourced and
licensed formats.

While growth prospects remain uncertain, Standard & Poor's also
believes the risk of a sizeable decline in revenues and
profitability over the next year is very low. "Our stable rating
outlook on CGS reflects our expectation that the company will
maintain leverage of 2.5x or less including our adjustments,
providing for sizable headroom in the company's credit metrics
with respect to the financial risk profile and the current
ratings," Mr. Sarma said.


DBSI INC: Trustee Sues Hundreds of Brokers for Ponzi Scheme
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a trustee seeking
recovery for investors in DBSI Inc. sued nearly 100 financial
firms in Delaware on Monday, alleging they were complicit in a
$500 million Ponzi scheme that landed the company in bankruptcy
court.

Law360 relates that James R. Zazzali, the trustee of the private
actions trust representing the interests of DBSI creditors, listed
500 John Doe defendants in the complaint, in addition to the
broker-dealer firms. The corporate defendants include AIG
Financial Advisors Inc., First Financial Equity Corp. and UBS
Financial Services Inc.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee of DBSI Inc. won court
confirmation of its Chapter 11 plan of liquidation, paving the way
for it to pay creditors and avoid years of expensive litigation
over its complex web of affiliates.  The plan, which was declared
effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured
creditors and the bankruptcy trustee in charge of DBSI and its
170-plus affiliates.

Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real
Estate Liquidating Trust was established as of the effective date
and certain of the Debtors' assets, including the Debtors'
ownership interest in Florissant Market Place was transferred to
the RE Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DELPHI CORP: Court Denies Stay of VEBA Designation Order
--------------------------------------------------------
Bankruptcy Judge Robert Drain denied James B. Sumpter's request to
stay a June 6, 2011 order designating the Delphi Salaried Retirees
Association Voluntary Employment Beneficiary Association as in
lieu of lifetime coverage benefits under the Consolidated Omnibus
Budget Reconciliation Act and related proceedings.

Mr. Sumpter sought the stay of the Designation Order to give him
an opportunity to submit a motion for reconsideration of his
previous motion to enforce COBRA Benefit.

Mr. Sumpter argued that the Designation Order, if allowed to
proceed, will cause the retirees to lose the option to pursue
lifetime COBRA forever.  He asserted that while the VEBA
Committee has made a significant effort to provide retiree access
to other group plans for things as life insurance, dental, and
vision; however, these plans provide, at best, a minimum savings
to retirees and would not equal the kind of benefit that could be
derived by adding $500,000,000 to the VEBA trust.

Mr. Sumpter also alleged that based on court records, the VEBA
was part of the settlement between Delphi and the Official
Committee of Eligible Salaried Retirees.  In return, the Retiree
Committee agreed not to appeal the Court's order regarding
retiree entitlement to a Section 1114 of the Bankruptcy Code
committee, he stated.  "At no time was it ever proposed that the
VEBA would be in lieu of COBRA," he maintained.

Mr. Sumpter said that should his COBRA Reconsideration Motion
prevail in gaining $500,000,000 in lieu of life time COBRA, the
goal of the VEBA would be achieved, while significantly
increasing the VEBA assets and the number of retirees that it
could meaningfully help.  He said his request to rehear the COBRA
Benefit Motion will be based on the content of a ruling of the
Internal Revenue Service, which provides a new and substantial
reason to rehear the COBRA Benefit Motion and is not restricted
by res judicata.

              Reorganized Debtors, et al., Object

Counsel to the Reorganized Debtors, John Wm. Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, asserted that prosecution of the COBRA Reconsideration
Motion violates the injunctions set forth in the Modified First
Amended Joint Plan of Reorganization and its related confirmation
order.  Even if Mr. Sumpter had not violated the Plan injunctions
and was not seeking to relitigate the confirmation order and
earlier orders denying the COBRA Benefit Motion and disallowing
his claim for lifetime COBRA continuation coverage, Mr. Sumpter
failed to demonstrate that the stay is warranted, Mr. Butler
argued.

Mr. Butler averred that it is far too late for Mr. Sumpter to
seek to unwind a ruling that was an essential factor in the
Court's decision to approve the Plan Modifications.  Contrary to
Mr. Sumpter's assertion, the IRS letter is actually a letter
declining to issue a private letter ruling regarding a bankruptcy
qualifying event under applicable COBRA health care continuation
requirements, Mr. Butler clarified.  Even if the IRS letter is
viewed as a source of decisional law in this context, the IRS
letter is an improper basis for seeking consideration of the
Court's ruling on the COBRA Benefit Motion, Mr. Butler asserted.
Given the absence of any likelihood of success on the merits, Mr.
Sumpter cannot show irreparable harm if a stay is denied, Mr.
Butler maintained.

On behalf of the VEBA Committee, Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York, asserted that
by delaying the finality of the Designation Order, the Stay
Motion will seriously jeopardize the DSRA Benefit Trust's ability
to secure a favorable private letter ruling from the IRS in time
for it to continue to provide health insurance benefits to its
participants and benefits when Section 35(e)(1)(K) of the
Internal Revenue Code expires February 13, 2012.  If the DSRA
VEBA loses its eligibility to provide benefits subsidized by the
Health Care Tax Credit, it will no longer be able to provide
meaningful health insurance benefits to thousands of current
participants and beneficiaries, he pointed out.

The Retiree Committee echoed the concerns of the VEBA Committee.

                         *     *     *

In the wake of the order denying his stay motion, Mr. Sumpter
wrote to the Court proposing to negotiate with respect to his
unresolved claim for disability life insurance for $100,000.  He
also cited a potential for ERISA penalties of at least $322,400.

With a negotiated resolution to the Life Insurance Claim, Mr.
Sumpter proposed to not pursue any litigation of the insurance
claim and that he will discontinue all litigation relating to
lifetime COBRA.  He also proposed to discontinue all efforts to
engage the legislators, the IRS and the U.S. Department of Labor
on the COBRA issue.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: J. Sumpter Seeks Recoupment of Lost Benefits
---------------------------------------------------------
James B. Sumpter asks the Court to approve a recoupment of
certain designated benefit reimbursement payments made to Delphi
Corp. against the Other Post-Employment benefits liabilities
discharged by Delphi.

The payments that Mr. Sumpter seeks to recoup are:

  (i) for disabled retirees who reimbursed Social Security
      Disability benefits to Delphi between May 31, 1999 and
      October 8, 2005, this recoupment will result in full
      refund from Delphi;

(ii) for disabled retirees who reimbursed Social Security
      Disability Benefits to Delphi between October 8, 2005 and
      April 1, 2009, this recoupment will result in a full
      refund from Delphi;

(iii) for disabled retirees who received Social Security
      Disability Benefits anytime between April 1, 2009 and now,
      a recoupment and full refund will be made for any amount
      owed or reimbursed to Delphi; and

(iv) the recoupment will eliminate any requirement for disabled
      retirees to reimburse Delphi for any currently
      unreimbursed or future Social Security Disability Benefit.
      Any requirement for future reimbursements will be
      eliminated, since the offsetting liabilities are logically
      linked and are derived from the same transaction;

  (v) for salaried retirees who directly or indirectly
      reimbursed Workers' Compensation payments anytime after
      May 31, 1999, this recoupment will result in a full refund
      from Delphi; and

(vi) for salaried retirees who directly or indirectly
      reimbursed third party healthcare payments anytime after
      May 31, 1999, this recoupment will result in a full refund
      from Delphi.

Mr. Sumpter says he does not have access to a complete census of
Disabled Salaried Retirees; however he believes that as of
April 1, 2009, there were 230 Disabled Retirees.  He notes that
the estimated upper limit of the Social Security reimbursement
recoupment total $145,327,000, while the estimated lower limit of
the Social Security reimbursement recoupment total $68,595,000.
He also notes that he does not have a reference for estimating
the possible range of the recoupment from Third Party HealthCare
reimbursements and Workers' Compensation offsets.  The number of
retirees affected, however, is expected to be relatively small,
he relates.

While allowing for unknowns, it is clear that the recoupment
sums, even the upper limit total, is substantially less than
Delphi's $1.1 billion discharged OPEB liability and can be easily
recouped, Mr. Sumpter insists.  More importantly, permitting the
recoupment promotes the fairness anticipated in the Bankruptcy
Code while mitigating the significant hardship to Disabled
Retirees, which resulted from the discharge of the Delphi OPEB
liabilities, he maintains.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: IUE-CWA'S Wants Settlement Order Amended
-----------------------------------------------------
The IUE-CWA, Industrial Division of the Communications Workers of
America, AFL-CIO, CLC asks Judge Drain to amend an August 17,
2007 order approving a memorandum of understanding among the
union, Delphi Corp., and General Motors Corporation, including
modification of the IUE-CWA Collective Bargaining Agreements and
Retiree Welfare Benefits for certain IUE-CWA-represented
retirees.

The Settlement Agreement provides that the IUE-CWA will receive
an allowed general unsecured prepetition claim against Delphi for
$126 million in full settlement of all asserted and unasserted
IUE-CWA claims, including but not limited to the IUE-CWA/Delphi
Joint Activities Center asserted and unasserted claims pursuant
to an order of the Court.

Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in
New York -- tkennedy@kjmlabor.com -- discloses that the IUE-CWA
now seeks to sell its claim.  However, the value of the claim is
greatly diminished today, he points out.  The amount that the
IUE-CWA can expect to recover from the sale of its claim will not
be sufficient to provide supplemental retiree health insurance as
was originally contemplated and will not be sufficient to cover
the administrative costs of establishing a VEBA trust, he says.
It is also not known what amount the IUE-CWA will receive, if
anything, in exchange for the sale of its claim, he states.

Against this backdrop, the IUE-CWA proposes these amendments to
the Settlement Approval Order:

  (A) 20.6% of the net proceeds of the sale of the Allowed Claim
      will be used to establish a Health Savings Account in an
      existing VEBA for each Delphi IUE-CWA represented retiree
      who would have been eligible at the time of his/her
      separation or retirement from Delphi for Delphi-provided
      retiree health insurance and was not eligible to receive
      retiree health benefits under any of the IUE-CWA-
      negotiated retiree health benefit programs in the General
      Motors bankruptcy litigation;

  (B) 71.4% of the net proceeds from the sale of the Allowed
      Claim will be paid to the IUE-CWA Skills and Advancement
      Fund, a Section 501(c)(6) of the Internal Revenue Code
      qualified tax exempt entity that pays for training
      programs to upgrade the job skills and employability of
      IUE-CWA members; and

  (C) 7.9% of the net proceeds from the sale of the Allowed
      Claim will be paid to the IUE-CWA JAC Building
      Corporation, which was established by IUE-CWA as the
      successor entity to the Joint Activities Center, to be
      used to maintain and upgrade the training center operated
      by IUE-CWA.

The Allowed Claim is specific to the IUE-CWA and imposes
particular uses of the proceeds of the claim.  However, since any
sale of the claims would yield only pennies on the dollar, it
would be administratively impractical and needlessly expensive to
establish and fund separate VEBAs to accomplish what was
originally intended under the August 5, 2007 Settlement, Mr.
Kennedy explains.  Accordingly, the amended order clarifies that
all necessary preconditions for the allowance and payment of the
$126 million claim in the Delphi Chapter 11 case have been met
and there is no impediment to paying the claim on the same basis
as other allowed claims in these Chapter 11 cases.

The IUE-CWA proposes to distribute the proceeds of the sale of
the Allowed Claim in a manner consistent with the intended
purposes stated in the Settlement Agreement.  The proposed
changes reflect the greatly altered economic situation of the
Debtors and the expected significant reduction in the realized
value of the Allowed Claim, Mr. Kennedy states.

On September 7, 2009, the IUE-CWA secured an agreement from
General Motors in its bankruptcy case to establish a $467,000,000
insurance program for Delphi and General Motors pre-65 retirees
(the IUE-CWA GM Retiree Benefit Programs). In addition, the
IUE-CWA received a $793,000,000 allowed general unsecured claim
in the Delphi bankruptcy.  Many of the individuals who might have
been unable to participate in the originally intended $26 million
VEBA under the August 5, 2007 Settlement may be eligible for
benefits from either of these programs.  In order to maximize the
benefits available for persons who were entitled to lifetime
medical benefits from Delphi at the time of their separation or
retirement from Delphi, those individuals who are eligible for
benefits under the IUE-CWA GM Retiree Benefit Programs should not
also be beneficiaries of the 20.6% of the Claim set aside for
Retiree Medical Accounts, the IUE-CWA proposes.

A full-text copy of the proposed amended order is available for
free at: http://bankrupt.com/misc/Delphi_IUECWAPropAmOrd.pdf

The IUE-CWA withdrew its motion to amend the Settlement Approval
Order, as amended.  The Motion to Amend dated July 14, 2011, is
substantially similar to the modified Motion to Amend filed on
July 15, 2011.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DREIER LLP: Trustee Settles With 2 Ponzi Victims for $26 Million
----------------------------------------------------------------
Dow Jones' DBR Small Cap and Bankruptcy Law 360 report that the
trustee liquidating Marc Dreier's defunct law firm, Dreier LLP,
has reached settlement deals with two of the many investors in
what was revealed to be a fraudulent investment scheme.

Roxanne Palmer at Bankruptcy Law360 reports that Dreier LLP's
trustee told a New York bankruptcy court on Tuesday she has inked
settlements with Concordia Advisors LLC and Meyer Ventures LLC -
victims of convicted ex-attorney Marc Dreier's Ponzi scheme - for
$16.5 million and $9.8 million, respectively.

According to Law360, hedge fund manager Concordia and venture
capital firm Meyer Ventures were victims of a Ponzi scheme
orchestrated by Dreier that peddled fraudulent promissory notes,
according to court documents filed by Chapter 11 Trustee Sheila M.
Gowan, who asked the court to approve the settlement agreements.

                       About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-
cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DSI HOLDINGS: WTAS LLC Approved as Tax and Restructuring Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
DSI Holdings Inc., et al., to employ WTAS LLC as tax and
restructuring advisor.

As reported in the Troubled Company Reporter on Aug. 15, 2011, the
Debtors have employed WTAS to provide tax advisory services since
June 2006 and tax preparation services since February 2009.  The
Debtors and WTAS entered into that certain engagement letter,
effective as of Dec. 21, 2010, regarding corporate debt
restructuring tax services.

WTAS is expected to, among other things:

   a. prepare income tax provision for financial statement audit
   in accordance with ASC 740, including footnote disclosures and
   calculations for uncertain tax provisions; and

   b. prepare all required federal, state, and local corporate
   income tax returns; and respond to taxing authority notices.

Pursuant to the engagement letter, the Debtors agreed to pay the
firm:

   -- a fixed fee for tax return preparation services in the range
   of $150,000 - $165,000.

   -- fees for tax return preparation services based on this
   schedule:

         Date Due                Amount
         --------                ------
         April 15, 2011          $40,000
         July 15, 2011           $40,000
         Sept. 15, 2011          $40,000
         Upon completion of      Remainder plus
         the returns             out-of-pocket expenses

   -- discounted hourly rates for corporate debt restructuring tax
   services:

         Managing Director                 $497
         Director                          $441
         Experienced Manager               $441
         Senior Associate                  $292
         Associate                         $204

   -- discounted hourly rates for other tax consulting services:

   Professional               Normal Rate          Discounted Rate
   ------------               -----------          ---------------
   Managing Director             $710                  60%
   Director                      $630                  70%
   Manager                    $490 - $590              75%
   Senior Associate           $320 - $365              80%
   Associate                  $220 - $255              80%

In the 90 days prior to the Petition Date, WTAS received $681,413
in fees and $5,393 for reimbursement of expenses.

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

                       About Deb Shops

Deb Shops Inc., is a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sells junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.

DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on
June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363.  As of
April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger
P.A. serve as bankruptcy counsel.  Rothschild Inc. serves as the
Debtors' investment banker and financial advisors.  Kurtzman
Carson Consultants, LLC, serves as claims agent.  Sitrick &
Company serves as public relations consultants.

Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq.,
and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP.
Conway Del Genio serves as financial advisors to the First Lien
Lenders.  Schulte Roth serves as corporate and tax advisors to the
First Lien Lenders.  Another lender, Lee DSI Holdings, is
represented by Jennifer Rodburg, Esq., at Fried Frank Harris
Shriver & Jacobson LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Otterbourg Steindler Houston & Rosen serves
as lead counsel to the Committee.


EGPI FIRECREEK: Incurs $1.06-Mil. Second Quarter Net Loss
---------------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.06 million on $22,220 of gross revenue from sales for the
three months ended June 30, 2011, compared with a net loss of
$1.90 million on $0 of gross revenue from sales for the same
period a year ago.

The Company also reported a net loss of $2.35 million on $47,362
of gross revenue from sales for the six months ended June 30,
2011, compared with a net loss of $3.03 million on $0 of gross
revenue from sales for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $5.14 million
in total assets, $5.00 million in total liabilities, all current,
$3.73 million in Series D preferred stock, and a $3.59 million
total shareholders' deficit.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI
Firecreek'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 negative cash flows from
operations.

The Company was delayed in filing its Quarterly Report in order to
enable its independent registered public accounting firm to
complete its review of the Company's financial statements to be
contained in the Report.

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

                       http://is.gd/v3cccj

                      About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.


EMIVEST AEROSPACE: Selling W.V. Lease, Asks More Plan Time
----------------------------------------------------------
Emivest Aerospace Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file a
Chapter 11 plan and solicit acceptances of that plan until
Dec. 15, 2011, and Jan. 13, 2011, respectively.

A hearing is set for Aug. 30, 2011, at 2:00 p.m., to consider the
Debtor's request for extension of time.

According to court filings, the Debtor, with the assistance of
Hilco Industrial LLC and Hilco Real Estate LLC, is now in the
process of marketing the final major asset of the estate -- other
than certain litigation claims -- the West Virginia Lease.  The
price at which the West Virginia Lease is eventually sold will
dictate largely the terms of any chapter 11 plan proposed in this
case.  Because it cannot adequately formulate a chapter 11 plan
until after the sale of the West Virginia Lease, the Debtor says
it needs additional time to file and solicit acceptance of a
chapter 11 plan.

                      About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection
(Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010.  Emivest
disclosed $80,700,232 in assets and $77,333,546 in liabilities as
of the Chapter 11 filing.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


ENER1 INC: Faces Class Suit Over Failed Car Investment
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an Ener1 Inc.
shareholder filed a putative class action Tuesday against the
lithium-ion battery manufacturer for allegedly investing heavily
in a Norwegian electric car company that soon filed for
bankruptcy, driving down the price of Ener1 shares.

According to Law360, plaintiff Mark Beckman filed the suit on
behalf of similarly situated shareholders, alleging that Ener1
made the ill-advised investment in the doomed electric car maker
and then tried to cover up its effect on the company's financial
condition.

                         About Ener1 Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$31.3 million in total assets, $29.7 million in total liabilities,
and $8.6 million in redeemable convertible stock, resulting in a
$7.0 million total stockholders' deficit.


FIRST FOLIAGE: Taps Jorge Costales as Auditor
---------------------------------------------
First Foliage LC asks the U.S. Bankruptcy Court for the Southern
District of Florida for permission to employ Jorge Costales CPA as
auditor of the First Foliage Retirement Plan & Trust administered
by Principal Life Insurance Company, a member of Principal
Financial Group, for the periods ending Sept. 30, 2009, and
Sept. 30, 2010.

The Debtor tells the Court that it is required to audit the 401(k)
plan and to submit the annual return/ report of employee benefit
plan to the Employee Benefits Security Administration fka Pension
and Welfare Benefits Administration, a division of the United
State Department of Labor, in order to terminate and close the
plan.

The deadline to submit the form to the EBSA is Sept. 15, 2011.

The Debtor says the plan has about $5,100 available to pay
expenses associated with the auditing services to be rendered by
the firm.

The Debtor will pay $4,000 to the firm for this engagement.

                     About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., once operated a
business that supplied tropical plants to retailers.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-27532) on June 23, 2010.   Luis Salazar, Esq., at Infante,
Zumpano, Hudson & Miloch, LLC, represents the Debtor.  Berger
Singerman, P.A., serves as counsel to the Official Committee of
Unsecured Creditors.  The Company estimated $50 million to $100
million in assets and $10 million to $50 million in liabilities in
its Chapter 11 petition.

As reported in the TCR on Feb. 15, 2011, First Foliage LC has sold
its assets to Costa Farms LLC for roughly $22 million.


FLORIDA MAGNUM: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Florida Magnum Group, LLC
        19806 Panama City Beach Pkwy
        Panama City, FL 32408

Bankruptcy Case No.: 11-12741

Chapter 11 Petition Date: August 22, 2011

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

Judge: Arthur B. Briskman

Debtor's Counsel: Frank M Wolff, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: fwolff@whmh.com

Estimated Assets: $100,001 to $500,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Internal Revenue Service  tax penalty            $1,424
Centralized Insolvency
PO Box 7346
Philadelphia, PA 19101

The petition was signed by Robert E. Blackerby, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
San Marco at Venetian Bay, LLC         11-12738   08/22/11


GALP CNA: Highcross Wants Until Aug. 31 to File Schedules
---------------------------------------------------------
GALP Highcross Limited Partnership and GALP Waters Limited
Partnership ask the U.S. Bankruptcy Court for the Southern
District of Texas to extend until Aug. 31, 2011, their time to
file schedules and statement of financial affairs.

The Debtors need additional time to ensure that complete and
accurate schedules and statements are filed.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-
38975) on Oct. 4, 2010.  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CNA's case is jointly administered with that of Wentwood
Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood
Rollingbrook, L.P., and GALP Cypress Limited Partnership.  GALP
CNA is the lead case.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38981).  It estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.  Three affiliates -- Wentwood Roundhill, Wentwood
Rollingbrook, and GALP Cypress (Case No. 10-38991) -- also filed
for Chapter 11 bankruptcy protection on Oct. 4, 2010.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GALP WATERS: Reorganization Case Transferred to Judge Jeff Bohm
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
ordered that the Chapter 11 case of GALP Waters Limited
Partnership is transferred from Judge Karen K. Brown to Judge Jeff
Bohm.

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  The cases are jointly administered
before Judge Karen K. Brown.  The bankruptcy counsel may be
reached at:

         Matthew Hoffman, Esq.
         LAW OFFICES OF MATTHEW HOFFMAN, P.C.
         2777 Allen Parkway, Suite 1000
         Houston, TX 77019
         Tel: 713-654-9990
         Fax: 713-654-0038
         E-mail: mhecf@aol.com

GALP Waters estimated $10 million to $50 million in assets and
debts.  The petitions were signed by Gary M. Gray, president of
Waters-1 GP, Inc., general partner of Waters GP, L.P., general
partner.


GENERAL GROWTH: Court OKs Default Rate Interest for Eurohypo
------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered on August 2, 2011, a formal
order granting the request of Eurohypo AG, New York Branch, as
administrative agent to the 2006 Lenders, for payment of
postpetition interest at the default rate of 5.25% beginning on
the Petition Date and extending through the date that payment of
interest is satisfied in full, which is the amount of $89,335,330
from the Petition Date through and including July 20, 2011 plus
additional interest on the July 20 Balance at a per-diem rate of
$12,849 for each day following July 20, 2011 until the date that
the amount of default interest owed is paid in full by the
Reorganized Debtors.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Appeals $89MM Default Interest for Eurohypo
-----------------------------------------------------------
Reorganized General Growth took an appeal to the U.S. District
Court for the Southern District of New York from Judge Gropper's
August 2, 2011 order granting default interest to Eurohypo AG,
New York Branch.

The Reorganized Debtors want the District Court to review these
issues on appeal:

(1) Does Section 506(b) of the Bankruptcy Code require a solvent
   debtor to pay postpetition interest to its secured lender at
   the contractual default rate where the loan was not
   accelerated prior to the bankruptcy filing and where the
   application of the default interest rate was triggered solely
   by an ipso facto clause in the applicable loan agreement?

(2) Did the Bankruptcy Court err in concluding that the payment
   of default interest at the contract rate was required
   notwithstanding the absence of any affirmative action by the
   lender to accelerate the loan before the Petition Date?

(3) In light of Section 502(b) of the Bankruptcy Code, which
   requires determination of a claim as of the time of
   commencement of a Chapter 11 case, did the Bankruptcy Court
   err in concluding that post-bankruptcy maturity of the loan
   also triggered payment of postpetition interest at the
   contractual default rate?

In an order dated July 20, 2011, Bankruptcy Judge Allan Gropper
upheld the request by Eurohypo AG, New York Branch, as
administrative agent for lenders under the 2006 Credit Agreement,
for payment of postpetition interest on the "Allowed Bank Claim"
as defined in the Third Amended Joint Plan of Reorganization of
General Growth Properties Inc., at the contractual default rate of
5.25%.

Judge Gropper entered on August 2, 2011, a formal order granting
the request of Eurohypo AG, New York Branch, as administrative
agent to the 2006 Lenders, for payment of postpetition interest at
the default rate of 5.25% beginning on the Petition Date and
extending through the date that payment of interest is satisfied
in full, which is the amount of $89,335,330 from the Petition Date
through and including July 20, 2011 plus additional interest on
the July 20 Balance at a per-diem rate of $12,849 for each day
following July 20, 2011 until the date that the amount of default
interest owed is paid in full by the Reorganized Debtors.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Credit Suisse's Early Termination Claim Allowed
---------------------------------------------------------------
Bankruptcy Judge Allan Gropper allowed Credit Suisse
International's Claim No. 4823 against General Growth Properties
for the amount due on early termination totaling $17,114,789
and default interest totaling $501,648.  The interest has been
calculated from April 8, 2009 to May 6, 2011, and will continue
to accrue until the date of payment.

The settlement amount constitutes full and complete satisfaction
of the Credit Suisse Claim, Judge Gropper ruled.

Judge Gropper further ruled that any amounts requested by Credit
Suisse in connection with the Credit Suisse Claim and in excess
of the Settlement Amount will not be allowed.

The Reorganized Debtors' claims agent is authorized and directed
to modify the official claims registry in compliance with this
order.

To the extent that Credit Suisse, Anchorage Capital Master
Offshore, Ltd., and GRF Master Fund, L.P., are lenders under the
2006 Facility, the rights of those entities in connection with
the request of Eurohypo AG, New York Branch, for payment of
postpetition interest at the default rate are reserved, Judge
Gropper stated.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GLOBAL AVIATION: S&P Lowers Corporate to 'SD' on Missed Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Peachtree City, Ga.-based Global Aviation
Holdings Inc. (Global Aviation) to 'SD' from 'CCC+'. "We also
lowered our issue-level rating on the company's senior secured
notes to 'D'. At the same time, we removed both ratings from
CreditWatch, where they were placed with negative implications on
Aug. 16, 2011. The recovery rating remains a '1'. However, we may
reassess the assumptions underlying our recovery evaluation; this
could lead us to revise the recovery rating," S&P related.

The rating actions follow Global Aviation's decision to defer the
interest payment on its senior secured notes that was due Aug. 15,
2011. "Under our criteria, we view failure to make an interest
payment within five days after the due date for payment a default,
regardless of the length of the grace period contained in the
indenture," said Standard & Poor's credit analyst Lisa Jenkins.

Global Aviation provides passenger and cargo air transportation to
the U.S. military and commercial customers through its two airline
subsidiaries, World Airways Inc. and North American Airlines Inc.
Earnings and cash flow this year have been adversely affected by
reduced pricing on the military business, higher capital
expenditures, and lower-than-expected flying in both the
military and commercial business.


GREEN PLANET: Incurs $1.7 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
Green Planet Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss available to common shareholders of $1.72 million on
$1.35 million of gross profit for the three months ended June 30,
2011, compared with a net loss available to common shareholders of
$1.97 million on $1.54 million of gross profit for the same period
a year ago.

Green Planet ended fiscal 2011 with a net loss of $15.4 million on
$37.1 million of sales fiscal 2010 with a net loss of $15.7
million on $57.4 million of sales.

The Company's balance sheet at June 30, 2011, showed $6.05 million
in total assets, $40.97 million in total liabilities, and a
$34.91 million total stockholders' deficit.

As reported by the TCR on July 21, 2011, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., says that Green Planet Group's significant
operating losses and negative working capital raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

Green Planet has two reportable segments: the engine, fuel
additives and green energy products and the industrial staffing
segments.  The first segment is comprised of the XenTx Lubricants,
EMTA Corp. and White Sands entities and the staffing segment is
comprised of Lumea, Inc., and its operating subsidiaries.

Two of Lumea subsidiaries' cash accounts and their relationship
with their primary lender was levied in July 2011 for unpaid trust
fund (payroll) taxes in the approximate amount of $14 million.
The Company has reached an agreement with the IRS that provides
them a 30-day grace period (through approximately August 17, 2011)
to present to the IRS a potential plan of repayment, liquidation,
or sale of the Company's assets.  Should the Company be unable to
meet the IRS' timeframe for providing a plan for repayment, the
IRS may reassert its lien rights, which could potentially cause
those businesses to be liquidated.  As an alternative, these
entities may seek the protection of Chapter 11 of the U.S
Bankruptcy Code while they seek to restructure operations and
negotiate settlements with their creditors.

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

                        http://is.gd/7iS7ST

                        About Green Planet

Green Planet Group, Inc., is engaged in the research, development,
manufacturing and distribution of a variety of products that
improve overall energy efficiency with a specific concentration on
petroleum based energy sources.  The Company currently has four
wholly owned operating subsidiaries, EMTA Corp, XenTx Lubricants,
Inc., White Sands, L.L.C., and Lumea, Inc.


GSC GROUP: Court OKs Ch. 11 Trustee Settlement With SEC
-------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York authorized James L. Garrity, Jr.,
Chapter 11 trustee in the case of GSC Group, Inc., et al., to
enter into the offer of settlement with the Securities and
Exchange Commission.

As reported in the Troubled Company Reporter on Aug. 15, 2011, the
Chapter 11 trustee sought approval of the settlement which
resolves the SEC's claims against Debtor GSCP (NJ), L.P., in order
to avoid the delay, uncertainty and expense of litigating
a Securities and Exchange Commission enforcement action.

On Jan. 13, 2011, SEC informed the Chapter 11 trustee and his
counsel that it was considering filing a civil injunctive action
against GSCP (NJ) for "material misstatements and omissions" in
connection with the marketing of the Squared CDO 2007-1
collaterized debt obligations.  SEC further informed the Chapter
11 trustee that it was considering seeking injunctive relief as
well as disgorgement, prejudgment interest and a civil penalty.

The Chapter 11 trustee has entered into an Offer of Settlement,
which is conditioned upon Court approval, consenting to the entry
of an Order Instituting Administrative and Cease-and-Desist
Proceedings, which orders GSCP (NJ) to cease and desist from
committing or causing any violations and any future violations of
Sections 17(a)(2) and (3) of the Securities Act of 1933, Sections
204 and 206(2) of the Investment Advisers Act, and Rule 204-2
promulgated thereunder.

The Chapter 11 trustee enumerated the reasons why the settlement
is in the best interests of the Debtors, their estates and
creditors:

     * The settlement does not include the imposition of a
       monetary penalty against GSCP (NJ);

     * The settlement avoids difficult, time-consuming, and
       expensive litigation;

     * The settlement does not impose any limitations on the
       business activities of the Debtors, while if the SEC had
       obtained the injunctive relief it was considering seeking,
       that relief could have limited the operation of the
       Debtors' business.

A full-text copy of the Settlement is available at no charge at:

   http://bankrupt.com/misc/GSC_TCR_GSCPnjSECoffer060311.pdf

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


GSC GROUP: Bankruptcy Trustee Files Plan to Pay Creditors
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that while an appeal of GSC Group
Inc.'s sale remains pending, the former investment management
firm's bankruptcy trustee is seeking to move forward with a plan
to pay creditors.

                       About GSC Group Inc.

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


HORIZON LINES: S&P Lowers CCR to 'SD' on Interest Deferral
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Horizon Lines Inc. to 'SD' from 'CCC'. "At the
same time, we lowered our rating on the company's senior
convertible note to 'D' from 'CC', and removing those ratings
from CreditWatch. Our 'B-' rating on the senior secured credit
facilities remains on CreditWatch, where we placed it with
negative implications on Feb. 24, 2011," S&P related.

The rating actions on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period. "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


IMMUCOR INC: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Immucor Inc. "In addition, we assigned a 'BB-'
debt rating and '2' recovery rating to the company's $715 million
secured bank facility, consisting of a $100 million revolving
credit facility and $615 million term loan B. The '2' recovery
rating indicates our expectation of substantial recovery (70% to
90%) in the event of a default. We are also assigning our 'B-'
debt rating and '6' recovery rating to the company's $400 million
unsecured notes. The company used the proceeds from the term loan,
$400 million unsecured notes, and $715 million of sponsor common
equity, to finance the transaction," S&P related.

"The ratings on Immucor Inc. reflect our expectations that
revenues and EBITDA will continue to grow in the low single-
digits, propelled by the trend toward automation and contract
price escalators, despite depressed demand for blood testing in
the U.S," said Standard & Poor's credit analyst Cheryl Richer.

"While EBITDA growth should gradually reduce the company's debt,
we expect Immucor's financial risk profile to remain highly
leveraged over the next year or two, because of debt incurred as
part of its acquisition by TPG Capital. Immucor develops,
manufactures, and sells reagents and automated systems that
detect and identify certain properties of the cell and serum
components of human blood for the purpose of blood transfusion.
Hospitals, donor centers, and reference laboratories use its
products. The company's fair business risk profile reflects its
narrow business focus and modest revenue base, operating
risk with the majority of reagent production at its Norcross
manufacturing facility, regulatory risk, and lack of geographic
diversity. Strengths include a leading position in the in-vitro
diagnostic (IVD) blood typing and screening market, high
profitability, high barriers to entry and minimal competitive
pressures, and high contract/customer stickiness," S&P related.

As a result of the TPG Capital acquisition, initial debt to EBITDA
(adjusted for off-balance-sheet items such as operating leases)
exceeds 6x. EBITDA growth and debt repayment could deleverage the
company over the next few years. "However, unless the company's
performance significantly exceeds our expectations of low- to mid-
single-digit growth, we do not expect debt leverage to decline to
under 5x within the next two years. We expect funds from
operations (FFO) to debt to remain under 12% over that time,
consistent with a highly leveraged financial risk profile," S&P
said.


IMPERIAL CAPITAL: Posts $81,000 Net Income in July
--------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp reported
net income of $80,917 on zero revenue in July.

                 About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor's proposed Liquidating Plan of Reorganization provides
that based upon assets available for distribution, creditors of
the Company will not be paid in full under the Plan.  The Company
predicts that, after payment to the Company's unsecured creditors,
there will be no assets available for distribution to the holders
of the Company's common stock.


IMUA BLUEHENS: Amends Schedules of Assets and Liabilities
---------------------------------------------------------
Imua Bluehens LLC filed with the U.S. Bankruptcy Court for the
District of Hawaii amended schedules of assets and liabilities,
and statements of financial affairs, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,000,000
  B. Personal Property              $169,600
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,765,112
  E. Creditors Holding
     Unsecured Priority
     Claims                                            10,797
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,088,496
                                 -----------      -----------
        TOTAL                    $12,169,600      $16,864,405

A full-text copy of the amended schedules is available for free at
http://bankrupt.com/misc/IMUABLUEHENS_sal_amended.pdf

In the original schedules, the Debtor disclosed $1,432,551 of
unsecured non-priority claims.

                        About Imua Bluehen

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  The petition was
signed by James K. Kai, manager.


INFUSION BRANDS: Incurs $1.89-Mil. Second Quarter Net Loss
----------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on
Form 10-Q, reporting a net loss of $1.89 million on $5.21 million
of product sales for the three months ended June 30, 2011,
compared with a net loss of $23.69 million on $570,208 of product
sales for the same period during the prior year.

The Company also reported a net loss of $3.21 million on
$9.37 million of product sales for the six months ended June 30,
2011, compared with a net loss of $10.06 million on $3.10 million
of product sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $8.32 million
in total assets, $8.11 million in total liabilities, $7.29 million
in redeemable preferred stock, and a $7.08 million total deficit.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.

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

                        http://is.gd/OUZVWv

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.


INMAR INC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Winston-Salem, N.C.-based Inmar Inc. The outlook
is stable.

"The speculative-grade ratings on Inmar reflect Standard & Poor's
view of the company's financial risk profile as aggressive and its
business risk profile as weak, though we expect it to enhance
credit ratios with debt reduction from free cash flow," said
Standard & Poor's credit analyst Charles Pinson-Rose. "We believe
that Inmar's businesses generally are stable and recurring but
that unfavorable macroeconomic and industry conditions could hurt
the company's reverse logistics business and overall profits."

Operating trends at Inmar stabilized in the first quarter of 2011,
after relative weakness in 2010, and Standard & Poor's anticipates
similar performance for the balance of 2011. However, the
company's two businesses likely will change trajectories in 2011.

"We expect performance in the reverse logistics business, which
primarily processes returns of consumer goods and pharmaceuticals
between retailers and manufacturers, will rebound in 2011 and
provide moderate profit growth," Mr. Pinson-Rose said. "On the
other hand, we expect that profits in the promotional service
business, which focuses on coupon processing, will moderate or
decline slightly."

Standard & Poor's also assigned a 'B+' rating (the same as the
corporate credit rating) to the company's $240 million senior
secured credit facilities, consisting of a $210 million term loan
B and a $30 million revolving credit facility. The '4' recovery
rating on the debt indicates expectations of average (30%-50%)
recovery of principal in the event of default.

The company used the proceeds of the term loan to repay its
existing term loan and subordinated notes and fund a dividend to
equityholders.


INTEGRATED FREIGHT: Incurs $2.86-Mil. Fiscal Q1 Net Loss
--------------------------------------------------------
Integrated Freight Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.86 million on $13.03 million of revenue for the
three months ended June 30, 2011, compared with a net loss of
$329,388 on $4.78 million of revenue for the same period during
the prior year.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at June 30, 2011, showed
$21.44 million in total assets, $28.02 million in total
liabilities, and a $6.57 million total stockholders' deficit.

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

                        http://is.gd/5N7jRC

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.


INTERNATIONAL FUEL: Incurs $593,000 Second Quarter Net Loss
-----------------------------------------------------------
International Fuel Technology, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $593,847 on $45,574 of revenue for
the three months ended June 30, 2011, compared with a net loss of
$468,049 on $175,395 of revenue for the same period during the
prior year.

The Company also reported a net loss of $1.12 million on $108,504
of revenue for the six months ended June 30, 2011, compared with a
net loss of $1.12 million on $224,091 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.38 million
in total assets, $4.15 million in total liabilities, and a
$1.77 million total stockholders' deficit.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Chicago,
expressed substantial doubt about International Fuel'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 from operations, has a working capital deficit at
Dec. 31, 2010, and has cash obligations and outflows from
operating activities.

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

                        http://is.gd/4JCF4r

                     About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.


JAMESON INN: Foreclosure Auction on Sept. 23; P/E Hikes Stake
-------------------------------------------------------------
Kris Hudson, writing for Dow Jones' Daily Bankruptcy Review,
reports a person familiar with the matter said private-equity
investor Colony Capital LLC on Wednesday removed a potential
competitor in its bid to foreclose on the Jameson Inn hotel chain
by purchasing the $39 million portion of Jameson's mezzanine debt
held by AllianceBernstein Holding LP.  Colony now holds $78
million of the mezzanine debt, putting Colony in prime position to
follow through on its bid to foreclose on Jameson.

The report relates Jameson's $330 million of debt came due Aug. 9,
but that date passed without payment from Jameson or owner JER
Partners.  Colony and AllianceBernstein declared Jameson in
default.

The report says a foreclosure auction in the case is scheduled for
Sept. 23.

According to DBR, analysts have estimated that Jameson's hotels
collectively are worth less than the chain's total debt, making
any refinancing difficult.

The source also told DBR that Colony on Wednesday requested an
extension of the due date of Jameson's $170 million first
mortgage.  DBR says the servicer overseeing that securitized
mortgage, Wells Fargo & Co.'s Wachovia Corp., declined to comment
on Wednesday.

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.

Colony specializes in real estate and has roughly $34 billion of
assets under management.


JCK HOTELS: Court OKs Gordon & Rees as General Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has approved JCK Hotels, LLC, fka Mira Mesa Hotels, LLC's
application to employ the law firm Gordon & Rees LLP as general
bankruptcy and litigation counsel.

It is necessary for the Debtor to employ G&R to undertake such
actions as may be appropriate or necessary in connection with the
preservation and realization of value of the chapter 11 estate and
the reorganization of Debtor.

The firm's rates are:

              Personnel                      Rates
              ---------                      -----
             William M. Rathbone, Partner     $425
             Jeffrey D. Cawrey, Partner       $425
             Daniel C. Silva, Associate       $250

                         About JCK Hotels

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  While no formal appraisal
has been done recently, the Debtor believes the fair market value
of both Hotels exceeds $18 million.  The petition was signed by
Charles Jung, managing member.


KIEBLER RECREATION: Scott Enterprises Offers $11.3MM for Resort
---------------------------------------------------------------
James Fink at Buffalo Business First reports that Scott
Enterprises, the Erie-based hospitality development company with
significant local holdings, has emerged as the top bidder for the
financially-ailing Peek'n Peak Resort.

According to the report, Scott submitted the top bid of
$11.3 million in proceedings held in the U.S. Bankruptcy Court in
Cleveland where the resort's former owners, Kiebler Recreation
LLC, filed for Chapter 11 protection in May 2010.

The report says Nick Scott Jr., Scott Enterprises vice president,
said his family-run company will evaluate the entire Peek'n Peak
operation before determining what improvements and renovations
need to take place.  "We are excited, as a company, to be the ones
to take ownership of this troubled property and turn it around,"
Mr. Scott said.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility in Findley Lake, New York.

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

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

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


LAINHART AND POTTER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lainhart and Potter, Inc.
        dba Lainhart & Potter
        P.O. Box 428
        West Palm Beach, FL 33402

Bankruptcy Case No.: 11-33276

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

Scheduled Assets: $5,129,642

Scheduled Debts: $2,307,191

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-33276.pdf

The petition was signed by Jere B. Leffler, president.


LANDAMERICA FINANCIAL: Ex-Workers Drop Suit Over Plan Management
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that U.S. District
Judge John Gibney Jr. on Wednesday dismissed a putative class
action by former LandAmerica Financial Group Inc. employees now
that a bankruptcy court has agreed to toll their claims against
the executives who oversaw the fallen title insurance giant's
retirement plan.

Law360 relates that Judge Gibney signed off on the plaintiff's
dismissal bid after the trustee for the LandAmerica Financial
Group liquidation trust agreed to preserve the Employee Retirement
Income Security Act claims against the executives.

                   About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as the
restructuring advisor.  Epiq Bankruptcy Solutions served as claims
and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own Chapter 11
petition.  Affiliate LandAmerica Title Company filed for for
Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Bankruptcy Court confirmed that plan on Nov. 23, 2009, and the
plan took effect on Dec. 7, 2009.


LEA POWER: Fitch Lowers Rating on Sr. Secured Bonds to 'BB+'
------------------------------------------------------------
Fitch Ratings has downgraded Lea Power Partner, LLC's (LPP)
$305.4 million senior secured bonds due 2033 to 'BB+' from 'BBB-'.
The Outlook is revised to Stable from Negative.  The cash flow and
debt service coverage ratio (DSCR) profile is significantly lower
than original projections prepared prior to commercial operation,
largely due to a permanently higher than projected operating and
maintenance (O&M) cost profile.  The Stable Outlook reflects the
expectation for stable revenues under a tolling-style power
purchase agreement (PPA) and stable O&M expenses including a
revised long-term service agreement (LTSA).

Fitch downgrades the following rating:

  -- Senior secured bonds to 'BB+' from 'BBB-'; Stable Outlook.

Revenues are expected to remain stable because of the large
proportion of fixed capacity payments under the PPA with an
investment grade counterparty, but are unlikely to exceed current
projections.  A favorable PPA amendment significantly increased
dispatch availability factor revenues on an annual basis. Winter
capacity was increased by over five megawatts through incremental
duct firing, increasing annual revenues by $450 thousand.

The current level of O&M costs is expected to remain stable,
although significantly higher than original projections.  Since
2009, the project has experienced a material improvement in O&M
and major maintenance expenses. Expense reductions included a new
LTSA, a successful permit revision that significantly reduced
water disposal cost and a reduction in plant staffing.  The LTSA
replaces a long-term maintenance agreement with Mitsubishi Power
Systems Americas resulting in estimated cost savings of $40
million over the next 10 years with more stable and level annual
costs.  In addition to cost savings, the owner's risk of parts
life, performance and emissions compliance is shifted to the LTSA
provider.  Actual property taxes have been approximately 50%
higher than original projections.  The sponsor has filed a
property tax appeal, and a successful resolution would be
favorable but not adequate to increase the rating case DSCR
profile to levels consistent with an investment grade rating.

Fitch assigned a rating of 'BBB-' to LPP's issuance of the senior
secured bonds in 2007.  The proceeds of the issuance were used to
finance the construction of the Hobbs generating station (Hobbs)
near the city of Hobbs, N.M. LPP is a special-purpose company
formed solely to own and develop the Hobbs project.  LPP is an
indirect, wholly owned subsidiary of ArcLight Energy Partners Fund
III, LP.

Hobbs sells energy and capacity under a 25-year PPA with
Southwestern Public Service Company (SPS).  SPS purchases capacity
at a fixed price and obtains full dispatch rights over the
facility.  Hobbs is reimbursed for nonfuel variable operating
costs through a separate fixed-price energy payment.  The PPA is
structured as a tolling agreement, and SPS is responsible for
providing natural gas fuel.  SPS is a fully integrated, investor-
owned electric utility serving New Mexico and parts of Texas.



LITEWAVE CORP: Defaults on Financial Reporting Obligations
----------------------------------------------------------
Litewave Corp. disclosed the nomination of new directors and
officers to supplement its Board.  The Company would also like to
provide a corporate update to its shareholders.

New Management

Effective immediately, Mr. David Grand will be replacing Mr. Frank
Dumas in his duties as President and Chief Executive Officer. Mr.
Mark Billings, Chief Financial Officer, will be replaced by Mr.
Denis Petke.  Messrs. Dumas and Billings, who have been with the
company since 2009, will remain with the Company as directors of
the board with Mr. Dumas becoming the Chairman of the Board of
Directors.

Litewave Corp. is convinced that its new committed and experienced
team will be successful in bringing the company up to date.

The Board and Management team will now comprise of:

David Grand, President and CEO

Dennis Petke, Director and CFO

Mario Bourque, Director

Mark Billings, Director

Francois Dumas, Director, Chairman of the Board

David Grand has an extensive knowledge of the financial industry,
and has worked with numerous well established firms.  Mr. Grand
occupied the position of vice-president at TD Evergreen in the
mid-90s.  He also worked for BMO Nesbitt Burns in the 90's and
worked at Desjardins Securities in 2002 as Regional Sales Manager.
In 2005 he took over Octagon Securities' Retail Division and
joined Union Securities in April 2010.  Mr. Grand is currently a
Director on the Board of St-Georges Platinum and Base Metals Ltd.
(cnsx:SX) and of Celtic Metals.

Mr. Petke is a member of the Institute of Chartered Accountants of
British Columbia (1995).  Over the past 10 years Mr. Petke has
advised both private and public companies accumulating extensive
experience in the area of corporate finance, including negotiating
and implementing private and public company mergers, as well as
facilitating private placement, preference share, convertible
debenture, special warrant and debt financings. Mr. Petke
specializes in working with early stage companies.

Current Corporate Situation

The Company is currently late and in default in regards to its
Quarterly and Annual Financial reporting obligations under US Laws
since the first Quarter of 2010.  Litewave is also in default
under BC Instrument 51-509 regarding the same reporting
obligations in Canada, a Cease Trade Order was issued on May 25
2011 by the British-Colombia Securities Commission (BCSC) and is
still in effect.

The management of the Company has directed most of its action
toward the resolution of that situation.  The management expect to
be able to correct the situation and make the financial reports
available by this year's end.

Oil & Gas Assets

The Company has no more interest in Oil & Gas property.

Mining Assets

North-Shore Constellation 50% earn-in Option

In the Second quarter of 2011 the Company received notification of
being in default from St-Georges Platinum and Base Metals Ltd.
("St-Georges") regarding its 50% earn-in option on the North Shore
Constellation group of mining exploration properties.  Due to its
current corporate and financial situation, Litewave could not make
the cash payments and was not able to conduct any equity financing
in order to meet the minimum work commitments required by the
option agreement with St-Georges.  The option agreement is now
terminated and Litewave is negotiating with St-Georges to enter
into a revised option agreement on some of the properties included
in the Constellation group of properties.

Villebon Property 50% Option

In the second quarter of 2011, the Company received a default
notification in regards to its 50% option in the Villebon Property
located in the Abitibi region of Quebec. S t-Georges assumed
Litewave's obligation in accordance with the acquisition agreement
and acquired 100% of the property.  In effect St-Georges is now
the sole owner of the Villebon Property.  The two Companies are
currently negotiating the details of a new option agreement that
would enable Litewave to acquire, under certain conditions, to be
divulged in a subsequent press release, an interest of up to 40%.

Other Related Matter

In the second quarter of 2010, Litewave issued a debenture in the
amount of 100,000$ to St-Georges.  The bulk of this amount was
used by Litewave to pay its accountant, lawyers and auditors in
order to fulfill the Company's reporting obligations.  The
debenture was to be repaid by the end of the second quarter of
2011.  Litewave did not receive a written notification default or
a request of payment from St-Georges.  However, this debenture now
bears an 18% annual interest since its due date.


LOOMIS -15TH: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Loomis -15th Lofts, LLC
        1250 N. Paulina St
        Chicago, IL 60622

Bankruptcy Case No.: 11-34169

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Shelly A. DeRousse, Esq.
                  STAHL COWEN CROWLEY ADDIS LLC
                  55 West Monroe Street, Suite 1200
                  Chicago, IL 60603
                  Tel: (312) 377-7887
                  Fax: (312) 423-8197
                  E-mail: sderousse@stahlcowen.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-34169.pdf

The petition was signed by Steven Lipe, manager, Loomis-15th
Lotte, LLC.


MACROSOLVE INC: Incurs $722,000 Second Quarter Net Loss
-------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $722,717 on $219,431 of net sales for the quarter ended
June 30, 2011, compared with a net loss of $462,261 on $134,332 of
net sales for the same period during the prior year.

The Company also reported a net loss of $1.23 million on
$335,431 of net sales for the six months ended June 30, 2011,
compared with a net loss of $908,250 on $408,560 of net sales for
the same period during the previous year.

The Company's balance sheet at June 30, 2011, showed $1.86 million
in total assets, $2.48 million in total liabilities, and a
$612,657 total stockholders' deficit.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.

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

                        http://is.gd/3UnqFF

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.


MADISON 92ND: N.Y. Hotel Owner's Bankruptcy Comes Under Fire
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a self-described creator of
the Courtyard by Marriott on Manhattan's Upper East Side is
looking to have the hotel owner's bankruptcy case dismissed,
saying last week's filing was part of an "illegal 'hostile
takeover'" effort by a pair of equity holders.

Situated within walking distance of Eyre Square, Courtyard
Marriott hotel has 104 rooms, including two penthouse suites, and
has dining, conference and spa facilities.

              About Madison 92nd Street Associates

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by:

         Thomas R. Califano, Esq.
         William M. Goldman, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020
         Telephone: (212) 335-4500
         Facsimile: (212) 335-4501
         E-mail: william.m.goldman@dlapiper.com
                 thomas.califano@dlapiper.com


MEDICAL BILLING: Reports $56,000 Second Quarter Net Income
----------------------------------------------------------
Medical Billing Assistance, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $56,304 on $384,518 of rental revenue for
the three months ended June 30, 2011, compared with net income of
$80,852 on $342,156 of rental revenue for the same period during
the prior year.

The Company also reported net income of $83,880 on $695,715 of
rental revenue for the six months ended June 30, 2011, compared
with net income of $134,465 on $626,868 of rental revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.79 million
in total assets, $5.84 million in total liabilities, and a
$1.05 million total stockholders' deficit.

Ronald R. Chadwick, P.C., in Aurora, Colo., expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Chadwick noted that the Company
has a working capital and stockholders' deficit.

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

                        http://is.gd/h7FOzW

                       About Medical Billing

Melbourne, Fla.-based Medical Billing Assistance, Inc., was
incorporated in the State of Colorado on May 30, 2007, to act as a
holding corporation for I.V. Services Ltd., Inc. ("IVS"), a
Florida corporation engaged in providing billing services to the
medical community.  IVS was incorporated in the State of Florida
on Sept. 28, 1987.

On Dec. 29, 2010, the Company entered into a Share Exchange
Agreement with FCID Medical, Inc., a Florida corporation and FCID
Holdings, Inc., a Florida corporation, and the shareholders of
FCID.  Pursuant to the terms of the Share Exchange Agreement, the
FCID Shareholders exchanged 100% of the outstanding common stock
of FCID for a total of 40,000,000 shares of common stock of the
Company, resulting in FCID Medical and FCID Holdings being 100%
owned subsidiaries of the Company.

All of the Company's operations are conducted out of its wholly-
owned subsidiaries: IVS, FCID Medical and FCID Holdings.  The
Company has real estate holdings through FCID Holdings, Inc.,
under which Marina Towers, LLC, is wholly-owned subsidiary.


MERCY MEDICAL: S&P Lowers Rating on $79.87-Mil Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB' on Cuyahoga County, Ohio's $79.987 million series
2000 hospital facilities revenue bonds, issued on behalf of Mercy
Medical Center. The outlook is negative.

"The rating action reflects our view of Mercy Medical Center's
challenged operations, low maximum annual debt service coverage,
and soft utilization," said Standard & Poor's credit analyst Brian
Williamson.

"The negative outlook reflects our view of the challenged
operations at Mercy Medical Center. We do not anticipate that
Mercy Medical Center will end the year any worse than in fiscal
2010. However, if operations do not improve and the balance sheet
suffers, we could lower the rating further," S&P related.


MEXICAN BENEFIT: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mexican Benefit Corporation
        529 Euclid Avenue & 2901 East 6th Street
        Los Angeles, CA 90063

Bankruptcy Case No.: 11-45565

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Keith F. Rouse, Esq.
                  LAW OFFICE OF KEITH F. ROUSE
                  766 E Colorado Blvd Ste 104
                  Pasadena, CA 91101
                  Tel: (626) 449-4211
                  E-mail: rouselaw@hotmail.com

Scheduled Assets: $1,288,050

Scheduled Debts: $268,650

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-45565.pdf

The petition was signed by Martha C. Soriano, president.


MICHAEL CHANDLER: Court Confirms Ex-Wife's Plan
-----------------------------------------------
Bankruptcy Judge Magdeline D. Coleman confirmed a Chapter 11 plan
for Michael Scott Chandler, Sr., proposed by his estranged wife,
Dolores.  The Plan calls for the sale of the Debtor's real
property -- consisting of 35.9 acres of real property located at
438 McFarlan Road, Kennett Township, Pennsylvania -- pursuant to a
pre-bankruptcy sale agreement with Trilogy Investments, LLC, for
$950,000.  The Debtor objected to the Plan, saying the sale of the
Property is not in his best interest.  During the course of the
Debtor's case, the Debtor has submitted four separate plans of
reorganization and accompanying disclosure statements.  None of
the proposed plans were transmitted to creditors because, among
other things, the disclosure statements accompanying the plans
were seriously deficient.  After the expiration of the Debtor's
exclusivity period, Mrs. Chandler filed her own plan on May 6,
2011.  According to Judge Coleman, immediate approval of the
wife's Plan will be in the best interests of the Debtor's estate
and that further delay will cause prejudice to the creditors.  A
copy of Judge Coleman's Aug. 24, 2011 Memorandum is available at
http://is.gd/ULeuZxfrom Leagle.com.

Michael Scott Chandler Sr. commenced a Chapter 7 bankruptcy case
(Bankr. E.D. Pa. Case No. 10-16089) on July 23, 2010.  Michael H.
Kaliner was appointed Chapter 7 trustee.  On August 23, 2010, the
Debtor converted his bankruptcy case to Chapter 11.


N.A. PETROLEUM: Plan Confirmation Hearing to Start Sept. 14
-----------------------------------------------------------
On July 29, 2011, the U.S. Bankruptcy Court for the District of
Delaware approved the adequacy of the disclosure statement
describing the first amended joint Chapter 11 plan of
reorganization of North American Petroleum Corporation USA, et
al., dated July 29, 2011.

Holders of secured claims and priority claims are not impaired
under the Plan.  Holders of Petroflow and NAPCUS general unsecured
claims are entitled to vote to accept or reject the Plan.  Holders
of equity interests won't receive anything and are deemed to
reject the Plan.

Pursuant to the Plan, the Debtors' corporate structure will be
consolidated such that Reorganized NAPCUS will be the surviving
post-emergence entity through which the Debtors will conduct their
operations after the Effective Date.  Petroflow and Prize will
cease to exist and will be dissolved.  The Existing equity in
Petroflow will be canceled and Reorganized NAPCUS will issue the
Reorganized NAPCUS Common Stock to former Petroflow Interest
Holders.

The Debtors have obtained commitments from certain investors to
provide $3 million in new money to Reorganized NAPCUS in exchange
for shares of Reorganized NAPCUS Series A Convertible Preferred
Stock.

Further, the Debtors intend to issue two additional series of
preferred stock, the Reorganized NAPCUS Series B Convertible
Preferred Stock and the Reorganized NAPCUS Series C Convertible
Preferred Stock, to, respectively, Holders of Allowed General
Unsecured Claims against NAPCUS and Holders of Allowed General
Unsecured Claims against Petroflow.

NAPCUS general unsecured creditors who do not elect a stock
recovery on their Ballots will be paid in full in cash on account
of their allowed claims (up to an aggregate limit of $500,000 (or
such higher amount as may later be agreed by the Debtors and the
Creditors' Committee).

To be counted, ballots must be actually received by the Claims and
Solicitation Agent no later than Sept. 2, 2011, at 5:00 p.m.,
prevailing Eastern Time.

The Confirmation hearing will commence at 1:00 p.m., prevailing
Eastern Time, on Sept. 14, 2011.

Responses or objections to confirmation of the Plan, if any, must
be filed and served no later than 5:00 p.m., prevailing Eastern
Time on Sept. 2, 2011.

A copy of the disclosure statement for the First Amended Plan is
available at:

  http://bankrupt.com/misc/n.a.petroleum.DSfor1stamendedplan.pdf

                   About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On Sept. 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., and Margaret
M. Manning, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Wilmington, Delaware; and Morton R. Branzburg, Esq., at Klehr
Harrison Harvey Branzburg LLP, in Philadephia, Pa., serve as the
Debtors' co-counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtors' notice, claims and balloting agent.

The Unsecured Creditors Committee retained Martin & Drought, P.C.,
as counsel and Bifferato Gentilotti LLC as Delaware counsel.


NEBRASKA BOOK: Can Solicit Votes for Chapter 11 Plan
----------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved the adequacy of the disclosure statement
explaining a Chapter 11 plan of reorganization filed by Nebraska
Book Co. and its debtor-affiliates.

Creditors can vote to approve or reject the Debtors' plan until
Sept. 22, 2011.

Judge Walsh set Oct. 4, 2011, as hearing to consider confirmation
of the Debtors' plan.  Objections, if any, are due Sept. 22, 2011.


Prepetition, Nebraska Book reached an agreement on a restructuring
plan with holders of more than 95% of its 8.625% senior
subordinated notes and more than 75% of its 11% discount notes.

Nebraska Book's bankruptcy plan will give control of the 96-year-
old company to bondholders, according to Reuters.  Nebraska Book's
prepackaged" plan calls for holders of its 8.625% subordinated
notes to get a 78 percent equity stake, $110 million of new
unsecured notes and $30.6 million in cash.  They would recover
about 87 cents on the dollar.

Holders of Nebraska Book's 11% senior discount notes would get the
remaining equity, and recover about 7 cents on the dollar, Reuters
relates.

Secured lenders, owed about $26.3 million, and secured
noteholders, owed about $200 million, would be paid in full with
cash.

If the owners of the holding company's equity interests don't
oppose the plan, they would get warrants to purchase some of the
reorganized company's equity, according to Bloomberg News.

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

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/NEBRASKA_PLAN.pdf

                      Plan Support Agreement

BankruptcyData.com reports that Nebraska Book Company filed with
the U.S. Bankruptcy Court a motion for approval of a Plan Support
Agreement between the Debtors, the 8.625% Noteholders, the AcqCo
Noteholders, and Weston Presidio.

Under the agreement, in exchange for Weston Presidio's support of
the Plan, the Debtors have agreed to provide an enhanced package
of New Warrants.

The Court scheduled a Sept. 7, 2011 hearing to consider the
motion.

                   About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NEWPAGE CORP: Talking With JPMorgan, Wells Fargo for DIP Loan
-------------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said NewPage Corp. is in discussions for
financing that would keep the company afloat during bankruptcy
proceedings.  The sources said NewPage is in talks with JP Morgan
Chase & Co. and Wells Fargo & Co. to obtain roughly $600 million
in debtor-in-possession financing.

Mr. Spector noted that those talks don't necessarily mean NewPage
will file for bankruptcy.  Struggling companies often negotiate
bankruptcy loans as a precaution and then reach deals with
creditors to restructure debts outside of court.

The Journal says NewPage didn't respond to a request for comment.
The company's owner, Cerberus Capital Management LP, declined to
comment.

Earlier this week, The Cape Breton Post reported that Mayor Billy
Joe MacLean of Port Hawkesbury in Nova Scotia, Canada, said
NewPage filed for Chapter 11 bankruptcy protection Tuesday
afternoon.  According to the Post, the mayor held an emergency
council meeting Tuesday to discuss a NewPage mill's impending
shutdown.  The mayor requested the session be held in-camera.

However, no such bankruptcy petition has been filed in court
dockets yet.

                        Bankruptcy Warning

As reported by the Troubled Company Reporter on Aug. 22, NewPage
said in regulatory filings it has retained advisors to assist it
in exploring various restructuring alternatives and is engaged in
discussions with various stakeholders to address its ongoing
capital needs.  The Company said it cannot assure that it will be
able to refinance any of its indebtedness, or that it will be able
to do so on commercially reasonable terms.  If the Company is
unable to refinance its debt or generate sufficient cash flow to
service its obligations, the Company will be required to seek to
restructure its existing debt or to voluntarily seek, or be forced
to seek, protection under the Chapter 11 of the U.S. Bankruptcy
Code and applicable Canadian laws.

Earlier this year, NewPage hired investment bank Lazard Ltd. and
law firm Dewey & LeBoeuf to negotiate with creditors.

NewPage has filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $132
million on $888 million of net sales for the second quarter ended
June 30, 2011, compared with a net loss of $174 million on $890
million of net sales for the same period a year ago.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended Dec. 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $4.24 billion in total liabilities and a $879
million total deficit.

                           *     *     *

NewPage has 'Caa1' long term corporate family and probability of
default ratings from Moody's.

As reported by the TCR on Aug. 17, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Miamisburg, Ohio-
based NewPage Corp. to 'CCC' from 'CCC+'.

"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."


NEWPAGE CORP: Said to Be Working on Pre-arranged Bankruptcy
-----------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said NewPage Corp. and some creditors
have discussed broad outlines of a restructuring plan.  People
familiar with the matter told the Journal that under an initial
plan being discussed, NewPage would file a prepackaged bankruptcy
that had enough support from creditors in advance to get a
reorganization plan approved quickly and limit the company's trip
through Chapter 11 court protection.  The sources said it remained
possible that the bankruptcy filing would be a "prearranged" deal
instead, which would need to garner more creditor support after
NewPage filed for bankruptcy protection in order for a
reorganization plan to be approved.

According to the Journal's sources, other aspects of the plan
remain fluid, including how certain creditors might be treated.
NewPage's value remains in flux given recent market turmoil, said
one person familiar with the matter, and how it is valued will
determine the resources the company has to repay creditors. That,
in turn, affects which creditors could be poised to win control of
the company.

The sources also noted that Apollo Global Management and Avenue
Capital Group -- which hold big chunks of NewPage's $806 million
in second-lien debt, putting them second in line to be repaid in a
bankruptcy -- could be poised to own NewPage when it restructures.

The sources told the Journal that under one scenario, Apollo,
Avenue and other investors holding those bonds would forgive their
debt in exchange for large ownership stakes in a restructured
NewPage.

One source said NewPage's current owner, Cerberus Capital
Management LP, would likely be wiped out in this scenario.  The
source also said NewPage would need to obtain additional financing
to repay, for the most part, senior bondholders owed more than
$1.6 billion, this person said.

Another source told the Journal that those senior bondholders
could be in line to exchange their debt for equity instead of the
other creditors, depending on how NewPage is valued.

                         End of This Year

Yona Gavino at Upper Michigans reports that NewPage is currently
working to restructure its debt load by the end of this year.

According to the report, the Company has engaged advisors to
review alternatives.  They stated in a regulatory filing that if
they're unable to refinance or generate sufficient cash flow, they
may have to file for bankruptcy protection under the Chapter 11 of
the U.S. Bankruptcy Code.

"This is a good, strong company with good, strong people," the
report quotes Community Affairs Manager Kel Smyth as saying.  "And
I expect you'll see us making paper for a long time.  I can't
speculate on what the ultimate restructuring will be with the
company."

Local officials in Escanaba say they're currently in the process
of hiring hourly employees.

                        Bankruptcy Warning

As reported by the Troubled Company Reporter on Aug. 22, NewPage
said in regulatory filings it has retained advisors to assist it
in exploring various restructuring alternatives and is engaged in
discussions with various stakeholders to address its ongoing
capital needs.  The Company said it cannot assure that it will be
able to refinance any of its indebtedness, or that it will be able
to do so on commercially reasonable terms.  If the Company is
unable to refinance its debt or generate sufficient cash flow to
service its obligations, the Company will be required to seek to
restructure its existing debt or to voluntarily seek, or be forced
to seek, protection under the Chapter 11 of the U.S. Bankruptcy
Code and applicable Canadian laws.

Earlier this year, NewPage hired investment bank Lazard Ltd. and
law firm Dewey & LeBoeuf to negotiate with creditors.

NewPage has filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $132
million on $888 million of net sales for the second quarter ended
June 30, 2011, compared with a net loss of $174 million on $890
million of net sales for the same period a year ago.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended Dec. 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $4.24 billion in total liabilities and a $879
million total deficit.

                           *     *     *

NewPage has 'Caa1' long term corporate family and probability of
default ratings from Moody's.

As reported by the TCR on Aug. 17, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Miamisburg, Ohio-
based NewPage Corp. to 'CCC' from 'CCC+'.

"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."


NICHOLSON FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Nicholson Farms, LP
        337 Freemont Street
        Dyer, TN 38330

Bankruptcy Case No.: 11-12548

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Bill R. Barron, Esq.
                  BARRON, JOHNSON & PARHAM
                  124 East Court Square
                  Trenton, TN 38382
                  Tel: (731) 855-9584
                  Fax: (731) 855-0403
                  E-mail: jlhp@bellsouth.net

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Mary Nelle Nicholson, managing general
partner.


NORTHPORT NETWORK: Reports $268,000 Second Quarter Net Income
-------------------------------------------------------------
Northport Network Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of US$268,294 on US$1.05 million of revenue
for the three months ended June 30, 2011, compared with net income
of US$264,601 on US$26,924 of revenue for the same period during
the prior year.

The Company also reported net income of US$49,046 on US$1.05
million of revenue for the six months ended June 30, 2011,
compared with net income of US$178,646 on US$26,925 of revenue for
the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed US$837,397 in
total assets, US$817,525 in total liabilities, and US$19,872 in
total stockholders' equity.

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about Northport Network Systems' ability to
continue as a gong concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
substantive losses and has difficulty to maintain sufficient
working capital activities.

Due to events unforeseen by the Company, it was unable to complete
its Quarterly Report on Form 10-Q for the period ended June 30,
2011, without an unreasonable effort and expense.

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

                       http://is.gd/4MqrEm

                     About Northport Network

Seattle, Wash.-based Northport Network Systems, Inc., conducts
business in China through a Wholly Owned Foreign Enterprise
("WOFE") subsidiary, Dalian Beigang Information Industry
Development Company Limited, which developed a digital photo
processing kiosk technology, which operates under the trade name
"Colorstar".

During 2010 the Company commenced development of an e-commerce
Web site known as UrMart.net which the Company intends to test
launch as early as in the summer of 2012 and generate revenues
from sales made through the site.  The Web site UrMart.net was at
its trial stage at the end of 2010.  UrMart is an online trading
platform designed for registered shopping guide members and is
also an online shopping platform for the general buying public.

Currently, all operations of Colorstar are suspended.  The Company
is re-evaluating its digital photo processing technology business
and considering ways to re-shape its technology and business model
with view towards long term commercial success.


NOVEMBER 2005: Files Schedules of Assets and Liabilities
--------------------------------------------------------
November 2005 Land Partnership LLC filed with the Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule                     Assets    Liabilities
     ----------------                     ------    -----------
     A - Real Property               $19,000,000
     B - Personal Property               $17,150
     C - Property Claimed
         as Exempt
     D - Creditors Holding
         Secured Claims                            $242,116,891
     E - Creditors Holding
         Unsecured Priority Claims                   $1,097,845
     F - Creditors Holding
         Unsecured Non-priority Claims                 $610,000

In its schedules, BOPH Inc. disclosed assets of $6,742 in an
account at Bank of America.  BOPH has no debt.

NLV Holdings L.L.C. said it has no assets but has $238,886,627 in
First Lien debt.

                About November 2005 Land Investors

November 2005 Land Investors LLC was formed on Oct. 11, 2005, for
the purpose of acquiring -- together with a third party entity --
roughly 2,675 gross acres (1,947 net acres) located in North Las
Vegas, Nevada, which is part of the Park Highlands Project.  NLV
Holding LLC is the 100% owner of November 2005.  BOPH Inc. is the
100% owner of NLV Holding.

November 2005 Land Investors LLC and affiliates, NLV Holding LLC
and BOPH Inc. filed separate Chapter 11 petitions (Bankr. D. Nev.
Case Nos. 11-20704, 11-20707 and 11-20709) on July 6, 2011.  Judge
Mike K. Nakagawa presides over the 2011 cases.  James D. Greene,
Esq., at Greene Infuso, LLP, serves as the Debtors' bankruptcy
counsel.

November 2005 Land first filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 09-17474) on May 8, 2009.  Judge Nakagawa also
handled that case.  Richard F. Holley, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson as general bankruptcy counsel.
In the 2009 petition, the Debtor disclosed estimated assets and
debts of $100 million to $500 million.

Still laden with a significant debt load and under continued
housing market stress, the reorganized November 2005 defaulted on
interest payments within four months of emergence from chapter 11.
The owners of November 2005 stopped funding infrastructure
improvements and service obligations in 2010.

Wilmington Trust, National Association, succeeded Credit Suisse
AG, Cayman Islands Branch, as administrative agent and collateral
agent to the Debtors' First Lien Lenders.  Credit Suisse
Securities (USA) LLC serves as syndication agent.  The First Lien
Agent is represented by lawyers at Orrick, Herrington & Sutcliffe
LLP and Shea & Carlyon, Ltd.


PETTERS COMPANY: Trustee Taps Cooperstein, Haynes as Attorneys
--------------------------------------------------------------
The U.S. bankruptcy Court for the District of Minnesota has
approved the application of Douglas A. Kelley, Chapter 11 Trustee
Petters Company, Inc., et al., to employ (i) the Law Office of
Eric T. Cooperstein, PLLC, as his counsel, effective March 18,
2011, and (ii) Haynes and Boone, LLP, as his special counsel,
effective October 1, 2010.

Mr. Kelley wishes to retain Cooperstein to provide an ethics
opinion and possible expert testimony regarding the Bankruptcy
Estates' potential claims against professional service firms and,
potentially, certain of the firms' partners or shareholders.

Cooperstein will be paid an hourly rate of $300 and will be
reimbursed of actual, necessary expenses.

As special counsel, Haynes and Boone will advise and represent the
Chapter 11 Trustee with respect to the maintenance of intellectual
property assets of Springworks, LLC, a wholly owned subsidiary of
Debtor Petters Group Worldwide, LLC.

The current hourly rate of Gary Edwards, the Haynes and Boone
attorney who will be representing the Debtors, is discounted from
$560 to $500.  Haynes and Boone will also be reimbursed of actual,
necessary expenses.

Haynes and Boones has disclosed certain past and future
relationships that do not constitute conflicts.  The Firm agrees
not to represent any other entity in connection with these Chapter
11 cases while employed by the Chapter 11 Trustee.

The Chapter 11 Trustee believes that Cooperstein and Haynes and
Boone do not hold or represent any material interest adverse to
the Debtors or their estates.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS GROUP: Kelly Hannaford to Advise on 401(k) Plan
-------------------------------------------------------
The U.S. bankruptcy Court for the District of Minnesota has
approved Petters Group Worldwide LLC's application to employ
Kelly, Hannaford & Battles, P.A, pursuant to 11 U.S.C. Sec. 327(e)
as special counsel for the trustee came before the court.

The applicant is authorized to advise, represent and assist the
trustee in carrying out the trustee's duties, including but not
limited to the following: assist Trustee in the review and
analysis of the Petters Group Worldwide/Polaroid 401(k) plan
(which includes numerous former employees of Petters Group
Worldwide and Polaroid Corporation and Polaroid Consumer
Electronics), review and analysis of all other plans, retirement
accounts, or medical benefit plans (including any joint plans with
Polaroid Corporation), review of information, data and financial
records maintained by Fidelity Investments, the third party plan
administrator and any other plan administrator, true-ups as
necessary, coordination of any required audits, distribution to
participants, termination of all plans, filing of all necessary
Form 5500s, coordination with the Department of Labor, and such
other related matters as may be necessary for the administration
of the estate.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PLATINUM PROPERTIES: Has Plan Filing Exclusivity Until Dec. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended the exclusive periods of Platinum Properties, LLC, and
PPV, LLC, to file and solicit acceptances for the proposed plan of
reorganization until Dec. 21, 2011, and Feb. 21, 2012,
respectively.

The Debtors said they require more time to formulate a viable
reorganization plan.  The Debtors are working to arrive at a
consensual plan or, barring that, a plan that satisfies all
confirmation requirements of Section 1129 of the Bankruptcy Code.

               About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 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.


PMI GROUP: Moody's Junks Insurance Financial Strength Rating
------------------------------------------------------------
Moody's Investors Service has lowered the insurance financial
strength rating of PMI Mortgage Insurance Co. (PMI) to Caa1, from
B3 following Arizona State Insurance Department's order placing
the company under regulatory supervision. In the same rating
action, Moody's lowered the senior debt rating of The PMI Group
(TPG), the holding company, to C, from Caa3. PMI's rating is under
review for possible downgrade.

RATINGS RATIONALE

Moody's noted that the Arizona Department of Insurance's order
placed PMI and PMI Insurance Co. (unrated) under regulatory
supervision and required that they stop writing new commitments
immediately. The other Arizona domiciled mortgage insurers in the
PMI group, most significantly, PMI Mortgage Assurance Company
(PMAC), a subsidiary of PMI that was approved by the GSEs to write
direct business in certain states, are not covered in this order.
PMAC's ability to write new business is however constrained by
Fannie Mae 's eligibility standard for PMAC which refers to PMI's
regulatory status. The order further stipulates that PMI must
provide its regulator with a plan to cure the deficiencies in its
financial position within a 60 day period. If the plan is not
deemed to be feasible and adequate, the regulator could place PMI
in conservatorship or receivership. The rating agency added that a
conservatorship or receivership could be an event of default for
TPG's debt obligations and make them immediately due and payable.

Moody's commented that PMI's statutory capital position has
deteriorated significantly in the last few quarters as a result of
high loss reserve charges. At the end of the second quarter of
2011, PMI's surplus was down to $258 million $320 million below
the required Minimum Policyholders' position . The risk to capital
metric for PMI on a standalone basis reached 58:1, significantly
in excess of the 25:1 regulatory requirement to write new business
in some states.

According to Moody's current base case estimate, PMI's capital
resources, including future premium revenues, are marginally lower
than estimated portfolio losses. Moody's also noted that liquidity
at the operating company has become an increasingly negative
credit factor as delinquent loans move to claims. The firm's new
effective runoff status is also cutting the flow of high quality
and profitable new business, added the rating agency.

TPG's near term scheduled debt service and repayments, including
the approximately $50 million outstanding under its bank line due
in October, appears manageable through 2015, said Moody's.
However, TPG's ability to honor its debt obligations beyond 2015
will likely be severely constrained given limited remaining
resources at TPG and the lack of dividend flows and surplus notes
interest from the operating companies. Also, as noted above,
problems at PMI could trigger a default of TPG.

The insurance financial strength rating for PMI is on review for
further possible downgrade, reflecting the tentative financial
conditions of the group and the uncertainty about PMI's ability to
implement a plan that will cure the deficiencies highlighted by
the Arizona Department of Insurance.

This rating has been downgraded and placed on review for further
downgrade:

PMI Mortgage Insurance Co. -- insurance financial strength rating
to Caa1 from B3;

These ratings have been downgraded:

The PMI Group, Inc -- senior unsecured debt to C, from Caa3;
junior subordinated debt to C, from Ca; provisional rating on
senior unsecured debt to (P) C, from (P)Caa3; and provisional
rating on subordinated debt to (P) C, from (P)Ca.

The last rating action on PMI occurred on July 29, 2011 when
Moody's downgraded the Insurance Financial strength rating of PMI
from B2 to B3.

The PMI Group, Inc. (NYSE: PMI), headquartered in Walnut Creek,
CA, is the holding company for PMI Mortgage Insurance Co.,
including its wholly owned subsidiaries and affiliated companies
in Europe. The PMI Group, Inc. also owns a 50% interest in CMG
Mortgage Insurance Co.

The principal methodology used in this rating was Global Mortgage
published in February 2007.


PREMIER TRAILER LEASING: Files for Bankruptcy With Recovery Plan
----------------------------------------------------------------
PTL Holdings LLC and affiliate Premier Trailer Leasing Inc.,
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
11-12676) with a restructuring plan that would give lenders
control of PTL in a debt-for-equity swap.

Premier is an operating company in the semi-truck trailer rental
and leasing business, headquartered in Grapevine, Texas.  Premier
has a fleet of approximately 11,170 trailers, comprised
predominantly of flatbeds and dry vans, 2,061 of which are leased
or rented from Stoughton Trailers Acceptance Company LLC.  Premier
hoperates out of nineteen offices in fifteen different states in
the United States and has 65 employees.

Premier's competitors include Aurora, GE Capital Trailer Fleet
Services, Hale, McKinney, National Semi-Trailer, Star, Ryder and
XTRA.

PTL was formed in 2005 by a joint venture of Angelo Gordon and
Coda Capital Inc., which in turn is 100% owned by Angelo Gordon
and its affiliates.

The Company posted a net loss of about $11.7 million in 2010 on
sales of about $35.4 million.  PTL generated $18.3 million in
revenue for the first 6 months of 2011, resulting in a loss $4.8
million.

PTL said its woes started when the economy fell into recession in
late 2008, which caused a decrease in demand.  More than 2,000
trucking-related bankruptcies were filed from 2008 to 2009.

Last year the Debtors tapped Lazard Middle Market LLC to assist in
evaluating and marketing the Debtors' business and assets for a
potential sale to a third party.  But the Debtors terminated the
sale process after the price was unacceptable to the lenders.

"The primary purpose of the Plan is to effectuate the
restructuring and substantial de-leveraging" of its capital
structure, PTL's Chief Executive Officer Scott J. Nelson said in
court papers.

Lenders with a first lien on the Debtors' assets, led by Garrison
Loan Agency Services LLC, as agent, and owed $84 million, would
get all of the reorganized company's equity and a cash payment or
a note of equal value.  Fifth Street Mezzanine Partners III, L.P.,
which has a secondary priority of repayment and owed about $27.1
million, and general unsecured creditors won't get anything under
the Plan.  Existing equity holders also won't get anything.

The Plan will allow the Debtors to continue their businesses in
the ordinary course and gives holders of debt under the first lien
credit agreement, at the election of such holders, either (a) a
payment from the reorganized Premier's exit financing facility in
an amount to be determined such that reorganized Premier, after
the payment is made, will have availability of $20 million under
such exit facility, or, alternatively, (b) issuance by reorganized
Premier of a note in the amount equal to the first lien lenders'
Cash Payment, or such lesser amount as may be agreed to by the
First Lien Lenders, secured by liens on all the assets of the
reorganized Premier, junior only to the liens under exit financing
facility.  The first lien lenders' cash payment is in exchange for
the cancellation of the first lien debt.

To fund the Chapter 11 case, the Debtors have obtained $1,500,000
in financing without any roll-up of prepetition debt from the
first lien lenders.  The DIP financing will mature Oct. 7, 2011.


PROPER POWER: Incurs $100,000 Second Quarter Net Loss
-----------------------------------------------------
Proper Power and Energy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $100,607 on $5,447 of revenues from oil lease for the
three months ended June 30, 2011, compared with a net loss of
$18,139 on $0 of revenues from oil lease for the same period a
year ago.

The Company also reported a net loss of $124,983 on $3,675 of
revenues from oil lease for the six months ended June 30, 2011,
compared with a net loss of $76,416 on $0 of revenues from oil
lease for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.07 million
in total assets, $1.22 million in total liabilities, and a
$143,371 total stockholders' deficit.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt Proper Power and Energy,'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company is without significant
operating revenues and has losses from operations and has an
accumulated deficit.

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

                        http://is.gd/e2nglL

                         About Proper Power

Tampa, Florida-based Proper Power and Energy, Inc. is an oil and
natural gas exploration company, whose growth strategy is to
acquire mineral rights and search for and develop known reserves
for further production, through an efficient scientific approach
toward exploration.


PULTEGROUP INC: Fitch Downgrades Issuer Default Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded PulteGroup, Inc.'s Issuer Default
(IDR) and senior unsecured ratings from 'BB+' to 'BB'.  The
Outlook has been revised to Negative from Stable.

The downgrade in the PHM ratings and change in Outlook reflect
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, PHM's underperformance
relative to its peers in certain operational and financial
categories penalizes the ratings and influences the Outlook.

Macroeconomic housing statistics (new and existing home sales,
single-family housing starts) generally remained weak and
disappointing through June/July. H owever, there was a seasonal
pick-up in the spring orders compared to the winter.  The public
builders reported clear improvement in traffic during the spring
selling season.  New home prices so far this year are relatively
stable.

Housing affordability remains high and apartment rents continue to
rise; however, credit qualification standards, already snug, have
tightened further since the beginning of 2011.  Builder
comparisons were challenging during the first half of 2011; they
will ease in the third and fourth quarters.  If the economy
continues its currently lackluster advance and a relatively modest
number of jobs are added, housing metrics should moderately
decline this year, a more bearish forecast than earlier in the
year.  Fitch is projecting a modest improvement for housing off a
very low bottom in 2012.  If the economy proves to be even weaker
than current expectations over the next 18 months, the housing
sector could ratchet lower with negative repercussions for
homebuilders' operations and financial results.

PHM's revised ratings reflect the company's broad geographic and
product diversity, a long track record of adhering to a
disciplined financial strategy, but a somewhat more aggressive
growth strategy in recent years.  Fitch notes PHM was effective in
reducing its inventory and generating positive operating cash flow
during the first four years of the severe housing downturn.

The merger with Centex in August 2009 enhanced PHM's broad
geographic and product line diversity.  Centex's significant
presence in the entry level and first move-up categories
complements the company's strength in both the move-up and active
adult segment.  PHM's Del Webb (active adult) segment is perhaps
the best recognized brand name in the homebuilding business.

The rating also takes into account the company's liquidity
position as well as the execution of its debt repayment strategy
following the merger with Centex in August 2009.  Subsequent to
the merger PHM repurchased $1.5 billion of senior notes through a
tender offer.  The company's debt maturities are relatively modest
in 2012 and 2013 ($97.1 million and $179.2 million, respectively),
but then ramp up to $646.3 million due in 2014 and $645.6 million
due in 2015.  PHM ended the June 2011 quarter with $1.075 billion
of unrestricted cash and equivalents and $3.332 billion of senior
notes.

In addition, Fitch acknowledges PHM's ramp up in adjusted gross
margins since the first quarter of 2009 (830 bp) and ongoing
operational initiatives targeted to generate further margin
expansion.  Those initiatives include a rising share of closings
from recently acquired, typically lower cost land, favorable
product mix benefiting from move-up and active adult closings,
pushing design, engineering and purchasing activities out to field
operations to drive local costs lower, and working to ensure
proper balance of dirt vs. lower margin spec sales.

Actions taken in 2010 to consolidate PHM's organizational
structure are on pace to reduce SG&A in 2011 by $100 million.
Reorganization (primarily overhead) actions initiated in the
second quarter of 2011 should save a further $50 million on an
annualized basis.

As of June 30, 2011, PHM controlled 142,378 lots, of which 90.1%
are owned and the remaining 9.9% are controlled through options.
Total lots controlled represent an approximately 9.5-year supply
of total lots based on LTM closings and the company owns 8.5 years
of lots.  The company's land position has historically been longer
compared to other public homebuilders due to its Del Webb
operations.  PHM's active adult and certain master-planned
communities can extend from 5 to 7 years or longer during their
build-out.

For the past few years, the company has been relatively subdued in
committing to incremental land purchases due to its sizeable land
position.  However, the acquisition of Centex in 2009 allowed PHM
to sharply increase its land position. Management estimates that
30% of its total lots controlled are currently fully developed.

During the first half of 2011, PHM spent about $640 million on
land and development activities.  The company expects to spend
about $1.08 billion on land and development this year.  By
comparison, PHM spent $750 million on land and development in
2009, while Centex spent roughly $200 million.  PHM expended $980
million on land and development in 2010.

The company continues to have meaningful development expenditures,
largely due to its Del Webb active adult (retiree) operations.

Fitch is comfortable with the company's land strategy given PHM's
cash position, debt maturity schedule, proven access to the
capital markets, and management's demonstrated discipline in
pulling back on its land and development activities during periods
of distress.  Additionally, Fitch expects management to be
disciplined with the uses of its cash, refraining from significant
share repurchases or one-time dividends to its stockholders that
would meaningfully deplete its liquidity position.

PHM's future ratings and Outlook will be influenced by broad
housing market trends as well as company specific activity, such
as land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and free cash flow trends and uses.

PulteGroup, Inc.:

  -- Issuer Default Rating (IDR) to 'BB' from 'BB+';
  -- Senior unsecured debt to 'BB' from 'BB+'.

Centex Corp.:

  -- IDR to 'BB' from 'BB+';
  -- Senior unsecured debt to 'BB' from 'BB+'.

The Rating Outlook has been revised to Negative from Stable.


RCP INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RCP Investments VI, LLC
        2710 Surrey Green Lane
        P.O. Box 51507
        Durham, NC 27707

Bankruptcy Case No.: 11-81357

Chapter 11 Petition Date: August 21, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtor's Counsel: Joseph E. Propst, Esq.
                  JORDAN, PRICE, ET. AL., PLLC
                  P.O. Box 10669
                  Raleigh, NC 27605
                  Tel: (919) 828-2501
                  Fax: (919) 834-8447
                  E-mail: jpropst@jordanprice.com

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

Estimated Debts: $500,001 to $1,000,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncmb11-81357.pdf

The petition was signed by Theodore S. Royall, Jr., manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
RCP Investments VII, LLC                          08/21/11


RESERVE DEVELOPMENT: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada dismissed the Chapter 11 case of The Reserve
Development, LLC.

The Court made no ruling on to the state law questions raised by
Corus Construction Venture, LLC, with respect to its entitlement
to a deficiency after its foreclosure or its entitlement to
prepetition rents collected by the Debtor and on deposit in
Debtor's DIP account.

As reported in the Troubled Company Reporter on July 6, 2011, the
Debtor asserted that dismissal of the case is warranted because
its primary asset, the Spanish Palms Condominium Project, has been
foreclosed upon by Corus Construction.  The property is a 372-unit
condominium project located at 5250 South Rainbow, in Las Vegas,
Nevada.  The Debtor related that its remaining assets are two bank
accounts: (i) a bank account in Idaho with a balance of just under
$341,000; and (ii) a bank account in Nevada with a balance of
approximately $72,000.

                 About The Reserve Development LLC

The Reserve Development LLC, based in Las Vegas, Nevada, owns and
operates the remaining unsold units of the Spanish Palms
Condominium Project, a fractured 372 unit condominium project
located at 5250 South Rainbow, in Las Vegas, Nevada.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 10-26715) on Sept. 1, 2010.  Laurel E. Davis, Esq., at
Fennemore Craig, P.C., represented the Debtor.  In its schedules,
the Company disclosed $13,274,818 in assets and $25,842,878 in
liabilities as of the Petition Date.


RIVERFRONT LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Riverfront, LLC
        P.O. Box 2077
        Gulf Shores, AL 36542

Bankruptcy Case No.: 11-03404

Chapter 11 Petition Date: August 22, 2011

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Marion E. Wynne, Jr., Esq.
                  WILKINS, BANKESTER, BILES & WYNNE, PA
                  P.O. Box 1367
                  Fairhope, AL 36532-1367
                  Tel: (251) 928-1915
                  Fax: (251) 928-1967
                  E-mail: twynne@wbbwlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Michael D. Werneth For The Galley,
authorized signatory.


ROUND TABLE: ESOP Trustee Can Hire Wendel Rosen as Co-Counsel
-------------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized First Bankers Trust
Services, Inc., to employ Wendel, Rosen, Black & Dean LLP as co-
counsel.

Round Table Pizza Inc., et al., appointed First Bankers Trust
Services, Inc., as the sole discretionary, independent, and
institutional trustee of the Round Table Restated Employee Stock
Ownership Plan and Trust.

As reported in the Troubled Company Reporter on July 27, 2011, the
firm is expected to, among other things:

   a) advise the bank on all matters related to this bankruptcy
      case;

   b) assist the bank on filing its proof of claim; and

   c) perform all other legal services of the bank which may be
      necessary.

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

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.

First Bankers Trust Services, Inc., WAS appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as ESOP counsel.


ROUND TABLE: Court Gives "Short" Exclusivity Extension
------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California extended until Sept. 1, 2011,
Round Table Pizza Inc., et al's exclusive period to file a
proposed chapter 11 plan.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

As reported in the Troubled Company Reporter on July 27, 2011, the
Debtors requested for an exclusivity extension until Nov. 6.

On July 27, General Electric Capital Corporation, the agent for
the Debtors prepetition secured lenders, filed its objection to
the Debtors' request for exclusivity extension.  The agent intends
to present its own plan to move the cases toward an exit.  The
agent also asked that the Court take up its examiner motion only
if it decides to extend exclusivity.

                The Secured Lenders Proposed Plan

The secured lenders believe that a bankruptcy sale is a viable
exit in the cases and worth consideration and investigation.
Nonetheless, for the sake of reaching agreement with certain
constituencies, the secured lenders are willing to bear the risk
of extending the maturity date of their loans on reasonable terms
for a year after the effective date to give the Debtors a full
year of operating results reflecting their business reorganization
before the sale process occurs.

General Electric Capital is represented by:

         LATHAM & WATKINS LLP
         Gregory O. Lunt, Esq.
         355 South Grand Avenue
         Los Angeles, CA 90071-1560
         Tel: (213) 485-1234
         Fax: (213) 891-8763
         E-mail: gregory.lunt@lw.com

         BINGHAM McCUTCHEN LLP
         William Bates, Esq.
         1900 University Avenue
         East Palo Alto, CA 94303-2223
         Tel: (650) 849-4400
         Fax: (650) 849.4800
         E-mail: bill.bates@bingham.com

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.

First Bankers Trust Services, Inc., WAS appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as ESOP counsel.


ROUND TABLE: Wants Until March 17 to Decide on Headquarters' Lease
------------------------------------------------------------------
Round Table Pizza, Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California to extend their time to assume
or reject the real property lease for their corporate headquarters
until March 7, 2012, or (b) 30 days after the confirmation of a
Plan of Reorganization.

The Debtors' corporate headquarters is located in Concord,
California, on the sixth floor of 1320 Willow Pass Road, Concord,
California, and is subject to a lease with Transwestern Concord
Corporate Center, L.P. as landlord.

The term of the lease, as extended by the First Amendment, expires
on Sept. 30, 2017, subject to an option to further extend the
term.  Base rent under the lease increases periodically over the
term of the lease, from approximately $19,000 per month through
Oct. 31, 2011, to approximately $45,000 per month during the last
year of the term.  The First Amendment also provided for an
abatement of base rent for a period commencing on April 1, 2010,
and ending on Oct. 31, 2011.

The Court previously extended the deadline to assume non-
residential real property leases to Sept. 7, 2011, without the
written consent of the lessor.

The Debtor engaged in negotiations with Transwestern regarding a
potential modification of the terms of the lease.  In furtherance
of those negotiations, and in order to obtain more time to
evaluate the merits of assuming or rejecting the lease, the
Debtors requested that Transwestern consent to an extension of the
Sept. 7 deadline.  The Debtors and Transwestern have entered into
an agreement to extend deadline, dated Aug. 18, 2011.

By the agreement, Transwestern consents to an extension of the
deadline for the Debtors to assume or reject the lease to the
earlier of (i) March 7, 2012, or (ii) 30 days after the
confirmation of a Plan of Reorganization.  In exchange for the
extension, the agreement provides that the Rent Abatement will
terminate effective Aug. 31, 2011, and that the Debtors will pay
September and October rent as otherwise provided in the lease,
without giving effect to the Rent Abatement in the lease for those
two months.

The Debtors set a Sept. 1 hearing on the requested lease
extension.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


SALINAS INVESTMENTS: Files Full Payment, Installment-Based Plan
---------------------------------------------------------------
Salinas Investments, Ltd., has filed a proposed plan of
reorganization and explanatory disclosure statement with the U.S.
Bankruptcy Court for the Western District of Texas.

The Plan provides for the satisfaction of the allowed claims of
all creditors.  Under the Plan, only allowed claims will receive
the treatment and distributions specified in the Plan.  The
creditors will receive distributions in the form of cash on or
after the initial distribution date.

The plan classifies administrative expense claims and equity
interest holders as unimpaired.  The rest of the claims (Classes 1
to 4) are classified as impaired.

The Debtor's plan divides claims into five classes of claims:

     A. Allowed administrative claims - Will be in full in
        cash on the Distribution Date.

     B. Class 1 (Allowed property tax claims) - The Debtor will
        pay the Class 1 Creditor's Allowed Claim in 60 equal
        monthly installments with 12% interest per annum.

     C. Class 2 (Allowed priority claims) - The Debtor will pay
        the creditor a monthly payment determined by amortizing
        the allowed claim over a period of 72 months plus allowed
        interest.

     D. Class 3 (First National Bank claims) - First National Bank
        will receive quarterly payments of $46,500 over two years
        from March 15, 2012, to December 15, 2017.  In addition,
        Salinas Investments will secure First National's release
        of its lien on any acre of real property that is part of
        the collateral by paying to First National a release price
        of $7,200 per acre.

     E. Class 4 (Allowed unsecured claims) - Salinas will pay over
        a period of five years after the Effective Date and in 4
        equal installments each year, pay their respective Class 4
        Creditors their pro rata share of 50% of the difference
        of: (i) the partnership's net taxable income and (ii) the
        sum of all plan payments and debt service payments made by
        Salinas.  After all non-insider Class 4 Creditors are paid
        in full, Salinas will be authorized to satisfy the Allowed
        Claims of Class 4 Creditors who are insiders.

     F. Class 5 (Equity security or interest holders) - Will
        retain their interest in Salinas.

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

                      About Salinas Investments

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., who has an office
in San Antonio, Texas, assists the Debtor in its restructuring
effort.  The Company disclosed $17,561,043 in assets and
$4,269,961 in liabilities.


SAN MARCO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: San Marco at Venetian Bay LLC
        19806 Panama City Beach Pkwy
        Panama City, FL 32408

Bankruptcy Case No.: 11-12738

Chapter 11 Petition Date: August 22, 2011

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

Judge: Arthur B. Briskman

Debtor's Counsel: Frank M. Wolff, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: fwolff@whmh.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Robert E. Blackerby, managing member.


SEDONA DEVELOPMENT: Specialty Finance Files Competing Plan
----------------------------------------------------------
Creditors and parties-in-interest Specialty Trust, Inc., Specialty
Mortgage Corporation, and Specialty Financial, have filed a
competing plan of reorganization in the Chapter 11 case of Sedona
Development Partners with the U.S. Bankruptcy Court for the
District of Arizona.

According to the explanatory disclosure statement, the Competing
Plan provides that Specialty will continue to operate the golf
course and club.  The permanent Clubhouse will be completed and
the golf course will remain a private course.  The creditor plan
will propose the retention of strategic partners to operate the
golf course and Club to maximize its profitability and provide the
services to members.

Specialty believes that based on its business plan, it will meet
or exceed the Debtors' projections, and that with Specialty's
$70 million debt extinguished through the exchange of its debt for
equity, will more likely to be successfully consummated.

Under the Competing Plan, Specialty believes there may be
significant preferential, fraudulent, and other recoverable
transfers to Debtors' insiders and affiliates.  These claims will
be investigated and pursued under the Creditor Plan.

The Creditor Plan will initially be funded by a loan from an
entity created specifically to lend up to $14,500,000 to the
Reorganized Debtor for purposes of funding the Creditor Plan and
operating Seven Canyons.  The members of SPE Lender will be
Specialty and Northlight Financial LLC and other investors or
funding sources.

In addition to the SPE Financing, the Creditor Plan will be
financed from the sale of Villas and fractional interests on
Parcels A, B, and C.

Specialty is in discussions with New Enchantment LLC and other
entities regarding management of the Golf Course, Club, and the
Debtor.  Specialty anticipates that an arrangement will be
finalized and presented to the Court at the Confirmation Hearing.

The treatment of claims under the Plan are:

     A. Class 1 (Priority Claims) will be paid in full, in cash,
        on or before the Effective Date.

     B. Class 2A (Allowed Secured Claim of Seven Canyons Recap)
        will be paid in full, with interest at the Plan Rate, over
        a period of 8 years from the proceeds of the sale of Villa
        Fractional interests.

     C. Class 2B (Allowed Secured Claims of Developer Finance)
        will be paid in full, with interest at the Plan Rate, over
        seven years.  Developer Finance will receive quarterly
        interest only payments at the Plan Rate starting 90 days
        after the Effective Date.

     D. Class 2C (Allowed Secured Claims of 7C Clubhouse Lenders)
        will be voided, and its claim will be treated as a general
        unsecured claim in Class 4.  If, the Court determines that
        7CCL's liens are valid, 7CCL's Allowed Secured Claim will
        be paid in full, with interest at the Plan Rate, over
        eight years from the proceeds of the sale of the Villa
        Fractional interests.

     E. Class 2D (Allowed Secured Claims of Specialty Trust) will
        exchange its claim for an equity in Reorganized Debtor.
        As a result, Debtors' estates will be relieved of the
        obligation to pay over $66 Million.

     F. Class 2E (Allowed Secured Claim of Yavapai County) will be
        paid in full within 90 days after the Effective Date.

     G. Class 2F (Allowed Secured Claim of Villas Association)
        will be satisfied by a one-time payment of $100,000 on the
        Effective Date.  The Reorganized Debtor will pay to Villas
        Association $500 per month for each unsold developer unit.

     H. Class 3 (Allowed Unsecured Claims of Club Members) will be
        rejected pursuant to the Creditor Plan.

     I. Class 4 (Allowed General Unsecured Claims) will share
        pro-rata in a distribution of $200,000 plus 50% of the net
        litigation recoveries.

     J. Class 5 (Allowed Claims of Williams Scotsman) will be paid
        $66,000 plus applicable sales tax in exchange for full
        title to the Clubhouse Units.

     K. Class 6 (Allowed Claims of GECC Reorganized Debtor) post-
        petition liabilities with respect to the rejected leases
        will be allowed as a general administrative claim.

     L. Class 7 (Allowed Claims of Colonial Pacific) post-petition
        liabilities with respect to the rejected leases will be
        allowed as a general administrative claim.

     M. Class 8 (Allowed Unsecured Claims of the Villas
        Association) will reclassified as Class 2-F Allowed
        Secured Claims.

     N. Class 9 (Allowed Unsecured Claims of the Road Association)
        will not receive any distribution under the Creditor Plan.

     O. Class 10 (Allowed Unsecured Claims of Seven Canyons Lot
        Holdings) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     P. Class 11 (Allowed Unsecured Claims of Cavan Related
        Entities) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     Q. Class 12 (Intercompany Claims by SDP and the Club Against
        Each Other) will be deemed waived and released as against
        each other and neither Debtor will recover anything from
        the other on account of such Intercompany Claims.

     R. Class 13 (Allowed Interests of SDP's Interest Holders)
        will be extinguished on the Effective Date.

The hearing on the Disclosure Statement is scheduled on Sept. 14,
2011, at 10 a.m.

A copy of the disclosure statement explaining the Competing Plan
is available at
http://bankrupt.com/misc/SEDONA_disclosurestatement.pdf


                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.


SHASTA LAKE: Aims Bankruptcy Exit by Fourth Quarter
---------------------------------------------------
David Benda at redding.com reports that Shasta Lake Resorts LP
carried long-term debt of $4.5 million -- of which approximately
$4.1 million was owed to Bank of America -- when it submitted the
Chapter 11 bankruptcy petition in mid-July.

According to the report, Shasta Lake, the parent company of Jones
Valley Resort on Lake Shasta, has filed for bankruptcy in an
attempt to reorganize its debt.  Shasta Lake blamed the economy
and an unwillingness by its lender, Bank of America, to extend or
modify the terms of its loan, for the bankruptcy filing.

"Bank of America is our primary lender provider, and we have had
an amicable relationship with them for many years," the report
quotes Shasta Lake Resorts' Chief Operating Officer Michael Han as
saying.  "Regrettably, sound business practice dictated that we
could not agree to Bank of America's new demands and terms and
remain solvent.  And we couldn't be faced with the threat of an
asset seizure."

The Company's reorganization is not a strategy to get out of
paying its vendors or canceling customer reservations, Mr. Han
said.  Rather, the steps were taken so Shasta Lake Resorts can
remain solvent and protect its customer and vendor relationships,
according to Han's statement.

Mr. Han said Shasta Lake Resorts plans to come out of the
reorganization in the fourth quarter of this year.

The report says Bank of America debited the Company's bank account
$24,900 on July 1 to satisfy nearly half of the $50,000 penalty, a
transaction done without Shasta Lake Resorts permission, according
to court papers.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10,000,001 to $50,000,000, and debts
between $1,000,001 to $10,000,000.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.

The Company listed $11,711,440 in assets and $6,796,283 in debts.


SHENGDATECH INC: CEO Can't Interfere With Internal Fraud Probe
--------------------------------------------------------------
Michael Bathon at Bloomberg News reports that the chief executive
of ShengdaTech Inc., a Chinese chemical company that gained access
to U.S. investors through a reverse merger, was ordered by a judge
not to obstruct an internal probe.  U.S. Bankruptcy Judge Bruce T.
Beesley in Reno, Nevada, on Aug. 23 ordered the company's
management and directors not to interfere with a special
committee's probe of fraud claims, according to court papers.  The
panel, comprised of independent directors on the audit committee,
was formed in March after KPMG LLP reported "unexplained issues"
in ShengdaTech's books.

Bloomberg recounts that the audit committee sued Chief Executive
Officer Chen Xiangzhi, the owner of about 42.2% of the company's
shares, and some of the company's directors on Aug. 20. The
complaint seeks to prevent Chen from regaining control of the
company and quashing the investigation of its finances.

The ruling also bars the defendants from trying to change the
composition of the committee, ShengdaTech said in a statement
Aug. 24.  The judge's restraining order will stay in effect until
a Sept. 2 hearing.  The Company said in a statement that it's
cooperating with the U.S. Securities and Exchange Commission,
which requested documents on Aug. 22.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.  ShengdaTech
converts limestone into nano-precipitated calcium carbonate (NPCC)
using its proprietary and patent-protected technology.  NPCC
products are increasingly used in tires, paper, paints, building
materials, and other chemical products.  In addition to its broad
customer base in China, the Company currently exports to
Singapore, Thailand, South Korea, Malaysia, India, Latvia and
Italy.

ShengdaTech Inc. sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed $295.4 million in assets and $180.9 million
in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP. The Board of Directors Special Committee's
legal representative is Skadden, Arps, Slate, Meagher & Flom LLP.


SIGNATURE STYLES: Google Inc. Out of Creditors Committee
--------------------------------------------------------
Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), amended the list of members of the
Committee of Creditors Holding Unsecured Claims against Signature
Styles LLC.

Google, Inc., was in the previous list of members of the Creditors
Committee.  The new list has Dedicated Marketing Solutions, Inc.,
replacing Google.

The Creditors Committee now consists of:

      1. Gould Paper Corp.
         ATTN: Michael Ritter
         11 Madison Ave.,
         New York, NY 10010
         Tel: (212) 301-8682
         Fax: (212) 247-3409

      2. Dedicated Marketing Solutions, Inc.
         ATTN: Scott Yamano
         909 Sepulveda Blvd.
         Suite 320, El Segundo
         CA 9024
         Tel: (310) 524-9400 ext. 300
         Fax: (310) 388-5735

      3. Hearst Communications, Inc.
         ATTN: Allan Bittner
         214 North Tryson St.,
         Charlotte, NC 28202,
         Tel: (704) 348-8295
         Fax: (704) 376-2424

      4. Experian Marketing Solutions Inc.
         ATTN: Stephen Grant
         475 Anton Blvd., Costa Mesa
         CA 92807
         Tel: (714) 830-7710

      5. X+1
         ATTN: Nancy Lazarus
         470 Park Ave. South, #175
         New York, NY 10016,
         Tel: (203) 663-4321
         Fax: (203) 299-1820

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.

The Official Committee of Unsecured of Signature Styles LLC and
its debtor-affiliates has retained The Rosner Law Group LLC as
Delaware counsel, Cooley LLP as its lead counsel, and FTI
Consulting, Inc., as financial advisor.


SOUTH BAY: SANDAG Board Must Pool $344.5 Mil. to Buy Express Road
-----------------------------------------------------------------
Robert J. Hawkins at Signon San Diego reports that the San Diego
County Association of Governments has decided to purchase the 10.5
mile South Bay Expressway toll road, its board of directors must
decide how it is going to come up with the $344.5 million purchase
price.

According to the report, a public session on Friday at 9 a.m. will
review to two possible methods of financing the South County road.
The board meeting will be held in the SANDAG board room, 7th
floor, 410 B. Street in downtown San Diego.

The report says the expressway, also referred to as State Route
125, was built through a rare public-private partnership and
opened in November 2007.  Faced with growing litigation and
shrinking prospects for revenue, the company holding the Caltrans
lease to operate the road until 2042 filed for bankruptcy in March
2010.

Mr. Hawkins notes it cost $847.3 million to build with a
combination of private bank and federal Department of
Transportation loans.  On emerging from bankruptcy, the South Bay
Expressway was valued at $309 million although outside parties
have placed the figure as high as $896 million.

In negotiating a price, according to SANDAG staff, the agency came
up with a payment combination of cash ($247 million), continued
loan payments to the federal DOT ($92.6 million) from toll
revenues and a second lien to be held by the banks and federal
agency ($4.5 million), says Mr. Hawkins.

The report relates that, as for why the local agency would want to
own the road, SANDAG lists the ability to accelerate its mobility
plans for South County by 10 to 20 years, better control over how
the road functions within the transportation network and the
opportunity to actually lower the tolls.

The report says, by taking possession, SANDAG can also eliminate
an existing "non-compete clause" which could have stymied its own
plans for nearby Interstate 805 expansion.

SANDAG's financial consultant Barclays settled on two possible
ways of financing the purchase.

Under the first option, SANDAG would partner with the federal
DOT's Transportation Infrastructure Finance and Innovation Act
loan program whose $92.5 million note would be repaid from toll
revenues.  Notably this option "would preclude any meaningful
reduction in tolls on SR 125."

The report notes Barclays estimates that all debt on the road
would be eliminated in 2043, a year after the current operation
lease with Caltrans expires.

Under the second option, SANDAG would consider swapping its plans
for building high-occupancy vehicle lanes for I-805 into the
existing structure of SR 125, between SR 905 to the south and SR54
to the north.  With a value of $192 million, this would then leave
a considerably smaller loan amount of $55.5 million from the
TransNet fund, which would be paid back with toll revenues.

The report says SANDAG still needs to come up with $247.5 million
to pay off the banks and the staff analysis points out that there
is sufficient cash on hand to accomplish this, though it could
send SANDAG back to the bond market in 2012.

According to the report using the TransNet funds in the loan/swap
option, the analysis points out, the $247.5 million would be
treated as any other transportation project expenditure but it
could affect the region's ability to add additional debt for some
projects.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010.  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

On April 14, 2011, the Court confirmed the Debtor's Third Amended
Joint Plan of Reorganization, and approved a global settlement
with the support of all major creditor constituencies.


SOUTH EDGE: JPMorgan & Meritage Sue One Another
-----------------------------------------------
JP Morgan Chase & Co. filed a lawsuit against Meritage Homes Inc.
on Tuesday in a Nevada federal court, seeking more than $13
million as part of a repayment guarantee related to the Inspirada
project's financing.

According to Bloomberg News, JPMorgan and other lenders agreed in
2004 to advance as much as $535 million to a group of builders
including Meritage and Beazer Homes USA Inc., taking repayment
guarantees from each builder, according to an Aug. 23 court
filing. The share of Meritage for the loans advanced to date is
$13.3 million, JPMorgan said in the filing as it asked a judge to
compel payment.  South Edge LLC's bankruptcy triggered the
repayment guarantee, JPMorgan said.

The case is JPMorgan v. Meritage Homes, 11-cv-01364, U.S. District
Court, District of Nevada.

The Wall Street Journal's Robbie Whelan notes Meritage filed a
lawsuit last week against JP Morgan in an Ohio Court of Common
Pleas, alleging that the bank acted improperly in trying to
collect a debt from Meritage related to Inspirada.  That suit
seeks $8 million in damages and asks the court to release Meritage
from its liability to JPMorgan.

Meritage asked the Ohio court to rule the homebuilder doesn't have
any obligations to the lenders and seeks $8 million in damages.
Meritage claims that it tried to pay the lenders in April 2008 and
JPMorgan refused to accept the payment, according to Bloomberg
News.

                         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.


SUD PROPERTIES: Court Rejects "Dirt-for-Debt" Plan
--------------------------------------------------
Bankruptcy Judge Randy D. Doub denied confirmation of SUD
Properties, Inc.'s Plan of Reorganization, saying it fails to
provide a fair and equitable treatment of First Bank's secured
claim pursuant to 11 U.S.C. Sec. 1129(b)(2)(A)(iii).

First Bank, as successor to Cooperative Bank, holds two promissory
notes executed by the Debtor and secured by first and second deeds
of trust on 70 lots owned by the Debtor.  First Bank has filed a
proof of claim for $1,349,910.  The Property is also subject to a
third deed of trust in favor of Springstone Properties, LLC, an
entity owned by the principal of the Debtor.  As of the petition
date, the balance of this insider claim, including interest, was
$3,960,000.

The Plan provides that First Bank's claim is to be satisfied in
exchange for a portion of the Property or "dirt" in full
satisfaction of the debt owed to First Bank.  The Debtor proposes
to surrender to First Bank 32 of the lots in full.  In the
alternative, the Plan provides that if the Court determines that
the per lot value will include a discount for entrepreneurial
profit, the Debtor proposes to surrender 35 lots.

First Bank contends that (1) the Debtor does not provide
sufficient information about how it can implement the Plan and, in
fact, omits critical information; (2) the Plan represents an
impermissible attempt to modify the Debtor's previously confirmed
plan in the Debtor's previous bankruptcy case in violation of
Section 1127(b); (3) the Plan improperly prefers equity holders;
(4) the Plan is not feasible; (5) the Plan does not provide First
Bank with as much as it would receive in a liquidation; (6) the
Plan is not fair and equitable to First Bank; and (7) the Plan was
not proposed in good faith, but was instead proposed for the
improper purpose of circumventing the time restrictions and other
limitations as set forth in Section 1127(b).

Appraisers have valued the 70 lots from $1,400,000 to a high of
$3,370,000.  The Court said the widespread variation in appraisal
testimony makes the valuation even less certain.

The Bankruptcy Administrator meanwhile argued that certain
creditors that voted on the Plan were actually insiders and their
votes should not be considered as satisfaction of 11 U.S.C.
Sec.1129(a)(10).  The Bankruptcy Administrator also pointed to
North Carolina's worst real estate markets and suggested that the
best evidence of the value of the lots would be to employ a real
estate agent, market and sell a lot, and let the current real
estate market in the Wilmington area determine the value.

A copy of Judge Doub's Aug. 23, 2011 Order is available at
http://is.gd/vzEcyEfrom Leagle.com.

Wilmington, North Carolina-based SUD Properties, Inc., first filed
for bankruptcy (Bankr. E.D.N.C. Case No. 10-03622) on May 5, 2010,
the eve of a foreclosure sale initiated by lender First Bank.
Judge Randy D. Doub presided over the case.  John G. Rhyne, Esq.
-- annhinson@nc.rr.com -- at Hinson & Rhyne, P.A., served as
bankruptcy counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  The Debtor's
first plan of reorganization was confirmed on Oct. 1, 2010.

The 2010 Plan proposed to satisfy the First Bank debt from the
sale of lots.  The Plan provided a schedule whereby the Debtor was
to sell a certain number of lots within certain time parameters to
D.R. Horton Homes, Inc. a nationally known home builder. The
schedule provided that all 70 lots were to be sold by Jan. 31,
2014.

The Debtor was unable to sell the lots in accordance with the
schedule set forth in the 2010 Plan because D.R. Horton was unable
to close the transaction.  Accordingly, the Debtor defaulted under
the terms of the Plan.  The Debtor filed a Motion to Dismiss the
first case.  This motion was granted and the case was dismissed on
April 19, 2011.

Upon the Debtor's default, First Bank initiated foreclosure
proceedings against the Property for a second time.  The
foreclosure hearing was scheduled for May 17, 2011, in Brunswick
County, North Carolina.  One hour prior to the foreclosure
hearing, the Debtor filed a second Chapter 11 petition (Bankr.
E.D.N.C. Case No. 11-03833) before Judge Doub.  George M. Oliver,
Esq. -- efile@oliverandfriesen.com -- at Oliver & Friesen, PLLC.
The Debtor scheduled $2,720,267 in assets and $5,356,288 in debts.


TALON THERAPEUTICS: Incurs $6 Million Second Quarter Net Loss
-------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $6.05 million for the three months ended June 30,
2011, compared with a net loss of $6.32 million for the same
period a year ago.

The Company also reported a net loss of $16.46 million for the six
months ended June 30, 2011, compared with a net loss of
$11.79 million for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$11.58 million in total assets, $38.08 million in total
liabilities, $30.64 million in redeemable convertible preferred
stock, and a $57.14 million total stockholders' deficit.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.

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

                        http://is.gd/BmKBSt

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.


TEXAS COMPETITIVE: Fitch Assigns 'B' to $336 Million Notes
----------------------------------------------------------
Fitch Ratings has assigned a rating of 'B'/RR2 to the new issuance
of $336 million 15% senior secured second lien notes due 2021 by
Texas Competitive Electric Holdings Company LLC (TCEH).  The notes
were issued pursuant to an exchange agreement between TCEH and an
institutional investor, whereby the investor surrendered
approximately $478 million of TCEH's 10.25% senior notes due 2015
and 10.5%/11.25% senior toggle notes due 2016 in exchange for the
new second lien debt.  The new notes are secured, on a second
priority basis, by the power generation assets and retail supply
business owned by TCEH's wholly owned subsidiaries.

In addition, Fitch affirmed TCEH's Issuer Default Rating (IDR) at
'CCC' and revised the Rating Outlook to Negative from Stable. Due
to inter-company linkages, Fitch also affirmed the IDRs of Energy
Future Holdings Corp (EFH), Energy Future Intermediate Holding
Company LLC (EFIH) and Energy Future Competitive Holdings Company
(EFCH) at 'CCC' and revised the companies' Outlooks to Negative
from Stable.  Oncor Electric Delivery Company LLC's (Oncor) 'BBB-'
IDR and Stable Outlook are affirmed by today's rating actions.
Fitch also affirmed Oncor's senior secured debt rating at 'BBB',
and short-term IDR and commercial paper rating at 'F3'.

The 'B/RR2' rating of the new second lien debt reflects TCEH's
collateral valuation and the second lien debt's subordination to
approximately $23.4 billion of TCEH senior secured bank facilities
secured on a first-priority basis.  Recovery Ratings for TCEH are
based on the values of power facilities as outlined in Fitch's
report 'Energy Future Holdings Corp.', dated April 21, 2010.
Fitch believes that the value of TCEH's generation assets and
retail business supports full recovery prospects for secured
lenders.  However, Fitch has suppressed the ratings for the new
second lien notes to 'B/RR2' on the expectation that TCEH will
take advantage of the available second lien borrowing capacity to
issue more debt at this level going forward.

The debt exchange completed last week was not deemed to be a
coercive exchange, since the holders received substantial
collateral, improved seniority and a higher coupon.  This
mitigates, to a large extent, the 30% reduction in principal and
extension of maturity.  Also, failure to complete the exchange
would not have triggered TCEH's insolvency or bankruptcy.  For
Fitch's relevant criteria, see 'Coercive Debt Exchange Criteria',
March 3, 2009.  The debt exchange marginally reduces TCEH debt
balances with little impact to interest expense and is, hence, a
small step toward whittling down the debt and managing the over-
leveraged capital structure.  It does, however, establish a
benchmark for second lien debt, and Fitch believes that TCEH could
issue additional debt to be used in negotiations for future debt
exchanges, which may be deemed coercive.

The Negative Outlook for TCEH is driven by the persistent weakness
in the forward natural gas curve that increases rating concerns
about the open (unhedged) position beyond 2012; approximately 49%
and 82% of TCEH's gas exposure is open in 2013 and 2014,
respectively, as of June 30, 2010.  Other concerns include the
longer run uncertainties posed by the unpromulgated regulations
regarding collateral posting requirements due to the recently
enacted financial derivative legislation and relatively high cost
of future market access/debt exchanges as reflected in the 15%
coupon paid by TCEH on the new second lien debt.  However, in the
near to intermediate term, TCEH cash flows are supported by stable
operations, a favorable mix of power generation facilities in a
relatively robust power market, hedge positions at favorable
prices for the next two years, and a profitable retail marketing
subsidiary that partly offsets low margins from power generation.

Key rating factors for TCEH include: the forward curve for natural
gas prices for 2013 and beyond, future electric power demand and
market heat rates in ERCOT, high-yield capital market conditions
over the next few years, and the risk of coercive exchanges
affecting unsecured creditors.  These are key rating factors for
EFH, EFIH and EFCH as well, since TCEH provides most of the
consolidated cash flows.

Fitch assigns the following rating:

Texas Competitive Electric Holdings Company LLC

  -- Senior secured second lien notes 'B/RR2'.

Fitch affirms the ratings and revises Outlooks to Negative from
Stable for the following ratings:

Texas Competitive Electric Holdings Company LLC

  -- IDR at 'CCC';
  -- Senior secured bank facilities at 'B+/RR1';
  -- Secured lease facility bonds at 'B-/RR3' (secured by certain
     combustion turbine assets);
  -- Guaranteed notes at 'CCC/RR4';
  -- Senior unsecured debt (non-guaranteed) including various
     pollution control bonds issued by the Brazos River Authority
     (TX), Sabine River Authority (TX), and Trinity River
      Authority (TX) at 'CC/RR5'.

Energy Future Holdings Corp
Energy Future Intermediate Holdings Corp
Energy Future Competitive Holdings

  -- IDR at 'CCC'.


THINK3 INC: Wants Court to Stay Order Adjourning Pending Matters
----------------------------------------------------------------
Dr. Andrea Ferri, in his capacity as the putative foreign
representative of think3, Inc., asks the U.S. Bankruptcy Court for
the Western District of Texas, to stay the effectiveness of an
"order" pending the Bankruptcy Court's consideration of the
foreign representative's "stay application."

The Debtor's corporate reorganization proceedings under the laws
of Italy are pending before the Court of Bologna, Italy.

According to the foreign representative, he filed an application
on Aug. 5, 2011, with the Court both in the Chapter 11 case and in
the related Chapter 15, seeking a stay of all proceedings in the
Chapter 11 case and also in the Chapter 15 proceedings.  As part
of the stay application, Dr. Ferri requested that the Court
establish communications with the Italian Court overseeing the
Italian proceedings.

On Aug. 8, the Court entered the order, granting the adjournment
sought by counsel to Think3.  The Court noted that the relief
sought by Think3 was "Granted without prejudice to the Italian
Trustee filing a motion to stay."

The foreign representative submits that a stay is necessary and
appropriate, and that the relief sought in the Aug. 5 Application
would reduce expenses incurred by Think3, and reduce the debt
burden on the estate.

                           About think3

Think3 Inc. develops computer-aided design software.  Think3 has
been a debtor in corporate reorganization proceedings under the
laws of Italy pending before the Court of Bologna since March 14,
2011.  Dr. Andrea Ferri was appointed to act as trustee in the
Italian Proceedings

Think3 sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
11-11252) on May 18, 2011, in Austin, its hometown, three months
after creditors filed an involuntary bankruptcy petition against
the company in a court in Bologna, Italy.  The company didn't
oppose the involuntary bankruptcy.  Rebecca Roof was appointed as
Chief Restructuring Officer.

The Italian trustee filed a Chapter 15 petition (Bankr. W.D. Tex.
Case No. 11-11925) for Think3 in bankruptcy court in Austin on
Aug. 1, claiming she has the right to control the company's
restructuring through the Italian court.

Since the Italian bankruptcy was filed, there have been continuing
disputes over the right to control the company's assets.  ESW
Capital LLC acquired Think3 in September.  The primary debt is a
$23 million tax liability in Italy.

The Italian Trustee is represented by:

          Joel M. Walker, Esq.
          DUANE MORRIS LLP
          Suite 5010, 600 Grant Street
          Pittsburgh, PA 15219-2802
          E-mail: JMWalker@duanemorris.com

               - and -

          Wesley W. Yuan, Esq.
          DUANE MORRIS LLP
          1330 Post Oak Boulevard, Suite 800
          Houston, TX 77056
          Tel: (713) 402-3911
          Fax: (713) 513-5848
          E-mail: wwyuan@duanemorris.com

The Chapter 15 petition estimates Think3's assets and debts to be
between $10 million to $50 million.

Versata FZ-LLC, Versata Development Group, Inc., Versata Software,
Inc., ESW Capital, LLC, the parent of Think3, and Gensym Cayman
L.P., the DIP Lender, are represented by:

         Berry D. Spears, Esq.
         FULBRIGHT & JAWORSKI L.L.P.
         600 Congress Avenue, Suite 2400
         Austin, TX 78701-2878
         Telephone: (512) 536-5246
         Facsimile: (512) 536-4598
         E-mail: bspears@fulbright.com

              - and -

         Zack A. Clement, Esq.
         John D. Cornwell, Esq.
         Camisha L. Simmons, Esq.
         FULBRIGHT & JAWORSKI L.L.P.
         1301 McKinney Street, Suite 5100
         Houston, TX 77010-3095
         Telephone: (713) 651-5151
         Facsimile: (713) 651-5246
         E-mail: zclement@fulbright.com
                 jcornwell@fulbright.com

              - and -

         G. Larry Engel, Esq.
         Vincent J. Novak, Esq.
         Kristin Hiensch, Esq.
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2482
         Telephone: (415) 268-7000
         Facsimile: (415) 268-7522
         E-mail: lengel@mofo.com
                 vnovak@mofo.com
                 khiensch@mofo.com


THINK3 INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
think3 Inc., filed with the U.S. Bankruptcy Court for the Western
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $18,335
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $45,429,381
                                 -----------      -----------
        TOTAL                             $0      $45,447,716

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

            http://bankrupt.com/misc/THINK3INC_sal.pdf

                           About think3

Think3 Inc. develops computer-aided design software.  Think3 has
been a debtor in corporate reorganization proceedings under the
laws of Italy pending before the Court of Bologna since March 14,
2011.  Dr. Andrea Ferri was appointed to act as trustee in the
Italian Proceedings

Think3 sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
11-11252) on May 18, 2011, in Austin, its hometown, three months
after creditors filed an involuntary bankruptcy petition against
the company in a court in Bologna, Italy.  The company didn't
oppose the involuntary bankruptcy.  Rebecca Roof was appointed as
Chief Restructuring Officer.

The Italian trustee filed a Chapter 15 petition (Bankr. W.D. Tex.
Case No. 11-11925) for Think3 in bankruptcy court in Austin on
Aug. 1, claiming she has the right to control the company's
restructuring through the Italian court.

Since the Italian bankruptcy was filed, there have been continuing
disputes over the right to control the company's assets.  ESW
Capital LLC acquired Think3 in September.  The primary debt is a
$23 million tax liability in Italy.

The Italian Trustee is represented by Duane Morris LLP.

The Chapter 15 petition estimates Think3's assets and debts to be
between $10 million to $50 million.

Versata FZ-LLC, Versata Development Group, Inc., Versata Software,
Inc., ESW Capital, LLC, the parent of Think3, and Gensym Cayman
L.P., the DIP Lender, are represented by Fulbright & Jaworski
L.L.P., and Morrison & Foerster LLP.


TNK-ENERGY GROUP: Reports $1.4-Mil. Second Quarter Net Income
-------------------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $1.43 million on $206,699 of revenue for the three months ended
June 30, 2011, compared with net income of $2.77 million on
$264,701 of revenue for the same period during the prior year.

The Company also reported net income of $2.03 million on $587,480
of revenue for the six months ended June 30, 2011, compared with
net income of $3 million on $485,637 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2011, showed $3.12 million
in total assets, $7.85 million in total liabilities and a $4.73
million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.

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

                        http://is.gd/zvO0UR

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


ULTIMATE ESCAPES: Court Approves Settlements
--------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Ultimate Escapes' motions for orders approving a settlement
between Ultimate Escapes Holdings, Private Escapes Platinum
Lucignano and George Thomas Baker and a settlement between
Ultimate Escapes Holdings, Private Escapes Villa Cassia and George
Thomas Baker.

                       About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNITED CONTINENTAL: IAM Wins Fleet/Ramp Workers' Representation
---------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
(IAM) announced on August 11, 2011, that it emerged as the winner
in an election to determine union representation for more than
14,100 Fleet/Ramp workers at the carrier formed by the merger of
United Air Lines, Inc., Continental Airlines, Inc. and
Continental Micronesia.

The election, which was conducted by the National Mediation Board
(NMB), was between the IAM, which represented 6,800 United
Airlines Ramp/Fleet employees and the International Brotherhood
of Teamsters (IBT) which represented 7,300 Flight Ramp/Fleet
workers at Continental Airlines and Continental Micronesia.

"The IAM won this election by utilizing an extensive network of
highly energized organizers from all three carriers," said IAM
General Vice President Robert Roach, Jr.

While all Ramp/Fleet workers came into this election with
existing representation, the quality of that representation
became a campaign issue. The IBT negotiated an agreement that
allowed Continental to outsource all Ramp/Fleet work, while IAM
members at United have a contract that provided job security by
guaranteeing work will be performed by United-IAM employees.

"Ramp employees chose the IAM because of the superior
representation, compensation, benefits and job security we
negotiate into our contracts," said IAM District 141 President
Rich Delaney.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.


UNITED CONTINENTAL: Houston City Council Approves $1-Bil. Project
-----------------------------------------------------------------
The City of Houston approved a $1 billion deal with United Air
Lines, Inc. for the redevelopment of George Bush Intercontinental
Airport, Chris Moran and Jenalia Moreno of Houston Chronicle
reported.

The project aims to transform the 42-year-old collection of
commuter gates into a colossus that can accommodate 787s and
offer travelers who get on and off roomier lounges, additional
restrooms and a wider variety of food, the report related.

The project calls for United to put in $686 million and the
Houston Airport System $288 million, the report said.

As previously reported, phase one of the three-phased deal will
create a new Terminal B south concourse dedicated to domestic
regional jet operations, which is set to begin by the end of the
year.

The deal met opposition from the Service Employees International
Union, which argued that the agreement does not guarantee good
jobs with benefits, the report relayed.  In defense to the
project, Mayor Annise Parker stated, "Capital projects like that
are huge engines for job creation."

The redevelopment of Terminal B was codified through an amendment
to United's lease of space in several terminals at the airport,
the report said.  United extended its tenancy in Terminal C, but
gave up its rights at Terminal D at Bush Intercontinental, the
report noted.

"We're making these investments at Terminal B to keep facilities
at Bush Intercontinental competitive with other airports and
drive further economic opportunities for Houston -- many of which
are tied to having a world-class international airport serving
the city," United spokeswoman Mary Clark was quoted by Houston
Chronicle.

As part of the deal, United gains control of operations,
including concessions in Terminal B, but it must give the City a
10% cut of its receipts, with an annual cap of $1 million, the
report added.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.


UNITED CONTINENTAL: Air Canada Defends Transborder JV
-----------------------------------------------------
Air Canada defended its expanded alliance with United Continental
Holdings, Inc., citing that a move by a competition watchdog to
block the alliance on antitrust grounds is "fundamentally
misconceived" and "crucial" to its ongoing viability, Caroline
Van Hasselt of Dow Jones Newswires reported.

In June, the Competition Bureau moved to stop the expanded
alliance, arguing that it was effectively a merger of cross-
border operations that would deter rivals, reduce customer
choices and jack up prices, Globe and Mail reported in another
article.

In submissions to Canada's Competition Tribunal, the carriers,
which are members of Star Alliance, lambasted the Competition
Bureau for ignoring Canada's "Blue Sky" international air
transportation policy, the Canada-U.S. "Open Skies" agreement,
developments in air transportation around the world, and their
attempts to engage the bureau in a review to address any concerns
about the proposed joint venture, Dow Jones Newswires relayed.

The two airlines already obtained approval from the U.S.
regulators for a five-year agreement to coordinate fares,
schedules and marketing on transborder flights, but applied in
October to take the partnership further by combining revenues,
Dow Jones Newswires related.

Air Canada emphasized in its filing that blocking the expanded
partnership would significantly impede its ability to compete and
would relegate Canada and Canadian air carriers to a marginalized
regional or local status in the international air transportation
world, according to Dow Jones Newswires.

For its part, United insisted that the joint venture is designed
to increase demand for services on transborder routes by, among
other things, allowing for the development of a more
comprehensive network, increasing flight frequencies, optimizing
schedules and reducing prices, the report added.

Air Canada also stated that the transborder joint venture with
United is modeled after its trans-Atlantic joint venture, known
as Atlantic Plus-Plus, with United, Continental and Deutsche
Lufthansa AG, which the Competition Bureau Commissioner approved,
the report disclosed.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.


UPSTREAM WORLDWIDE: Incurs $956,000 Second Quarter Net Loss
-----------------------------------------------------------
Upstream Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $956,715 on $1.78 million of revenue for the three
months ended June 30, 2011, compared with a net loss of $318,830
on $7.75 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $2.65 million on $5.51
million of revenue for the six months ended June 30, 2011,
compared with a net loss of $2.79 million on $25.02 million of
revenue for the same period a year ago.

The Company ended 2010 with a net loss of $16.8 million on $32.5
million of revenue and 2009 with a net loss of $4.1 million on
$29.0 million of revenue.

The Company's balance sheet at June 30, 2011, showed $1.96 million
in total assets, $3.77 million in total liabilities, all current,
and a $1.80 million total stockholders' deficit.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Upstream Worldwide's ability to continue
as a going concern.  The independent auditors noted that the
Company has a net loss of $16,791,253 and net cash used in
operations of $3,161,683 for the year ended Dec. 31, 2010; and has
a working capital deficit of $2,070,274, and a stockholders'
deficit of $1,396,109 at Dec. 31, 2010.

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

                        http://is.gd/hJqLji

                      About Upstream Worldwide

Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly,
Money4Gold Holdings, Inc. --  http://www.money4gold.com/-- is an
emerging leader in direct-from-consumer, reverse logistics,
currently specializing in the procurement and aggregation of
cellular phones and precious metals to be recycled.  From the
inception of the Company's current business in 2008 through 2010,
substantially all of the Company's revenue came from the precious
metals business.  In mid-2010, the Company began to diversify its
business by introducing a service, similar to its precious metals
business, for cellular phones as it saw the gold and silver
business begin to sharply retract.


U.S. EAGLE: Panel, U.S. Trustee Object to Critical Vendors Payment
------------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee, Region 3, and the Official
Committee of Unsecured Creditors in the Chapter 11 cases of U.S.
Eagle Corporation, et al., ask the U.S. Bankruptcy Court for the
District of New Jersey deny the Debtors' request for payment of
prepetition claims of critical vendors and service providers.

According to the U.S. Trustee, the motion does not identify who
are the three alleged critical vendors, and the motion does not
identify which of the seven estates will be impacted by the relief
requested.

The U.S. Trustee asserts that the Debtor must prove, and not just
allege, that upon full payment, the critical vendors will cease
dealing with the Debtor, and that the Debtors' business will gain
enough from continued transactions with the vendors.

As reported in the Troubled Company Reporter on July 28, 2011,
according to the Debtors, the aggregate amount of critical
vendors' prepetition claims is approximately $445,370.

The critical vendors, the Debtors explained, provide goods or
services essential to the Debtors' operations and that are
unavailable from any other source, or cannot be replaced without
substantial additional cost and interruption of the Debtors'
businesses.

The Committee relates that the Debtors are requesting extreme, but
unsupportable relief -- they seek to rearrange the priorities
among creditors and pay three, unidentified vendors ahead of all
other creditors (secured and unsecured alike).

According to the Committee, the Debtors filed the critical vendor
motion six months after commencing their bankruptcy cases, and not
under shortened notice.  Thus, the Committee states, the matter is
not one of the typical "first day" emergency motions, the context
in which a Court might be responsive to a Debtor's request to
treat certain vendors favorably.

The Committee notes that the critical vendor motion provides no
information as to the vendors themselves, the goods or services
that they provide, why or how these goods or services are
essential or critical to the Debtors' ongoing businesses, or
whether the Debtors have an alternative source for these goods or
services.  Thus, there is no basis on which the Court can
ascertain or verify that the vendors are indeed critical and
essential to the continued operations of the Debtors' businesses,
the Committee adds.

The U.S. Trustee is represented by:

         U.S. Department of Justice
         Office of the U.S. Trustee
         Peter J. D'Auria, Esq.
         One Newark Center, Suite 2100
         Newark, NJ 07102
         Tel: (973) 645-3014
         Fax: (973) 645-5993

The Committee is represented by:

         PORZIO, BROMBERG & NEWMAN, P.C.
         John S. Mairo, Esq.
         Matthew B. Heimann, Esq.
         100 Southgate Parkway
         Morristown, NJ 07962
         Tel: (973) 538-4006
         Fax: (973) 538-5146
         E-mail: mbheimann@pbnlaw.com
                 jsmairo@pbnlaw.com

                          About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Plan Filing Period Temporarily Extended Until Sept. 6
-----------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey, in a bridge order, extended U.S. Eagle
Corporation, et al.'s exclusive periods to file and solicit votes
for the proposed Plan until the date of the hearing on the motion.

The Debtors set a Sept. 6, hearing to consider their request for
exclusivity extensions.  Objections, if any, are due Aug. 29, at
4:00 p.m.  The Debtors requested for an extension in their
exclusive periods to file and solicit acceptances for the proposed
plan of reorganization until Dec. 30, 2011, and Feb. 28, 2012.

Absent the extension, the Debtors' exclusive filing period was set
to expire on Sept. 2.

The Debtors explained that due to the complexity of their cases,
it would be premature for the Debtors to file a plan at this time.
The Debtors noted that they are working with all parties-in-
interest to stabilize the businesses after the Petition Date,
operate in the ordinary course of business and explore
restructuring options, which has required most of the Debtors'
time and efforts to date, and has prevented the Debtors from
formulating a plan.

                          About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Lease Decision Period Extended Until Nov. 2
-------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey extended until Nov. 2, 2011, U.S. Eagle
Corporation, et al.'s time to assume or reject nine unexpired
leases of nonresidential real property.

Debtor-lessor, Julius Realty Corporation, and non-debtor lessors,
Atlantic Avenue Partners, Bedecon Investments, SPCI Realty, LLC,
and Ester D. Long consented to the lease extension.

As reported in the Troubled Company Reporter on July 28, 2011, the
Debtors related that they need more time to make material
decisions regarding the sale or refinancing of Eagle One Golf
Products, Inc. and the Traffic Control Services entities.  The
Debtors are still considering how to rationalize their businesses.

                          About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


USA UNITED: Case Converted to Ch. 7; Assets Sold for $9-Mil.
------------------------------------------------------------
New York City bus operator USA United Fleet is no more.  The
Bankruptcy Court has ordered the liquidation of the company and
its debtor-affiliates by converting the Debtors' chapter 11 cases
to one under Chapter 7 of the Bankruptcy Code at the behest of the
United States Trustee in Region 2.

The Court also has approved the sale of the Debtors' assets.

The Conversion Order was issued July 29 -- just 23 days after the
Debtors' bankruptcy filing.  Richard McCord, Esq., at Certilman
Bailin Adler & Hyman, was appointed as Chapter 7 trustee.  The
Chapter 7 trustee is covered by a blanket bond, issued by the
Liberty Mutual Insurance Company, which is on file with the Office
of the United States Trustee for the Eastern District of New York.

At the hearing held Aug. 15, the Court authorized the Chapter 7
trustee to sell the Debtors' assets to MV Transportation, Inc.,
for $9 million in cash.  Assets sold include the Debtors' buses
and other vehicles, their six contracts with the New York City
Department of Education, and related licenses and permits.  The
Buyer will also assume certain liabilities, including $1 million
in tax lien liabilities to the Internal Revenue Service.

The sale also include the assets of Northeast Transit Inc.,
Northeast Buses Inc., and Northern Transit Inc., which filed
voluntary Chapter 7 petitions on Aug. 7.  Mr. McCord also serves
as trustee to the Northeast Debtors.

Chapter 7 Conversion became apparent after the Debtors failed to
secure Comerica Bank's consent to use cash collateral to fund the
Debtors' operations while in bankruptcy.  Comerica, the Debtors'
largest secured creditor owed $10.9 million, withdrew its consent
when the uncertainty regarding the ownership of certain contracts
with the Department of Education contracts surfaced.

The Debtors had represented that they still own the DOE Contracts,
which are their sole source of revenue.  The DOE, appearing at the
cash collateral hearing last month, said the contracts already had
been transferred pre-bankruptcy to the Northeast entities, which
weren't debtors at that time.

The Debtors asked the Court to enforce the automatic stay to
enjoin the DOE from enforcing the contract assignment.  They also
asked the Court for authority to merge with the Northeast entities
for the sole purpose of allowing the Contracts to return to the
Debtors' estates.  Those requests were denied.

According to the Sale Motion filed by the Chapter 7 Trustee, the
cash proceeds will be used to satisfy claims against the USA
United Debtors' estate according to priorities set forth in
Chapter 7 of the Bankruptcy Code.  No portion of the Cash Purchase
Price will be allocated to the Northeast Debtors.  As the sole
consideration for the assignment of the DOE contracts to the
Buyer, the United Debtors will forgive a promissory note issued by
the Northeast Debtors.

The Debtors' other secured creditors are All Points Capital Corp.
and the IRS.  In addition, Amalgamated Transit Union Local 1181-
1061, AFL-CIO, has demanded a  $1.2 million security deposit from
the Debtors.

William Moran, the Debtors' comptroller prior to the Chapter 7
conversion, has stepped down.  He will receive $150,000 for his
service payable in three monthly installments.

The Debtors' Chapter 11 bankruptcy counsel, Todd E. Duffy, Esq.,
at Anderson Kill & Olick, P.C., also has stepped down.  But prior
to that, the Court approved the Debtors' employment of Anderson as
Chapter 11 counsel from the petition date to the July 29
conversion date.  Anderson's hourly rates are: $490-$865 for
Shareholders; $280-$500 for Associates; and $160-$275 for
Paralegals.  Pre-bankruptcy, Anderson received from co-Debtor
United Tom Tom Transportation a $50,000 retainer. On the Petition
Date, Anderson was owed a balance of $6,000 for pre-petition legal
fees which were not covered by the retainers. However, AKO waived
any claim against the Debtors for prepetition legal fees.

The Buyer is represented in the case by:

          Andrew Goldman, Esq.
          WILMER CUTLER PICKERING HALE AND DORR LLP
          399 Park Avenue
          New York, NY 10022
          Tel: 212-230-8836
          Fax: 212-230-8888
          E-mail: andrew.goldman@wilmerhale.com

Based in Staten Island, New York, USA United Fleet, Inc., aka
Shoreline Fleet, Inc., operated more than 400 buses under several
affiliates.  The Company and its various units filed for Chapter
11 bankruptcy protection (Bank. E.D. N.Y. Case No. 11-45867) on
July 6, 2011.  Judge Jerome Feller presides over the case.  The
Debtor estimated $10 million to $50 million in both assets and
debts.


USA UNITED: Ch. 7 Trustee Hires MYC & Associates as Custodian
-------------------------------------------------------------
Richard J. McCord, the Chapter 7 Trustee for USA United Fleet
Inc., and its affiliates, seeks Bankruptcy Court permission to
hire MYC & Associates, Inc., as his custodian.

MYC is a full service assets management, consulting, marketing,
auction, appraisal, liquidation, real estate brokerage and
management firm.

The Chapter 7 Trustee needs MYC as custodian to, among others,
secure the Debtors' assets; ensure that only professionals, and
not former employees and principals of the Debtors have access to
the Debtors' premises and the assets, and work with Command
Security(security firm hired by secured creditor Comerica Bank) to
ensure the Assets are safeguarded; inventory, photograph and
catalog the assets; manage the assets; recover all assets of the
Debtors; assist the Trustee in conducting a "higher or better"
sale to ensure that the highest and best offer is received for the
assets sold; and investigate the value of the assets that are to
be sold.

Marc Yaverbaum, a principal of MYC, attests that MYC does not hold
any relationship with the Debtors, their creditors or other
parties in interest or their attorneys, and represents no interest
adverse to the Estates within the meaning of the Bankruptcy Code
in the matters upon which it is to be retained.

                       About USA United Fleet

Based in Staten Island, New York, USA United Fleet, Inc., aka
Shoreline Fleet, Inc., operated more than 400 buses under several
affiliates.  The Company and its various units filed for Chapter
11 bankruptcy protection (Bank. E.D. N.Y. Case No. 11-45867) on
July 6, 2011.  Judge Jerome Feller presides over the case.  Todd
E. Duffy, Esq., at Anderson Kill & Olick, P.C., served as the
Debtors' counsel.  The Debtor estimated $10 million to $50 million
in both assets and debts.

At the behest of the United States Trustee for Region 2, the Court
converted the Debtors' cases to one under Chapter 7 of the
Bankruptcy Code on July 29, 2011.  Richard McCord, Esq., at
Certilman Bailin Adler & Hyman, was appointed as Chapter 7
trustee.   On Aug. 15, 2011, the Court authorized the Chapter 7
trustee to sell the Debtors' assets to MV Transportation, Inc.,
for $9 million in cash.  The Buyer is represented in the case by
Andrew Goldman, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP.

Assets sold include the Debtors' buses and other vehicles, their
six contracts with the New York City Department of Education, and
related licenses and permits.  The Buyer will also assume certain
liabilities, including $1 million in tax lien liabilities to the
Internal Revenue Service.

The sale also include the assets of Northeast Transit Inc.,
Northeast Buses Inc., and Northern Transit Inc., which filed
voluntary Chapter 7 petitions on Aug. 7.  The USA United entities
and the Northeast entities have the same owners.  Mr. McCord also
serves as trustee to the Northeast Debtors.

Chapter 7 Conversion became apparent after the Debtors failed to
secure Comerica Bank's consent to use cash collateral to fund the
Debtors' operations while in bankruptcy.  Comerica, the Debtors'
largest secured creditor owed $10.9 million, withdrew its consent
when the uncertainty regarding the ownership of certain contracts
with the Department of Education contracts surfaced.


USA UNITED: Ch. 7 Trustee Hires EisnerAmper as Accountant
---------------------------------------------------------
Richard J. McCord, the Chapter 7 Trustee for USA United Fleet
Inc., and its affiliates, seeks authority from the Bankruptcy
Court to employ the accounting firm of EisnerAmper, LLP, as
accountant for the Trustee for purposes of preparing and filing
the final tax returns for the estate, conducting a financial
investigation of the possibility of transfer of assets for less
than fair market value, the existence of insider transactions,
preference payments and fraudulent transfers, reviewing the
Debtor's books and records, assisting the Trustee if necessary
with cataloging and the evaluation of assets and any additional
services with regard to their role as accountants to the Trustee.

Hourly rates for EisnerAmper for bankruptcy and non-bankruptcy
matters are:

          Partners                      $410-$550
          Director/Senior Managers      $310-$405
          Managers                      $285-$305
          Seniors                       $230-$280
          Staff assistance/
             paraprofessionals          $125-$215

Ira Spiegel, a member of the firm, EisnerAmper, LLP, attests that
his firm represents no interest adverse to that of the Debtors
or unsecured creditors in this case.

                       About USA United Fleet

Based in Staten Island, New York, USA United Fleet, Inc., aka
Shoreline Fleet, Inc., operated more than 400 buses under several
affiliates.  The Company and its various units filed for Chapter
11 bankruptcy protection (Bank. E.D. N.Y. Case No. 11-45867) on
July 6, 2011.  Judge Jerome Feller presides over the case.  Todd
E. Duffy, Esq., at Anderson Kill & Olick, P.C., served as the
Debtors' counsel.  The Debtor estimated $10 million to $50 million
in both assets and debts.

At the behest of the United States Trustee for Region 2, the Court
converted the Debtors' cases to one under Chapter 7 of the
Bankruptcy Code on July 29, 2011.  Richard McCord, Esq., at
Certilman Bailin Adler & Hyman, was appointed as Chapter 7
trustee.   On Aug. 15, 2011, the Court authorized the Chapter 7
trustee to sell the Debtors' assets to MV Transportation, Inc.,
for $9 million in cash.  The Buyer is represented in the case by
Andrew Goldman, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP.

Assets sold include the Debtors' buses and other vehicles, their
six contracts with the New York City Department of Education, and
related licenses and permits.  The Buyer will also assume certain
liabilities, including $1 million in tax lien liabilities to the
Internal Revenue Service.

The sale also include the assets of Northeast Transit Inc.,
Northeast Buses Inc., and Northern Transit Inc., which filed
voluntary Chapter 7 petitions on Aug. 7.  The USA United entities
and the Northeast entities have the same owners.  Mr. McCord also
serves as trustee to the Northeast Debtors.

Chapter 7 Conversion became apparent after the Debtors failed to
secure Comerica Bank's consent to use cash collateral to fund the
Debtors' operations while in bankruptcy.  Comerica, the Debtors'
largest secured creditor owed $10.9 million, withdrew its consent
when the uncertainty regarding the ownership of certain contracts
with the Department of Education contracts surfaced.


USA UNITED: Case Converted to Ch. 7; Assets Sold for $9-Mil.
------------------------------------------------------------
Richard J. McCord, the Chapter 7 Trustee for USA United Fleet,
filed a schedule of the company's assets and liabilities,
disclosing:

     Name of Schedule                 Assets        Liabilities
     ----------------                 ------        -----------
     A - Real Property                    $0

     B - Personal Property       $24,388,422

     C - Property Claimed
         as Exempt

     D - Creditors Holding                          $11,772,677
         Secured Claims

     E - Creditors Holding Unsecured                 $5,598,893
         Priority Claims

     F - Creditors Holding Unsecured                $23,417,782
         Nonpriority Claims
                                      ------        -----------
         Total                   $24,388,422        $40,789,352

                       About USA United Fleet

Based in Staten Island, New York, USA United Fleet, Inc., aka
Shoreline Fleet, Inc., operated more than 400 buses under several
affiliates.  The Company and its various units filed for Chapter
11 bankruptcy protection (Bank. E.D. N.Y. Case No. 11-45867) on
July 6, 2011.  Judge Jerome Feller presides over the case.  Todd
E. Duffy, Esq., at Anderson Kill & Olick, P.C., served as the
Debtors' counsel.  The Debtor estimated $10 million to $50 million
in both assets and debts.

At the behest of the United States Trustee for Region 2, the Court
converted the Debtors' cases to one under Chapter 7 of the
Bankruptcy Code on July 29, 2011.  Richard McCord, Esq., at
Certilman Bailin Adler & Hyman, was appointed as Chapter 7
trustee.   On Aug. 15, 2011, the Court authorized the Chapter 7
trustee to sell the Debtors' assets to MV Transportation, Inc.,
for $9 million in cash.  The Buyer is represented in the case by
Andrew Goldman, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP.

Assets sold include the Debtors' buses and other vehicles, their
six contracts with the New York City Department of Education, and
related licenses and permits.  The Buyer will also assume certain
liabilities, including $1 million in tax lien liabilities to the
Internal Revenue Service.

The sale also include the assets of Northeast Transit Inc.,
Northeast Buses Inc., and Northern Transit Inc., which filed
voluntary Chapter 7 petitions on Aug. 7.  The USA United entities
and the Northeast entities have the same owners.  Mr. McCord also
serves as trustee to the Northeast Debtors.

Chapter 7 Conversion became apparent after the Debtors failed to
secure Comerica Bank's consent to use cash collateral to fund the
Debtors' operations while in bankruptcy.  Comerica, the Debtors'
largest secured creditor owed $10.9 million, withdrew its consent
when the uncertainty regarding the ownership of certain contracts
with the Department of Education contracts surfaced.


VAN HUNTER: Plan Outline Hearing Continued Until Sept. 19
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
continued until Sept. 19, 2011, at 10:30 a.m., the hearing to
consider adequacy of the disclosure statement explaining Van
Hunter Development, Ltd.'s plan of reorganization.

As reported in the Troubled Company Reporter on June 1, 2011, the
Plan dated May 13, 2011, contemplates that Gary Evans, the
principal of one of the Debtor's partners, will be contributing
sufficient capital to pay off all of the Debtor's debt obligations
to its various secured creditors, unsecured creditors and the
taxing authorities in full.  The Debtor has one unencumbered lot,
which will be returned to Compass Bank in return for a credit as
set forth in the Plan.

The Debtor owned 31 lots of residential real property located in
Flower Mound, Texas, in a subdivision called The Enclave at
Chateau Du Lac.  The Debtor has two separate secured lenders,
Frost National Bank and Compass Bank, both of which have liens on
separate lots.

A full-text copy of the Disclosure Statement is available at:

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

Dallas, Texas-based Van Hunter Development, Ltd, filed for
Chapter 11 bankruptcy (Bankr. E.D. Texas Case No. 10-40052) on
Jan. 4, 2010.  Singer & Levick, P.C., in Addison, Texas, serve as
general bankruptcy counsel.  In its schedules, the Debtor
disclosed $16,378,784 in assets and $15,294,367 in liabilities as
of the petition date.


WASHINGTON MUTUAL: Creditors, Shareholders Make Final Pleas
-----------------------------------------------------------
Michael Bathon at Bloomberg News reports that Washington Mutual
Inc. creditors and shareholders made final arguments for and
against the company's $7 billion reorganization plan, disagreeing
over whether hedge funds committed insider trading during the
almost three-year bankruptcy of the defunct bank holding company.

Mr. Bathon relates that shareholders have asked U.S. Bankruptcy
Judge Mary Walrath to reject the reorganization plan, claiming the
insider-trading allegations taint the proposal and a related
settlement worth billions of dollars.  The actions of the four
hedge funds "undermine public confidence in the bankruptcy
system," shareholder attorney Parker C. Folse III, Esq., told
Judge Walrath at a hearing Aug. 24 in Wilmington, Delaware.

According to the report, WaMu is allied with the hedge funds,
JPMorgan Chase & Co. and the Federal Deposit Insurance Corp. in
support of the plan and the settlement. Those groups negotiated
the settlement, which splits $4 billion in cash, and billions of
dollars more in tax refunds, and resolves lawsuits over who is to
blame for Seattle-based WaMu's 2008 collapse, the biggest bank
failure in U.S. history.

Shareholders would get nothing under the reorganization plan.
They claim the hedge funds used confidential information they
gained during the negotiations to buy and sell WaMu securities.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI.  However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed a Modified Sixth Amended Joint Plan
and a related Supplemental Disclosure Statement.  The Company
believes that the Modified Plan has addressed the Bankruptcy
Court's concerns and looks forward to returning to the Bankruptcy
Court to seek confirmation of the Modified Plan.

Carolyn Cairns was appointed as mediator in the WaMu proceedings.


WESTERN COMMUNICATIONS: Files for Bankruptcy Amid $18MM Debt
------------------------------------------------------------
Western Communications, publisher of the Bend (Ore.), filed for
Chapter 11 bankruptcy in a Portland federal court.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Western Communications blamed its Chapter 11 filing
on its stalemate with Bank of America over an $18 million loan, a
debt that it has struggled to repay since the crippling
advertising declines of 2007.  The company's ownership is
controlled by family members down the inheritance line from Robert
Chandler, a newspaper editor who died in 1996.

According to DBR, Chief Financial Officer Karen Anderson said the
bank's latest demands would force the company to lay off "mass
quantities of people."  Ms. Anderson explained that the company's
talks with the lender started in 2007 after the company failed to
generate enough profit to meet a ratio required under the loan
terms, leading it to negotiate a series of forbearance agreements
that came with expensive interest rate swings.

DBR also relates Gordon Black, the president of Western
Communications, said despite the negotiations, the bank wasn't
willing to lower its interest rate and extend the period it has to
repay the loan.

DBR also relates Western Communications attorney Al Kennedy, Esq.,
said the filing shouldn't interrupt operations at the Bulletin and
the company's other six West Coast publications, which include the
Baker City Herald and the Redmond Spokesman. The company employs
about 385 people.

Western Communications said its assets and debts are each worth
between $10 million and $50 million, according to court documents
filed in U.S. Bankruptcy Court in Portland, Ore.

Glenn Vaagen at My Central Oregon reports that since 2007, Western
Communications has reported a 25% drop in revenues due to
primarily to a decrease in advertising sales.  Western
Communications also owns the Redmond Spokesman and a half dozen
other newspapers across Oregon and California, and employs 385
people.

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  It owns nine
publications in Oregon and California.


WOODEND LLC: Wrong Timing for Merger; Court Dismisses Case
----------------------------------------------------------
Bankruptcy Judge George R. Hodges dismissed the Chapter 11 case of
Woodend LLC, at the behest of Synovus Bank, f/k/a The National
Bank of South Carolina, which said the case was filed in bad
faith.

Debtor Woodend LLC was formed in June 2011 from the merger of
Deertrack Investors, LLC, which owns a former golf course in Horry
County, South Carolina; and Woodend LLC, which owns residential
lots in North Carolina.

Deertrack has no employees, is generating no revenues, and no
business operations.  It is not authorized to do business in North
Carolina.  Deertrack is mired in state court litigation in South
Carolina with respect to the Deertrack Property.  The litigation
includes a dispute with Horry County over the zoning of the
Deertrack Property, and a separate dispute with homeowners who
live around the property who object to Deertrack's plans to
develop the real estate, and who want the golf course reopened.
Each of these cases has been pending for several years; however, a
decision has been made by a special master and confirmed by the
South Carolina Court in the homeowners' suit in favor of the
Debtor. That decision is now on appeal to the South Carolina Court
of Appeals.

Woodend was authorized to do business in North Carolina.  Woodend
and Deertrack have common owners.

Deertrack defaulted on its loan with Synovus.  In April 2010,
Synovus filed an action to foreclose its mortgage on the Deertrack
Property.  On May 20, 2011, the South Carolina Court entered
judgment in favor of Synovus for $2,926,448 as of May 17, 2011.
The Court also ordered the Deertrack Property sold at a
foreclosure sale on July 5, 2011.

Synovus does not have a claim against Woodend.

Woodend and Deertrack merged shortly before the bankruptcy
petition was filed.  The surviving entity was "Woodend, LLC,"
which filed on June 27, 2011, eight days before the scheduled
foreclosure sale.

The Debtor's Schedules reveal that the Debtor has generated no
income in 2011.  Gross revenues from "lot sales" in the amount of
$100,000 were reported for 2010.  As Woodend is the only entity
that has lots to sell, this revenue could only have been generated
by it.  However, the members of Deertrack LLC have invested more
than $3,000,000 in capital contributions for a portion of the
purchase price and for payment of ongoing operations.

The Debtor objected to Synovus' Dismissal Motion.  The Debtor
claimed it needs to reorganize and that the prepetition merger of
Woodend and Deertrack was done to minimize the cost of two
bankruptcy filings and to enable Woodend to funnel the equity in
its real property to support the Deertrack development efforts.
The Debtor presented evidence that the equity in the Woodend
Development is almost $900,000.

Judge Hodges, however, held that continuance of the Chapter 11
case would be objectively futile.  Deertrack has no current
business operations, other than the pursuit of litigation.
Deertrack has no revenues, no employees, no going concern to
preserve, and nothing to rehabilitate.  Quite simply there is
nothing to reorganize.  Furthermore, the interests of any parties
other than ownership and secured creditors are de minimus.
Virtually all of the unsecured creditors of the Debtor are
attorneys who have not been paid for services they provided to
Deertrack.

Additionally, a review of the Debtor's schedules shows that the
merged Debtor is not operating any business and has no cash flow.
Without a reliable source of income, the Debtor cannot sustain a
plan of reorganization to pay Synovus and other secured creditors.
The purported equity in the Woodend property -- even if more than
theoretical -- is not liquid and, thus, is not useful to the
debtor in the near term.  Moreover, the debtor appears wholly
dependent upon an infusion of funds from investors or its owners,
neither of which has been committed.  So, there is no realistic
reorganization in prospect.

Judge Hodges also said the case clearly involves another twist on
"the new-debtor syndrome."  Before the merger, Deertrack and
Woodend had no prior business relationship.  They were not related
in any way other than the fact that the same persons own them.
Deertrack and Woodend do not have the same secured creditors, nor
do they have the same unsecured creditors.  Yet, virtually on the
eve of the petition date, Woodend and Deertrack were combined to
form a new entity, the Debtor.  The Debtor then filed for
bankruptcy in North Carolina -- the result of which was
simultaneously to stay the imminent foreclosure sale of the
Deertrack Property and to force Synovus to go to another state to
protect its interest in the Deertrack Property.

Any other rationale for the creation of the debtor is belied by
the timing of the merger, Judge Hodges pointed out.  The merger
occurred shortly after the South Carolina Court entered judgment
in favor of Synovus in the foreclosure action on the Deertrack
property.  In addition, the new debtor then filed this bankruptcy
case in North Carolina.  While the bankruptcy case was not
immediate, there was no evidence of any unexpected intervening
event that precipitated the filing.  The effect of the debtor's
actions was unilaterally to wholly change the nature of Synovus'
borrower; to stop its imminent foreclosure in South Carolina; and
to stay and remove all collection efforts to North Carolina.  The
purpose for the merger and the filing of the case was to frustrate
the efforts of Synovus.

A copy of Judge Hodges' Aug. 24, 2011 Amended Order is available
at http://is.gd/2RWWbYfrom Leagle.com.

Woodend, LLC, aka Surving entity merger Woodend, LLC, and
Deertrack Investors, LLC, filed a Chapter 11 petition (Bankr. W.D.
N.C. Case No. 11-31672) in Charlotte, on June 27, 2011.  Richard
M. Mitchell, Esq., at Mitchell & Culp, PLLC, in Charlotte, serves
as counsel.  The Debtor scheduled $8,907,881 in assets and
$7,402,131 in liabilities.


W.R. GRACE: Loses Bid for Strategic "Confidential" Acquisition
--------------------------------------------------------------
W.R. Grace & Co. lost a highly confidential acquisition last month
and now wants the documents filed in connection with that
transaction destroyed.  Grace previously told Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware that the highly confidential potential strategic
transaction with the seller would significantly enhance its
business plan and growth strategy in coming years.

In April 2011, the Debtors executed a confidentiality agreement
with a seller in order to conduct preliminary due diligence
concerning a potential acquisition.  The Debtors subsequently
sought and obtained court authority to participate in a
competitive auction, and if selected as the winning bidder
thereafter consummate a proposed acquisition.  The Confidentiality
Agreement required the Debtors to file the Acquisition Motion and
certain other pleadings under seal.

Pursuant to that authority, the Debtors filed these pleadings
under seal:

  * the Acquisition Motion;

  * declaration of John James O'Connell III in support of the
    Acquisition Motion;

  * declaration of Jeremy Francis Rohen in support of the
    Acquisition Motion;

  * certification of counsel regarding amended order for the
    Acquisition Motion; and

  * supplemental declaration of Jeremy Francis Rohen in support
    of the Acquisition Motion.

On July 29, 2011, the Seller informed the Debtors that they were
not the successful bidder in the auction described in the
Acquisition Motion.  The Seller thereafter asked that the Debtors
destroy all Evaluation Material in their possession, including the
pleadings filed under seal.

Accordingly, the Debtors ask the Court to enter an order for the
return the Filed Under Seal Pleadings and the Unredacted
Acquisition Approval Order to the Debtors' counsel for
destruction.  The Debtors are requesting destruction of the
Unredacted Acquisition Approval Order in addition to the Filed
Under Seal Pleadings so that no materials relating to the proposed
acquisition remain in the Court's possession.

According to ICIS.com, Grace did not elaborate on other details of
the possible deal, including whether its catalyst or building-
materials division would acquire the business.  If the auction was
for a catalyst business, possible bidders could include
Albermarle, BASF, INEOS, and LyondellBasell, all of which produce
catalysts, the report notes.

ICIS.com says Albemarle would not comment on the auction, and BASF
and LyondellBasell did not immediately respond to requests for
comment.  A spokesman for INEOS's North American business was
unaware of any acquisitions by the company, the report relates.

ICIS.com speculates that the seller could be Dow Chemical.  The
news agency notes that earlier this year, sources in the financial
community said Dow was trying to sell its licensing and catalyst
business.  Dow's PP catalyst and licensing business includes its
UNIPOL, CONSISTA D7000 Donor and SHAC Catalyst process
technologies, the report relates.  Dow, however, did not
immediately respond to a request for comment, the report says.

The Court will convene a hearing on September 26, 2011, to
consider the request.  Objections are due on September 9.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Landis Roth Amends Rule 2019 Statement
--------------------------------------------------
Richard S. Cobb, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, filed with the Court an amended and restated
supplemental statement pursuant to Rule 2019 of the Federal Rules
of Bankruptcy Procedure to disclose that his firm:

  (a) no longer represents Catalyst Investment Management Co.,
      LLC, and York Capital Management Global Advisors, LLC;

  (b) now represents Barclays Bank PLC, Macquarie Bank Limited
      and Taconic Capital Advisors L.P.; and

  (c) Babson Capital Management, Inc. is now Massachusetts
      Mutual Life Insurance Company c/o Babson Capital
      Management, Inc., Halcyon Asset Mgmt LLC is now Halcyon
      Master Fund LP, and MSD Capital, L.P. is now MSD Credit
      Opportunity Master Fund L.P.

LRC is the Delaware counsel to these bank debt holders
representing them in their capacities as members of an informal
group of holders of the claims or as managers or advisors to those
holders:

  * Anchorage Advisors, LLC;
  * Archer Capital Management, L.P.;
  * Bank of America, N.A.;
  * Barclays Bank PLC;
  * Bass Companies;
  * Caspian Capital Advisors, LLC;
  * Farallon Capital Management, LLC;
  * Halcyon Master Fund LP;
  * Intermarket Corp.;
  * JP Morgan Chase, N.A. Credit Trading Group;
  * Loeb Partners Corporation;
  * Macquarie Bank Limited;
  * MSD Credit Opportunity Master Fund L.P.;
  * Normandy Hill Capital, LP;
  * Onex Debt Opportunity Fund, Ltd.;
  * P. Schoenfeld Asset Management, LLC;
  * Royal Bank of Scotland, PLC;
  * Taconic Capital Advisors;
  * Visium Asset Management, LP; and
  * Massachusetts Mutual Life Insurance Company c/o Babson
    Capital Management, Inc.;

The Firm also represents claimants injured by exposure to asbestos
from the Debtors' operations in Lincoln County, Montana, also
known as the Libby Claimants.  LRC also is Delaware counsel to (i)
JPMorgan Chase Bank as Administrative Agent for the Credit
Agreement dated as of May 14, 1998, and (ii) JPMorgan Chase Bank
as Administrative Agent for the 364-Day Credit Agreement dated as
of May 5, 1999.

Mr. Cobb assures the Court that LRC does not possess any claims
against or interests in the Debtors.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bankruptcy Claims-Trading Reaches 12-Month High
--------------------------------------------------
American Bankruptcy Institute reports that the value of bankruptcy
claims trading privately in the secondary market reached $3.55
billion last month, according to broker-dealer SecondMarket
Holdings Inc., the most since July 2010 when a record $12.7
billion of claims were exchanged.


* Smallest Firms Are More Delinquent in Repaying Debt
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that small firms are having a
harder time paying bills, according to a survey released today
from credit rating agency Experian, which looked at the credit
risk of businesses in June 2011.


* Sacramento Ranks Third in No. of Bankrupt Small Firms: Equifax
----------------------------------------------------------------
The Sacramento Bee reports that the Sacramento area has the third
most small business bankruptcies in the country during the first
quarter.

The Sacramento Bee, citing a new report from Equifax Inc., the
global consumer information provider, discloses that 434 small
businesses in the capital region filed for reorganization or
liquidation during the first three months of this year.

According to The Sacramento Bee, Equifax said that only
Los Angeles, with 1,048 filings, and the Riverside-San Bernardino
region, with 629 new cases, had more small business bankruptcies
during the first quarter.

Equifax said that Sacramento's first quarter filings are up nearly
50% from first quarter 2008, when 291 local companies filed for
bankruptcy protection, The Sacramento Bee reports.


* National Claim Filing Notices Preparation
-------------------------------------------
National Claim Filing has released its hosted Notices Filing
solution, in response to Bankruptcy Rule 3002, which mandates that
all escrow statements, post petition costs and fees, payment
changes and other notices to be filed with the U.S. courts by
December 1, 2011, it was announced today by Ram Iyer, Managing
Director.

The patented technology behind the NCF Notices filing solution
helps mortgage servicers, banks and attorneys standardize the
process of creating, filing and mailing notices and remain in
compliance with U.S. court district filing requirements.  It will
ensure that the debtor, debtor's attorney and chapter 13 trustees
are adequately notified in accordance with today's requirements.
The NCF platform also allows for single point automated creation
of Proof of Claims and Claim Transfers.

NCF is a hosted solution, so it is easily accessed in a secure
Internet environment.  The system automatically populates a
corporate branded letter, allowing the organization to print or
interface to a bulk mailing house.

                     About National Claim

National Claim Filing -- http://www.nationalclaimfiling.com/--
is a single point, fully automated forensic notices, proof of
claim preparation, filing and risk management system.  NCF helps
members of the financial services industry reduce a complex set of
tasks to a single, error-free processing environment.  It was
created for use by investors, mortgage loan servicers, financial
service companies and law firms with a bankruptcy practice.  The
NCF solution represents the combined input and talent of
Bankruptcy Court process experts, nationally respected law firms
and mortgage servicers.  The software was developed by an award-
winning technology company, Centergistic Solutions, which
specializes in real-time data collection and processing.


* Judge Kenney Appointed to Alexandria Bankruptcy Court
-------------------------------------------------------
The Fourth Circuit Court of Appeals has appointed Bankruptcy Judge
Brian F. Kenney to a 14-year term of office at the Eastern
District of Virginia, in Alexandria, effective Sept. 1, 2011.  The
term expires Aug. 31, 2025.

Judge Kenney can be reached at:

          United States Bankruptcy Court
          Martin V.B. Bostetter, Jr.
          United States Courthouse
          200 South Washington Street, Room 206
          Alexandria, VA 22314-5405
          Telephone: 703-258-1240
          Fax: 703-258-1239


* Mohsin Meghji to Leave Loughlin Meghji Effective Sept. 30
-----------------------------------------------------------
Mohsin Y. Meghji, principal and managing director at restructuring
advisory firm Loughlin Meghji + Company, will leave the firm
effective Sept. 30, 2011, to pursue other business opportunities.

"Mo and I have built a strong financial advisory and consulting
organization since we founded the firm almost a decade ago," said
James J. Loughlin, Jr., founding principal of LM+Co. "We will
always appreciate and value the contributions Mo made to our
business. Our firm will continue to deliver the insightful advice,
quality client service and superb execution that are the hallmarks
of our organization. We wish Mo well in his future endeavors."

"I am proud of the firm that Jim and I have built," said Mr.
Meghji. "It's been a great collaboration and I will always look
back on our work at LM+Co with great satisfaction."

Mr. Loughlin indicated that the Firm will be changing its name to
reflect Mr. Meghji's departure.

On the Net: http://www.lmco-ny.com/

Contacts:

          Owen Blicksilver PR
          Carol Makovich, 203-622-4781
          carol@blicksilverpr.com

               - or -

          Caroline Luz, 203-656-2829
          caroline@blicksilverpr.com


* BOOK REVIEW: The Folklore of Capitalism
-----------------------------------------
Author: Thurman W. Arnold
Publisher: Beard Books, Washington, D.C.
(reprint of 1937 book from Yale University Press). 400 pages.
Price: $34.95 ISBN 1-58798-025-8.

The book picks up where Arnold's previous book "The Symbols of
Government" left off.  In the first few chapters of fourteen
altogether there is some reiteration to give the content grounding
before Arnold gradually moves into the new topics he wants to take
up in this work.  New examples are inserted with this reiterated
material.  First written in 1937 as the Depression was dragging
out with no end in sight, Arnold tries to identify -- almost to
fix -- the basics of capitalism and democratic government it is
intertwined with.  The style is intellectual and searching, though
not conflicted or yearning (as in romanticism).

Arnold knows the elements of democracy he wants to identify and
also commend.  But keen-minded and unfailingly realistic as he is,
Arnold knows the prolongation of the Depression has put the
capitalist system under strain so that questions about its
effectiveness and desirability are being raised and the appeal of
other economic and political systems is strong.  Thus Arnold in
his complex, intellectual, legalistic manner not only hones in on
the fundamental principles, processes, and institutions of
democracy, but also implicitly and occasionally explicitly shows
the unsuitability of the European ideologies of Marxism,
Communism, Fascism whose appeal was growing in America.

This global political struggle -- which came to a head with the
outbreak of World War II a few years after the book was published
-- has to be kept in mind as the backdrop for Arnold's approach to
reminding readers of democracy's strengths and resources.  In the
circumstances of the time, it could by no means be taken as self-
evident that democracy was a preferable form of government.
Though Arnold with his acumen of human affairs and human nature
and both theoretical and practical knowledge of political science
is convinced that it is, he faces the challenge of delicately,
sympathetically, yet firmly and unmistakably informing others that
it is.  In doing this, he moves back and forth between principles
and ideals; actual and hypothetical practical circumstances; human
nature and requirements, interests, and desires; and a paradigm of
the concept of "individuality" and general social needs.

The word "folklore" in the title denotes a body of persons
something like a state, but not as formal or historical a body as
this term suggests.  To contemporary readers, the "folklore" in
the title might suggest a book of entertaining anecdotes or yarns
about capitalism; something like the foibles or amusing
misunderstandings of capitalism.  But at the time, "folklore" had
a nationalistic and cultural, in some cases ethnological
suggestion to it.  In Germany, for instance, "volk" was a concept
used by the Nazis in their rise to power.  The concept of the
"masses" was associated with Communism.  So Arnold is bringing out
how capitalism is embedded in the American public.  He's trying to
make readers more self-conscious of this so they will not
inattentively allow capitalism to be lost.

Arnold's book was written before today's major political,
economic, and cultural concerns of globalism, multiculturalism,
consumerism, immigration, etc., came about.  So he does not
address these explicitly.  Yet as his main interest is the
continuation of capitalism as this is proper to democratic
society, the subject matter is timeless.  Arnold writes a guide to
the recognition and preservation of the sources and pillars of
democracy in any time.

Before serving in Franklin Roosevelt's administration as the chief
trust buster, Thurman W. Arnold (1891-1969) from Wyoming was a
homesteader and sheep rancher in the still relatively undeveloped
West; and he was an artillery officer in France in World War I.
He was a founder of the Washington, D.C., law firm Arnold, Fortas,
and Porter.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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