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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

            Tuesday, August 30, 2011, Vol. 15, No. 240

                            Headlines

A LOTTA STORAGE: Voluntary Chapter 11 Case Summary
AEROGROW INTERNATIONAL: Eide Bailly Raises Going Concern Doubt
ALTEGRITY INC: Moody's Affirms 'B3'; Outlook Lowered to Negative
AMBAC FINANCIAL: In Talks, Moves Disclosures Hearing to Oct. 5
AMERICAN SCIENTIFIC: Robert Faber Appointed as Board Member

AMERIQUAL GROUP: S&P Withdraws 'B-' Corporate Credit Rating
ANGEL ACQUISITION: Incurs $32,000 Second Quarter Net Loss
BANNING LEWIS: Ultra Purchase of Colorado Springs Assets Delayed
BEHRINGER HARVARD: Posts $14.8 Million Net Loss in 2nd Quarter
BERNARD L. MADOFF: Trustee Hits Kuwaiti Bank with $45-Mil. Claims

BIO-BRIDGE SCIENCE: Posts $326,300 Second Quarter Net Loss
BIODELIVERY SCIENCES: Posts $5.1-Mil. Net Loss in 2nd Quarter
BOMBARDIER REC: Moody's Upgrades Corporate Family Rating to 'B2'
BONDS.COM GROUP: Incurs $272,000 Second Quarter Net Loss
BRIARWOOD CAPITAL: Trustee Removal Hearing Continued Until Oct. 24

BROOKFIELD OFFICE: S&P Assigns 'BB+' Global Scale Rating
CAPSALUS CORP: Incurs $845,000 Second Quarter Net Loss
CAREMORE HEALTH: Moody's Upgrades IFS Rating From 'Ba3'
CASPIAN SERVICES: Posts $3.9-Mil. Net Loss in Qtr. Ended June 30
CASTLE KEY: A.M. Best Affirms Financial Strength Rating at 'bb-'

CCB INVESTORS: Initial Status Conference on Sept. 9
CCB INVESTORS: Sec. 341 Creditors' Meeting Set for Sept. 28
CCB INVESTORS: Can't Use Rent to Fund Bankruptcy, Lender Says
CENGAGE LEARNING: Moody's Changes Rating Outlook to Stable
CENTRAL ENERGY: Posts $589,000 Net Loss in 2nd Quarter

CHANTICLEER HOLDINGS: Posts $225,900 Net Loss in 2nd Quarter
CHINA DU KANG: Incurs $260,000 Net Loss in Second Quarter
CHINA IVY: Posts $668,400 Net Loss in Q2 Ended June 30
CIT GROUP: DBRS Assigns 'BB' to Revolving 1st Lien Facility
CITADEL BROADCASTING: Radio Host Files Suit Over Employment Breach

CLEAN ARENA: Case Summary & 19 Largest Unsecured Creditors
COLONIAL BANCGROUP: Trustee Sues Accounting, Legal Firms
COMCAM INTERNATIONAL: Incurs $446,000 Net Loss in June 30 Quarter
COMMONWEALTH BANKSHARES: Gets Non-Compliance Notice from NASDAQ
COMMONWEALTH BIOTECH: Reports $51,800 Second Quarter Net Income

CORDOBA-RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary
COSI INC: Receives Nasdaq Notice of $1 Minimum Bid Price
CRAWFORD FURNITURE: Case Summary & 20 Largest Unsecured Creditors
CRC HEALTH: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
DAE AVIATION: S&P Affirms 'B-' Corporate; Outlook Now Stable

DIGITILITI INC: Incurs $819,000 Second Quarter Net Loss
DOT VN: Vietnamese IDNs Registrations Exceed 320,000
DULCES ARBOR: U.S. Trustee Unable to Form Committee
EARTH SEARCH: Incurs $887,900 Net Loss in June 30 Quarter
EDGEWAVE INC: June 30 Balance Sheet Upside-Down by $14.1 Million

ELEPHANT & CASTLE: Wants ComEd to Offset Claim From Cash Deposit
ENERGY FUTURE: Fitch Affirms 'CCC' Issuer Default Rating
ESP RESOURCES: Posts $1.2 Million Net Loss in 2nd Quarter
EVERGREEN ENERGY: To Settle Cook & Bitonti Litigation for $2-Mil.
EVERGREEN SOLAR: Presidio Tech Objects to Stalking Horse Plan

EVERGREEN SOLAR: 341(a) Creditors' Meeting Set on Sept. 20
FENTON SUB: Hearing on Cash Collateral Continued Until Sept. 19
FISHER ISLAND: Court Denies Oxana Adler's Motion to Dismiss Case
FISHER ISLAND: Court Approves Withdrawal of Bast Amron as Counsel
FKF MADISON: Hfz Capital Works With Amalgamated Bank to Close Deal

FNB UNITED: Remains Listed on The Nasdaq Stock Market
FULLCIRCLE REGISTRY: Posts $120,900 Net Loss in 2nd Quarter
FUSION TELECOMMUNICATIONS: Borrows $84,000 from Director
GAMESTOP INC: S&P Affirms 'BB+' Corporate Credit Rating
GENERAL MARITIME: Common Stock Price Falls Below NYSE's Threshold

GREEN ENERGY MANAGEMENT: Posts $788,000 Net Loss in 2nd Quarter
H&S JOURNAL: Burnside Estate Trustee Wants to Sell Real Property
HARRISBURG, PA: Trying to Stave Off Default With Loan
HARRISBURG, PA: Likely to Default Bond Payment
HERCULES OFFSHORE: Files Form S-8; Registers 5 Mil. Common Shares

HOMELAND SECURITY: Sells Nexus to N.A. Video for $2.8-Mil.
HORIZON LINES: Signs Modified Agreement With Noteholders
HOVENSA LLC: Moody's Assigns 'Ba2' Corporate Family Rating
I/OMAGIC CORP: Incurs $340,000 Net Loss in Second Quarter
IDO SECURITY: Incurs $1.7 Million Second Quarter Net Loss

INDIANAPOLIS DOWNS: Cordish Wins Nod of $600MM Defamation Suit
INNOLOG HOLDINGS: Incurs $431,800 Net Loss in Second Quarter
INTERMETRO COMMUNICATIONS: Has $345,000 Net Income in 2nd Quarter
JACOB ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
JCK HOTELS: Court Approves Dae Hyun as Financial Advisor

JUNIPER GROUP: Incurs $1.3 Million Net Loss in Second Quarter
K-V PHARMACEUTICAL: Amends $225-Mil. Senior Notes Exchange Offer
KEELEY AND GRABANSKI: Wants Trustee's Case Conversion Plea Denied
KRISPY KREME: S&P Withdraws 'B-' Corporate Credit Rating
LIBBEY INC: Southpoint Discloses 5.08% Equity Stake

MANISTIQUE PAPERS: Ch. 7 Conversion Withdrawn; mBank Replaces RBS
MARCO POLO: U.S. Trustee Appoints 3-Member Creditor's Panel
MEDCLEAN TECHNOLOGIES: To Restate 2010 Financial Reports
MEDICAL BILLING: Unit Inks $7.5-Mil. Loan Pact with Guggenheim
MIDLAND INSURANCE: NY Court Upholds Decision to Reject Everest Bid

MISCOR GROUP: Reports $501,000 Net Income in Q2 Ended July 3
MOUNTAIN PROVINCE: Ceases Talks With Interested Parties
MXENERGY HOLDINGS: Suspends Filing of Reports with SEC
NATIONAL LIFE: A.M. Best Cuts Financial Strength Rating to 'C++'
NATIONWIDE MUTUAL: Fitch Affirms 'BB+' Pref. Securities Rating

NEPHROS INC: Posts $602,000 Net Loss in 2nd Quarter
NEXTMART INC: Incurs $47,000 Second Quarter Net Loss
NOVADEL PHARMA: Signs Exclusive License Agreement with Rechon
NUTRA PHARMA: Posts $598,000 Net Loss in Q2 Ended June 30
NUTRITION 21: In Chapter 11; Oct. 21 Deadline for Asset Bids

ONCOVISTA INNOVATIVE: Posts $577,900 Net Loss in 2nd Quarter
OSI RESTAURANT: Inks Consulting Services Pact With William Allen
PACIFIC GOLD: Posts $492,500 Net Loss in Q2 Ended June 30
PACIFIC HIGH: Retains FocalPoint to Explore Strategic Alternatives
PAWS PET: Posts $14.4 Million Net Loss in 2nd Quarter

PCS EDVENTURES!.COM: Posts $607,100 Net Loss in Q1 Ended June 30
PHILLIPS RENTAL: Parties-in-Interest Wants Plan Outline Denied
PHILLIPS RENTAL: Motion to Prohibit Cash Collateral Use Withdrawn
PIEDMONT CENTER: Sec. 341(a) Meeting of Creditors on Sept. 13
PREMIER TRAILER: Judge Extends Timeline for Chapter 11 Plan

PREMIER TRAILER LEASING: Case Summary & Largest Unsec. Creditors
PROBE MANUFACTURING: Reports $32,200 Net Income in 2nd Quarter
PROTEONOMIX INC: Incurs $274,000 Net Loss in Second Quarter
PURESPECTRUM INC: Incurs $501,000 Net Loss in Second Quarter
QR PROPERTIES: Sept. 8 Plan Confirmation Hearing Set

QUALITY DISTRIBUTION: Inks $250-Mil. New ABL Facility with BoA
QUAMTEL INC: Incurs $1.3 Million Net Loss in Second Quarter
QUANTUM CORP: 9 Directors Elected at Annual Meeting
QUANTUM CORP: Soros Fund Discloses 6% Equity Stake
QUANTUM FUEL: Sells $1.1 Million Notes & Warrants

QUEBEC LP: S&P Assigns 'B' Corporate After Sale to Lassonde
QUEPASA CORP: Files Amendment No.2 to 5MM Common Shares Offering
RADIATION THERAPY: S&P Affirms 'B' Corporate Credit Rating
RADIENT PHARMACEUTICALS: Appoints Leonard Reyno to Board
RADIO MULTI: Case Summary & 2 Largest Unsecured Creditors

RADIO ONE: Files Form 10-Q; Posts $101.2MM Net Income in Q2
RANCHER ENERGY: Filing of Fiscal 2011 Report Delayed
RASER TECHNOLOGIES: SEC Objects to Amended Ch. 11 Liquidation Plan
RASER TECHNOLOGIES: U.S. Trustee, Creditors Object to Ch. 11 Plan
RAY ANTHONY: Motion for Adequate Protection Payments Withdrawn

RCC NORTH: Withdraws Cash Collateral Motion After Bank Foreclosure
REAL MEX RESTAURANTS: Incurs $75.4-Mil. 2nd Quarter Net Loss
REAL MEX RESTAURANTS: Donald Roach Resigns from Board
RED EAGLE: Blames Economic Downturn for Chapter 11 Filing
REFLECT SCIENTIFIC: Posts $390,500 Net Loss in 2nd Quarter

REGAL PLAZA: Creditor Wants Application to Employ Justmann Denied
RENEGADE HOLDINGS: Oct. 4 Auction for 3 Tobacco Companies
RESPONSE BIOMEDICAL: Incurs C$719,700 Net Loss in 2nd Quarter
RIDGE PARK: Court Extends Schedules Deadline to Aug. 19
RIO RANCHO: Can Access WSB Cash Collateral Until August 31

RIVER ROAD: Appeals Rejected Asset Sale in High Court
RIVER ROCK: Reports $11.9 Million Operating Income in 2nd Quarter
ROBB & STUCKY: Wells Fargo Seeks Stay Relief to Exercise Rights
ROPER BROTHERS: Petersburg Meets on Plan to Underwrite Bond
ROSETTA RESOURCES: S&P Affirms 'B' Corporate Credit Rating

RUBICON FINANCIAL: Reports $77,400 Net Income in 2nd Quarter
RUSSIAN RIVER: Files for Chapter 11 Bankruptcy Protection
RYLAND GROUP: Leslie Frecon Resigns from Board
SAIGON VILLAGE: East West Deal Okayed; Ch. 11 Case Dismissed
SALEM CITY: Moody's Lowers General Obligation Rating to 'Ba3'

SAN DIEGO CIVIC: Poor Economic Conditions Cue Bankruptcy Filing
SATISFIED BRAKE: Court Stays Ruling BPI's Motion for Stay Relief
SBARRO INC: Employs Steinberg Fineo as Special Counsel
SBARRO INC: Employs Marotta Gund for 13-Week Cash Flow Forecast
SBARRO INC: Seeks Approval of Key Employee Incentive Plan

SEALED AIR: Moody's Assigns P(Ba1) Ratings to Secured Facilities
SEALED AIR: S&P Assigns 'BB+' Ratings to Sr. Secured Facilities
SEARS HOLDINGS: Q2 Loss Widens; Markdowns Hurt Sales, Margins
SEAWORLD PARKS: S&P Affirms 'BB-' Corporate Credit Rating
SEMCRUDE LP: Fraud Suit Against Ex-CEO Sent Back to State Court

SHASTA LAKE: Hires Downey Brand as Counsel
SHENGDATECH INC: Court Approves Michael Kang as CRO
SHILO INN: Can Continue Using OneWest Collateral Until Nov. 30
SIGNATURE STYLES: Creditor Groups Resolve Battle Over Pending Sale
SIGNATURE STYLES: Court Approves Cooley as Panel's Lead Counsel

SIGNATURE STYLES: Wells Fargo $1.25-Mil. Letter of Credit Okayed
SILVERTON ACQUISITIONS: Files for Bankruptcy Protection
SILVERLEAF FINANCIAL: Gives Up Pine Canyon Golf Club to Lender
SKYSHOP LOGISTICS: Two Directors Elected at Annual Meeting
SLM CORPORATION: Moody's Assigns 'Ba1' Corporate Family Rating

SMART-TEK SOLUTIONS: Incurs $599,000 Loss in 2nd Quarter
SMITHFIELD FOODS: Moody's Upgrades CFR to Ba3; Outlook Stable
SOCIETY OF JESUS: Oregon Emerges From Chapter 11 Bankruptcy
SOLAR DRIVE: Hires Carolyn A. Dye as Bankruptcy Counsel
SOLAR DRIVE: Files Schedules of Assets & Liabilities

SOLAR ENERTECH: Posts $1.3 Million Net Loss in Q3 Ended June 30
SOMERSET PROPERTIES: Wants Plan Exclusivity Until Confirmation
SONOMA VINEYARDS: Files for Chapter 11 Bankruptcy Protection
SOUTH POINTE: Filed for Ch. 11 to Stop TotalBank Foreclosure
SOVRAN LLC: Taps Bullivant Houser as Bankruptcy Counsel

SPANISH TRAIL: Files for Bankruptcy to Keep Control of Golf Club
SPANISH TRAIL: Case Summary & 20 Largest Unsecured Creditors
SPECIALIZED TECHNOLOGY: S&P Puts 'B+' CCR on Watch Positive
SPECIALTY PRODUCTS: Urges Judge to Reconsider Discovery Bid
SPX CORP: CLYDEUNION Acquisition Cues Fitch to Put Low-B Ratings

SPX CORP: Moody's Reviews 'Ba1' Ratings for Possible Downgrade
SPX CORP: S&P Affirms BB+ Corp. Credit Rating; Outlook Negative
SQUAMISH RENAISSANCE: Forced Into Court-Ordered Receivership
ST. VINCENT: Judge Approves Sale of Nursing Home for $34 Mil.
STACKPOLE POWERTRAIN: Moody's Assigns 'B2' Corp. Family Rating

STANADYNE HOLDINGS: Incurs $929,000 Second Quarter Net Loss
STAR WEST: S&P Rates $650-Mil. Sr. Secured Term Loan at 'BB-'
STEAK N SHAKE: S&P Assigns Prelim. 'B' Corp. Credit Rating
STERLING MINING: Terminates Registration of Common Stock
STEVE & BARRY'S: Cerberus Can't Blame Paul Hastings for $55MM Loss

STRATEGIC AMERICAN: Enters Into LOI to Acquire SPE Navigation
STRATUM HOLDINGS: Reports $2.8 Million Net Income in 2nd Quarter
STRATUS MEDIA: Incurs $2 Million Second Quarter Net Loss
SUFFOLK BANCORP: Gets Notice of Non-Compliance From NASDAQ
SUMMIT III: Sec. 341 Meeting of Creditors on Sept. 20

SUMMIT ACCOMMODATORS: Progressive Challenges Settlement Claims
SUMNER REGIONAL: Settlement Deal with LifePoint Acquisition OK'd
SUN-TIMES MEDIA: Court Approves Chapter 11 Liquidation Plan
SUSTAINABLE ENVIRONMENTAL: Reports $319K Net Income in 2nd Quarter
SUPERCONDUCTOR TECHNOLOGIES: Posts $3.2MM Net Loss in 2nd Quarter

SW BOSTON: Has Until Aug. 31 to Contest Prudential Life's Liens
SWADENER INVESTMENT: Wants to Complete Negotiations with Creditors
SWADENER INVESTMENT: Wants Access to Valley Nat'l Bank Financing
SYNCHRONOUS AEROSPACE: Moody's 'Caa1' Corporate Rating
SYNTERRA 3020: Inland Mortgage Granted Stay Relief

TAO-SAHI LP: Wants Access to S2 Cash Extended for Add'l 90 Days
TAREK IBN: To Proceed With Closure and Dissolution in Court
TASANN TING: Court Approves Settlement on Use of Cash Collateral
TASANN TING: To Make $80,500 Adequate Protection Payment to Lender
TAVERN ON THE GREEN: Has $1.3-Mil. Lead Bid for IP Assets

TBS INT'L: Needs to Raise Add'l Funds to Facilitate Repayments
TC GLOBAL: Incurs $295,000 Net Loss in July 3 Quarter
TDL INVESTMENTS: Files For Chapter 7 Bankruptcy Protection
TELETOUCH COMMUNICATIONS: Stratford Discloses 36.1% Equity Stake
TELETOUCH COMMUNICATIONS: Inks RRA with Stratford and RRGC

TELTRONICS INC: Unable to Timely File Form 10-Qs
TEMPEL STEEL: S&P Assigns 'B' Corporate Credit Rating
TENSAR CORP: S&P Affirms Corporate Credit Rating at 'CCC'
TEXAS RANGERS: Tom Hicks Faces Lawsuit From Administrator
TEXAS ROADRUNNER: Stetson's Saloon in Chapter 11 Bankruptcy

THAMES PRINTING: Faces Chapter 7 Involuntary Filing From Creditors
THERMODYNETICS INC: Posts $166,000 Net Loss in June 30 Quarter
THERMOENERGY CORP: Incurs $3-Mil. Net Loss in 2nd Quarter
THERMOENERGY CORP: CCR LLP Hired as Independent Accountants
THERMOENERGY CORP: Issues 1.2 Million Series B Preferred Shares

THERMOENERGY CORP: Amends Form S-1 Registration Statement
TIB FINANCIAL: Reports $960,000 Net Income in Second Quarter
TIMOTHY SMITH: Files for Chapter 11 Bankruptcy Protection
TITAN ENERGY: Incurs $900,000 Second Quarter Net Loss
TITAN SPECIALTIES: S&P Puts 'B-' Corporate on Watch Positive

TOWNSENDS INC: Seeks to Find Buyer for Poultry Processing Plant
TP INC: Files Complaint against BofA Re 3674 Island Dr. Property
TP INC: Files Complaint against BofA and Jonathan Joyner
TRADE UNION: Can Use Cash Collateral of Bank Group Until Sept. 1
TRAILER BRIDGE: Incurs $3.6 Million Second Quarter Net Loss

TRAILER BRIDGE: Nickel Reesema Resigns as Director
TRAILER BRIDGE: Falls Below Nasdaq's Market Value Threshold
TRANS ENERGY: Incurs $787,000 Second Quarter Net Loss
TRANS ENERGY: Clarence Smith Discloses 6.9% Equity Stake
TRANSPECOS FOODS: Wins Final OK to Tap Cash Collateral

TRANSWEST RESORT: JPMCC 2007-C1 Wants Exclusive Periods Terminated
TRAVELPORT LLC: Moody's Lowers CFR to Caa1; Outlook Negative
TRIAD GUARANTY: Incurs $4.4 Million Net Loss in Second Quarter
TRIBUNE CO: Service for Committee Suits Extended Until 2012
TRIBUNE CO: BofA Seeks Telephonic Hearing on SLCFC Order Dispute

TRIBUNE CO: Parties Close to Settlement in ESOP Lawsuit
TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
TRICO MARINE: Plan Declared Effective on Aug. 11
TRIMAS CORP: S&P Affirms 'B+' Corporate Credit Rating
TRIUMPH GROUP: Moody's Affirms 'Ba2' Corporate Family Rating

TRIUS THERAPEUTICS: Board Adopts Executive Severance Benefit Plan
TROPICANA PARTNERS: Lender Wants to Foreclose on Property
TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
U-SWIRL INC: Posts $47,700 Net Loss in 2nd Quarter
ULTIMATE ESCAPES: Files Amended Chapter 11 Plan of Liquidation

ULTIMATE ESCAPES: Committee Objects to Exclusivity Extension
ULURU INC: Posts $1 Million Net Loss in 2nd Quarter
UNION PACIFIC: Moody's Maintains '(P)Ba1' Pref. Shelf Ratings
UNIQUE WIRELESS: Files for Chapter 7 Bankruptcy Protection
UNIVERSAL BIOENERGY: Engages Bongiovanni as New Accountants

UNIVERSAL CITY: Fitch Keeps Watch Positive on 'BB+' Issuer Rating
UNIVITA HEALTH: S&P Assigns 'B' Corporate Credit Rating
URBAN BRANDS: Court Sets Sept. 7 Plan Disclosures Hearing
URBAN BRANDS: Plan Exclusivity Extended to Sept. 19
U.S. POSTAL SERVICE: Looks to Cut Up to 120,000 Jobs

US XPRESS: S&P Affirms Corp. Credit Rating at 'B+'; Outlook Neg.
USA UNITED: MV Transportation Acquires Firm for $9 Million
VALCOM INC: Posts $542,300 Net Loss in Q3 Ended June 30
VALENCE TECHNOLOGY: Obtains Favorable Ruling on Patent Lawsuit
VALLEY FORGE: Posts $407,600 Net Loss in 2nd Quarter

VIDEO MONITORING: Files for Chapter 7 Liquidation
VOICESERVE INC: Posts $1.1 Million Net Loss in Q1 Ended June 30
VONAGE HOLDINGS: S&P Withdraws 'B+' CCR Following Financing
WARNER MUSIC: Board Elects Edgar Bronfman as Chairman
WAXESS HOLDINGS: Sells 101 Units to Investors for $2.5 Million

WEST CORP: Files 6th Amendment to Form S-1 Registration
WESTERN COMMUNICATIONS: Case Summary & 17 Largest Unsec Creditors
WESTERN EXPRESS: Moody's Lowers Corp. Family Rating to 'Caa2'
WEYERHAEUSER CO: Fitch Affirms 'BB+' Issuer Default Rating
WILLIAM LYON: Fails to Pay $2.9-Mil. Interest on 7 1/2% Sr. Notes

WIZZARD SOFTWARE: Incurs $428,700 Net Loss in 2nd Quarter
ZDAY COR: Files for Chapter 7 Bankruptcy Protection

* New York's Attorney General Spars in Foreclosure Negotiations
* Appeals Court Restores Sanctions Against Foreclosure Law Firm
* S&P Warns of Spike in European Leveraged Loan Defaults

* Attorney Courtney G. Tito Joins McDonald Hopkins Law Firm

* Large Companies With Insolvent Balance Sheets


                            *********


A LOTTA STORAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: A Lotta Storage & Mail Etc-Marana, LLC
        24901 Dana Point Harbor Drive, Suite 230
        Dana Point, CA 92629

Bankruptcy Case No.: 11-24527

Chapter 11 Petition Date: August 25, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Sally M. Darcy, Esq.
                  MCEVOY, DANIELS & DARCY P.C.
                  Camp Lowell Corporate Center
                  4560 East Camp Lowell Drive
                  Tucson, AZ 85712
                  Tel: (520) 326-0133
                  Fax: (520) 326-5938
                  E-mail: DarcySM@aol.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Warren Allen, manager.


AEROGROW INTERNATIONAL: Eide Bailly Raises Going Concern Doubt
--------------------------------------------------------------
AeroGrow International, Inc., filed on Aug. 15, 2011, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.

Eide Bailly LLP, in Fargo, North Dakota, expressed substantial
doubt about AeroGrow International's ability to continue as a
going concern.  The independent auditors said the Company does not
currently have sufficient liquidity to meet its anticipated
working capital, debt service and other liquidity needs in the
near term.

The Company reported a net loss of $7.9 million on $11.3 million
of product sales for the year ended March 31, 2011, compared with
a net loss of $6.3 million on $17.3 million of product sales for
the year ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $6.2 million
in total assets, $8.1 million in total liabilities, and a
stockholders' deficit of $1.9 million.

A copy of the Form 10-K is available at http://is.gd/IQUkPQ

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office d‚cor
markets.


ALTEGRITY INC: Moody's Affirms 'B3'; Outlook Lowered to Negative
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings outlook on
Altegrity, Inc. to negative from positive. All ratings were
affirmed, including the B3 Corporate Family and Probability of
Default ratings.

Ratings affirmed (LGD point estimates adjusted, as noted):

Corporate Family Rating, B3

Probability of Default Rating, B3

$90 million first lien revolver expiring 2013, B1 (to LGD 2, 28%
from LGD 3, 31%)

$1, 229 (originally $1,385) million first lien term loans due
2015, B1 (to LGD 2, 28% from LGD 3, 31%)

$290 million 10.5% senior unsecured notes due 2015, Caa2 (LGD 5,
to 79% from 81%)

$210 million 12% senior unsecured notes due 2015, Caa2 (LGD 5, to
79% from 81%)

$150 million 11.75% senior subordinated notes due 2016, Caa2 (LGD
6, to 93% from 94%)

RATINGS RATIONALE

The change in outlook to negative from positive reflects Moody's
expectation that consolidated revenue and earnings will decline
materially over the near-term, causing financial leverage (total
debt/EBITDA) to approach 7 times. Meanwhile, the net senior
secured leverage covenant is scheduled to step-down in September
2012, making Altegrity's ability to comply with this covenant more
difficult and potentially reducing revolver availability.

Altegrity's high-margin background investigations contract with
the Office of Personnel Management, which comprised about 28% of
pro forma LTM revenue and a larger percentage of earnings, is
scheduled to expire on September 30, 2011. "Even if successful in
renewing this contract, Altegrity's USIS segment may experience
double-digit volume declines in FY12 due to budgetary pressures at
the U.S. government", stated Moody's analyst Suzanne Wingo.
"Additionally, pricing concessions are typical in federal
government contract renewals. Thus, we expect lower volumes at
reduced prices to result in considerably lower EBITDA."

The B3 Corporate Family Rating is further constrained by recent
margin compression in the Kroll Ontrack segment and the
vulnerability of other business lines to weak macroeconomic
conditions and unemployment trends. The rating is supported by the
company's revenue size and service line diversity, brand value,
positive cash flow generation, and recent debt reduction made from
the proceeds of a divestiture.

While not expected in the medium term, the ratings could be
upgraded if the USIS segment's revenue and cost structure
stabilize such that financial leverage can be sustained below 6
times with minimal addbacks to EBITDA. The ratings could be
downgraded if operating performance declines greater than
currently expected, such that interest coverage (EBITDA less capex
to interest) approaches 1 time, liquidity tightens, or the capital
structure appears unsustainable.

The principal methodology used in rating Altegrity, Inc. was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Altegrity, Inc. provides a broad range of information, security,
training, investigations, analytics, financial advisory and
technology services to governmental and commercial clients.
Headquartered in Falls Church, Virginia, Altegrity is principally
owned by investment funds affiliated with Providence Equity
Partners. Revenue in the twelve months ended June 30, 2011 was
approximately $1.5 billion, pro forma for acquisitions and
divestitures.

Moody's adopts all necessary measures so that the information it
uses in assigning a rating is of sufficient quality and from
sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some ratings were first released goes back to a
time before Moody's ratings were fully digitized and accurate data
may not be available. Consequently, Moody's provides a date that
it believes is the most reliable and accurate based on the
information that is available to it.


AMBAC FINANCIAL: In Talks, Moves Disclosures Hearing to Oct. 5
--------------------------------------------------------------
Ambac Financial Group, Inc., said Friday that, as a result of
ongoing negotiations with the Commissioner of Insurance of the
State of Wisconsin and Ambac Assurance Corporation, it has
rescheduled for Oct. 5 and 6, 2011, the hearing relating to the
approval of the Disclosure Statement for the Plan of
Reorganization of Ambac Financial, dated July 6, 2011, each as
filed with the U.S. Bankruptcy Court and as may be amended, to
provide additional time for the parties to mediate the outstanding
issues between Ambac Financial and Ambac Assurance.  The
Bankruptcy Court hearing relating to the confirmation of the Plan
has been rescheduled for Dec. 8 and 9, 2011.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERICAN SCIENTIFIC: Robert Faber Appointed as Board Member
-----------------------------------------------------------
American Scientific Resources, Incorporated's Board of Directors
appointed Mr. Robert T. Faber to serve as a member of the Board
and Chairman of the Board's Audit Committee.  In connection with
the appointment, on Aug. 22, 2011, the Company entered into a
Director Agreement with Mr. Faber.  The term of the Director
Agreement is from Aug. 22, 2011, through the Company's next annual
stockholders' meeting.  At the option of the Board, the Director
Agreement may be automatically renewed on such date that Mr. Faber
is re-elected to the Board.  In connection with the appointment,
the Company issued to Mr. Faber (i) a warrant exercisable for
100,000 shares of common stock of the Company for his service on
the Board and (ii) a warrant exercisable for 50,000 shares of
common stock of the Company for his service as Chairman of the
Audit Committee.

Mr. Faber has 20 years of experience in diverse financial
management, business and acquisitions.  Since 2003, Mr. Faber has
held various positions at Comstock Mining, Inc., a publicly traded
precious metals company, including President, Chief Executive
Officer and Chief Financial Officer.  At Comstock, Mr. Faber has
several responsibilities, including managing Comstock's reporting
and disclosure obligations to the U.S. Securities and Exchange
Commission, as well as securing financing for operations and
management functions.  Prior to joining Comstock, Mr. Faber served
as the Vice President of United Site Services, Inc., a privately
held consolidator in the waste services industry, from 2002 to
2003.  Additionally, Mr. Faber served as an executive with Allied
Waste Industries, overseeing a $1.2 billion, multi-state area,
from 2001 to 2002.  Mr. Faber is also currently a director of
Mustang Alliances, Inc., a natural resource company engaged in the
exploration of mineral properties.  He has served in such role
since July 2011.  Mr. Faber graduated from St. Johns University
with a B.S. in Accounting in 1982.  The Company believes that Mr.
Faber's experience in capital raising and financial planning will
help the Company develop its business strategies and thus will be
a valuable addition to the Board.

There is no family relationship between Mr. Faber and any of the
Company's directors or officers.

                      About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company's balance sheet at June 30, 2011, showed $1.38 million
in total assets, $9.28 million in total liabilities, and a
$7.90 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMERIQUAL GROUP: S&P Withdraws 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Evansville, Ind.-based AmeriQual Group LLC, including the 'B-'
corporate credit rating. "We then withdrew the ratings at the
company's request following a refinancing of its rated debt
earlier this year with a new credit facility that does not require
the maintenance of a credit rating. Standard & Poor's does not
rate any of the company's outstanding debt issues," S&P related.

"This rating action follows a request from the issuer to withdraw
our ratings on the company," S&P said.


ANGEL ACQUISITION: Incurs $32,000 Second Quarter Net Loss
---------------------------------------------------------
Biogeron, Inc., formerly known as Angel Acquisition Corp., filed
with the U.S. Securities and Exchange Commission its quarterly
report on Form 10-Q reporting a net loss of $32,618 on $6,000 of
real estate revenue for the three months ended June 30, 2011,
compared with net income of $1.20 million on $47,278 of real
estate revenue for the same period during the prior year.

The Company also reported a net loss of $430,296 on $24,355 of
real estate revenue for the six months ended June 30, 2011,
compared with net income of $1.31 million on $76,308 of real
estate revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $64,945 in
total assets, $272,289 in total liabilities, and
a $207,344 total stockholders' deficit.

As reported by the TCR on April 13, 2011, Gruber & Company, LLC,
Lake Saint Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditor noted that the
Company has been unable to generate sufficient operating revenues
and has incurred operating losses.

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

                        http://is.gd/maUWMs

                      About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp., now known as
BioGeron, Inc., was incorporated under the laws of the state of
Nevada on March 10, 1999, under the name Palomar Enterprises, Inc.
On February 5, 2008, the Company changed its name to Angel
Acquisition Corp. to properly reflect the change in business
direction.  The Company assists private companies in the process
of going public as well as being a licensed mortgage broker and
developer.


BANNING LEWIS: Ultra Purchase of Colorado Springs Assets Delayed
----------------------------------------------------------------
Deon Daugherty, reporter at Houston Business Journal, says Ultra
Petroleum Corp.'s bid to buy undeveloped real estate in Colorado
Springs has been further delayed by a federal bankruptcy court in
Delaware.

According to the report, the Houston-based company has offered
to buy 18,000 acres in the Banning Lewis Ranch area for $26.2
million.  The land was slated for the building of 75,000 homes,
but the owners have filed for Chapter 11 bankruptcy protection.

The city is fighting Ultra's big because the town is otherwise
landlocked; the only way for it to grow is through the Banning
Ranch area.  Ultra wants to explore the property for oil and gas
resources.

The report notes the case was originally scheduled to be heard
July 28.  Now, Ultra and the city are expected to resume
negotiations, and the court date is reset for Aug. 24.

Ultra Petroleum Corp. is an independent oil and gas company
engaged in the development, production, operation, exploration and
acquisition of oil and natural gas properties.  The Company is
incorporated under the laws of the Yukon Territory, Canada.  The
Company is headquartered in Houston.

                         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.


BEHRINGER HARVARD: Posts $14.8 Million Net Loss in 2nd Quarter
--------------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP filed its
quarterly report on Form 10-Q, reporting a net loss of
$14.8 million on $5.4 million of revenues for the three months
ended June 30, 2011, compared with a net loss of $5.7 million on
$6.0 of revenue for the same period last year.

The Company reported a net loss of $20.1 million on $11.4 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $10.3 million on $11.0 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$164.3 million in total assets, $155.9 million in total
liabilities, and stockholders' equity of $8.4 million.

The Plaza Skillman property, which is nonrecourse to the Company,
was placed into receivership in October 2010 and the Company
transferred ownership, pursuant to a foreclosure, to the
associated lender on July 5, 2011.

The Company also received notice from the lender that the 5050
Quorum property would be foreclosed upon on Aug. 2, 2011.  The
property was not placed into foreclosure on that date and the
Company is continuing discussions with the lender to modify and
extend the loan agreement.  The loan associated with the property,
which had an outstanding balance of $10.0 million at June 30,
2011, is recourse to the Company.

As a result of the foreclosure of the Plaza Skillman property, the
Company or its subsidiaries are currently in default on
$63.2 million of the $68.1 million that is due in the next twelve
months.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/FF9R9f

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company owned, as of June
30, 2011, interests in three office building properties, one
shopping/service center, a hotel redevelopment with an adjoining
condominium development, two development properties and
undeveloped land.


BERNARD L. MADOFF: Trustee Hits Kuwaiti Bank with $45-Mil. Claims
-----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the trustee
recovering funds for Bernard Madoff's Ponzi victims filed a salvo
of clawback suits in New York bankruptcy court, including cases
against National Bank of Kuwait SAK and an Italian investment fund
over $45 million they received from the scheme.

Law360 relates that trustee Irving Picard claims that National
Bank of Kuwait and Unifortune Asset Management SGR SPA pocketed
$18.7 million and $26.7 million, respectively, from Fairfield
Sentry Ltd., a major feeder fund for Madoff`s $65 billion Ponzi
scheme.

                    About Bernard L. Madoff

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

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

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

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

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

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


BIO-BRIDGE SCIENCE: Posts $326,300 Second Quarter Net Loss
----------------------------------------------------------
Bio-Bridge Science, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $326,367 on $21,207 of revenue for the
three months ended June 30, 2011, compared with a net loss of
$503,143 on $24,077 of revenue for the same period last year.

The Company reported a net loss of $742,298 on $36,340 of revenue
for the six months ended June 30, 2011, compared with a net loss
of $2.5 million on $48,906 of revenue for the same period of 2010.

The Company's balance sheet at June 30, 2011, showed $3.2 million
in total assets, $562,240 in total liabilities, all current, and
stockholders' equity of $2.8 million.

As reported in the TCR on April 26, 2011, Weinberg & Company,
P.A., in Los Angeles, expressed substantial doubt about Bio-Bridge
Science's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has experienced recurring losses since inception and
negative cash flows from operating activities.

A copy of the Form 10-Q is available at http://is.gd/4Ng2wu

Oakbrook Terrace, Illinois-based Bio-Bridge Science, Inc., is a
biotechnology company whose subsidiaries are focused on the
commercial development of HIV-PV Vaccine I, HPV vaccine, colon
cancer vaccine, mucosal adjuvant and the manufacture and sale of
vaccine production-related materials.


BIODELIVERY SCIENCES: Posts $5.1-Mil. Net Loss in 2nd Quarter
-------------------------------------------------------------
BioDelivery Sciences International, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $5.1 million on
$38,406 of revenues for the three months ended June 30, 2011,
compared with net income of $775,861 on $2.2 million of revenues
for the same period last year.

The Company reported a net loss of $14.1 million on $267,868 of
revenues for the six months ended June 30, 2011, compared with net
income of $584,639 on $2.4 million of revenues for the same period
of 2010.

The Company's balance sheet at June 30, 2011, showed $35.5 million
in total assets, $23.0 million in total liabilities, and
stockholders' equity of $12.5 million.

Cherry, Bekaert & Holland, L.L.P., in Tampa, Florida, expressed
substantial doubt about BioDelivery Sciences' ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that during 2010, the Company
recognized a net loss of $13.0 million.  Further, the Company had
net income of $33.0 million in 2009, principally due to the
recognition of $58 million of previously deferred revenue, and a
net loss of approximately $17.2 million in 2008.  At Dec. 31,
2010, the Company had incurred cumulative net losses of
$72.2 million.

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

             About BioDelivery Sciences International

Raleigh, N.C.-based BioDelivery Sciences International, Inc., is a
specialty pharmaceutical company that is developing and
commercializing, either on its own or in partnerships with third
parties, new applications of proven therapeutics to address
important unmet medical needs using both proven and new drug
delivery technologies.  It has developed and is xontinuing to
develop pharmaceutical products aimed principally in the areas of
pain management and oncology supportive care.  The Company was
incorporated in the State of Indiana in 1997 and was
reincorporated as a Delaware corporation in 2002.


BOMBARDIER REC: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded Bombardier Recreational
Products Inc.'s corporate family and probability of default
ratings to B2 from B3, its senior secured revolving credit
facility to Ba2 from B1, and its senior secured term loan to B2
from B3. The ratings outlook remains positive.

The upgrade of BRP's corporate family rating reflects the
company's material improvement in its results over the last
several quarters coupled with Moody's expectation that, despite
weaknesses in the macroeconomic environment, demand for its
products will continue to stabilize through the next 12 to 18
months. This should enable BRP's key credit metrics to further
improve through this timeframe, supporting continuance of the
positive ratings outlook. In the event economic conditions
deteriorate from Moody's current expectations, BRP's recent cost
reduction efforts should minimize any adverse impact on its
financial results.

RATINGS RATIONALE

BRP's B2 rating is supported by its good liquidity profile and
globally diverse portfolio of recreational products which benefit
from well-recognized brand names and leading market positions.
Together with reduced inventory levels at its dealership network,
benefits from new product launches, and its improved cost
structure, we expect the company's adjusted Debt/EBITDA may
approach 3.5x within the next 12 to 18 months (from about 4x
currently). The rating is constrained by the cyclical demand for
its relatively high-priced, discretionary products which makes the
company's financial results much more volatile than swings in the
broad economy. Despite having improved from trough levels, demand
is stabilizing at levels far below the recent peak while elevated
consumer debt and still high unemployment levels point to a
challenging growth environment in the near-to-mid term. The
likelihood that the company's financial sponsors may seek payouts
as financial results have improved materially from trough levels
is also a constraint on the rating.

The two notch upgrade to the revolving credit facility compared to
the one notch upgrade of the term loan results from a change in
assumptions Moody's has used in the application of its Loss Given
Default Methodology. This change is warranted by the improvements
in the company's credit profile and Moody's expectation that BRP
is less likely to utilize its revolver for ongoing borrowings.
BRP's revolver consists of a first lien priority interest on
inventory and accounts receivables and a second priority lien on
the remaining assets. The term loan, which comprises the vast
majority of borrowings in the capital structure, has the
reciprocal security package to the revolver.

The positive outlook reflects Moody's expectation that, despite
continued weakness in the macroeconomic environment, BRP could
generate credit metrics that support a higher rating within the
next 12 to 18 months.

For a further ratings upgrade to be considered, BRP must
demonstrate sustained improvement in its operating results while
maintaining a good liquidity profile. Given the significant
contraction in demand that can occur for its products during
periods of economic weakness, the company's credit metrics would
have to exceed those required for similarly-rated but less
volatile consumer durables companies. Sustained metrics associated
with upward ratings action would include adjusted Debt/ EBITDA
nearing 3.5x and EBITA/ Interest coverage around 2.5x. While not
considered likely in the near term, the ratings could be lowered
should BRP's operations become cash consumptive or its earnings
decline leading to challenges maintaining an acceptable liquidity
position. Sustained metrics associated with downward ratings
action would include adjusted Debt/EBITDA above 5x and
EBITA/Interest coverage below 1.5x.

Moody's last rating action on BRP was on January 5, 2011 when we
upgraded the company's CFR to B3 from Caa1 and revised the ratings
outlook to positive from stable.

The principal methodology used in rating BRP was the Global
Consumer Durables Industry Methodology, published October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Headquartered in Valcourt, Quebec, Bombardier Recreational
Products Inc. is a leading designer, manufacturer, and distributor
of motorized recreational products worldwide. Revenues for the
last twelve months ended April 30, 2011 were about $2.3 billion.


BONDS.COM GROUP: Incurs $272,000 Second Quarter Net Loss
--------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $272,099 on $931,675 of revenue for the three months ended
June 30, 2011, compared with a net loss of $859,490 on $779,939 of
revenue for the same period during the prior year.

The Company also reported a net loss of $6.08 million on
$1.75 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $7.43 million on $1.41 million of
revenue for the same period during the prior year.

The Company reported a net loss applicable to common stockholders
of $12.51 million on $2.71 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
stockholders of $4.69 million on $3.90 million of revenue during
the prior year.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended
Dec. 31, 2009, and Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
auditors noted that the Company has sustained recurring losses and
has negative cash flows from operations.

"We have a history of operating losses since our inception in
2005, and have a working capital deficit of approximately
$4.4 million and an accumulated deficit of approximately
$28.6 million at Dec. 31, 2010, which together raises doubt about
the Company's ability to continue as a going concern," the Company
acknowledged in the Form 10-K.

The Company's balance sheet at June 30, 2011, showed $5.71 million
in total assets, $11.36 million in total liabilities, and a
$5.64 million stockholders' deficit.

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

                        http://is.gd/8L3gRS

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.


BRIARWOOD CAPITAL: Trustee Removal Hearing Continued Until Oct. 24
------------------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the
Southern District of California has continued until Oct. 24, 2011,
at 11:00 a.m., the hearing to consider Nicolas Marsch III's motion
to remove Leslie Gladstone, as the Chapter 11 trustee for the
bankruptcy estate of Briarwood Capital, LLC.

The parties have agreed to continue the hearing on Mr. Marsch's
motion until a date after the hearing on the trustee's motion to
approve the proposed Settlement Agreement with Mr. Marsch.

On Aug. 1, 2011, the trustee and Mr. Marsch entered into a
Settlement Agreement that will resolve Mr. Marsch's motion to
remove trustee.  The Settlement Agreement provides that
Mr. Marsch agreed, among other things, to withdraw the motion to
remove trustee with prejudice.

The trustee's counsel has reserved a Sept. 19, hearing date on the
motion to approve the proposed agreement with Mr. Marsch.

The trustee hopes that the motion to remove trustee will be
withdrawn with prejudice when the proposed agreement between the
trustee and Mr. Marsch is approved.

The trustee is represented by:

         Jesse S. Finlayson, Esq.
         Jared M. Toffer, Esq.
         FINLAYSON WILLIAMS TOFFER ROOSEVELT & LILLY LLP
         15615 Alton Parkway, Suite 250
         Irvine, CA 92618
         Tel: (949) 759-3810
         Fax: (949) 759-3812
         E-mail: jfinlayson@fwtrl.com
                 jtoffer@fwtrl.com

            About Nicolas Marsch, Briarwood and Colony

Based in Rancho Santa Fe, California, Briarwood Capital, LLC's
primary business prepetition was land acquisition and organizing
financing for real estate development.  Briarwood filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-
02677) on Feb. 23, 2010.  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC -- Colony I -- (Bankr. S.D.
Calif. Case No. 10-02937) and Colony Properties International II,
LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also
filed for Chapter 11.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-
02939) on Feb. 25, 2010.  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, represents the Debtors in
their restructuring efforts.  In July 2010, the Court held that
Mintz Levin was ineligible to represent the estates of Mr. Marsch,
Briarwood and Colony Properties, or any two of them.  Chapter 11
trustees have been appointed in each of the cases.

Richard M. Kipperman serves as the Chapter 11 trustee for Colony
Properties International, LLC and Colony Properties International
II, LLC; and Leslie T. Gladstone serves as the Chapter 11 trustee
for Briarwood.


BROOKFIELD OFFICE: S&P Assigns 'BB+' Global Scale Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' global scale
rating and its 'P-3 (High)' Canadian national scale rating to
Brookfield Office Properties Inc.'s (Brookfield's) 5.1%
C$200 million series R preferred share offering.

The company intends to use the proceeds for general corporate
purposes, including, but not limited to, the repayment or
refinancing of debt, acquisitions, capital expenditures, and
working capital needs. "We expect the offering to close on or
about Sept. 2, 2011," S&P related.

"Second-quarter 2011 portfolio operating results for this Canada-
domiciled owner of U.S. and Canadian office properties were in
line with our expectations. In-place rents for Brookfield's assets
under management are roughly 20% below current market rents, on
average, and average rents on leases signed during the quarter
increased 3.8% from expiring rents. However, same-store net
operating income (NOI) fell 2.5% (excluding foreign exchange
and lease termination fees) on lower occupancy. Same-store
occupancy dipped sequentially to 92.8% from %93.3, largely due to
a known tenant move-out (Wellington) in Boston. Near-term lease
rollover remains comparatively moderate (2.2% of space expires in
the second half of 2011 and 4.6% expires in 2012)," S&P related.

The outlook is stable. "We have tolerance for the recent dip in
Brookfield's fixed-charge coverage because we acknowledge the cash
flow stability benefit that the company's recently acquired,
lower-yielding but high-quality Australian office portfolio should
provide. Fixed-charge coverage measures are low; however, we
believe that they are on a slow, steady path toward a more
appropriate 2x area over the next two years. If development
activity accelerates and/or other capital events transpire that
lead us to believe that fixed-charge coverage will not improve as
expected, we would likely lower the corporate credit rating one
notch. Our credit perspective could also change if the company's
strategic evolution materially alters the operating platform or
legal structure. Although currently less likely, we would consider
raising the ratings longer term if the company reduces its top
tenant concentration, successfully executes re-leasing to maintain
above-average occupancy, and improves pro rata fixed-charge
coverage comfortably in the mid-2x area," S&P stated.

"For our most recent complete analysis, see 'Full analysis:
Brookfield Office Properties Inc.,' published July 6, 2011," S&P
stated.

Rating List

Brookfield Office Properties Inc.
Corporate credit rating       BBB/Stable/--

Rating Assigned

Brookfield Office Properties Inc.
  C$200 million preferred shares
   Global scale                BB+
    Canadian scale             P-3 (High)


CAPSALUS CORP: Incurs $845,000 Second Quarter Net Loss
------------------------------------------------------
Capsalus Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $845,164 on $0 of net sales for the three months ended June 30,
2011, compared with a net loss of $1.72 million on $0 of net sales
for the same period a year ago.

The Company also reported a net loss of $1.81 million on $0 of net
sales for the six months ended June 30, 2011, compared with a net
loss of $2.63 million on $0 of net sales for the same period
during the prior year.

The Company reported a net loss of $16.02 million for the year
ended Dec. 31, 2010, compared with a net loss of $10.89 million
during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.63 million
in total assets, $6.06 million in total liabilities, and a
$1.42 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.

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

                       http://is.gd/fBKhds

                       About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.


CAREMORE HEALTH: Moody's Upgrades IFS Rating From 'Ba3'
-------------------------------------------------------
Moody's Investors Service has upgraded the insurance financial
strength (IFS) rating of CareMore Health Plan (CHP) to A1 from Ba3
following the completion of its acquisition by WellPoint, Inc.
(WellPoint; NYSE: WLP, A1 for IFS, stable outlook). The rating
will be withdrawn for business reasons. The rating action
concludes the review for upgrade that was announced on June 12,
2011.

In conjunction with this rating action, the B2 corporate family
rating and B2 rating on CareMore's senior secured credit facility
were withdrawn as the total outstanding amount of CareMore's bank
term loan was paid in full by Caremore using the proceeds from the
sale of the company.

RATINGS RATIONALE

Upon completion of the transaction, CareMore Health Plan became a
wholly-owned subsidiary of ATH Holding Company, LLC, a direct
subsidiary of WellPoint, Inc. CHP will remain headquartered in
Cerritos, CA and continue to be led by current CEO Alan Hoops.
Moody's expects that it will initially be run independently and
with the full support of WellPoint as an integral part of
WellPoint's national Medicare Advantage (MA) strategy. The rating
agency believes CareMore's unique healthcare management model,
including 26 care center clinics staffed with various physicians,
nurse practitioners and case managers, provides growth and
expansion opportunities for WellPoint's MA business.

Moody's added that Caremore is expected to add 54,000 members to
WellPoint's approximately 548,000 Medicare Advantage members as of
June 30, 2011.

This rating was upgraded and will be withdrawn:

Caremore Health Plan -- insurance financial strength rating to A1
from Ba3.

These ratings were withdrawn:

Caremore Holdings, Inc. -- senior secured debt rating of B2;
corporate family rating of B2.

The principal methodology used in rating Caremore and WellPoint
was Moody's Rating Methodology for U.S. Health Insurance
Companies, published in May 2011.

WellPoint, Inc., domiciled in Indiana, offers various group and
individual medical products, including indemnity, preferred
provider organization (PPO), point of service (POS) and health
maintenance organization (HMO) plans. The company reported total
revenues of approximately $30.0 billion for the first six months
of 2011. As of June 30, 2011 shareholders' equity was
approximately $24.2 billion.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


CASPIAN SERVICES: Posts $3.9-Mil. Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Caspian Services, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.9 million on $8.4 million of revenues
for the three months ended June 30, 2011, compared with a net loss
of $5.7 million on $8.0 million of revenues for the same period of
the prior fiscal year.

The Company reported a net loss of $7.6 million on $34.5 million
of revenues for the nine months ended June 30, 2011, compared with
a net loss of $11.9 million on $31.4 million of revenues for the
nine months ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$112.7 million in total assets, $88.6 million in total
liabilities, and stockholders' equity of $24.1 million.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, the Company's ability to
successfully close the Loan Restructuring Agreement, including
among other things, the Investor reaching agreement with the
European Bank for Reconstruction and Development ("EBRD") to
restructure the EBRD financing agreements, or to repay its debt
obligations by obtaining additional financing or selling business
segments or assets.  Uncertainty as to the outcome of these
factors raises substantial doubt about the Company's ability to
continue as a going concern."

                        Bankruptcy Warning

"Should the Loan Restructuring Agreement not close, or should EBRD
determine to exercise its acceleration rights, the Company
currently has insufficient funds to repay the obligations
individually or collectively and would be forced to seek other
sources of funds to satisfy these obligations.  Given the
difficult credit and equity markets and the Company's current
financial condition, the Company believes it would be difficult to
obtain new funding to satisfy these obligations.  If the Company
were unable to obtain funding to meet these obligations, the
lenders could seek any legal remedies available to them to obtain
repayment, including forcing the Company into bankruptcy, or in
the case of the EBRD loan, which is collateralized by the assets
and bank accounts of Balykshi and CRE, foreclosure by EBRD on such
assets and bank accounts."

                          Going Concern

As reported in the Troubled Company Reporter on Jan. 29, 2011,
Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, expressed
substantial doubt about Caspian Services' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company is in violation of certain loan covenants which allows for
the lenders to exercise acceleration features and declare the
loans and accrued interest immediately due and payable.  Should
any of these parties determine to exercise their acceleration
rights, the Company would not have sufficient funds to repay any
of the loans.  At Sept. 30, 2010, the Company also had negative
working capital of $50.3 million.

A copy of the Form 10-Q is available at http://is.gd/kW5yHU

                   About Caspian Services, Inc.

Salt Lake City, Utah-based Caspian Services, Inc.'s business
consists of three major business segments.  Its Vessel Operations
segment consists of chartering a fleet of shallow draft offshore
support vessels to customers performing oil and gas exploration
activities in the Kazakhstan Sector of the North Caspian Sea.

The Geophysical Services segment consists of providing seismic
data acquisition services to oil and gas companies operating both
onshore in Kazakhstan and offshore in the Kazakhstan sector of the
North Caspian Sea and the adjacent transition zone.

The Marine Base Services segment consists of operating a marine
base located at the Port of Bautino on the North Caspian Sea and
an operating water desalinization and bottling plant selling
potable water.  The Company sold its interest in its subsidiary
Bauta, the water desalinization and bottling plant, in April 2011
to a non-related third party.


CASTLE KEY: A.M. Best Affirms Financial Strength Rating at 'bb-'
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and issuer credit ratings (ICR) of "bb-" of Castle Key
Group (Castle Key) and its members (headquartered in St.
Petersburg, FL).  The outlook for all ratings is negative. (See
below for a detailed listing of companies.)

The ratings and outlook reflect Castle Key's continued
unprofitable operating performance and poor risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR).  As Castle Key is the dedicated Florida property writer
for its parent company, Allstate Insurance Company (Allstate), it
maintains significant exposure to hurricanes, with a corresponding
substantial reliance on catastrophe reinsurance.  In addition, the
group's reinsurance program relies heavily upon the Florida
Hurricane Catastrophe Fund (FHCF), including the purchase of
Temporary Increase in Coverage Limits (TICL).  As indicated, A.M.
Best remains concerned regarding the ability of the FHCF to fund
all obligations in the event of a severe hurricane, largely based
on its contingent capital structure.  This contributes to A.M.
Best's negative view regarding the adequacy of Castle Key's
catastrophe reinsurance program in the case of a significant
catastrophe event.

A.M. Best deviated from its "Rating Members of Insurance Groups"
methodology by providing more than two FSR levels of rating
enhancement to Castle Key's stand-alone assessment.  However, the
additional rating enhancement acknowledges the historical
financial and operational support provided Castle Key as part of
the Allstate organization.  Although Castle Key is separately
capitalized and not reinsured by Allstate, in A.M. Best's opinion
parental support regarding the claims paying ability of Castle Key
will be maintained commensurate with its rating level in the event
of frequent and/or severe hurricane activity.  If parental support
is not provided, it would be necessary for A.M. Best to re-
evaluate the current FSR of A+ (Superior) and ICR of "aa-" of
Allstate and all of the remaining Allstate Insurance Group
members.

The FSR of B- (Fair) and ICR of "bb-" have been affirmed for
Castle Key Group and its following members:

-- Castle Key Insurance Company
-- Castle Key Indemnity Company
-- Encompass Floridian Insurance Company
-- Encompass Floridian Indemnity Company


CCB INVESTORS: Initial Status Conference on Sept. 9
---------------------------------------------------
The Bankruptcy Court will hold an Initial Chapter 11 Status
Conference in the bankruptcy case of CCB Investors Assets
Management, LLC, on Sept. 9, 2011, at 1:30 p.m. at 1515 N Flagler
Dr Room 801 Courtroom B, West Palm Beach.

Jupiter, Florida-based CCB Investors Assets Management, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on
Aug. 11, 2011.  Judge Erik P. Kimball presides over the case.
Susan D. Lasky, P.A., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Chris Baker, manager.

Secured lender Second Equities Corp. is represented in the case by
L. Louis Mrachek, Esq., at Page, Mrachek, Fitzgerald & Rose, P.A.


CCB INVESTORS: Sec. 341 Creditors' Meeting Set for Sept. 28
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
bankruptcy case of CCB Investors Assets Management, LLC, pursuant
to 11 U.S.C. Sec. 341(a) on Sept. 28, 2011, at 8:30 a.m. at 1515 N
Flagler Dr Room 870, West Palm Beach.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice. The court, after notice and a hearing, may order that the
United States trustee not convene the meeting if the debtor has
filed a plan for which the debtor solicited acceptances before
filing the case.

The deadline to file a complaint to determine dischargeability of
certain debts is Nov. 28.  Proofs of claim are due by Dec. 27,
2011.

                        About CCB Investors

Jupiter, Florida-based CCB Investors Assets Management, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on
Aug. 11, 2011.  Judge Erik P. Kimball presides over the case.
Susan D. Lasky, P.A., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Chris Baker, manager.

Secured lender Second Equities Corp. is represented in the case by
L. Louis Mrachek, Esq., at Page, Mrachek, Fitzgerald & Rose, P.A.


CCB INVESTORS: Can't Use Rent to Fund Bankruptcy, Lender Says
-------------------------------------------------------------
The Bankruptcy Court will hold an Evidentiary Hearing on Sept. 9
regarding the request of Second Equities Corp. to bar CCB
Investors Assets Management, LLC, from using its cash collateral.

Second Equities is owed $5 million under a Promissory Note dated
May 12, 2008.  The Debtor is in default under the terms of the
Promissory Note.  It failed to pay the principal amount and
accrued interest, which was due and payable in full on May 12,
2011.

On July 5, 2011, Second Equity filed an action to foreclose a non-
residential mortgage on condominium boat docks, common areas, dock
master building, a parking lot, and other facilities and equipment
in The Bluffs Marina, located in Jupiter, Florida. That action is
captioned Second Equity Corp. v. CCB Investors Assets Management,
LLC; Christopher J. Baker; The United States of America; The
Bluffs Marina Association, Inc.; The Bluffs Marina Phase II
Condominium Association, Inc., and pending in the Circuit Court of
the Fifteenth Judicial Circuit in and for Palm Beach County, Case
No. 50 2011CA010142XXXXMBAA.

On Aug. 9, 2011, two days before the Debtor filed its petition,
Second Equity made written demand on the Debtor requesting the
Debtor turn over all rents in its current possession or control
and to turn over all rents collected after the date of the demand.
Second Equity asserts that the rents constitute cash collateral as
defined by 11 U.S.C. Sec. 363(a), which the Debtor proposes to use
in the operation of its business.

Second Equity contends that unless the Court prohibits the use of
cash collateral by Second Equity or prevents the use upon
providing Second Equity adequate protection, Second Equity will
suffer irreparable damage due to the loss in value of its
collateral.

                        About CCB Investors

Jupiter, Florida-based CCB Investors Assets Management, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on
Aug. 11, 2011.  Judge Erik P. Kimball presides over the case.
Susan D. Lasky, P.A., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Chris Baker, manager.

Secured lender Second Equities Corp. is represented in the case
by:

           L. Louis Mrachek, Esq.
           PAGE, MRACHEK, FITZGERALD & ROSE, P.A.
           505 South Flagler Drive, Suite 600
           West Palm Beach, FL 33401
           E-mail:lmrachek@pm-law.com
           Telephone: (561) 655-2250
           Facsimile: (561) 655-5537


CENGAGE LEARNING: Moody's Changes Rating Outlook to Stable
----------------------------------------------------------
Moody's Investors Service changed Cengage Learning Acquisitions,
Inc.'s rating outlook to stable from positive and lowered the
company's speculative-grade liquidity rating to SGL-3 from SGL-2.
The change to a stable rating outlook reflects Moody's expectation
that debt-to-EBITDA leverage will remain in a mid to high 8x range
in FY 2012 despite a modest expected recovery in revenue and
EBITDA. The projected leverage is higher than the level Moody's
previously anticipated Cengage would achieve in FY 2012 and is
expected to remain more consistent with the existing B3 Corporate
Family Rating (CFR). Cengage's B3 CFR, B3 Probability of Default
Rating (PDR) and debt instrument ratings are not affected. Moody's
also updated Cengage's loss given default assessments as detailed
in the rating list below.

Downgrades:

   Issuer: Cengage Learning Acquisitions, Inc.

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
      SGL-2

Loss Given Default Assessment Updates:

   Issuer: Cengage Learning Acquisitions, Inc.

   -- Senior Secured Bank Credit Facility, Changed to LGD3 - 36%
      from LGD3 - 34% (no change to B2 rating)

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD5 -
      87% from LGD5 - 84% (no change to Caa2 rating)

   -- Senior Subordinated Regular Bond/Debenture, Changed to LGD6
      - 95% from LGD6 - 94% (no change to Caa2 rating)

Outlook Actions:

   Issuer: Cengage Learning Acquisitions, Inc.

   -- Outlook, Changed To Stable From Positive

RATING RATIONALE

Moody's expects that some of the operating challenges Cengage
faced in its June 2011 fiscal year will persist over the next 12-
18 months. Slowing enrollment growth at higher education
institutions and increased usage of rental and used textbooks by
cost-conscious students will remain a headwind. Cengage faces
particular pressure from ongoing enrollment declines at for-
profit/career colleges, the resulting push by those institutions
to manage costs, and a competitive career college pricing
environment. Moody's nevertheless projects Cengage will generate
low single digit revenue and EBITDA growth in FY 2012 and FY 2013
from continued penetration of its digital products and services, a
moderation and ultimate stabilization of the enrollment declines
at for-profit institutions, and modest price increases outside of
the career channel.

Cengage's B3 CFR reflects its good market position and broad range
of product offerings in higher education publishing, mitigated by
the very high leverage (debt-to-EBITDA in a 9x range for FY
6/30/11 incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) that remains following the July
2007 leveraged buy-out. Moody's believes Cengage has good growth
prospects over the intermediate term and that its product
offerings and planned investments reasonably position the company
to transition its revenue as higher education publishing shifts to
digital from print formats. The challenges mentioned above are
nevertheless creating near-term operating pressure, which raised
leverage in FY 2011 and may allow for only modest leverage
reduction over the next 12-18 months.

Cengage faces significant maturities in 2014-2015 as well as the
expiration of its revolver in July 2013 that pose refinancing risk
if leverage is not reduced or current tight credit market
conditions persist. Cengage will not generate sufficient free cash
flow to fund its 2014/2015 debt maturities and is thus reliant on
refinancing. Moody's believes Cengage's prospects for refinancing
the maturities are reasonable based on its projected free cash
flow generation, which will benefit from a shift to a new interest
rate swap in July 2011 that has a lower average fixed Libor rate.
However, vulnerability to prevailing and volatile credit market
conditions will grow as the maturities approach or if the company
is unable to make de-leveraging progress. The incremental cash
interest that will likely be necessary to extend maturities would
reduce the amount of cash flow available to reduce debt and
leverage. Moody's believes Cengage will opportunistically seek to
address its maturities and a refinancing is assumed in the rating,
but this view could change if the company is unable to return to a
de-leveraging position in FY 2012.

The downgrade of the speculative-grade liquidity rating to SGL-3
from SGL-2 reflects greater projected revolver utilization to fund
the approximate $90 - 100 million AHYDO bond redemptions in July
2012, $40.7 million of required annual term loan amortization, the
$72 million acquisition of National Geographic's school publishing
business in August 2011, and its highly seasonal cash flow.
Moody's projects free cash flow of approximately $130 - $140
million over the next 12 months (factoring in the shift to cash
interest payments in January 2012 on the $140 million PIK notes
issued by Cengage's parent) will not fully cover these cash needs,
leading to higher revolver usage. However, Moody's anticipates the
$300 million revolver commitment will be sufficient to fund
Cengage's projected cash uses and believes the company will
maintain a comfortable EBITDA cushion (greater than 30%) within
the leverage covenant in its credit facility.

The stable rating outlook reflects Moody's expectation that
Cengage's high debt-to-EBITDA leverage will decline to a mid 8x
range over the next 12 -- 18 months and that revenue and EBITDA
will rebound modestly from the decline experienced in FY 2011.
Moody's also expects Cengage to maintain an adequate liquidity
position that creates low near-term default risk.

Cengage's ratings could be downgraded if the company is unable to
make de-leveraging progress or generate and sustain comfortably
positive free cash flow. A weakening of liquidity would also
pressure Cengage's rating including through such factors as
significant revolver usage, weak or negative free cash flow,
erosion of the covenant cushion, or Moody's views on the company's
ability to refinance at a manageable cost were to change.

Good operating execution that leads to revenue and earnings
growth, consistent free cash flow generation and debt reduction,
or debt repayment from asset sales or an equity offering could
lead to an upgrade if debt-to-EBITDA is sustained in a low 8x
range or lower and free cash flow is sustained above 3% of debt.
Moody's would also need to view Cengage's ability to refinance its
revolver and 2014/2015 maturities as manageable in order for the
company to be upgraded.

Cengage's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Cengage's core industry and
believes Cengage's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

Cengage, headquartered in Stamford, CT is a provider of learning
products to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
software tools and training/assessment applications. Annual
revenue was approximately $1.9 billion for the FYE June 30, 2011.


CENTRAL ENERGY: Posts $589,000 Net Loss in 2nd Quarter
------------------------------------------------------
Central Energy Partners LP filed its quarterly report on Form
10-Q, reporting a net loss of $589,000 on $1.7 million of revenues
for the three months ended June 30, 2011, compared with a net loss
of $87,000 on $1.7 million of revenues for the same period last
year.

The Company reported a net loss of $836,000 on $3.5 million of
revenues for the six months ended June 30, 2011, compared with net
income of $101,000 on $3.1 million of revenues for the same period
of 2010.

The Company's balance sheet at June 30, 2011, showed $9.6 million
in total assets, $8.2 million in total liabilities, and
stockholders' equity of $1.4 million.

                        Bankruptcy Warning

"Substantially all of Central's assets are pledged or committed to
be pledged as collateral on the RZB Note, and therefore, it is
unlikely that Central will be able to obtain additional financing
collateralized by those assets, the Company said in the filing.
"If additional amounts cannot be raised and cash flow is
inadequate, Central would be required to seek other alternatives,
which could include the sale of assets, closure of operations
and/or protection under the U.S. bankruptcy laws."

                       Going Concern Doubt

As reported in the TCR on April 26, 2011, Burton McCumber &
Cortez, L.L.P., in Brownsville, Texas, expressed substantial doubt
about Central Energy Partners' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had a loss from operations for the
years ended Dec. 31, 2008, 2009, and 2010, and has a deficit in
working capital.

"The RZB Note and the IRS Installment Debt totaled approximately
$3,674,000 at Dec. 31, 2010, all of which is classified as current
liabilities.  The RZB Note is collateralized by all Regional
Enterprises, Inc. assets and a pledge of the common stock of
Regional to RZB by the Company.  In addition, the Company is
contingently liable for late filing penalties for failure to
timely file tax returns for the 2008 and 2009 tax years and for
contingencies associated with the TransMontaigne transaction."

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

Dallas, Tex.-based Central Energy Partners, L.P., formerly known
as Rio Vista Energy Partners L.P. (OTC: ENGY) is a master limited
partnership engaged in the storage and transportation of oil and
gas, refined petroleum products and petrochemicals.  The Company
currently provides liquid bulk storage, trans-loading and
transportation services for petrochemicals and petroleum products
through its assets and operations in Hopewell, Virginia and
Johnson City, Tennessee.


CHANTICLEER HOLDINGS: Posts $225,900 Net Loss in 2nd Quarter
------------------------------------------------------------
Chanticleer Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $225,987 on $32,830 of revenue for
the three months ended June 30, 2011, compared with a net loss of
$114,125 on $42,921 of revenue for the same period last year.

The Company reported a net loss of $280 on $474,143 of revenue for
the six months ended June 30, 2011, compared with a net loss of
$345,041 on $71,254 of revenue for the same period of 2010.

The Company's balance sheet at June 30, 2011, showed $1.6 million
in total assets, $638,374 in total liabilities, and stockholders'
equity of $917,407.

Creason & Associates, P.L.L.C., in Tulsa, Oklahoma, expressed
substantial doubt about Chanticleer Holdings' ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
substantial net losses and negative cash flows from operations for
the past several years, along with negative working capital.  "In
addition, the Company has future plans that may require
substantial financial obligations."

A copy of the Form 10-Q is available at http://is.gd/bZ5e9Z

Headquartered in Charlotte, N.C., Chanticleer Holdings, Inc. (OTC
BB: CCLR) -- http://www.chanticleerholdings.com/-- was formed in
2005 as a business development company and converted to an
operating holding company in 2008.  The Company is engaged in
asset management and consulting through its wholly-owned operating
subsidiaries.  Chanticleer Advisors invests in privately held or
publicly-traded small or micro-cap, value-based opportunities
through its privately managed pools of capital.  Avenel Ventures
provides business management and consulting services at the board
and management level.  Additionally, the Company is part of a
consortium that purchased 120 Hooters restaurants from Hooters of
America and 41 restaurants from Texas Wings, the largest
franchisee.


CHINA DU KANG: Incurs $260,000 Net Loss in Second Quarter
---------------------------------------------------------
China Du Kang Co. Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $260,112 on $501,577 of gross revenue for the three
months ended June 30, 2011, compared with a net loss of $388,475
on $440,975 of gross revenue for the same period a year ago.

The Company also reported a net loss of $460,540 on $1.21 million
of gross revenue for the six months ended June 30, 2011, compared
with a net loss of $657,625 on $931,217 of gross revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2011, showed
$15.17 million in total assets, $22.50 million in total
liabilities, and a $7.33 million total shareholders' deficit.

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

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

                        http://is.gd/3YJbCp

                        About China Du Kang

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


CHINA IVY: Posts $668,400 Net Loss in Q2 Ended June 30
------------------------------------------------------
China Ivy School, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $668,410 on $1.6 million of revenue for
the three months ended June 30, 2011, compared with net income of
$78,050 on $1.6 million of revenue for the same period last
year.

The Company reported a net loss of $1.6 million on $3.2 million of
revenue for the six months ended June 30, 2011, compared with a
net loss of $274,761 on $3.2 million of revenue for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $16.2 million
in total assets, $16.5 million in total liabilities, all current,
and a stockholders' deficit of $319,337.

As reported in the TCR on April 8, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
China Ivy School's ability to continue as a going concern,
following the Company's 2010 results.  Mr. Studer noted that, as
of Dec. 31, 2010, and 2009, the Company had a working capital
deficit of $12,255,303 and $11,038,871, respectively.  "The
Company also had an accumulated deficit of $5,949,928 as of Dec.
31, 2010."

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

Based in Jiangsu Province, China, China Ivy School, Inc., operates
an educational facility under the name "Blue Tassel School" which
provides a comprehensive curriculum required by the government of
the People's Republic of China, supplemented by a broad range of
elective courses which may be chosen from by the school's
students.


CIT GROUP: DBRS Assigns 'BB' to Revolving 1st Lien Facility
-----------------------------------------------------------
DBRS Inc. has assigned a rating of BB to CIT Group Inc.'s $2.0
billion Revolving First Lien Credit Facility.  The trend on the
rating is Positive.  Concurrently, DBRS has withdrawn the ratings
of the existing First Lien Facility, which has been repaid in full
and terminated with proceeds from the new facility and cash on
hand.

The rating considers the secured position of the New Facility,
which benefits from a first lien on substantially all U.S. assets
of CIT that are not otherwise pledged to secure the borrowings of
special purpose entities and the equity of certain foreign
subsidiaries, consistent with the Old Facility.  However, should
CIT fully extinguish its Series A Notes, all the collateral and
subsidiary guarantees under the New Facility will be released
except for guarantees from eight of CIT's domestic operating
subsidiaries.  The New Facility will also benefit from a minimum
guarantor asset coverage ratio.  At June 30, 2011, CIT had
approximately $8.8 billion of Series A Notes outstanding.  While
DBRS recognizes the benefit of the guarantee, DBRS views this
guarantee as providing less certainty as to timely recovery than
that of the perfected first lien.  Given the potential for the
removal of the perfected lien, DBRS's rating of the New Facility
reflects the expected recovery under the guarantee.

Consistent with DBRS's methodology for rating secured instruments,
DBRS rates the New Facility two notches above the Issuer Rating.
The notching reflects DBRS's view that recovery, in the case of
default, will be greater than 70%.  Moreover, this view on the
recovery reflects the overall quality of the assets and the values
of the assets.

The Positive trend on the New Facility is consistent with the
trend on CIT's issuer rating.  The trend reflects DBRS's
expectations that CIT will continue to make progress in improving
and diversifying its funding profile, expanding the role of CIT
Bank, and restoring growth in the Company's four core business
segments, while restoring underlying profitability.  To that end,
DBRS views the New Facility as providing CIT with more cost
efficient funding while improving financial flexibility as certain
covenants are less restrictive relative to the Old Facility.


CITADEL BROADCASTING: Radio Host Files Suit Over Employment Breach
------------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that sports radio host
Paul Finebaum has accused Citadel Broadcasting Co. -- which owns
the Birmingham, Ala., radio station that broadcasts his show -- of
breaching his employment contract when it received court approval
of its reorganization plan without his consent, according to two
complaints unsealed Friday.

Both complaints, which were initially filed in state court and
later removed to federal court by Citadel, stem from an employment
agreement that the WJOX host and Citadel originally entered in
January 2007, according to Law360.

                          About Citadel

Citadel Broadcasting Corporation --
http:///www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
59 AM stations in the nation's leading markets, in addition to
owning and operating the Citadel Media business, which is among
the largest radio networks in the U.S.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Joint Plan of Reorganization.  On June 3, 2010, the
Debtors consummated their reorganization and the Plan became
effective.

                           *     *     *

As reported by the Troubled Company Reporter on Moody's Investors
Service said that Citadel Broadcasting Corporation's (Ba2
Corporate family rating) announcement that it has entered into a
definitive merger agreement with Cumulus Media Inc. (Caa1
Corporate Family rating -- on review for upgrade) under which
Cumulus will acquire Citadel in a cash and stock transaction
valued at about $2.4 billion, creating the second largest radio
broadcaster in the US after Clear Channel Communications (Caa2
Corporate Family rating), will not cause a downgrade of Citadel's
debt.  "If not for the change of control protection (typical for
bank debt but sometimes absent from bond indentures), Citadel's
debt would be placed on review and likely face a downgrade of its
credit ratings given the weaker credit profile of Cumulus", stated
Neil Begley, a Moody's Senior Vice President.  "However, as the
acquisition will trigger a put back of Citadel's debt, Cumulus is
expected to arrange refinancing to repay Citadel's debt at the
close of the transaction", added Begley.  As a result, Moody's
will maintain the current ratings and stable outlook for Citadel's
debt until they are repaid at the close at which time the ratings
will be withdrawn.  The transaction is expected to close by year
end 2011.

The last rating was on November 26, 2010, when Moody's assigned
the company's first-lien bank facility a Baa3 senior secured
rating and a Ba3 to its proposed new senior unsecured notes.


CLEAN ARENA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clean Arena, Inc.
        4120 South Chickasaw Trail
        Orlando, FL 32829

Bankruptcy Case No.: 11-03447

Chapter 11 Petition Date: August 25, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alsb11-03447.pdf

The petition was signed by Jack R. Steele, president.


COLONIAL BANCGROUP: Trustee Sues Accounting, Legal Firms
--------------------------------------------------------
American Bankruptcy Institute reports that the trustee overseeing
the liquidation of Colonial Bank's former parent is suing a number
of outside legal and accounting firms to claw back some of the
cash they were paid before the bank collapsed in the wreckage of
one of the biggest bank frauds in recent history.

                   About The Colonial BancGroup

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

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

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

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


COMCAM INTERNATIONAL: Incurs $446,000 Net Loss in June 30 Quarter
-----------------------------------------------------------------
ComCam International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $445,585 on $993,570 of net revenues for the three
months ended June 30, 2011, compared with a net loss of $775,718
on $550,984 of net revenues for the same period during the prior
year.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.19 million
in total assets, $2.10 million in total liabilities and $86,787 in
total stockholders' equity.

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

                        http://is.gd/joSfRa

                     About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.


COMMONWEALTH BANKSHARES: Gets Non-Compliance Notice from NASDAQ
---------------------------------------------------------------
Commonwealth Bankshares, Inc., on Aug. 18, 2011, received a letter
from The NASDAQ Stock Market notifying the Company that it no
longer meets NASDAQ's continued listing requirement under Listing
Rule 5450(b)(1)(A).  The Notification Letter states that the
Company's stockholders' equity was below the minimum of
$10,000,000 and that the Company is therefore not in compliance
with the Listing Rules.

The Notification Letter has no effect at this time on the listing
of the Company's common stock on the NASDAQ Global Select Market
and the Company's common stock will continue to trade on the
NASDAQ Global Select Market under the symbol "CWBS."

The Notification Letter states that the Company has 45 calendar
days, or until Oct. 3, 2011, to submit a plan to regain compliance
with the Listing Rules.  If the plan is accepted, NASDAQ can grant
an extension of up to 180 calendar days from the date of this
letter to evidence compliance.

The Company may, however, consider applying for a transfer to the
NASDAQ Capital Market, provided it satisfies the requirements for
continued listing on that market.

The Company intends to actively address its capital needs and
level of its stockholders' equity and will consider available
options to resolve the deficiency and regain compliance with the
Listing Rules.

                   About Commonwealth Bankshares

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.

The Company's balance sheet at June 30, 2011, showed
$985.87 million in total assets, $990.17 million in total
liabilities, and a $4.30 million total deficit.

As reported by the TCR on May 31, 2011, Witt Mares, PLC, in
Norfolk, Virginia, expressed substantial doubt about Commonwealth
Bankshares' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's continued operating losses and deterioration of the
loan portfolio, undercapitalized status, liquidity restrictions,
and other restrictions as a result of regulatory agreements.

                         Bankruptcy Warning

Effective July 1, 2011, Bank of the Commonwealth entered into a
Prompt Corrective Action Directive with the Board of Governors of
the Federal Reserve System.  The Directive requires that within 30
days of the effective date of the Directive or such additional
time as the Board of Governors may permit, the Bank, in
conjunction with the Company must, among other things, increase
the Bank's equity through the sale of shares or contributions to
surplus in an amount sufficient to make the Bank adequately
capitalized.

The Bank was not able to meet the 30-day timeline prescribed by
the Directive for reaching the required capital levels.  The Board
of Governors, as outlined in the Directive, may permit additional
time as they see fit.  The Company and the Bank's management and
Board of Directors have implemented a capital plan with various
alternatives to reach and maintain the required capital levels.
This plan was originally accepted by the Federal Reserve in 2010
in response to the Written Agreement.  An updated capital
restoration plan was submitted to the Federal Reserve in June
2011, due to the Company's immediate capital needs.  This plan was
not accepted by the Federal Reserve since the Company had not
received any firm commitments for new capital.  If the Company
does not raise sufficient amounts of new equity capital, or
alternatively, execute another strategic initiative, the Company
may become subject to a voluntary or involuntary bankruptcy filing
and the Company believes it is possible that the Bank could be
placed into FDIC receivership by bank regulators or acquired by a
third party in a transaction in which the Company receives no
value for its interest in the Bank.


COMMONWEALTH BIOTECH: Reports $51,800 Second Quarter Net Income
---------------------------------------------------------------
Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $51,807 on $148,495 of rental revenues for
the three months ended June 30, 2011, compared with a net loss of
$218,276 on $147,287 of rental revenues for the same period during
the prior year.

The Company also reported a net loss of $28,753 on $296,990 of
rental revenues for the six months ended June 30, 2011, compared
with a net loss of $473,329 on $315,705 of rental revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2011, showed $3.82 million
in total assets, $3.99 million in total liabilities, and a
$178,015 total stockholders' deficit.

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

                        http://is.gd/5Ju6bE

                 About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


CORDOBA-RANCH DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Cordoba-Ranch Development, LLC
        15100 Hutchison Road
        Tampa, FL 33625

Bankruptcy Case No.: 11-15982

Chapter 11 Petition Date: August 25, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: sstichter.ecf@srbp.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Lance Ponton, president of Polo
Development Co., managing member.


COSI INC: Receives Nasdaq Notice of $1 Minimum Bid Price
--------------------------------------------------------
Cosi, Inc. on Aug. 26 announced that it had received notice from
the Listing Qualifications Department of the Nasdaq Stock Market
indicating that, for the last 30 consecutive business days, the
bid price for the Company's common stock had closed below the
minimum $1.00 per share required for continued inclusion on The
Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1).  The
notification letter states that the Company will be afforded 180
calendar days, or until Feb. 21, 2012, to regain compliance with
the minimum bid price requirement.  In order to regain compliance,
shares of the Company's common stock must maintain a minimum bid
closing price of at least $1.00 per share for a minimum of ten
consecutive business days.  The notification letter has no effect
at this time on the listing of the Company's common stock on The
Nasdaq Global Market. Cosi's common stock will continue to trade
on The Nasdaq Global Market under the symbol "COSI".

If the Company does not regain compliance by February 21, 2012,
Nasdaq will provide written notification to the Company that the
Company's common stock will be delisted.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualifications Panel.  Alternatively, the Company may be
eligible for an additional grace period if it satisfies all of the
requirements, other than the minimum bid price requirement, for
initial listing on The Nasdaq Capital Market set forth in Nasdaq
Listing Rule 5505.  To avail itself of this alternative, the
Company would need to submit an application to transfer its
securities to The Nasdaq Capital Market.

Additionally, the Company received notice from the Listing
Qualifications Department of the Nasdaq Stock Market indicating
that, for the last 30 consecutive business days, the market value
of the Company's listed securities ("MVLS") had closed below the
minimum $50 million required for continued inclusion on The Nasdaq
Global Market under Nasdaq Listing Rule 5450(b)(2)(A).  The
notification letter states that the Company will be afforded 180
calendar days, or until Feb. 21, 2012, to regain compliance with
the minimum MVLS requirement.  In order to regain compliance, the
Company must maintain a minimum MVLS of at least $50 million for a
minimum of ten consecutive business days.  The notification letter
has no effect at this time on the listing of the Company's common
stock on The Nasdaq Global Market.  Cosi's common stock will
continue to trade on The Nasdaq Global Market under the symbol
"COSI".

If the Company does not regain compliance by Feb. 21, 2012, Nasdaq
will provide written notification to the Company that the
Company's common stock will be delisted. At that time, the Company
may appeal Nasdaq's delisting determination to a Nasdaq Listing
Qualifications Panel.  Alternatively, the Company may consider
applying for a transfer to The Nasdaq Capital Market provided it
satisfies the requirements for continued listing on that market.
To avail itself of this alternative, the Company would need to
submit an application to transfer its securities to The Nasdaq
Capital Market.

The Company intends to actively monitor the bid price for its
common stock and the Company's MVLS between now and February 21,
2012, and will consider all available options to resolve the
deficiency and regain compliance with the Nasdaq minimum bid price
and MVLS requirements.

About Cosi, Inc. Cosi(R) -- http://www.getcosi.com-- is a
national fast-casual restaurant chain that has developed featured
foods built around a secret, generations-old recipe for crackly
crust flatbread. This artisan bread is freshly baked in front of
customers throughout the day in open flame stone hearth ovens
prominently located in each of the restaurants. Cosi's warm and
urbane atmosphere is geared towards its sophisticated, upscale,
urban and suburban guests. There are currently 80 Company-owned
and 58 franchise restaurants operating in seventeen states, the
District of Columbia and the United Arab Emirates. The Cosi(R)
vision is to become America's favorite fast-casual restaurant by
providing customers authentic, innovative, savory food.


CRAWFORD FURNITURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crawford Furniture Mfg. Corp.
        P.O. Box 668
        Jamestown, NY 14702

Bankruptcy Case No.: 11-12945

Chapter 11 Petition Date: August 25, 2011

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Camille W. Hill, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8627
                  E-mail: chill@bsk.com

Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Michael R. Cappa, president and CEO.

Affiliate that filed separate Chapter 11 petition:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Crawford Furniture Retail Outlet, Inc.   11-12946         08/25/11

Crawford Furniture Mfg.'s List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Randall Benderson 1993-1 Trust  Arrears Under Lease   $161,168
8441 Cooper Creek Boulevard
University Park, FL 34201

United Furniture Workers           --                     $144,298
1910 Air Line Drive
P.O. Box 100037
Nashville, TN 37224

Sheridan Center, LLC               Arrears Under Lease     $98,175
2424 Niagara Falls Boulevard
Niagara Falls, NY 14304

Transitown Plaza Associates LLC    Arrears Under Lease     $60,654

Jamestown Container                Trade Debt              $42,856

Worker's Compensation Board        Trade Debt              $20,887
WCB Assessment Collections

Fancher Chair Co.                  Trade Debt              $15,848

Roragabugh Lumber Co.              Trade Debt              $15,530

Niagara Business Trust             Trade Debt              $13,518

Thurway Hardwoods & Plywood Corp.  Trade Debt               $9,799

Alex Sabella                       Trade Debt               $8,032

Falcon Chair & Table, Inc.         Trade Debt               $7,645

Donald Shirey Inc.                 Trade Debt               $7,531

Clark Supply Co.                   Trade Debt               $6,802

Fulterer USA, Inc.                 Trade Debt               $6,570

Lemac Packaging                    Trade Debt               $6,376

Mi-Lin Wood Products               Trade Debt               $5,946

AIM National Lease                 --                       $4,653

Mason Carvings, Inc.               Trade Debt               $4,520

Harrington Industrial Laundry      Trade Debt               $4,418


CRC HEALTH: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating and lowered its issue-level rating on its senior
secured credit facility to 'B' from 'B+'. "This results from the
revision of our recovery ratings because of our lower estimate of
CRC's emergence enterprise value. The recovery rating on the
credit rating is now '2', indicating substantial recovery (one
notch above the corporate credit rating), from '1', indicating
very high recovery (two notches above the corporate credit
rating)," S&P related.

"The low speculative-grade ratings on CRC reflect a vulnerable
business risk profile resulting from the discretionary nature of
demand for services that are provided by numerous competitors,"
said Standard & Poor's credit analyst Tahira Wright. "In
particular, a weak economy is affecting the company's Healthy
Living division. Moreover, its highly leveraged financial risk
profile reflects its large debt burden and limited liquidity. We
believe the technical default triggered by the delayed filing of
its second-quarter financial results will be remedied within the
minimum grace period."

The overarching feature of CRC's vulnerable business risk profile
is its reliance on uncertain private-pay and commercial insurance
for about 81% of revenues. This is despite CRC's well-established
position in a fragmented market as a provider of chemical
dependency treatment, youth treatment services, and eating
disorder treatment. Heavy reliance on providing services that are
to some extent discretionary to consumers exposes CRC to the
volatile macroeconomic environment. In particular, CRC's Healthy
Living division (30% of total revenues), been affected by tighter
financing conditions making it more difficult for families to
secure loans to pay for such services.


DAE AVIATION: S&P Affirms 'B-' Corporate; Outlook Now Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on DAE
Aviation Holdings Inc., including the 'B-' corporate credit
rating. The outlook was revised to stable from negative.

"The outlook revision reflects an improving, albeit still weak,
financial profile," said Standard & Poor's credit analyst
Christopher DeNicolo.

"Factors propelling this improvement are a recovery in key
markets, improving profitability, and increased cushion under
financial covenants in the firm's credit facility, after an
amendment earlier this year," he added.

Standard & Poor's Ratings Services' ratings on DAE Aviation
Holdings Inc. reflect a highly leveraged financial risk profile,
due to high debt leverage and weak cash generation. The ratings
also reflect DAE Aviation's exposure to the competitive and
cyclical general aviation markets, which are recovering from a
recent downturn. The less-cyclical military business, the
company's leading positions in markets served, and fairly high
barriers to entry partly offset the negative factors.

Poor profitability, largely because of losses at the business
aircraft completions business (5% to 10% of sales), resulted in
deteriorating credit protection measures in 2008 and 2009 and
tightening covenant compliance. This is despite the company paying
down more than $350 million in debt in 2008 by using proceeds from
a divestiture. In addition, the economic and financial crisis,
along with lower corporate profitability, resulted in declining
business jet use throughout most of 2009. Business jet operations
began to improve in 2010, a trend which is still continuing in
2011. As a result, DAE Aviation's revenues from this market (25%
to 30% of revenues) declined significantly in 2009, but began to
recover in 2010 and through the first half of 2011.

The company has returned the completions business to modest
profitability by replacing management and redesigning work
processes. Other companywide cost-reduction efforts consisted of
reducing staff to address lower demand, freezing salaries,
consolidating certain operations, and eliminating some
executive positions. A shift in the mix of engines serviced will
constrain margin improvement, and we expect EBITDA margins to be
about 10%.


DIGITILITI INC: Incurs $819,000 Second Quarter Net Loss
-------------------------------------------------------
Digitiliti, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $818,991 on $481,714 of revenue for the three months ended
June 30, 2011, compared with a net loss of $3.62 million on
$539,007 of revenue for the same period during the prior year.

The Company also reported a net loss of $1.72 million on $892,743
of revenue for the six months ended June 30, 2011, compared with a
net loss of $4.46 million on $1.16 million of revenue for the same
period a year ago.

The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $1.45 million
in total assets, $3.36 million in total liabilities and a $1.90
million total stockholders' deficit.

As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered losses from operations and has a working
capital deficit.

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

                        http://is.gd/8fkphS

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.


DOT VN: Vietnamese IDNs Registrations Exceed 320,000
----------------------------------------------------
Dot VN, Inc., announced that since its official launch of the
Vietnamese Native Language Internationalized Domain Names on
April 28, 2011, registrations have exceeded 320,000 domain names
and has had great popularity with internet users in rural areas of
Vietnam.

According to Mr. Tran Minh Tan, deputy director of the VNNIC,
under the Ministry of Information and Communications, "[I]nternet
users in rural areas were especially fond of using Vietnamese-
language domain names since they used Vietnamese almost
exclusively on the internet.  The meaning of Vietnamese domain
names was also clearer and more understandable to Vietnamese
users," Tan said.

"The Vietnamese IDNs represent a concerted effort on the part of
VNNIC and Dot VN to reach the whole of the Vietnamese population
and not just those that reside in major cities.  While many online
services have focused almost exclusively on urban users in major
cities, those users represent but a small fraction of the over 89
million people that make up the population of Vietnam," said Dot
VN President Lee Johnson.  "We hope to be a leader in the
development of services for the as yet underserved majority of
existing and potential internet users.  The Vietnamese IDN
resonates with the whole of Vietnamese Society in a fundamental
way and engages Vietnamese users in their native speech in a way
that is far superior to standard Vietnamese domain names.  We
believe that it is this connection that will allow us to reach
countless millions of new Vietnamese users with a depth and scope
not yet achieved through the power of their native language.  As
VNNIC's partner in the IDN project we will continue to dedicate
ourselves to reaching all corners of Vietnam from the cities to
the fields with the very best products and services."

                           About Dot VN

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

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

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

The Company's balance sheet at April 30, 2011, showed
$2.76 million in total assets, $8.77 million in total liabilities,
and a $6.01 million total shareholders' deficit.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.


DULCES ARBOR: U.S. Trustee Unable to Form Committee
---------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Dulces Arbor, S. de R.L.
de C.V, have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint a committee should
interest developed among the creditors.

                         About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area in Texas.  It filed for
Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on
June 22, 2011.  Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million.  The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.


EARTH SEARCH: Incurs $887,900 Net Loss in June 30 Quarter
---------------------------------------------------------
Earth Search Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $887,860 for the three months ended June 30, 2011,
compared with a net loss of $490,833 for the same period a year
ago.

The Company reported a net loss of $1.85 for the fiscal year ended
March 31, 2011, compared with a net loss of $1.25 million during
the prior year.

The Company's balance sheet at June 30, 2011, showed $914,406 in
total assets, $21.80 million in total liabilities, and a
$20.88 million total stockholders' deficit.

The Company did not generate any revenue during fiscal year 2011,
has no current business operations and is currently focused on two
potential business ventures.  First, the Company is working with
certain investors to develop and employ technology in the
extraction of oil and gas from oil shale.  Second, the Company is
seeking joint venture opportunities with private industry,
universities and state and federal agencies to develop, package
and deliver, through the application of the Company's
hyperspectral remote sensing solutions, applications and
associated technologies, superior airborne mapping products and
services.

MaloneBailey, LLP, in Houston, Texas, noted that the Company has a
$20,553,359 working capital deficit as of March 31, 2011, which
raises substantial doubt about the Company's ability to continue
as a going concern.

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

                        http://is.gd/LDvYRq

                        About Earth Search

Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada
corporation.  The Company has five wholly-owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International.  In addition,
there are five majority-owned consolidated subsidiaries: Earth
Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro
Probe, Inc. and Terranet, Inc.  All subsidiaries except Petro
Probe and General Synfuels were inactive during fiscal 2009 and
2010.


EDGEWAVE INC: June 30 Balance Sheet Upside-Down by $14.1 Million
----------------------------------------------------------------
EdgeWave, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.3 million on $4.8 million of revenues for the
three months ended June 30, 2011, compared with a net loss of
$432,000 on $4.3 million of revenues for the same period last
year.

The Company reported a net loss of $3.0 million on $9.2 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $581,000 on $8.7 million of revenues for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $16.3 million
in total assets, $30.4 million in total liabilities, and a
stockholders' deficit of $14.1 million.

As of June 30, 2011, the Company was not in compliance with
certain covenants with Silicon Valley Bank ("SVB").  SVB has
agreed to waive the covenant non-compliance under the loan
agreement as of June 30, 2011.  SVB and the Company are currently
in discussions regarding amending the covenant provisions of the
current agreement.

A copy of the Form 10-Q is available at http://is.gd/Qt44KH

San Diego, Calif.-based EdgeWave, Inc., formerly St. Bernard
Software, Inc., develops and markets on demand, on-premises, and
hybrid Secure Content Management ("SCM") solutions to the mid-
enterprise and service provider markets.  On June 15, 2011, the
shareholders of the Company approved the amendment of the
Company's Certificate of Incorporation to change our corporate
name from St. Bernard Software, Inc., to EdgeWave, Inc.


ELEPHANT & CASTLE: Wants ComEd to Offset Claim From Cash Deposit
----------------------------------------------------------------
Massachusetts Elephant & Castle Group, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Massachusetts to approve a
stipulation entered with Commonwealth Edison Company as to
adequate assurance of postpetition payments and use of prepetition
cash deposit.

The Debtors relate that prior to the Petition Date, they provided
ComEd with a deposit of $10,354 for ComEd's utility services to
the Debtors at some of their restaurant location.

The Debtors note that on June 30, the Court granted their motion
to (i) prohibit utilities from altering, refusing or discontinuing
services for prepetition invoices; (ii) determining that the
utilities are adequately assured of postpetition payment; and
(iii) and establishing procedures for determining requests for
additional assurance.

Pursuant to the final order, the Debtors are not required to
provide any utility in possession of a security deposit with any
additional assurance.  However, on July 19, ComEd requested that
the Debtors provide it with adequate assurance in the form of an
agreement inter alia (a) permitting ComEd to offset a prepetition
obligation in the amount of $7,299 against the prepetition
deposit; and (b) allowing ComEd to retain the balance of the
prepetition deposit as adequate assurance for any postpetition
payments.  In the interim $934 of the foregoing $3,055 credit was
applied to a postpetition balance, redusing the remaining credit
to $2,120.

The Debtors, in response to ComEd's request, entered into a
stipulation with ComEd providing for, among other things, ComEd to
be permitted to (a) offset a prepetition debt of $7,299 against
the prepetition deposit and (b) retain the remainder of the credit
as adequate assurance for any postpetition obligations.  The
Debtors also agree to pay all unidsputed postpetition bills
received from ComED for postpetition utility charges by the due
date.

The Debtors note that upon the approval of the stipulation,
ComEd's request for adequate assurance of payment will be
satisfied.

Commonwealth is represented by:

         Russell R. Johnson III, Esq.
         LAW FIRM OF RUSSEL R. JOHNSON III, PLC
         2258 Wheatlands Drive
         Maakin-Sabot, VA 23103
         Tel: (804) 749-8861
         Fax: (804) 749-8862

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  John G. Loughnane, Esq. at
Eckert Seamans Chein& Mellott, LLC represents the Debtor in its
restructuring effort.  Repechage Investments' estimated assets and
debts at $10 million to $50 million.  Other Debtors' estimated
assets and debts at $0 to $10 million.

On July 12, 2011, the U.S. Trustee's office appointed the Official
Committee of Unsecured Creditors.


ENERGY FUTURE: Fitch Affirms 'CCC' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed TCEH's Issuer Default Rating (IDR) at
'CCC'.  Due to inter-company linkages, Fitch has 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'.

Security Ratings at TCEH:

Based on Fitch's expectations of a lower enterprise value estimate
in an updated recovery analysis, Fitch has downgraded the security
ratings as: first lien senior secured debt to 'B/RR2' from
'B+/RR1', second lien senior secured debt to 'C/RR6' from 'B/RR2',
guaranteed unsecured notes to 'C/RR6' from 'CCC/RR4' and non-
guaranteed unsecured notes to 'C/RR6' from 'CC/RR5'.

Security Ratings at EFH/EFIH:

Based on an updated recovery analysis, Fitch has affirmed the
security ratings for senior secured first lien debt at 'B+/RR1'.
Fitch has assigned its 'B/RR2' ratings to the recent issue of
second lien debt at EFIH.  In addition, Fitch has affirmed the
guaranteed unsecured notes at 'B/RR2' and downgraded non-
guaranteed, unsecured notes to 'C/RR6' from 'CCC/RR4'.

TCEH's ratings reflect the over-leveraged capital structure,
deteriorating free cash flow profile and rising uncertainty over
environmental rules proposed by the Environment Protection Agency
(EPA) in recent months that would likely lead to increased capital
investments, reduced dispatch and higher operating costs at TCEH's
coal-fired fleet.  Adding to Fitch's concerns are the choppy
capital markets that could make it difficult for the company to
execute refinancings in order to reduce and/ or extend the
maturities of debt.

Fitch expects EFH and TCEH's combined liquidity to remain adequate
until 2014 given availability under the credit facilities and the
ability to add approximately $1.25 billion of first lien secured
indebtedness and approximately $5.7 billion second lien secured
indebtedness at EFH/EFIH and TCEH.

Power Market Recovery Key to Drive EBITDA Growth:

TCEH's EBITDA has trended below Fitch's expectations for the last
two years.  Excluding weather related surges, heat rate recovery
in Electric Reliability Council of Texas (ERCOT) has been slow and
persistent weakness in natural gas prices has kept the power
prices depressed.  Fuel costs have been on the rise impacting the
margins at Luminant.  Profitability in the retail segment has been
strong, offsetting partially the generation margin squeeze;
however, high competitive intensity continues to take a toll on
customer retention.

Looking forward, Fitch expects the power prices in ERCOT to move
up as capacity in the region gets increasingly tight, thereby,
benefiting Luminant's cash flows.  ERCOT's current forecasts call
for the reserve margins in the region to dip below the reliability
threshold of 13.75% in 2014, excluding the impact of the recent
Cross State Air Pollution Rule (CSAPR).  Power prices will likely
rise in anticipation of the tightness, and there will likely be
upward pressure on natural gas prices, thereby, benefiting the
incumbent generators such as Luminant.  The overall uplift to
TCEH's EBITDA, however, will likely be tempered by narrowing
retail margins, roll-off of the in-the-money natural gas hedges,
and higher operating costs for emission compliance, in Fitch's
opinion.  The timing and magnitude of the power market recovery in
ERCOT remains a key variable that Fitch monitors as management
attempts to manage liquidity and extend debt maturities to buy
time for power markets to recover.

Environment Rules Fuel Uncertainty:

Fitch expects environmental compliance related capital
expenditures at TCEH to rise over the forecast period, in
particular to meet the proposed Hazardous Air Pollutant Maximum
Available Control Technology (HAP MACT) rule.  While not in
Fitch's rating case at present, the CSAPR could potentially have a
material adverse impact on cash flows.  The inclusion of Texas has
significant implication for TCEH since the rule mandates steep SO2
and seasonal NO2 reductions that could lead to sizeable capital
investment, fuel mix and dispatch decisions for the company's
unscrubbed coal fleet.

Given the aggressive timeline for implementation of the CSAPR
(Jan. 1, 2012), TCEH will have to confront difficult choices to
achieve mandated emission reductions absent a stay on
implementation, which include: (1) curtailing production at its
coal-fired plans; (2) fuel switching to Powder River Basin coal at
its lignite units; (3) increasing utilization of its existing
scrubbers; (4) exploring Dry Sorbent Injection technology for its
unscrubbed fleet; and (5) buying allowances. Whatever combination
of options TCEH decides to pursue will likely decrease
profitability through reduced production and higher operating
costs. With its coal fleet located in a market where natural gas
sets the power price a majority of the time, TCEH will have to
absorb a majority of the cost impact. However, given the potential
for legal challenges to CSAPR and the possibility that the rule
gets modified and/ or delayed, Fitch has not included CSAPR in its
rating case.

Deteriorating Free Cash Flow Profile:

Fitch expects TCEH to cover cash interest costs and capital
expenditures from internally generated cash flow from operations
in 2011.  Looking forward, Fitch expects free cash flow to turn
negative driven by rising capex needs and increasing cash interest
costs.  In Fitch's base case, which assumes a modest recovery in
power markets in ERCOT beginning 2013, the EBITDA uplift does not
completely offset the negative cash flow impact of the roll-off of
the favorable natural gas hedges.  Fitch sees cash interest
expense increasing over the forecast period driven by the impact
of the recent refinancings, termination of PIK interest in
November 2012, higher debt balances, and higher interest rates on
floating debt, partially offset by the roll-off of current
interest rate swaps.  The free cash flow deficit at TCEH could be
exacerbated if the commodity environment does not improve from
what is suggested by the current forwards.

Liquidity Adequate but Declining:

Liquidity is adequate with availability under the credit
facilities plus cash on hand totaling approximately $2.4 billion
as of June 30, 2011 for TCEH and EFH/EFIH combined.  Looking
forward, Fitch expects available liquidity to be impacted by free
cash flow deficits at TCEH as highlighted above and reduced
upstream dividends from Oncor during 2011 - 13 as the utility
dedicates cash flow to capital investments and manages within its
60% debt/capital restriction. Fitch has also lowered its
expectations for the size of tax payments received from Oncor due
to bonus depreciation benefits at the utility.  Liquidity should
be adequate until 2014 given modest debt maturities and the
ability to issue $2.6 billion of first and second lien secured
debt at TCEH (of which $750 million can be first lien debt) and
approximately $4.3 billion of first and second lien secured debt
at EFH/EFIH, of which approximately $500 million can be first lien
debt.

Capital Structure Remains Over Leveraged:

Fitch continues to view TCEH's capital structure as over-leveraged
based on expectations of a moderate power price recovery in ERCOT.
While a portion of debt maturities have been extended, remaining
debt maturities are significant including the $645 million un-
extended portion of the revolving credit facility in October 2013,
the $3.8 billion un-extended portion of term loans and deposit
letter of credit (LC) loans in October 2014 and the $4.9 billion
of cash pay/PIK toggle notes in 2015/16 (which includes
approximately $323 million of notes held by EFH and EFIH).  The
debt maturity schedule could be exacerbated by the springing
maturity provision for the extended portions of the term loans and
deposit LC loans in 2015/16 if the requisite conditions are not
met.  Volatile capital market conditions and the uncertainty
induced by the EPA regulations could hamper the company's ability
to execute refinancings on a timely basis. Fitch's forecasts
include an increase in leverage from an already untenable level
due to a need for higher borrowings to fund operations.

Guidelines for Future rating Actions:

Fitch's rating system does not use (+) or (-) indicators in the
rating categories of 'CCC' and below, so positive or negative
rating actions with respect to TCEH and EFH/EFIH's IDRs would
reflect Fitch's view of credit quality migrating toward the 'B' or
'CC' rating categories.

Monitoring TCEH's environmental compliance strategy is going to be
key to assessing the effect on liquidity from reduced
profitability and higher capital investments.  In this regard,
Fitch will continue to monitor the implementation of CSAPR and
TCEH's response.  Other important rating factors 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.

Recovery Analysis:

The individual security ratings at TCEH and EFH/EFIH are notched
above or below the IDR, as a result of the relative recovery
prospects in a hypothetical default scenario.

For the recovery analysis of TCEH, Fitch values the power
generation assets at Luminant using a net present value (NPV)
analysis.  Fitch uses the plant valuation provided by its third-
party power market consultant, Wood Mackenzie, as an input as well
as Fitch's own gas price deck and other assumptions.  The
generation asset NPVs vary significantly based on future gas price
assumptions and other variables, such as the discount rate and
heat rate forecasts in ERCOT.  Fitch's valuation of Luminant's
generation fleet at approximately $18.3 billion reflects a value
of approximately $2,900/kw for the nuclear units, $1,000/kw for
the older coal fleet, $2,000/kw for the newer coal units and
$400/kw for the natural gas plants.  Fitch values TXU Energy at
$3.5 billion using an EV/EBITDA multiple of 5.0 times (x).  Also
included in the recovery value is approximately 73% recovery for
TCEH's inter-company loans to EFH (face value assumed at $1.4
billion).

For the purpose of the recovery analysis, Fitch has assumed that
the credit facilities are fully drawn and the first lien capacity
is fully utilized.

The recovery analysis results in 'B/RR2' rating for TCEH's first
lien bank facilities and first lien senior secured notes.  The
'RR2' rating reflects a two-notch positive differential from the
'CCC' IDR and indicates that Fitch estimates superior recovery of
71 - 90%.  The recovery waterfall yields no recovery for all debt
junior to the first lien as the first lien debt holders are not
paid in full.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor's Holdings' 80%
ownership interest in Oncor.  Fitch's current view is that the
value of Oncor Holdings' equity interest is at least equal to its
proportionate share in Oncor's book value, which Fitch estimates
at approximately $7.8 billion as of 2014 year-end, which is the
assumed timing of default in the recovery analysis.  The recovery
analysis results in 'B+/RR1' rating for the first lien senior
secured debt at EFH/EFIH.  The 'RR1' rating reflects a three-notch
positive differential from the 'CCC' IDR and indicates that Fitch
estimates outstanding recovery of 91-100%.
The recovery analysis yields full recovery for the second lien
securities at EFIH.  However, Fitch has taken into consideration
that management may issue new secured debt against the equity
value of its Oncor Holdings' ownership interests, which would
diminish the excess collateral coverage of the secured notes over
time. Hence, Fitch has suppressed the rating of EFIH second lien
securities at 'B/RR2'.

Fitch has assigned the following ratings:

EFIH:

  -- Senior secured second lien notes at 'B/RR2'

Fitch has taken the following rating actions and removed the
Stable Outlook:

TCEH:

  -- IDR affirmed at 'CCC';
  -- Senior secured bank facilities downgraded to 'B/RR2' from
     'B+/RR1';
  -- Senior secured first lien notes downgraded to 'B/RR2' from
     'B+/RR1';
  -- Senior secured second lien notes downgraded to 'C/RR6' from
     'B/RR2';
  -- Secured lease facility bonds affirmed at 'B-/RR3' (secured by
     certain combustion turbine assets);
  -- Guaranteed unsecured notes downgraded to 'C/RR6' from
     'CCC/RR4';
  -- Senior unsecured debt (non-guaranteed) downgraded to 'C/RR6'
     from 'CC/RR5';
  -- Senior unsecured pollution control bonds issued by the Brazos
     River Authority (TX), Sabine River Authority (TX), and
     Trinity River Authority (TX) downgraded to 'C' from 'CC'.

EFH:

  -- IDR affirmed at 'CCC';
  -- Secured notes affirmed at 'B+/RR1';
  -- Guaranteed notes affirmed at 'B/RR2';
  -- Senior notes (non-guaranteed) downgraded to 'C/RR6' from
     'CCC/RR4'.

EFIH:

  -- IDR affirmed at 'CCC';
  -- Senior secured first lien notes affirmed at 'B+/RR1'.

EFCH:

  -- IDR affirmed at 'CCC';
  -- Unsecured notes downgraded to 'C/RR6' from 'CC/RR5'.


ESP RESOURCES: Posts $1.2 Million Net Loss in 2nd Quarter
---------------------------------------------------------
ESP Resources, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on $2.3 million of sales for
the three months ended June 30, 2011, compared with a net loss of
$533,914 on $1.3 million of sales for the corresponding period
last year.

The Company reported a net loss of $2.0 million on $4.1 million of
sales for the six months ended June 30, 2011, compared with a net
loss of $960,899 on $2.3 million of sales for the same period of
2010.

The Company's balance sheet at June 30, 2011, showed $6.1 million
in total assets, $5.1 million in total liabilities, and
stockholders' equity of $978,466.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
ESP Resources' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses and negative cash from operations
through Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/g2Qu8E

Scott, La.-based ESP Resources, Inc., through its wholly owned
subsidiary, ESP Petrochemicals, Inc., is a custom formulator of
petrochemicals for energy industry.


EVERGREEN ENERGY: To Settle Cook & Bitonti Litigation for $2-Mil.
-----------------------------------------------------------------
Evergreen Energy Inc. entered into a Settlement Agreement and
Release effective Aug. 23, 2011, to settle the matter of Vincent
Cook and James V. Bitonti v. C-Lock Technology, Inc., Evergreen
Energy Inc., Thomas H. Stoner, Robert S. Kaplan, M. Richard Smith
and Manual H. Johnson, Case No. 10CV2417(District Court for the
City and County of Denver, Colorado).  According to the Settlement
Agreement, the Company has agreed to pay $2,000,000 in full
satisfaction of the claims asserted by Cook and Bitonti.   The
settlement amount will be paid $500,000 on the effective date,
followed by eight weekly installments of $187,500, commencing
Aug. 29, 2011.  The court has signed an order to vacate its
findings and dismiss the matter with prejudice upon payment in
full of the settlement amount.

The Company has filed suit against its directors and officers
insurance carrier in United States District Court for the District
of Colorado, Case No. 1:11CV01700, in an attempt to secure
coverage related to the Cook and Bitonti litigation.

A full-text copy of the Settlement Agreement and Release is
available for free at http://is.gd/H71oWS

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EVERGREEN SOLAR: Presidio Tech Objects to Stalking Horse Plan
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Presidio Technology
Capital LLC objected Thursday to Evergreen Solar Inc.'s Delaware
bankruptcy court bid to enter into a $30 million stalking horse
asset sale agreement with a group of bondholders, saying the deal
first needs an amendment to protect Presidio's property.

Law360 relates that according to the objection, Presidio had a
deal with Evergreen under which it leased the solar panel company
computer and computer-related equipment, some of which Evergreen
would buy for a $66,500 lease termination payment, with the rest
going back to Presidio.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Zolfo Cooper LLC is
the financial advisor.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.


EVERGREEN SOLAR: 341(a) Creditors' Meeting Set on Sept. 20
----------------------------------------------------------
Evergreen Solar, Inc. will hold an 11 U.S.C. Sec. 341(a) meeting
of creditors on Sep. 20, 2011 at 11:00 a.m. prevailing Eastern
time.  The meeting will be held at:

     J. Caleb Boggs Federal Courthouse
     844 King Street, 5th Floor
     Room 5209, Wilmington
     Delaware 19801

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

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

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Zolfo Cooper LLC is
the financial advisor.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.


FENTON SUB: Hearing on Cash Collateral Continued Until Sept. 19
---------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota has continued until Sept. 19, 2011, at 9:00
a.m., the hearing to consider Fenton Sub Parcel D, LLC's use of
cash collateral.

By Sept. 5, all parties are expected to confer and enter into
stipulations as to the following:

   a) Waiver of objections to the admissibility of exhibits
      on the grounds of lack of identification or foundation
      where the identification or foundation is not to be
      contested.

   b) Waiver of objections to the admissibility of depositions
      proposed to be offered in evidence, if any.

   c) Facts which are not disputed. This stipulation will
      be reduced to writing in a form which can be adopted
      by the Court as Findings of Fact.

         About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816.  He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FISHER ISLAND: Court Denies Oxana Adler's Motion to Dismiss Case
----------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida denied petitioning creditor Oxana
Adler, LLM's notice of and request for withdrawal and dismissal of
Involuntary Chapter 11 Petition against Fisher Island Investments,
Inc., et al.

The Court also ordered that the Debtors' objection to Oxana
Adler's motion is sustained.

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


FISHER ISLAND: Court Approves Withdrawal of Bast Amron as Counsel
-----------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Brett M. Amron Esq. and
the law firm of Bast Amron LLP, to withdraw as counsel of record
for Fisher Island Investments, Inc., et al.

According to Mr. Amron, the Debtor will be represented by Darin

A. Dibello, Esq. and the law firm of Dibello, Lopez & Casillo,
P.A., and Emanuel Zeltser,
Esq. and the law firm of Sternick and Zeltser.  Bast Amron have
represented debtor-affiliate Mutual Benefits Offshore Fund, Ltd.,
as co-counsel along with Mr. Dibello, Mr. Zeltser, and their
respective law firms.

                       About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


FKF MADISON: Hfz Capital Works With Amalgamated Bank to Close Deal
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that HFZ Capital Group is in
talks with its rivals for control of the One Madison Park
condominium tower and could reach a deal with Related Cos. and
Amalgamated Bank within weeks, attorneys told a bankruptcy judge.

                        About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FNB UNITED: Remains Listed on The Nasdaq Stock Market
-----------------------------------------------------
FNB United Corp., on Aug. 19, 2011, received a written notice from
The Nasdaq Stock Market of the Nasdaq Hearing Panel's
determination to grant FNB United's request to remain listed on
The Nasdaq Stock Market, subject to certain conditions.  These
conditions include:

   (1) FNB United's announcing on or before Oct. 31, 2011, the
       closings of its acquisition by merger of Bank of Granite
       Corporation and its $310 million recapitalization plan;

   (2) FNB United's filing on or before Oct. 31, 2011, a current
       report on Form 8-K containing pro forma financial
       statements demonstrating in excess of $2.5 million in
       shareholders' equity; and

   (3) FNB United common stock's maintaining on or before Nov. 18,
       2011, a closing bid price of $1.00 or more for a minimum of
       ten consecutive trading days.

To comply fully with the exception granted by the Hearing Panel,
FNB United must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq Stock Market.

The Nasdaq Hearing Panel's decision followed FNB United's appeal
of the Nasdaq staff's determination that FNB United had not
provided a definitive plan evidencing its ability to achieve near-
term compliance with the continued listing requirements and
standards of The Nasdaq Capital Market, including, in particular,
Rule 5550(a)(2), the bid price rule, and Rule 5550(b)(1), the
minimum shareholders' equity standard.  The Hearing Panel
concluded that FNB United has presented a definitive plan to
regain compliance with both the shareholders' equity and bid price
requirements for continued listing and that the plan, once
executed, will support the requirements for continued listing.

Although FNB United may request that the Nasdaq Listing and
Hearing Review Council review the Hearing Panel's decision, it
does not intend to do so.  The Listing Council may, however, on
its own motion, determine to review the Hearing Panel's decision
within 45 calendar days after the date of the decision.  If the
Listing Council determines to review the decision, it may affirm,
modify, reverse, dismiss or remand the decision to the Hearing
Panel.  FNB United common stock continues to trade on The Nasdaq
Capital Market under the symbol "FNBN."

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company's balance sheet at June 30, 2011, showed $1.72 billion
in total assets, $1.83 billion in total liabilities and a $113.71
million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


FULLCIRCLE REGISTRY: Posts $120,900 Net Loss in 2nd Quarter
-----------------------------------------------------------
FullCircle Registry, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $120,920 on $318,686 of revenues for
the three months ended June 30, 2011, compared with a net loss of
$67,419 on $382 of revenues for the same period last year.

The Company reported a net loss of $174,856 on $653,401 of
revenues for the six months ended June 30, 2011, compared with a
net loss of $142,041 on $504 of revenues for the same period of
2010.

The Company's balance sheet at June 30, 2011, showed $5.6 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $412,411.

As reported in the TCR on April 26, 2011, Rodefer Moss & Co.,
PLLC, in New Albany, Indiana, expressed substantial doubt about
FullCircle Registry'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 and has a net working capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/q8yoCe

Shelbyville, Kentucky-based FullCircle Registry, Inc., focuses on
insurance agency operations.  It holds license for the life and
health insurance business.  The Company is developing plans and
infrastructure.  Its products and services that are in development
include medicare services, prescription assistance, estate
planning, life insurance, group and individual health insurance,
auto and home insurance, and medical record storage.


FUSION TELECOMMUNICATIONS: Borrows $84,000 from Director
--------------------------------------------------------
Fusion Telecommunications International, Inc., on Aug. 16, 2011,
borrowed $21,000 from Marvin S Rosen, a Director of the Company.
This note (a) is payable on demand in full upon 10 days' notice of
demand from the lender, (b) bears interest on the unpaid principal
amount at the rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

Fusion Telecommunications in an Aug. 18 filing disclosed that it
borrowed $53,000 from Marvin S Rosen, a Director of the Company.
This note (a) is payable on demand in full upon 10 days notice of
demand from the lender, (b) bears interest on the unpaid principal
amount at the rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                   About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company's balance sheet at June 30, 2011, showed $4.81 million
in total assets, $14.33 million in total liabilities and a $9.52
million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.


GAMESTOP INC: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Grapevine, Texas-based GameStop Corp.'s and its co-borrower
GameStop Inc.'s $650 million 8% senior unsecured notes due 2012 to
'3' from '4'. The '3' recovery rating indicates that noteholders
should receive meaningful (50%-70%) recovery of principal in
the event of a default.

"At the same time, we affirmed our 'BB+' corporate credit rating
on GameStop, as well as our issue-level ratings," S&P related.

"The change in our recovery analysis reflects our revised
expectation of the recovery prospects because of the significant
debt reduction," said Standard & Poor's credit analyst Jayne Ross.

GameStop's capital structure is: a $400 million senior credit
facility (unrated) due in 2016 and $650 million 8% senior
unsecured notes due 2012 (currently about $250 million is
outstanding).

"The 'BB+' rating on GameStop reflects our view that the company's
participation in the highly competitive videogame and PC
entertainment software industry," said Ms. Ross, "and the cyclical
and seasonal nature of the industry detract from its overall
business risk profile." The company's strong brand recognition and
market position, along with its broad geographic footprint,
somewhat mitigate these factors and will likely support GameStop's
ability to maintain its solid market position.


GENERAL MARITIME: Common Stock Price Falls Below NYSE's Threshold
-----------------------------------------------------------------
General Maritime Corporation announced that on Aug. 22, 2011, it
received notice from the New York Stock Exchange, Inc., that the
Company is no longer in compliance with the NYSE's continued
listing standards because the per share price of the Company's
common stock has fallen below the NYSE's share price requirements.
The NYSE requires the average closing price of a listed company's
common stock to be at least $1.00 per share over a consecutive 30
trading-day period.

Subject to the NYSE's rules, the Company has six months from the
date of its receipt of the NYSE notice to regain compliance with
the minimum share price rule, or until the Company's next annual
meeting of shareholders, if shareholder approval is required to
cure the price deficiency.  During that time, the Company's common
stock will continue to be listed and will trade on the NYSE,
subject to the Company's continued compliance with the NYSE's
other applicable listing rules.

The NYSE notification does not affect the Company's business
operations or its Securities and Exchange Commission reporting
requirements, and does not conflict with any of the Company's
credit agreements or other debt obligations.

The Company expects to notify the NYSE of its intention to cure
this deficiency, including by effecting a reverse stock split, if
necessary.  Any reverse stock split would be subject to the
approval of the Company's Board of Directors and shareholders.

                    About General Maritime Corp.

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

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

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.44 billion in total liabilities, and
$339.32 million in total shareholders' equity.

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

                         *     *     *

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

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

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


GREEN ENERGY MANAGEMENT: Posts $788,000 Net Loss in 2nd Quarter
---------------------------------------------------------------
Green Energy Management Services Holdings, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$788,057 on $4,308 of contract revenue earned for the three
months ended June 30, 2011, compared with a net loss of $343,864
on $89,584 of contract revenue earned for the same period last
year.

The Company reported a net loss of $13.5 million on $8,615 of
contract revenue earned for the six months ended June 30, 2011,
compared with a net loss of $397,836 on $291,311 of contract
revenue earned for the same period of 2010.

Selling, general and administrative expenses for the six months
ended June 30, 2011, and 2010, were $13.4 million and $402,063,
respectively.

The Company's balance sheet at June 30, 2011, showed $1.9 million
in total assets, $2.0 million in total liabilities, and a
stockholders' deficit of $80,045.

As reported in the TCR on April 8, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Green Energy
Management'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.

A copy of the Form 10-Q is available at http://is.gd/AwqC91

Teaneck, N.J.-based Green Green Energy Management Services
Holdings, Inc., is a full service energy management company based
in the Eastern United States.  As a legacy business of Southside
Electric Corporation, Inc., the Company may also provide
residential and commercial electrical contractor services,
although the Company had no revenues from that business for the
periods ended June 30, 2011.  During the second half of 2010, the
Company underwent a significant shift in its business strategy
away from the former Southside, contracting business to the new
strategy of Energy Efficiency and energy management.


H&S JOURNAL: Burnside Estate Trustee Wants to Sell Real Property
----------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court Southern for
the District of New York will convene a hearing on Sept. 8, 2011,
at 10:00 a.m., to consider the request of Gregory M. Messer, Esq.
to:

   i) compel the sale of the real property known and located at
      912-921 Bergen Avenue, Jersey City, 924 Bergen Avenue,
      Jersey City and Journal Square, Jersey City, New Jersey
      owned by the debtor, H&S Journal Square Associates, Ltd.;

  ii) authorize the trustee to conduct the sale pursuant to the
      Burnside Consent Order; and

iii) authorize the trustee to sell the H&S Journal Property as
      part of the Burnside Estate.

Objections, if any, are due Sept. 1, 2011.

Mr. Messer is the Chapter 11 trustee of Burnside Avenue Lot
Stores, Inc., et al.   The Burnside estate is an affiliate of the
Debtor pursuant to a Court order dated Aug. 1, 2008, and Jan. 13,
2010.

The trustee asked the Court to compel the sale of the East 22nd
Street and Quentin Road Property and the H&S Journal Property
which are pledged as collateral under the Burnside Funding
Agreement.  The agreement was entered among the trustee and Scott
Dweck, Albert Dweck, Valarie Dweck and Adele Dweck, for the
purchase of the Burnside estate assets and settle certain claims,
in exchange for a fund to pay the creditors with allowed claims
against the Burnside estate.

According to the trustee, the Debtor has remained in possession of
its assets and is authorized to continue in the operation and
management of its business as a debtor-in-possession.  The
Debtor's assets also secure indebtedness amounting to $18,442,173
to CA 912 921 Bergen Avenue, LLC, successor in interest to Oritani
Bank.

The trustee negotiated with CA the terms of a sale that would
redound to the benefit of other creditors and provide for a cap on
the amount of the secured lenders debt.  Subject to the approval
of this Court, the Trustee and the CA agree to these terms of sale

   a) CA will be entitled to a base credit bid of $16,000,000.  If
      the H&S Journal Property sells for the Initial Bid (or
      less), CA will carve out and pay $300,000 for the benefit of
      creditors;

   b) If a third party is the successful purchaser, the Carve Out
      will come from the additional proceeds of the sale after
      payment of CA's lien;

   c) After the Initial Bid, CA is entitled to receive the next
      $300,000 to recoup for the amount of the Carve Out up to a
      total sale price of $16,300,000;

   d) If the successful bid is between $16,300,000 and
      $17,000,000, the sale proceeds will be split as follows: (i)
      71.5% to CA; and (ii) 28.5% to the estate.  Further, if CA
      chooses to increase its bid into this range, it will be
      responsible to pay for the carve out, plus 28.5% of the bid
      over $16,300,000 (e.g., on a $17,000,000 sale, the estate
      would receive $500,000);

   e) If the successful Bid is between $17,000,000 and
      $18,000,000, the sale proceeds will be split as follows: (i)
      50% to CA; and (ii) 50% to the estate (e.g., on a sale of
      $18,000,000 the Burnside Estate would receive $1,000,000);

   f) If the successful bid is $18,000,000 or more the sale
      proceeds will be split as follows: (i) 25% to CA; and (ii)
      75% to the Burnside Estate (e.g., on a sale in excess of
      $18,000,000 the Burnside estate would receive $1,000,000
      plus 75% of every dollar over $18,000,000 and 100% of every
      dollar once CA receives its capped amount);

   g) CA agrees to cap its total distribution from the sale
      proceeds to $17,750,000 and, in its sole discretion, may
      agree to reduce the cap amount to $17,500,000.  If CA were
      to receive its capped amount of $17,750,000, the sale price
      would be $21 million and the Estate will necessarily have
      received $3,250,000 from the sale proceeds;

   h) CA also may, but is not required, to credit bid the full
      amount of its secured claim up to the amount set forth in
      its proof of claim as calculated as the date of the sale.
      To the extent that CA makes a successful credit bid, it will
      be responsible for the payment to the Estate of the carve
      out amounts the Estate would have received in a third party
      sale scenario; and

   i) The costs of the sale will be paid for by a buyer's premium,
      however if CA is the successful bidder, the parties will
      negotiate in good faith an appropriate amount of
      compensation to the broker/auctioneer.

Trustee is represented by:

         LAMONICA HERBST & MANISCALCO, LLP
         Gary F. Herbst, Esq.
         3305 Jerusalem Avenue
         Wantagh, NY 11793
         Tel: (516) 826-6500

               About H&S Journal Square Associates

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  Kevin J. Nash, Esq., and J.
Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New
York, represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.


HARRISBURG, PA: Trying to Stave Off Default With Loan
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Harrisburg PA, the
financially strapped capital of Pennsylvania, will likely miss a
bond payment next month if a deal to secure a $7.5 million loan
falls through, a spokesman for the mayor.

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The outstanding
principal on the incinerator debt is $288 million.  Total
principal and interest on this debt would amount to approximately
$458 million.  Debt service payments on the total incinerator debt
are $20 million per year.  Of this total, Dauphin County,
Pennsylvania, is responsible for roughly $10 million and
Harrisburg is responsible for the other $10 million.   The city is
guarantor on 100% of the $288 million Incinerator debt.

The City Council of Harrisburg voted 5-2 on September 28 to seek
professional advice on bankruptcy or state oversight.  Harrisburg
needed state aid to avoid default on $3.3 million of bond payments
this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on $3.3
million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HARRISBURG, PA: Likely to Default Bond Payment
----------------------------------------------
American Bankruptcy Institute reports that Harrisburg, the
financially strapped capital of Pennsylvania, will likely miss a
bond payment next month if a deal to secure a $7.5 million loan
falls through.

                        About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on $3.3
million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HERCULES OFFSHORE: Files Form S-8; Registers 5 Mil. Common Shares
-----------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
5 million shares of common stock issuable pursuant to the Amended
and Restated Hercules Offshore 2004 Long-Term Incentive Plan.  The
Board of Directors of the Company recommended for approval and, on
May 10, 2011, the stockholders approved an amendment to the Plan
that increased the number of shares available for issuance under
the Plan from 10,250,000 to 15,250,000.  A full-text copy of the
Form S-8 is available for free at http://is.gd/JaIRt4

                      About Hercules Offshore

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

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $2.09 billion
in total assets, $1.14 billion in total liabilities, and
$944.48 million in stockholders' equity.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HOMELAND SECURITY: Sells Nexus to N.A. Video for $2.8-Mil.
----------------------------------------------------------
Homeland Security Capital sold its Nexus Technologies Group
subsidiary, a provider of electronic security solutions, to North
American Video, a company involved in the electronic security
marketplace throughout the world.  The sale was completed on
August 19.  The company was sold for cash consideration of
approximately $2.8 million.

C. Thomas McMillen, HOMS Chairman and CEO, stated, "The sale of
Nexus and the previously announced agreement to sell Safety &
Ecology Holdings Corporation furthers our efforts to focus our
energy on our newly acquired companies in real estate services."
McMillen continued, "It is our intention to use the proceeds of
this sale to extinguish a portion of our debt as we try to
strengthen our overall balance sheet."

The Company consolidates the results of subsidiaries Safety &
Ecology Holdings Corporation, Polimatrix, Inc., Fiducia Real
Estate Solutions, Inc., and Homeland Security Capital Corporation,
the holding company.  The Company will continue to measure its
operating performance against plan taking into consideration
EBITDA adjustments and one time charges.

A full-text copy of the Asset Acquisition Agreement is available
for free at http://is.gd/vfLuQ9

                      About Homeland Security

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

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

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

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

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

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

As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.


HORIZON LINES: Signs Modified Agreement With Noteholders
--------------------------------------------------------
Horizon Lines, Inc., said Friday it has entered into a definitive
agreement and secured commitments from holders of more than 99% of
its 4.25% convertible senior notes due in 2012 to move forward
with a modified transaction that will refinance the company's
entire capital structure.

As part of the refinancing, the Company launched an exchange offer
Aug. 26 for the $330.0 million of existing unsecured 4.25%
convertible senior notes.  Consummation of the refinancing is
expected to occur by the end of September, following completion of
the exchange offer.

Consistent with the agreement announced on June 1, 2011, the
modified agreement will completely recapitalize the company and
eliminate the refinancing risk related to the maturity of the
existing convertible notes and the existing bank debt in 2012. It
also provides liquidity to fund continued operations through a new
asset-based revolving loan (ABL) facility.  Additionally, the note
holders have committed to provide the company with access to a
$25.0 million bridge loan to serve as a liquidity cushion through
the completion of the recapitalization.  The recapitalization also
provides for the immediate deleveraging of the balance sheet
through a $50.0 million debt-for-equity exchange, and creates the
opportunity for additional deleveraging of $280.0 million through
the early conversion of the new convertible secured notes to be
issued in the exchange offer.

The agreement with the note holders will effectuate a
comprehensive refinancing in conjunction with the new ABL facility
of $100.0 million.  Commitment for the ABL, arranged through Wells
Fargo Capital Finance, LLC, has been signed and the transaction is
scheduled to close in conjunction with the completion of the
convertible notes exchange offer. The ABL facility matures in five
years from the date of closing.

Under the revised comprehensive recapitalization plan, holders of
the 2012 convertible notes have committed to a $655.0 million
financial restructuring that contemplates the following
transactions:

Holders of the 2012 convertible notes and certain other parties
have committed to purchase $225.0 million of new 11% first-lien
secured notes to be issued by a subsidiary of the company. The
notes mature in five years from the date of issuance and are
callable at 101.5% of the aggregate principal plus accrued and
unpaid interest in year one, and at par plus accrued and unpaid
interest thereafter.

Certain holders of the 2012 convertible notes will provide the
company with up to $25.0 million of bridge loan financing to
ensure adequate liquidity for the company through the completion
of the recapitalization. At closing of the recapitalization, the
bridge loan will be exchanged for $25.0 million of newly issued
second-lien secured notes.

Holders of the 2012 convertible notes and certain other parties
have committed to purchase $100.0 million of new second-lien 13%-
to-15% secured notes to be issued by a subsidiary of the company
(the $100.0 million includes the entire $25.0 million of the
bridge loan that will be exchanged for $25.0 million of second-
lien notes at the closing of the recapitalization). The notes
mature in five years from the date of issuance, are non-callable
for two years, and thereafter callable at 106% of the aggregate
principal plus accrued and unpaid interest in year three, 103%
plus accrued and unpaid interest in year four, and after that at
par plus accrued and unpaid interest.

Proceeds from the secured notes will be used, among other things,
to satisfy in full the company's obligations outstanding under its
existing first-lien revolving credit facility and term loan, which
currently total $269.7 million. The first-lien and second-lien
secured notes to be offered have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The first-lien and second-lien secured
notes will be offered and issued only to accredited investors
pursuant to Section 4(2) of the Securities Act and to persons
outside the United States pursuant to Regulation S. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any state.

As part of the refinancing, the company has commenced an exchange
offer for its existing $330.0 million of 4.25% convertible senior
notes that includes the following:

$280.0 million of new 6.0% convertible secured notes, maturing in
five and a half years after date of issuance, convertible at the
option of the holder at $0.45 per share, and as described below,
and;

$50.0 million of common stock, issued at $1.00 per share, or
approximately 50 million shares, which would represent
approximately 61.8% of the outstanding capital stock of the
company after issuance.

Under terms of the agreement, and subject to certain conditions,
the company has the right to convert the new 6.0% convertible
secured notes into $50.0 million of common stock at $0.73 per
share after three months from the date of issuance, and another
$50.0 million of common stock at $0.73 per share after nine months
from the date of issuance. After at least 90 days following the
second conversion, the company has the right to convert into
common stock the remaining $180.0 million of convertible secured
notes at its option, in whole or in part, and from time to time,
at $0.45 per share, plus accrued and unpaid interest, providing
that the 30-trading-day, volume-weighted average price of the
common stock is at least $0.63 per share at the conversion date
and that the company has provided no less than 20 days nor more
than 60 days prior notice.

Assuming full participation in the exchange offer, holders of the
2012 convertible notes will own approximately 95% of the company's
stock on an as-converted basis following the exchange offer.

Terms of the agreement also call for the company to request a 1-
for-25 reverse stock split at the first shareholder meeting
following the closing date.

Normally, the issuance of the company's common stock, as part of
the initial exchange offer, in the amount described in this
refinancing agreement would require shareholder approval in
accordance with the shareholder approval policy of the New York
Stock Exchange (NYSE). However, the company has determined that it
cannot undertake and conclude the shareholder approval process in
the time that the refinancing transaction would need to be
completed by in order to avoid the default that would occur when
the company breaches the financial covenants under its existing
credit facility at the close of its third quarter on September 25,
2011. Lenders under the existing credit facility already have
amended the covenants on two separate occasions in 2011. The
lenders have declined to provide additional waivers and
amendments. Failure to receive such waivers or amendments would
constitute an event of default, which the company expects would
result in acceleration of existing debt and further revenue run-
off and overall business deterioration, jeopardizing the company's
financial viability and compelling the company to seek bankruptcy
protection. In order to avoid such an outcome and in light of the
fact that the proposed exchange offer must remain open for at
least 20 business days under federal securities laws, the company
needs to commence the proposed exchange offer by August 26, 2011.
On August 10, 2011, the Audit Committee of the company's Board of
Directors approved the company's use of the financial viability
exception to the NYSE's shareholder approval policy, and the
company is issuing a letter to shareholders notifying them of its
intention to complete the refinancing without seeking shareholder
approval. The closing of the refinancing will not occur until at
least 10 days after such notice is mailed. The NYSE has accepted
the company's reliance on the financial viability exception to the
shareholder approval policy.

Concurrently with the exchange offer, the company will seek
consents from all holders of the 2012 convertible notes to remove
substantially all of the restrictive covenants and certain events
of default from the indenture governing the 2012 convertible
notes.

The company expects to complete the exchange offer of the existing
2012 convertible notes by the end of September, at which time it
expects to close the entire refinancing.

The company will file with the SEC a Current Report on Form 8-K
containing certain financial and other information about the
company that was previously disclosed under confidentiality
agreements at investor meetings with certain holders of the 4.25%
convertible senior notes. The Current Report on Form 8-K also will
contain copies of the various agreements described herein.

The agreements are subject to various contingencies and the
company offers no assurances that it will be able to execute the
transactions as described.

In connection with entering into this definitive agreement, the
company will make a $7.0 million semi-annual interest payment on
its existing $330.0 million of 4.25% convertible senior notes. The
interest payment was due on August 15, 2011, however, the company
decided to make the payment within the 30-day grace period.

Separately, the company has received formal notification from the
NYSE that it is not in compliance with the NYSE's continued
listing standard requiring that the average closing price of
common stock be at least $1.00 per share over a consecutive 30-day
trading period. Under the NYSE's continued listing standards, to
avoid delisting, the company must return to compliance with the
$1.00 average share price standard within six months, or in
conjunction with its next annual shareholder meeting if curing the
price condition requires shareholder approval. The company also
received a non-compliance notice from the NYSE in late May 2011,
when its market capitalization fell below $50.0 million over a
consecutive 30 trading-day period at the same time that
stockholders' equity was below $50.0 million. The company has
submitted, and the NYSE has accepted, a plan to address the market
capitalization issue. The plan is closely tied to the successful
completion of the recapitalization, along with other operating
initiatives, which the company also believes will address the
$1.00 minimum price deficiency. Per NYSE requirements, the company
will notify the NYSE that it intends to cure the $1.00 minimum
price deficiency.

Important Information about the Exchange Offer

This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any security.
An exchange offer will only be made pursuant to exchange offer
documents, including filing a Registration Statement on Form S-4
and a Schedule TO containing a prospectus and a tender offer
statement, that are to be made available to the holders of the
4.25% convertible senior notes and filed with the Securities and
Exchange Commission ("SEC"). Holders of the 4.25% convertible
senior notes are advised to read the exchange offer documents when
they become available, as these documents will contain important
information about the exchange offer. Copies of the exchange offer
documents and other filed documents will be available for free at
the SEC's website, www.sec.gov , as well as the company's website,
www.horizonlines.com or by making a request to Horizon Lines,
Inc., 4064 Colony Road, Suite 200, Charlotte, North Carolina
28211, (704) 973-7000, Attention: Jim Storey, Director, Investor
Relations & Corporate Communications.

About Horizon Lines

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


HOVENSA LLC: Moody's Assigns 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of
Ba2 to HOVENSA LLC and downgraded the company's industrial revenue
bonds to Ba2 from Baa3. Moody's also assigned a probability of
default rating (PDR) of Ba2. The rating outlook is stable.

RATINGS RATIONALE

The downgrade and assignment of the CFR reflect the refining
joint-venture's mounting losses and negative cash flows, and
expectations for continuing earnings pressure in medium-term,
which will result in increasing dependence on its owners for
financial support. However, the ratings are underpinned by the
continued willingness of its partner owners, Hess Corporation
(Baa2, stable) and Petroleos de Venezuela (PDVSA B1 LC issuer
rating), to provide tangible financial support to HOVENSA.

HOVENSA's earnings pressures and negative cash flows stem from its
dependence on Brent-linked crudes, which are trading at a
substantial premium, and from rising fuel costs and sporadic
operating problems. Cash flow deficits have resulted in higher
debt as HOVENSA has borrowed under its bank credit facility to
fund working capital needs and cover cashflow shortfalls. The
company has shut down its older crude distillation units, reducing
capacity by 30% to 350,000 bpd. The shutdown should help reduce
crude and operating costs, leading to a better balance on crude
feedstocks, plant utilization, higher value product output, and
improved earnings in the future.

In the meantime, HOVENSA will need to rely on both of its owners
for financial support to pay down bank debt and to fund working
capital and capital spending requirements, a significant change
from earlier years when the refinery generated free cash flow and
operated on a standalone basis. Moody's notes that HOVENSA's debt
is non-recourse to its owners.

The rising need for owner support is negative as an indicator of
financial stress and relative to HOVENSA's ability to operate as a
standalone entity. At the same time, the ratings continue to be
supported by the refinery's status as a strategic asset for both
owners. As a complex large-scale refinery, HOVENSA is important to
Hess as a provider of refined products for its East Coast retail
system. It is also significant outlet for heavy Venezuelan crude
under a long-term supply contract with PDVSA. The owners have the
ability and stated intent to provide financial and liquidity
support during a period of elevated crude prices and compressed
margins. This tangible support should enable HOVENSA to pay down
bank borrowings and provide coverage of debt service on its
industrial revenue bonds.

HOVENSA's stable outlook is based on the expectation that the
owners will continue to provide sufficient financial support to
service its debt and meet liquidity needs, and that the in the
medium-term refinery will return to profitability.

In conjunction with the assignment of the Ba2 CFR, Moody's
assigned a probability of default rating of Ba2 and loss given
default of LGD3 (39%), reflecting the pari passu status of the
senior secured bank debt and industrial revenue bonds. Under the
LGD methodology, trade payables have increased in line with higher
crude prices and relative to Hovensa's actual debt level,
resulting in a notching up of the senior secured debt. However, we
are overriding that outcome given the volatility of crude prices.

The principal methodology used in rating Hovensa was the Global
Refining and Marketing Industry Methodology published in December
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

HOVENSA L.L.C. is a refinery joint-venture owned by subsidiaries
of Hess Corporation (rated Baa2, stable outlook), and Petroleos de
Venezuela, SA. (PDVSA, rated B1 GLC Issuer Rating with a stable
outlook). With 350,000 bpd of crude capacity, it ranks among the
largest refineries in the western hemisphere. The joint-venture
was formed in 1998 to own and operate the refinery originally
owned by Hess and located in St. Croix, U. S. Virgin Islands.


I/OMAGIC CORP: Incurs $340,000 Net Loss in Second Quarter
---------------------------------------------------------
I/OMagic Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $340,345 on $792,280 of net sales for the three months ended
June 30, 2011, compared with a net loss of $182,781 on $1.33
million of net sales for the same period during the prior year.

The Company also reported a net loss of $674,972 on $1.77 million
of net sales for the six months ended June 30, 2011, compared with
a net loss of $169,542 on $3.62 million of net sales for the same
period a year ago.

The Company's balance sheet at June 30, 2011, showed $1.20 million
in total assets, $4.48 million in total liabilities, and a
$3.28 million total stockholders' deficit.

As reported in the TCR on March 8, 2011, Simon & Edward, LLP, in
City of Industry, Calif., expressed substantial doubt about
I/OMagic's ability to continue as a going concern, following the
Company's results for fiscal year ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses, has serious liquidity concerns and
may require additional financing in the foreseeable future.

                         Bankruptcy Warning

At June 30, 2011, the Company had cash of only $150,918.  As of
Aug. 18, 2011, the Company had cash of only $192,000 and a credit
facility limited to $1,500,000.  As of those dates, the Company
also had significant long-term liabilities.

Accordingly, the Company has limited liquidity and access to
capital.  The Company has insufficient liquidity to fund its
operations for the next twelve months or less.

The Company's inability to fund its operations may require the
Company to substantially curtail its operations and may require
that the Company seek protection under the United States
Bankruptcy Code.

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

                        http://is.gd/ujIe5h

                           About I/OMagic

Irvine, Calif.-based I/OMagic Corporation sells electronic data
storage products and other consumer electronics products in the
North American retail marketplace, which includes the United
States and Canada.  During 2010 and 2009, all of the Company's
net sales were generated within the United States.


IDO SECURITY: Incurs $1.7 Million Second Quarter Net Loss
---------------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.75 million on $325 of revenue for the three months ended
June 30, 2011, compared with a net loss of $2.02 million on
$7,735 of revenue for the same period during the prior year.

The Company also reported a net loss of $3.92 million on $19,486
of revenue for the six months ended June 30, 2011, compared with a
net loss of $4.03 million on $7,735 of revenue for the same period
a year ago.

The Company reported a net loss of $7.78 million on $61,399 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $6.40 million on $82,721 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.67 million
in total assets, $19.69 million in total liabilities, and a
$18.02 million total stockholders' deficiency.

As reported by the TCR on April 15, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has not achieved
profitable operations, has incurred recurring losses, has a
working capital deficiency and expects to incur further losses in
the development of the business.

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

                        http://is.gd/71Oblq

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.


INDIANAPOLIS DOWNS: Cordish Wins Nod of $600MM Defamation Suit
--------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that The Cordish Co. can
pursue its $600 million defamation suit in Maryland federal court
against the CEO of Indianapolis Downs LLC after a Delaware
bankruptcy judge gave it the go-ahead Friday.

According to Law360, Bloomberg reported attorneys for Cordish,
whose suit claims Indianapolis Downs CEO Ross J. Mangano conspired
with other gaming operators to tarnish the developer's name and
interfere with its plans for another casino in Maryland, argued
that the litigation wouldn't affect the debtors' chances of a
smooth Chapter 11 reorganization.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INNOLOG HOLDINGS: Incurs $431,800 Net Loss in Second Quarter
------------------------------------------------------------
Innolog Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $431,800 on $1.28 million of revenue for the three
months ended June 30, 2011, compared with net income of $221,879
on $1.51 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $1.08 million on
$2.59 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $478,182 on $3.22 million of revenue
for the same period during the prior year.

The Company reported a net loss of $5.79 million on $5.81 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $2.81 million on $5.93 million of revenue for the period
from March 23, 2009, through Dec. 31, 2009.

The Company's balance sheet at June 30, 2011, showed $742,496 in
total assets, $10.02 million in total liabilities, all current,
and a $9.27 million total stockholders' deficiency.

As reported by the TCR on May 26, 2011, Spector & Associates, LLP,
inPasadena, California, expressed substantial doubt about the
Company's ability to continue as a going concern.

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

                         http://is.gd/snrxsp

                       About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.


INTERMETRO COMMUNICATIONS: Has $345,000 Net Income in 2nd Quarter
-----------------------------------------------------------------
InterMetro Communications, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $345,000 on $5.4 million of
revenues for the three months ended June 30, 2011, compared with
net income of $124,000 on $5.8 million of revenues for the same
period last year.

The Company reported net income of $2.4 million on $11.6 million
of revenues for the six months ended June 30, 2011, compared with
net income of $1.2 million on $11.7 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed $4.2 million
in total assets, $18.6 million in total liabilities, and a
stockholders' deficit of $14.4 million.

As reported in the TCR on April 5, 2011, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about InterMetro
Communications' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company incurred net losses in previous years, and as of
Dec. 31, 2010, the Company had a working capital deficit of
approximately $16,273,000 and a total stockholders' deficit of
approximately $16,836,000.  "The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2011 without the completion of additional
financing."

A copy of the Form 10-Q is available at http://is.gd/BgH469

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.


JACOB ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Jacobs
Entertainment Inc. to negative from stable. The company's B3
Corporate Family Rating (CFR), B3 Probability of Default Rating
(PDR), Ba3 senior secured facilities rating, and Caa1 senior
unsecured notes ratings were affirmed. The speculative grade
liquidity (SGL) assessment was revised to SGL-4.

Ratings affirmed and assessments updated:

Corporate Family Rating at B3

Probability of Default Rating at B3

$37 million Sr. Secured Revolving Credit Facility due June 2012 -
to Ba3 (LGD2, 13%) from Ba3 (LGD2, 12%)

$40 million Sr. Secured Term Loan due June 2012 -- to Ba3 (LGD2,
13%) from Ba3 (LGD2, 12%)

$20 million Sr. Secured Delayed Draw Term Loan due June 2012 -- to
Ba3 (LGD2, 13%) from Ba3 (LGD2, 12%)

$210 million Sr. Unsecured Notes -- to Caa1 (LGD4, 69%) from Caa1
(LGD4, 68%)

The following rating was lowered:

Speculative Grade Liquidity Rating to SGL-4 from SGL-3

RATING RATIONALE

The change in the ratings outlook to negative from stable reflects
increased refinancing risk as JEI's $97 million senior secured
bank facilities mature in June 2012. As of June 30, 2011, JEI had
a cash balance of approximately $28.4 million and would not have
sufficient liquidity to repay its credit facilities in full upon
maturity based on Moody's estimates of the company's cash flow.
Although we expect JEI will address the refinancing in the near
term, a material delay could result in a downgrade. The negative
outlook also considers weak gaming demand in the US, and
likelihood that recent modest recovery in gaming could face a
setback if consumer confidence erodes further.

The downgrade of the SGL assessment to SGL-4 (indicating weak
liquidity position) from SGL-3 is prompted by the upcoming
maturity of JEI's term debt. For SGL purposes, Moody's treats all
debt maturities coming due within the next 12 months as a current
cash obligation, and does not presume a successful refinancing
will occur.

The affirmation of B3 CFR considers JEI's high financial leverage
as measured by debt/EBITDA of 6.1x at June 30, 2011 and Moody's
expectations that JEI's credit metrics may not improve materially
over the rating horizon. Additionally, the ratings reflect JEI's
small size and earnings concentration, as well as low overall
operating margins compared to other gaming operators. Positively,
the ratings are supported by the company's overall stable
operating performance as a result of more direct and customer
oriented marketing in the Black Hawk market and somewhat
stabilized results from its Louisiana truck stop properties, which
combined generated approximately 86% of the company's property
EBITDA in the twelve months ended June 30, 2011.

Should the refinancing issue be addressed in a timely manner and
on economical terms, the rating outlook could return to stable and
Moody's would likely revise the SGL assessment to SGL-3. JEI's
ratings will likely be downgraded if we believe the company will
not be able to refinance its term debt in the near future or terms
of the refinancing would result in weakened credit metrics and/or
liquidity.

The principal methodologies used in this rating were Global Gaming
published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Jacobs Entertainment Inc is the owner and operator of gaming
facilities located in Colorado, Nevada, Louisiana and Virginia.
Net revenues for the twelve-month period ended June 30, 2011 were
approximately $342 million.


JCK HOTELS: Court Approves Dae Hyun as Financial Advisor
--------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California, in an Aug. 22, 2011 order,
authorized JCK Hotels, LLC, to employ the accounting firm Dae Hyun
Kim, CPA & Associates as its financial advisor.

The Debtor related that the Court previously denied the Debtor's
application to employ Dae Hyun as requested by the U.S. Trustee.

In response to the Court's rejection, the Debtor filed on Aug. 12,
among other things, the supplemental declaration of disinterest by
Sook Hyun Cho addressing the concerns of the U.S. Trustee's
statement of position on the application.  Mr. Cho (i) waived its
right to any prepetition fees owed to it by Debtor to ensure that
applicant is disinterested; and (ii) confirmed that it had not
been paid any money postpetition for prepetition services, and
that if it were compensated postpetition, it would return the sums
to the estate.

                       About JCK Hotels, LLC

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 Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.


JUNIPER GROUP: Incurs $1.3 Million Net Loss in Second Quarter
-------------------------------------------------------------
Juniper 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 stockholders of $1.35 million on $45,121 of
wireless infrastructure services for the three months ended
June 30, 2011, compared with a net loss available to common
stockholders of $2.83 million on $707,785 of wireless
infrastructure services for the same period a year ago.

The Company also reported a net loss available to common
stockholders of $5.52 million on $77,944 of wireless
infrastructure services for the six months ended June 30, 2011,
compared with a net loss available to common stockholders of $1.44
million on $1.69 million of wireless infrastructure services for
the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $772,760 in
total assets, $22.17 million in total liabilities and a $21.40
million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Liebman Goldberg &
Hymowitz, LLP, in Garden City, New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has a working capital deficiency and has
suffered recurring losses from operations.

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

                        http://is.gd/2zakvm

                        About Juniper Group

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.


K-V PHARMACEUTICAL: Amends $225-Mil. Senior Notes Exchange Offer
----------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission a Pre-Effective Amendment No. 1 to the
Form S-1 Registration Statement relating to the Company's offer to
exchange $225,000,000 outstanding 12% senior secured notes due
2015 for $225,000,000 registered 12% senior secured notes due
2015.

Neither KV-Pharmaceutical Company nor any of its subsidiaries will
receive any proceeds from the exchange offer.

No public market currently exists for the Pre-Exchange Securities
or the Post-Exchange Securities.  The Company does not intend to
apply for listing of the Post-Exchange Securities on any
securities exchange or automated quotation system.

The exchange offer expires at 5:00 p.m., New York City time, on
Sept. 26, 2011, unless extended.  The Company does not currently
intend to extend the exchange offer.

A full-text copy of the amended prospectus is available for free
at http://is.gd/9IeWrh

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


KEELEY AND GRABANSKI: Wants Trustee's Case Conversion Plea Denied
-----------------------------------------------------------------
Keeley and Grabanski Land Partnership, filed with the U.S.
Bankruptcy Court for the District of North Dakota its response to
Kip M. Kaler, Chapter 11 trustee's motion to convert the case to
one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 27, 2011, the
Chapter 11 trustee alleged that there is substantial and
continuing loss or diminution of the estate; an absence of
reasonable likelihood of rehabilitation, gross mismanagement of
the Debtor prior to the filing of the case; and inability to
confirm a plan of reorganization.

The Debtor explains that, among other things:

   -- conversion would result in hardship to the Debtor and its
      creditors, close a viable entity, and likely result in
      little if any payment to unsecured creditors and possibly
      diminished recovery for secured creditors, and conversion
      would moreover impose significant additional costs on the
      estate;

   -- in relation to the trustee's assertion that there has been
      gross mismanagement: the affidavit of Tom Grabanski sets out
      in detail the events that have had adverse effects on the
      Debtor which were not in Mr. Grabanski's or the Debtor's
      control, and further establishes that the Slominski lease is
      not unfavorable as alleged, nor is that lease any less
      favorable than the lease offered up and ratified by the
      Keeleys and Choice Financial Group; and

   -- the agreement negotiated by the Debtor, and outlined in the
      affidavit of Tom Grabanski, makes reorganization an
      attainable and highly realistic prospect.

The Debtor asks the Court that its objection be sustained and that
the trustee's motion be adjudged premature, without support or
merit, and accordingly denied.

In a separate motion, John Keeley and Dawn Keeley, parties-in-
interest, supported the Chapter 11 trustee's motion to convert the
Debtors' case to one under Chapter 7.

The Keeleys are represented by:

         KENNELLY & O'KEEFE, LTD.
         Timothy M. O'Keefe, Esq.
         Jack P. Dwyer, Esq.
         313 N.P. Avenue
         P.O. Box 2105
         Fargo, ND 58107-2105
         Tel: (701) 235-8000
         Fax: (701) 235-8023

                   About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1,000,001 to $10,000,000.

Former owners in December 2010 forced the partnership Keeley &
Grabanski Land Partnership in Texas into Chapter 11.  John and
Dawn Keely, the former owners, filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.

Keeley & Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KRISPY KREME: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Krispy Kreme Doughnuts Inc. at the company's
request. The outlook prior to the withdrawal was stable.


LIBBEY INC: Southpoint Discloses 5.08% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Southpoint Master Fund, LP, and its affiliates
disclosed that they beneficially owns 1,008,266 shares of common
stock of Libbey Inc. representing 5.08% of the shares outstanding,
based upon the 19,853,533 shares of Common Stock issued and
outstanding as of July 29, 2011, as reported on the Company's Form
10-Q filed with the SEC on Aug. 5, 2011.  A full-text copy of the
regulatory filing is available for free at http://is.gd/F4HmOr

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at June 30, 2011, showed $815.25
million in total assets, $767.39 million in total liabilities and
$47.85 million in total shareholders' equity.

                        *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


MANISTIQUE PAPERS: Ch. 7 Conversion Withdrawn; mBank Replaces RBS
-----------------------------------------------------------------
Manistique Papers, Inc., has obtained a second interim order
extending its authority to use cash collateral through a hearing
on Sept. 15.  mBank has replaced RBS Citizens NA as cash
collateral lender.

Jason Raiche, writing for The Daily Press, reported that
Manistique announced it has reached an agreement that prevents the
mill's permanent closure and gives officials the chance to
continue restructuring efforts under Chapter 11 bankruptcy
protection.  Daily Press said that, according to a memo from the
Michigan Economic Development Corp., mBank has purchased MPI's
existing loans from RBS, as well as two unfunded letter of
credits. The bank has also requested MEDC participation on two
term loans.

As reported by the Troubled Company Reporter, RBS has asked the
Court to convert the Debtor's cases to one under Chapter 7.  RBS
has said the Debtor's case is not a reorganization or even an
orderly wind-down or going-concern sale.  The case is an orderly
liquidation; the Debtor is not conducting any business and is only
liquidating its assets to maximize value.

Substantially all of the Debtor's assets -- other than avoidance
actions -- were encumbered by RBS' prepetition liens.  At the
onset of the bankruptcy case, the Debtor won authority to use on
an interim basis the cash collateral securing its obligations --
and to grant adequate protection -- to RBS through Aug. 26.  RBS
has not consented to the use of cash collateral after the
expiration date.

Pursuant to the first interim Cash Collateral order, the Debtor
has stipulated that it owes RBS $11.1 million under prepetition
secured loans.  The Debtor also owes $859,000 in prepetition
letters of credit.

The Debtor represented that the value of the collateral that
secures the loans is $8 million.

In its motion seeking conversion of the case, RBS said the Debtor
"simply has nothing of value to offer Lender in consideration of
the cash it needs to use going-forward.  Adequate protection such
as periodic payments, replacement liens and an equity cushion are
unavailable, of no value, and non-existent in this case."  RBS has
said liquidation of the case would be less expensive if done by a
Chapter 7 trustee.

The Court convened a hearing Thursday to consider the Debtor's
cash collateral use and RBS's conversion motion.  Prior to the
hearing, RBS advised it would withdraw its request.

However, the threat of liquidation remains for the Debtor.  The
second interim Cash Collateral Order gives mBank the right to seek
conversion of the Debtor's case.

The second interim order requires the Debtor to make interest
payments to mBank of $23,200 per month beginning Aug. 29.

RBS is represented in the case by:

          Paul N. Heath, Esq.
          Travis A. McRoberts, Esq.
          RICHARDS LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Tel: 302-651-7700
          Fax: 302-651-7701
          E-mail: heath@rlf.com
                  mcroberts@rlf.com

                - and -

          Jeremy M. Downs, Esq.
          Logan E. Stortz, Esq.
          GOLDBERG KOHN LTD.
          55 East Monroe Street, Suite 3300
          Chicago, IL 60603
          Tel: 312-201-4000
          Fax: 312-332-2196
          E-mail: jeremy.downs@goldbergkohn.com
                  logan.stortz@goldbergkohn.com

                    About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, serves as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MARCO POLO: U.S. Trustee Appoints 3-Member Creditor's Panel
-----------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, under 11
U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors of Marco
Polo Seatrade B.V.

The Creditors Committee members are:

      1. Deutshce Schiffsbank Aktiengensellschaft
         Domstrasse 18, 20095
         Hamburg Germany
         ATTN: Manfred Quade
         Tel: +49 40 37699 173
         Fax: +49 40 37699 719

      2. DS-Randite Fonds Nr. 123 DS Sapphire GmbH & Co.
         Tankesechiff KG
         Stockholmer Allee 53
         44269 Dortmund
         Germany
         ATTN: Herbert Sacksteder
         Managing Director
         Tel: +49 231 557173-16
         Fax: +49 231 557173-99

      3. Ligabue Catering S.r.l.
         Piazzale Roma, 499-30135 Venezia
         Codice Fiscale/P IVA IT02449740121
         Italy
         ATTN: Alessandro Angelon, C.E.O.
         Tel: +39 041 2705650
         Fax: +39 041 2705660

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) in
New York, on July 29, 2011.  The other affiliates are Seaarland
Shipping Management B.V.; Magellano Marine C.V.; and Cargoship
Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate &
Investment Bank seized one ship on July 21, 2011, and was on the
cusp of seizing two more on July 29.  The arrest of the vessel was
authorized by the U.K. Admiralty Court.  Credit Agricole also
attached a bank account with almost US$1.8 million on July 29.
The Chapter 11 filing precluded the seizure of the two other
vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than
US$100 million and less than US$500 million.


MEDCLEAN TECHNOLOGIES: To Restate 2010 Financial Reports
--------------------------------------------------------
MedClean Technologies, Inc., determined that the audited financial
statements as of and for the year ended Dec. 31, 2010, and each of
the unaudited financial statements for the interim periods ended
June 30, 2010, Sept. 30, 2010, and March 31, 2011, did not
properly account for the certain items and, as a result, should
not be relied upon.  The Company is in the process of finalizing
the quantification of the impact of the accounting errors on the
Company's previously reported financial statements, but
preliminary estimates of the impact are provided in the following
discussion.

The Company determined that FASB Accounting Standards Codification
Topic 815-40-25, "Derivatives and Hedging - Contracts in Entity's
Own Equity", should have been applied to the convertible debt
agreements entered into by the Company as of April 1, 2010, which
would have resulted in the Company classifying and recognizing
certain conversion features as liabilities rather than as
stockholders equity due to the Company not having ample authorized
and unissued shares to share settle the conversion option.  The
correction of the error has a material impact on the Company's
previously issued financial statements.

Company management initially became aware of the possible
applicability of ASC 815-40 as a result of the review by their
current auditors, during review procedures performed on the
Company's Form 10-Q for the quarter ended June 30, 2011.  ASC 815-
40 applies to convertible debt with conversions features that
potentially exceed the number of authorized and issued shares and
could potentially require the company to cash settle the
instrument.  The result is that the conversion option would be
classified as a liability and must be bifurcated from the debt
host and accounted for as a derivative liability at fair value,
with the calculated increase or decrease in fair value being
recognized in the Statement of Operations.  Company management
prepared a full assessment of the Company's authorized and
unissued shares and concluded that certain of the Company's
convertible debt agreements were within the scope of ASC 815-40,
due to the conversion options potentially exceeding the authorized
and unissued shares of the Company.

Year Ended December 31, 2010

The estimated impact of the proper application of ASC 815-40 on a
pre-tax basis as of and for the year ended Dec. 31, 2010, is debt
derivative of $121,000 with a corresponding decrease in
stockholders' equity by $121,000 and a decrease to the pre-tax net
loss by $159,000.

Six Months Ended June 30, 2010

The estimated impact on a pre-tax basis of the proper application
of ASC 815-40 as of and for the six months ended June 30, 2010,
debt derivative of $339,000 with a corresponding decrease in
stockholders' equity by $339,000 and an increase to the pre-tax
net loss by $86,000.

Nine Months Ended September 30, 2010

The estimated impact on a pre-tax basis of the proper application
of ASC 815-40 as of and for the nine months ended Sept. 30, 2010,
debt derivative of $335,000 with a corresponding decrease in
stockholders' equity by $335,000 and an increase to the pre-tax
net loss by $83,000.

Three Months Ended March 31, 2011

The estimated impact on a pre-tax basis of the proper application
of ASC 815-40 as of and for the three months ended March 31, 2011,
debt derivative of $37,000 with a corresponding decrease in
stockholders' equity by $37,000 and an increase to the pre-tax net
loss by $414,000.

The restatements do not impact the Company's previously reported
total revenues, cash, cash equivalents or cash flows.

The Company is discussing the foregoing matters with the Company's
former independent registered public accounting firm, Child Van
Wagoner & Bradshaw, PLLC.  The Audit Committee has authorized and
directed the officers of the Company to, after a proper
determination has been made as to the Company's restatement
obligations, take the appropriate and necessary actions to restate
its audited financial statements included in the Form 10-K for the
period ended Dec. 31, 2010, and the unaudited financial statements
included in the Form 10-Q filings for the quarters ended June 30,
2010, Sept. 30, 2010, and March 31, 2011, by filing amendments as
soon as practicable.

                     About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at June 30, 2011, showed $1.41 million
in total assets, $2.22 million in total liabilities, and a
$806,655 total stockholders' deficit.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet its
obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.


MEDICAL BILLING: Unit Inks $7.5-Mil. Loan Pact with Guggenheim
--------------------------------------------------------------
Marina Towers, LLC, an indirect and wholly-owned subsidiary of
Medical Billing Assistance, Inc., entered into a Loan Agreement
with Guggenheim Life and Annuity Company.  The closing of the Loan
occurred on Aug. 17, 2011.  Under the Loan Agreement, Guggenheim
has committed to make a loan in the aggregate amount of $7,550,000
to Marina Towers with an interest rate of 6.10% per annum.  The
closing of the Loan occurred on Aug. 15, 2011.  The maturity date
of the Loan is Sept. 16, 2016.  The Loan is evidenced by that
certain Consolidated, Amended and Restated Promissory Note, dated
Aug. 12, 2011, and is secured primarily by:

  (i) that certain first priority Consolidated, Amended and
      Restated Mortgage and Security Agreement, dated Aug. 12,
      2011, encumbering the real and personal property; and

(ii) that certain first priority Assignment of Leases and Rents,
      dated Aug. 12, 2011, from Marina Towers, as assignor, to
      Guggenheim as assignee, pursuant to which Marina Towers
      assigned to Guggenheim all of Marina Towers' right, title
      and interest in and to certain leases and rents as security
      for the Loan.

Marina Towers intends to use the proceeds of the Loan to: (i)
repay and discharge any existing loans relating to the Property;
(ii) pay all past-due basic carrying costs, if any, with respect
to the Property; (iii) make deposits into the reserve funds, or
any escrow accounts established pursuant to the loan documents, on
the Closing Date  in the amounts set forth in the Loan Agreement;
(iv) pay costs and expenses incurred in connection with the
closing of the Loan; (v) fund any working capital requirements of
the Property; and (vi) distribute the balance, if any, to Marina
Towers.

Pursuant to the Loan Agreement, Marina Towers does not have the
right to prepay the Loan, in whole or in part, prior to the
Maturity Date.  After the payment date occurring three months
prior to the Maturity Date, Marina Towers may, provided no event
of default has occurred and is continuing, at its option and upon
thirty days' prior notice to Guggenheim, prepay the Loan in whole
on any date without payment of any prepayment penalty or premiums.

The Loan Agreement is guaranteed by Christian C. Romandetti, the
Company's Chief Executive Officer, pursuant to that certain
Guaranty Agreement, dated Aug. 12, 2011, made by Mr. Romandetti
for the benefit of  Guggenheim.  Pursuant to the non-recourse
Guaranty, Mr. Romandetti agreed to guarantee to Guggenheim the
payments and performance of the obligations of and liabilities of
Marina Towers pursuant to the Loan Agreement.

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

                        http://is.gd/tsy3FM

On Jan. 26, 2011, Medical Billing entered into an Investment
Agreement with Kodiak Capital Group, LLC.  Pursuant to the
Investment Agreement, Kodiak agreed to purchase up to $7,000,000
of the Company's common stock over thirty-six months.

Contemporaneously with the execution and delivery of the
Investment Agreement, the Company and Kodiak entered into a
Registration Rights Agreement pursuant to which the Company agreed
to provide certain registration rights under the 1933 Act, and the
rules and regulations promulgated thereunder, and applicable state
securities laws.

Effective June 30, 2011, the Company and Kodiak mutually agreed to
terminate the Investment Agreement and the Registration Rights
Agreement and their respective obligations therein.

The Company has prepared its condensed consolidated balance sheets
as of June 30, 2011, to assume that the Loan closed during the
second quarter of 2011.

                       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.

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.


MIDLAND INSURANCE: NY Court Upholds Decision to Reject Everest Bid
------------------------------------------------------------------
Greg Ryan at Bankruptcy Law360 reports that a New York appeals
court on Thursday upheld a decision rejecting Everest Reinsurance
Co.'s bid to modify an injunction on lawsuits against Midland
Insurance Co. so as to allow it to pursue a breach of contract
judgment against Midland's liquidator.

Midland was placed in liquidation by a New York state court in
April 1986 after it was bankrupted by claims related to asbestos,
defective breast implants and HIV-tainted blood products.  Everest
reinsured Midland for policy periods in the 1970s and 1980s,
according to the appeals.


MISCOR GROUP: Reports $501,000 Net Income in Q2 Ended July 3
------------------------------------------------------------
MISCOR Group, Ltd., filed its quarterly report on Form 10-Q,
reporting net income of $501,000 on $9.3 million of revenues for
the three months ended July 3, 2011, compared with a net loss of
$781,000 on $9.1 million of revenues for the three months ended
July 4, 2010.

The Company reported net income of $721,000 on $17.5 million of
revenues for the six months ended July 3, 2011, compared with a
net loss of $1.8 million on $17.1 million of revenues for the six
months ended July 4, 2010.

The Company's balance sheet at July 3, 2011, showed $26.4 million
in total assets, $15.8 million in total liabilities, and
stockholders' equity of $10.6 million.

As reported in the TCR on April 26, 2011, BDO USA, LLP, in
Kalamazoo, Michigan, expressed substantial doubt about MISCOR
Group'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 and has
significant debt service obligations that mature prior to Dec. 31,
2011, which cannot currently be met.

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

Massillon, Ohio-based MISCOR Group, Ltd., provides electro-
mechanical repair and maintenance solutions to industrial
customers primarily in the United States.  Services include
repair, maintenance and remanufacturing of electric motors for the
steel, rail, and renewable energy industries from five locations
in the Midwest and California; repair and manufacture of
industrial lifting magnets for the steel and scrap industries from
two locations in the Midwest; and manufacturing and
remanufacturing of power assemblies, engine parts and other
components related to large diesel engines from two locations on
the East Coast.


MOUNTAIN PROVINCE: Ceases Talks With Interested Parties
-------------------------------------------------------
Mountain Province Diamonds Inc. announced that after receiving
unsolicited expressions of interest from third parties, it has
decided to cease discussions and other engagement with those third
parties in order to focus management's attention on the following
key activities: the permitting of the Gahcho Kue Project,
arranging Mountain Province's share of the financing for the first
mine at Gahcho Kue, advancing the Tuzo Deep drill program at
Gahcho Kue and exploration at the Company's 100% controlled
Kennady North project .

Commenting, Mountain Province President and CEO, Patrick Evans,
said: "Gahcho Kue is the world's largest and highest grade diamond
development project, located in the world's most stable diamond
producing region, so it's inevitable that we've attracted the
interest of other participants in the diamond industry.  While the
Board has welcomed third party interest in Mountain Province, the
Company is currently focused on advancing the permitting and
financing for the first mine at Kennady Lake, two activities that
require the full attention of management.  Also, our two major
exploration programs at Kennady Lake - the planned Kennady North
airborne gravity survey and the Tuzo Deep drill program - both
have the potential to add significantly to Gahcho Kue's current 49
million carat reserve.  Under the circumstances, the Board is of
the view that further engagement with third parties might be
premature before the results of these exploration programs have
been announced."

Mountain Province recently announced that the Gahcho Kue
Environmental Impact Review Panel has declared that the 11,000-
page Gahcho Kue Environmental Impact Statement conforms to the
rigorous terms of reference set by the Panel, which clears the way
for the commencement of the environmental review.  Mr. Evans
added: "The environmental review is a period of intense engagement
that requires the full attention of the Gahcho Kue JV partners to
ensure its successful conclusion."

Mountain Province is also pleased to announce that following the
approval by the JV partners of the definitive feasibility study
the Company has been approached by one of Canada's major
commercial banks proposing to lead the arrangement of a project
finance facility for Mountain Province's share of the construction
costs for the first mine at Gahcho Kue.  Discussions relating to
this are continuing and the Company expects to make a further
announcement in due course.

The first phase of the Tuzo Deep drill program, which is designed
to test the depth extension of the Tuzo kimberlite pipe located on
the Gahcho Kue JV property, is also set to commence during the
current third quarter of 2011.  Based on the success of this first
phase drill program, the JV partners will plan a second phase
infill drill program to commence in early 2012.

Exploration at the Kennady North Project, which is located
immediately to the west and north of the Gahcho Kue JV property at
Kennady Lake, is set to resume with a planned 50-meter line-
spacing airborne gravity survey.  The airborne gravity survey will
also be flown over the four leases of the Gahcho Kue JV.  Subject
to favourable weather conditions, the airborne gravity survey is
expected to be commence during the current third quarter of 2011.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at June 30, 2011, showed C$71.93
million in total assets, C$7.31 million in total liabilities and
C$64.62 million total shareholders' equity.

                          *     *     *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MXENERGY HOLDINGS: Suspends Filing of Reports with SEC
------------------------------------------------------
MxEnergy Holdings Inc. notified the U.S. Securities and Exchange
Commission notifying of its suspension of its duty under Section
15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its:

   (a) Floating Rate Senior Notes due 2011;

   (b) Guarantees of Floating Rate Senior Notes due 2011;

   (c) 13.25% Senior Subordinated Secured Notes due 2014; and

   (d) Guarantees of 13.25% Senior Subordinated Secured Notes due
       2014.

Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently no holders of record of the Notes as
of Aug. 24, 2011.

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at March 31, 2011, showed
$210.07 million in total assets, $102.66 million in total
liabilities, and $107.41 million in total stockholders' equity.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NATIONAL LIFE: A.M. Best Cuts Financial Strength Rating to 'C++'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b" from
"bb-" of National Life Insurance Company (NALIC), (Hato Ray, PR).
The ratings remain under review with negative implications.

These rating actions reflect NALIC's low risk-adjusted
capitalization, its constrained financial flexibility both at the
operating and parent levels and the uncertainty surrounding its
life insurance operations in its core Puerto Rican market.  A.M.
Best views NALIC's financial flexibility as marginal, due to the
cross ownership of its privately held parent as well as NALIC's
sister company, National Insurance Company, which was placed under
an order of rehabilitation by the Office of the Commission of
Insurance of Puerto Rico.  NALIC also maintains a high level of
receivables relative to its capital position.  While NALIC has
shown improvement from its low level of risk-adjusted capital in
the first quarter of 2011, this increase was primarily due to
significant use of reinsurance.

Partially offsetting these rating factors are management's
initiatives intended to improve operating performance and
capitalization, such as implementing various quota-share
agreements, decreasing administrative expenses and strategic plans
for capital enhancement.  A.M. Best notes that the aforementioned
initiatives did have a positive impact on financial results, which
was evident in NALIC's second quarter 2011 statutory results.

However, the ratings remain under review due to the uncertainty
regarding the financial condition at NALIC's parent company, the
resolution of the cross ownership of National Insurance Company
(which is under an order of rehabilitation) and the continued
overall weak position of NALIC's balance sheet due to high levels
of inter-company transactions and receivables.  The ratings will
remain under review until A.M. Best meets with management and
concludes its analysis regarding the organization's financial
flexibility and future earnings capability.


NATIONWIDE MUTUAL: Fitch Affirms 'BB+' Pref. Securities Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Insurer Financial Strength (IFS)
ratings of Nationwide Mutual Insurance Company (NMIC) and its
related intercompany pool members (collectively, Nationwide
Mutual), as well as Nationwide Life Insurance Company (NLIC), at
'A'.  In addition, Fitch has affirmed the ratings on NMIC's
outstanding surplus notes at 'BBB'.

Fitch has also affirmed the following ratings of Nationwide
Financial Services, Inc. (NFS):

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- Senior unsecured notes at 'BBB';
  -- Trust preferred securities at 'BB+'.

The Rating Outlook is Stable for all ratings.

The rating affirmation follows Fitch's review of NMIC's operating
performance in the first half of 2011, which, similar to its
personal lines peers, was adversely affected by an inordinate
level of catastrophe losses.

Nationwide Mutual Insurance Group (Nationwide) maintains a solid
competitive position in both personal lines and commercial
insurance, ranking among the 10 largest U.S. insurers by premium.
The company offers automobile and homeowners insurance in the
personal lines segment and standard liability and excess and
surplus lines coverage in its commercial segment.

Further diversification is added through Nationwide's wholly-owned
life insurance operation, NFS, which offers a broad range of
individual protection and asset accumulation products, as well as
group products and services.  Fitch considers NFS to be core to
the overall organization and as such, its financial strength and
ratings are tied very closely to those of its ultimate parent.

Underwriting performance within the property and casualty (P/C)
operations has been materially affected by catastrophes through
the first six months of 2011, similar to other personal lines
carriers.  The P/C GAAP operating loss of $53 million for the
period compares to an operating gain of $455 million for the same
period in 2010.  Financial Services segment results were up 69% to
$443 million for the first six months of 2011. Together net
operating income for Nationwide declined 48% to $398 million for
the first six months of 2011.

NMIC's statutory surplus increased modestly since year-end 2010,
to $13.1 billion at June 30, 2011. Still, Fitch views NMIC's
capitalization as worse then most peer companies.  Specifically,
the quality of capital is diminished by a high percentage of
surplus notes in the company's capital structure, and unstacked
operating leverage (measured as the ratio between net premiums and
statutory surplus less the carrying value of NFS) is higher than
average at 1.5 times (x).

The risk-adjusted capitalization of the life insurance and annuity
operations is generally considered by Fitch to be strong relative
to its peers.  At year-end 2010, NLIC reported a consolidated
risk-based capital (RBC) ratio of 595% of the company action
level.  Fitch notes that NFS has relatively high exposure to
variable annuity products and mortgage related investments as well
as a small but rapidly growing bank subsidiary.

For a mutual company, Nationwide employs relatively high financial
leverage in Fitch's view. At year-end 2010 long-term debt totaled
$4.5 billion (including $2.2 billion in surplus notes supporting
the P/C operations and $2.3 billion in debt primarily supporting
the life insurance operations) and short-term debt totaled $900
million for a debt-to-capital ratio of 25.4%.  Assuming a similar
level of short-term debt and given the expected pre-funding of the
upcoming maturity, Fitch estimates pro forma debt-to-capital of
25.9% at June 30, 2011.

Key rating drivers for Nationwide's ratings that could lead to a
downgrade include:

  -- A prolonged decline in underwriting profitability that is
     inconsistent with industry averages or is driven by an effort
     to grow market share during soft pricing conditions;

  -- Substantial adverse reserve development relative to peers and
     industry averages. Fitch expects Nationwide to maintain the
     current asbestos-related reserve profile exemplified by a
     three-year average survival ratio of 12x, only modest adverse
     reserve development, and near breakeven results from
     Nationwide Indemnity, which houses the asbestos exposure;

  -- Significant deterioration in capital strength as measured by
     Fitch's capital model, NAIC risk-based capital and
     traditional operating leverage;

  -- Consolidated financial leverage, including short-term debt of
     greater than 30%.

Fitch considers a rating upgrade to be unlikely in the near term
due to Nationwide's recent underwriting results and catastrophe
exposures.  Key rating drivers that could lead to an upgrade over
the longer term include:

  -- A material and sustained improvement in recent underwriting
     performance and statutory capitalization to levels that lead
     Fitch to view Nationwide as comparable from a ratings
     perspective to those of higher rated companies;

  -- Improved catastrophe and overall risk management through
     difficult underwriting and economic conditions;

  -- A material reduction in consolidated financial leverage;

  -- A reduction in the degree to which NFS' earnings are
     leveraged to the equity market, thereby adding further
     stability to the company's earnings stream and overall
     profitability.

Fitch has affirmed the following ratings with a Stable Outlook:

Nationwide Mutual Insurance Co.

  -- Issuer Default Rating (IDR) at 'A-';
  -- 8.25% surplus notes due Dec. 1, 2031 at 'BBB';
  -- 7.875% surplus notes due April 1, 2033 at 'BBB';
  -- 6.60% surplus notes due April 15, 2034 at 'BBB';
  -- 5.81% surplus notes due December 15, 2024 at 'BBB';
  -- 9.375% surplus notes due August 15, 2039 at 'BBB'.

Nationwide Financial Services Inc.

  -- IDR at 'BBB+';
  -- 6.25% Senior notes due Nov. 15, 2011 at 'BBB';
  -- 5.90% Senior notes due July 1, 2012 at 'BBB';
  -- 5.625% Senior notes due Feb. 13, 2015 at 'BBB';
  -- 5.10% Senior notes due Oct. 1, 2015 at 'BBB';
  -- 5.375% Senior notes due Mar. 25, 2021 at 'BBB';
  -- 7.899% Trust preferred due March 1, 2037 at 'BB+'.

Nationwide Mutual Insurance Co.
Nationwide Mutual Fire Insurance Co.
Crestbrook Insurance Co.
National Casualty Co.
Nationwide Agribusiness Insurance Co.
Nationwide Insurance Company of America
Scottsdale Insurance Co.
Farmland Mutual Insurance Co.
Colonial County Mutual Insurance Company
Nationwide Assurance Company
Nationwide General Insurance Company
Nationwide Lloyds
Nationwide Property & Casualty Insurance Company
Titan Indemnity Company
Titan Insurance Company
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Select Insurance Company
Victoria Specialty insurance Company
Scottsdale Indemnity Company
Scottsdale Surplus Lines Insurance Company
Western Heritage Insurance Company
Allied Property & Casualty Insurance Company
AMCO Insurance Company
Depositors Insurance Company
Nationwide Affinity Company

  -- IFS at 'A';.

Nationwide Life Insurance Co.

  -- IFS at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term IFS at 'F1';
  -- Commercial paper at 'F1'.

Nationwide Life Global Funding I

  -- Program Rating affirmed at 'A'.


NEPHROS INC: Posts $602,000 Net Loss in 2nd Quarter
---------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $602,000 on $637,000 of product revenue for the
three months ended June 30, 2011, compared with a net loss of
$365,000 on $809,000 of product revenue for the same period last
year.

The Company reported a net loss of $1.3 million on $1.3 million of
product revenue for the six months ended June 30, 2011, compared
with a net loss of $893,000 on $1.8 million of product revenue for
the same period of 2010.

The Company's balance sheet at June 30, 2011, showed $2.8 million
in total assets, $566,000 in total liabilities, all current, and
stockholders' equity of $2.2 million.

As reported in the TCR on April 55, 2011, Rothstein, Kass &
Company, P.C., in Roseland, N.J., expressed substantial doubt
about Nephros, Inc.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred negative cash flow from
operations and net losses since inception.

A copy of the Form 10-Q is available at http://is.gd/0BG18h

Headquartered in River Edge, N.J., Nephros, Inc. (OTC: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NEXTMART INC: Incurs $47,000 Second Quarter Net Loss
----------------------------------------------------
NextMart, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $47,246 on $0 of sales for the three months ended June 30,
2011, compared with a net loss of $53,044 on $0 of sales for the
same period during the prior year.

The Company also reported a net loss of $315,256 on $0 of sales
for the nine months ended June 30, 2011, compared with a net loss
of $6.24 million on $0 of sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $1.39 million
in total assets, $3.16 million in total liabilities, and a
$1.77 million total stockholders' deficit.

As reported in the Troubled Company Reporter on Jan. 19, 2011,
Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about NextMart, Inc.'s ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has incurred significant losses from operations for the two years
ended Sept. 30, 2010, and has a working capital deficiency.

                        Bankruptcy Warning

The Company said it cannot provide assurances that it will be
successful in its efforts to enhance its liquidity.  If the
Company is unable to raise sufficient funds to meet its cash
requirements, it may be required to curtail, suspend, or
discontinue its current or proposed operations.  The Company's
inability to raise additional funds may forced the Company to
restructure, file for bankruptcy, sell assets or cease operations,
any of which could adversely impact its business and business
strategy, and the value of its capital stock.  Due to the current
price of the Company's common stock, any common stock based
financing will create significant dilution to the then existing
stockholders.  In addition, in order to conserve capital and to
provide incentives for the Company's employees and service
providers, it is conceivable that the Company may issue stock for
services in the future which also may create significant dilution
to existing stockholders.

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

                        http://is.gd/pdBTTt

                        About NextMart Inc.

Beijing, PRC-based NextMart, Inc., was originally incorporated
under the laws of Minnesota in 1972 and was previously known as SE
Global Equity.  In May 2007, the Company reincorporated into the
State of Delaware and changed its name to NextMart, Inc.
NextMart's planned business operations for 2011 will consist of 1)
the sale of marketing solutions through art events and art media
marketing channels, and 2) the design and marketing of art-themed
products lines for existing luxury and high-end goods and
services, and art themed real estate developments.


NOVADEL PHARMA: Signs Exclusive License Agreement with Rechon
-------------------------------------------------------------
NovaDel Pharma Inc. announced its entry into an exclusive license
and distribution agreement with Rechon Life Science AB to
manufacture and commercialize Zolpimist outside the United States
and Canada.  Zolpimist is the Company's oral spray formulation of
zolpidem tartrate approved by the FDA in December of 2008.

Under the terms of the agreement, Rechon will assume
responsibility for manufacturing and marketing Zolpimist outside
the United States and Canada.  In addition, Rechon will pay a
royalty on each unit shipped from Rechon's manufacturing facility.
Under the terms of the agreement, Rechon is required to complete
and submit a regulatory filing for Zolpimist in the European
Union.  In addition, Rechon is required to launch Zolpimist in at
least three countries outside the European Union within 12 months.

Steven B. Ratoff, Chairman and CEO said, "This agreement expands
the market opportunity for Zolpimist to the world outside the U.S.
We believe that Rechon, with its relationships with pharmaceutical
marketers around the globe, has the ability to build a solid
position for Zolpimist in the market for prescription sleep aids."

Roland Holmqvist, CEO of Rechon Life Science AB expressed that,
"This license and distribution agreement is offering a great
opportunity for a successful introduction of Zolpimist outside the
United States and Canada.  We look forward to this extended
partnership with NovaDel and we are impressed with NovaDel's
efficient oral spray drug delivery technology as used in
Zolpimist."  Rechon Life Science AB is a complete pharmaceutical
company also providing manufacturing services for pharmaceutical
and life sciences companies.  To find out more about Rechon Life
Science AB, visit the website at www.rechon.com.

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company that develops oral spray formulations of marketed
pharmaceutical products.  The Company's patented oral spray drug
delivery technology seeks to improve the efficacy, safety, patient
compliance, and patient convenience for a broad range of
prescription pharmaceuticals.

The Company's balance sheet at June 30, 2011, showed $1.19 million
in total assets, $10.87 million in total liabilities, and a
$9.67 million total stockholders' deficiency.

As reported in the TCR on April 1, 2011, J.H. Cohn LLP, in
Roseland, New Jersey, expressed substantial doubt about Novadel
Pharma'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 and negative
cash flows from operating activities.

As of June 30, 2011, the Company had cash and cash equivalents of
$865,000, negative working capital of $3.3 million, and an
accumulated deficit of $93 million.  Based on the Company's
operating plan, the Company expects that its existing cash and
cash equivalents will fund its operations only through Sept. 30,
2011.


NUTRA PHARMA: Posts $598,000 Net Loss in Q2 Ended June 30
---------------------------------------------------------
Nutra Pharma Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $598,046 on $279,176 of sales for the
three months ended June 30, 2011, compared with a net loss of
$1.4 million on $157,696 of sales for the same period last year.

The Company reported a net loss of $1.2 million on $399,449 of
sales for the six months ended June 30, 2011, compared with a net
loss of $1.7 million on $1.0 million of sale for the same period
of 2010.

The Company's balance sheet at June 30, 2011, showed $1.0 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $2.4 million.

Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Nutra Pharma's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has no cash as of Dec. 31, 2010, has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.

A copy of the Form 10-Q is available at http://is.gd/BsW67l

Coral Springs, Florida-based Nutra Pharma Corp. is a holding
company that owns intellectual property and operations in the
biotechnology industry.  Nutra Pharma incorporated under the laws
of the state of California on Feb. 1, 2000, under the original
name of Exotic-Bird.com.

Through its wholly-owned subsidiaries, ReceptoPharm, Inc., and
Designer Diagnostics, Inc., the Company conducts drug discovery
research and development activities.  In October 2009, the Company
launched its first consumer product called Cobroxin, an over-the-
counter pain reliever designed to treat moderate to severe chronic
pain.  In May 2010, the Company launched its second consumer
product called Nyloxin, an over-the-counter pain reliever that is
a stronger version of Cobroxin and is designed to treat severe
chronic pain.


NUTRITION 21: In Chapter 11; Oct. 21 Deadline for Asset Bids
------------------------------------------------------------
Nutrition 21, Inc., the developer and marketer of clinically
substantiated nutritional ingredients for dietary supplements,
foods and beverages, and animal nutrition, filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-23712), together with
affiliates, on Aug. 26.

The Board made the decision to file for bankruptcy primarily
because of pending mandatory redemption on September 11, 2011 of
$17.75 million in 8% Series J Convertible Preferred Stock.

Contemporaneous with the Chapter 11 filing, the Debtors reached an
agreement on a Plan Support Agreement with the holders of the J
Preferred.

While the retention of BDO Capital Advisors, LLC as investment
banker to the Debtors remains subject to approval by the
Hon. Robert D. Drain, the Board has concluded, and the J Preferred
have agreed, that an expedited sale of assets pursuant to Secs.
363 and 365 of the Code is likely the preferred pathway to
determine the highest and best outcome from the bankruptcy.
Qualified bids must be submitted by October 21, 2011 pursuant to
certain Sales Procedures under review by the Court.  An Auction is
scheduled for October 25, 2011.

The Debtors develop, market, and distribute proprietary
ingredients for nutritional supplement markets primarily in the
U.S.  However the Debtors recently received final approval from
the European Union for Chromium Picolinate to be used in foods.
For Fiscal Year 2011, the Debtors achieved over 20% Adjusted
EBITDA margin, and the Debtors' patent portfolio includes over 50
issued patents and 20+ pending patents.  These products have high
gross margins and good penetration in the human and animal
nutrition markets.  In addition, a national drugstore chain in the
United States is scheduled to launch the Debtors' new Probiotic
product in January 2012 and the Debtors recently signed a
licensing agreement to distribute 2012, an upper respiratory
health product in the United States.

                             Cash Woes

The Company said in a statement, it does not have sufficient cash
to meet a required redemption of its Series J 8% Convertible
Preferred Stock on September 11, 2011 for $17,750,000. The Company
plans on selling all or substantially all of its assets under
Section 363 of the Bankruptcy Code. There can be no assurance that
an asset sale referred to above will be consummated, or that any
proceeds of such a sale would result in the Company being able to
make distributions to holders of the Company's preferred stock or
common stock. During the pendency of the Company's Chapter 11
proceedings, the Company will remain in possession of its assets
and will continue to operate its business.

In connection with the filing of the Chapter 11 Petition, the
Company entered into a Plan Support Agreement, dated as of August
26, 2011, with certain holders of the Company's Series J 8%
Convertible Preferred Stock. Pursuant to the Plan Support
Agreement, the holders of Series J Preferred Stock have agreed,
subject to certain conditions, to support a plan of reorganization
proposed by the Company under Chapter 11 of the Bankruptcy Code,
that is consistent in all material respects with the proposed plan
of reorganization described in the Plan Support Agreement. The
holders of Series J Preferred Stock that are parties to the Plan
Support Agreement represent at least 76% of the outstanding Series
J Preferred Stock.

The Company is represented by Michael Friedman of Richards Kibbe &
Orbe.

BankruptcyData.com recounts that in May 2011, the Company told
investors, "We continue to explore alternatives to satisfy a
requirement to redeem our Series J Convertible Preferred Stock in
September 2011 for approximately $17.8 million. Possible
alternatives include, among other things, negotiation of an
extension with the preferred stock holders, a going private sale
or other transaction, or a refinancing of the business."

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.


ONCOVISTA INNOVATIVE: Posts $577,900 Net Loss in 2nd Quarter
------------------------------------------------------------
OncoVista Innovative Therapies, Inc., reported a net loss of
$577,932 on $0 revenue for the three months ended June 30, 2011,
compared with a net loss of $702,221 on $0 revenue for the same
period last year.

The Company reported a net loss of $1.3 million on $0 revenue for
the six months ended June 30, 2011, compared with a net loss of
$1.0 million on $0 revenue for the same period of 2010.

"We reported a net loss of approximately $1.3 million, and net
cash used in continuing operations of approximately $773,000 for
the six months ended June 30, 2011, an accumulated deficit of
approximately $19.6 million and total equity of approximately
$500,000 at June 30, 2011," the Company said in the filing.  "The
Company is also in default on certain loans and related accrued
interest aggregating $161,104 at June 30, 2011."

A copy of the Form 10-Q is available at http://is.gd/PSU2pv

San Antonio, Tex.-based OncoVista Innovative Therapies, Inc., is a
biopharmaceutical company developing targeted anticancer therapies
by utilizing tumor-associated biomarkers.  The Company's
therapeutic strategy is based on targeting the patient's tumor(s)
with treatments that will deliver drugs selectively based upon
specific biochemical characteristics of the cancer cells
comprising the tumor.


OSI RESTAURANT: Inks Consulting Services Pact With William Allen
----------------------------------------------------------------
OSI Restaurant Partners, LLC, entered into a consulting services
agreement dated Aug. 23, 2011, with A. William Allen, III,
Chairman of its Board of Directors.  In accordance with the terms
of the Consulting Agreement, Mr. Allen will provide consulting
services as an independent contractor to the Company and identify,
evaluate and recommend acquisition and investment opportunities
for the Company in the restaurant business.  Those services will
be rendered on a non-exclusive basis, and the Company may engage
others to perform the same or similar services or may make
acquisitions or investments separate from the Consulting
Agreement.

As long as Mr. Allen is receiving his current fees of $50,000 per
calendar quarter for serving on the Company's Board of Directors,
he will not receive any compensation for his consulting services
other than, if applicable, the Equity Incentive.  In the event Mr.
Allen is no longer receiving fees for serving on the Company's
Board of Directors, then he will receive a consulting fee at the
rate of $50,000 per calendar quarter, payable in advance, until
the earlier of the consulting project's completion or termination.
The quarterly consulting fee will be pro-rated for the calendar
quarter in which completion or termination of the project occurs
by either party.  Either party has the right to terminate the
Consulting Agreement with ten business days notice.

If the Company or its affiliates makes an acquisition of or
investment in a restaurant business identified, evaluated and
recommended by Mr. Allen, and for each such acquisition or
investment, Mr. Allen will receive additional incentive
compensation.

A full-text copy of the Consulting Agreement is available for free
at http://is.gd/20xX2B

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.45 billion in total assets, $2.47 billion in total liabilities,
and a $27.82 million total deficit.


PACIFIC GOLD: Posts $492,500 Net Loss in Q2 Ended June 30
---------------------------------------------------------
Pacific Gold Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $492,552 on $nil revenue for the three
months ended June 30, 2011, compared with a net loss of $221,286
on $nil revenue for the same period of 2010.

The Company reported a net loss of $711,847 on $nil revenue for
the six months ended June 30, 2011, compared with a net loss of
$487,108 on $nil revenue for the same period last year.

The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.2 million.

As reported in the TCR on July 18, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
Pacific Gold's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses from operations, has negative
working capital and is in need of additional capital to grow its
operations so that it can become profitable.

A copy of the Form 10-Q is available at http://is.gd/d93JSe

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


PACIFIC HIGH: Retains FocalPoint to Explore Strategic Alternatives
------------------------------------------------------------------
Vertikal.net reports that Orange County, California based access
and telehandler rental company, Pacific High Reach and Equipment
Services, has retained FocalPoint Partners to explore 'strategic
alternatives' following its recent filing for Chapter 11
bankruptcy.

The report says Pacific High Reach which was founded in 2001 by
Mike Davis runs a fleet of around 1,200 lifts and telehandlers and
had revenues in 2009 of $15.5 million falling to $13.3 million
last year.

Pacific High Reach and Equipment Services Inc. filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-bk-17545) on May 27,
2011.


PAWS PET: Posts $14.4 Million Net Loss in 2nd Quarter
-----------------------------------------------------
The Paws Pet Company, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $14.4 million on $519,273 of revenue
for the three months ended June 30, 2011, compared with a net loss
of $257,413 on $252,933 of revenue for the same period last year.

The Company reported a net loss of $16.0 million on $911,759 of
revenue for the six months ended June 30, 2011, compared with a
net loss of $475,822 on $516,537 of revenue for the same period of
2010.

The Company's balance sheet at June 30, 2011, showed $1.2 million
in total assets, $14.7 million in current liabilities, $192,873 in
convertible debentures, and a stockholders' deficit of
$13.7 million.

KBL, LLP, in New York, expressed substantial doubt about Pet
Airways' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company had accumulated losses of $6,065,008 as of Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/KIvC67

San Jose, Calif.-based The Paws Pet Company, Inc., formerly Pet
Airways, Inc. (Illinois) through its wholly owned subsidiary, Pet
Airways, Inc. (Florida), is an airline designed specifically for
the comfortable and safe transportation of pets by traveling in
the main cabin of the aircraft.


PCS EDVENTURES!.COM: Posts $607,100 Net Loss in Q1 Ended June 30
----------------------------------------------------------------
PCS Edventures!.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $607,120 on $563,790 of revenues for
the three months ended June 30, 2011, compared with a net loss of
$411,310 on $485,241 of revenues for the three months ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.2 million
in total assets, $1.0 million in total liabilities, and
stockholders' equity of $170,357.

As reported in the TCR on July 5, 2011, M&K CPAS, PLLC, in
Houston, expressed substantial doubt about PCS Edventures!.com's
ability to continue as a going concern, following the Company's
results for the fiscal year ended March 31, 2011.  The independent
auditors noted that the Company has suffered reoccurring losses
and negative cash flow from operations.

A copy of the Form 10-Q is available at http://is.gd/zUpo6K

Boise, Idaho-based PCS Edventures!.com, Inc., is engaged in the
business of developing, marketing, and distributing educational
products and services for the PreK-16 market which includes
professional development, proprietary hardware and software,
curriculum, and comprehensive learning labs bundled with related
technologies and programs.


PHILLIPS RENTAL: Parties-in-Interest Wants Plan Outline Denied
--------------------------------------------------------------
Creditors and parties-in-interest, ask the U.S. Bankruptcy Court
for the Eastern District of Tennessee to deny approval of Phillips
Rental Properties, LLC's disclosure statement explaining the
proposed Plan of Reorganization.

TriSummit Bank relates that the Debtor fails to give any
information about the circumstances that gave rise to the filing
of the bankruptcy petition, and how it calculated the various
values of the properties its lists as assets, whether on the
petition date or currently.

TriSummit Bank also states that the Debtor's proposed treatments
of its secured claims is unclear.  In the case of TriSummit
Bank, the Debtor seems to be proposing some sort of adjustable
rate mortgage with a 5.25% floor and an 8.25% cap, amortized on a
25-year schedule with a 10-year balloon, but it is unclear.  And
if that is the Debtor's proposal, it is unclear on what the
adjustable rate would be based, how often it would be subject to
change, and so on.

TriSummit is represented by:

         Edward T. Brading, Esq.
         HERNDON, COLEMAN, BRADING & MCKEE
         P.O. Box 1160
         Johnson City, TN 37605-1160
         Tel: (423)434-4700

Bank of Tennessee contends that the Disclosure Statement fails to
provide information, among other things:

   -- on the owners of the Debtor, their educational background,
   etc.;

   -- explaining the business and legal relationship between the
   Debtor and affiliate entity Gary Phillips Construction, LLC,
   that also filed for Chapter 11 protection; and

   -- on how asset values in section iv of the Disclosure
   Statement were ascertained, eg. appraisal or some other
   valuation method.

BT is represented by:

         Mark S. Dessauer, Esq.
         P.O. Box 3740
         Kingsport, TN 37664
         Tel: (423) 378-8840
         Fax: (423) 378-8801
         E-mail: dessauer@hslaw.com

Eastman Credit Union states that the Disclosure Statement does not
contain adequate protection on:

   -- the Debtor's history and the reasons for the Debtor's
      difficulties;

   -- the analysis in section vi, Class III (secured claims)
   claims that the secured creditors are not impaired using the
   calculations but does explain why they are not impaired; and

   -- the description how the plan intends to sure existing
   defaults.

Eastman Credit is represented by:

         Frank A. Johnstone, Esq.
         WILSON WORLEY MOORE GAMBLE & STOUT PC
         2021 Meadowview Lande, 2nd Floor
         Eastman Credit Union Building
         P.O. Box. 88
         Kingsport, TN 37662
         Tel: (423) 723-0400

According to First Tennessee Bank, National Association, the
Debtor fails to provide a basis for the proposed treatment of
FTB's claims in the case, and specifically the basis for the rate
and term of the Debtor's proposed restructuring of its obligations
to FTB.

FTB notes that the Disclosure Statement fails to address
provisions for the payment of postpetition interest, attorneys'
fees, and costs consistent with the Debtor's valuations.

The Disclosure Statement, explains FTB, fails to provide adequate
information concerning the (re)calculation of the outstanding
obligations to FTB.  Further, the Disclosure Statement fails to
provide any details concerning the terms of the leases/rental
agreements in place on the properties subject to FTB's liens.

The Disclosure Statement also fails to provide information
concerning current equity's ability and right to retain equity in
the Reorganized Debtor, FTB adds.

First Tennessee is represented by:

         Robert R. Carl, Esq.
         BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
         265 Brookview Centre Way, Suite 600
         Knoxville, TN 37919
         Tel: (865) 549-7000
         Fax: (865) 525-8569
         E-mail: rcarl@bakerdonelson.com

         John H. Rowland, Esq.
         BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
         211 Commerce Street, Suite 800
         Nashville, TN 37201
         Tel: (615) 726-5544
         Fax: (615) 744-5544
         E-mail: jrowland@bakerdonelson.com

Samuel K. Crocker, Esq., U.S. Trustee for Region 8, also asks the
Court to deny the Debtor's Disclosure Statement explaining that,
among other things:

   -- The Plan proposes a 100% payoff but does not include
   interest for Class V unsecured creditors.  Without some
   provision for interest, these creditors are impaired by the
   5 year payout.

   -- The Disclosure must state who the stockholders of the Debtor
   are and whether they will retain their stock under the Plan.

   -- The Debtor's analysis concedes that the current market value
   of its property exceeds its liabilities by over $4,000,000.
   The liquidation analysis summarily concludes, however, that
   liquidation by a Chapter 7 Trustee would reduce any equity and
   be detrimental to the Debtor.

The U.S. Trustee is represented by:

         Patricia C. Foster, Esq.
         U.S. Courthouse
         800 Market Street, Suite 114
         Knoxville, TN 37902
         Tel: (865) 545-4324

                             The Plan

The Debtor submitted to the Court a plan of reorganization and
disclosure statement dated June 16.

The Plan reflects a payment schedule for the Debtor's secured loan
claims.  The Debtor says it is simultaneously pursuing additional
refinancing options which would pay secured creditors the full
principal balance.

Under the Plan, unsecured non-priority claims will be paid over a
60-month period.  These claims will have a 100% pay-off of the
principal balance of claims, which the Debtor estimates to be
$70,264.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/PHILLIPSRENTAL_Jun16DS.pdf

The Debtor believes that unsecured creditors will be paid more
from the payments described under the Plan from its continued
operation than unsecured creditors would receive in liquidation.

In light of the proposed Plan, the Debtor's request for an
extension of its exclusive plan filing period has been withdrawn.
As previously reported by The Troubled Company Reporter, the
Debtor sought a 45-day extension from June 4 of its exclusivity
period.  Several creditors, including TriSummit Bank, Regions Bank
and Citizens Bank expressed objection to the request.

As reported in the Troubled Company Reporter on July 25, 2011,
creditors and parties-in-interest Citizens Bank and Regions Bank
also requested that the Court deny approval of the Disclosure
Statement.

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


PHILLIPS RENTAL: Motion to Prohibit Cash Collateral Use Withdrawn
-----------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee ordered that the motion filed by
Regions Bank for adequate protection, to prohibit or condition
Phillips Rental Properties, LLC's use of cash collateral, or for
relief from the automatic stays is withdrawn.

That the total balance due and owing by the Debtor to the Bank on
the Note and the SWAP Agreement is $4,284,571, plus interest as it
continues to accrue and attorney's fees and expenses.  That the
Bank claims a security interest in the real property.

On July 20, 2011, secured creditor and party-in-interest Regions
Bank objected to the Debtor's continued use of cash collateral
without the Court granting Bank a first priority replacement lien
upon all assets of the Debtor.

The Bank also requested that the Court to require the Debtor to
provide the necessary adequate protection payments to the Bank for
the use of the Bank's collateral, said adequate protection to
include the appropriate replacements liens and payments to the
Bank on a monthly basis in an amount at least equal to the
payments required by the Note.

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


PIEDMONT CENTER: Sec. 341(a) Meeting of Creditors on Sept. 13
-------------------------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341(a) of Piedmont
Center Investments, LLC will be held on Sept. 13, 2011 at 10:00
a.m.  The meeting will be held at Raleigh 341 Meeting Room.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Creditors' are required to submit their proofs of claims by
Dec. 12, 2011.  Proofs of claim of governmental entities are due
by Feb. 7, 2012.

Piedmont Center's manager and part-owner Roger Camp signed a
Chapter 11 petition for Piedmont Center Investments, LLC (Bankr.
E.D.N.C. Case No. 11-06178) on Aug. 11, 2011.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
serves as counsel to the Debtor.  In its schedules, the Debtor
disclosed $27.2 million in assets and $15.5 million in
liabilities.


PREMIER TRAILER: Judge Extends Timeline for Chapter 11 Plan
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Delaware bankruptcy judge
stretched out Premier Trailer Leasing Inc.'s bankruptcy-plan
timeline after hearing protests from a Fifth Street Finance Corp.
fund that is owed $27 million but slated to get nothing under the
Texas trucking company's Chapter 11 plan.

                About Premier Trailer Leasing

Premier Trailer Leasing -- http://www.premiertrailerleasing.com/-
- was formed in 2005 and is the country's fastest growing semi-
trailer rental and leasing company. 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.  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.

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 TRAILER LEASING: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: PTL Holdings LLC
        3600 William D. Tate Avenue, Suite 300
        Grapevine, TX 76051

Bankruptcy Case No.: 11-12676

Affiliate filing separate Chapter 11 petition:

        Debtor                              Case No.
        ------                              --------
Premier Trailer Leasing, Inc.               11-12677

Chapter 11 Petition Date: August 23, 2011

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

Debtors' Counsel: Curtis A. Hehn, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: chehn@pszjlaw.com

                         - and -

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

Debtors'
Claims Agent:     KURTZMAN CARSON CONSULTANTS, LLC

Each Debtor's
Estimated Assets: $100,000,001 to $500,000,000

Each Debtor's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by Scott J. Nelson, chief executive
officer.

A. PTL Holdings' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ameriquest Transportation Serv.    Trade Debt              $23,340
P.O. Box 828997
Philadelphia, PA 19182-8997

Utility Trailer Sales GA           Trade Debt               $8,889
2620 Campbell Boulevard
P.O. Box 8
Ellenwood, GA 30294

W&B Service Co.                    Trade Debt               $8,834
660 Fort Worth Avenue
P.O. Box 842328
Dallas, TX 75284-2328

AL Tucker Trailers, Inc.           Trade Debt               $8,366

National Trailer Repair, Inc.      Trade Debt               $6,515

Chris Trailer Repair               Trade Debt               $6,156

Equipment Services                 Trade Debt               $5,820

Trailer Service & Repair Inc.      Trade Debt               $4,714

JP Rivard                          Trade Debt               $4,699

Alliance One LLC                   Trade Debt               $4,332

Lee's Trailer Services             Trade Debt               $4,178

North Jersey Trailer & Truck       Trade Debt               $4,007

RC Trailer Sales & Services Co.    Trade Debt               $3,817

L&D Fleet Repair Corp              Trade Debt               $3,459

C&R Trailer R                      Trade Debt               $3,427

Truck Pro Commercial Service       Trade Debt               $3,328

Matuszko Trailer Repair, Inc.      Trade Debt               $3,279

Scott's Mobile Trailer RPR         Trade Debt               $2,917

Reliable Trailer Services, Inc.    Trade Debt               $2,670

Edgar Transport Parts Inc.         Trade Debt               $2,622

B. Premier Trailer's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ameriquest Transportation Serv.    Trade Debt              $23,340
P.O. Box 828997
Philadelphia, PA 19182-8997

Utility Trailer Sales GA           Trade Debt               $8,889
2620 Campbell Boulevard
P.O. Box 8
Ellenwood, GA 30294

W&B Service Co.                    Trade Debt               $8,834
660 Fort Worth Avenue
P.O. Box 842328
Dallas, TX 75284-2328

AL Tucker Trailers, Inc.           Trade Debt               $8,366

National Trailer Repair, Inc.      Trade Debt               $6,515

Chris Trailer Repair               Trade Debt               $6,156

Equipment Services                 Trade Debt               $5,820

Trailer Service & Repair Inc.      Trade Debt               $4,714

JP Rivard                          Trade Debt               $4,699

Alliance One LLC                   Trade Debt               $4,332

Lee's Trailer Services             Trade Debt               $4,178

North Jersey Trailer & Truck       Trade Debt               $4,007

RC Trailer Sales & Services Co.    Trade Debt               $3,817

L&D Fleet Repair Corp              Trade Debt               $3,459

C&R Trailer R                      Trade Debt               $3,427

Truck Pro Commercial Service       Trade Debt               $3,328

Matuszko Trailer Repair, Inc.      Trade Debt               $3,279

Scott's Mobile Trailer RPR         Trade Debt               $2,917

Reliable Trailer Services, Inc.    Trade Debt               $2,670

Edgar Transport Parts Inc.         Trade Debt               $2,622


PROBE MANUFACTURING: Reports $32,200 Net Income in 2nd Quarter
--------------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form
10-Q, reporting net income of $32,212 on $1.2 million of sales for
the three months ended June 30, 2011, compared with net income of
$214,373 on $754,170 of sales for the same period last year.

The Company reported net income of $56,940 on $2.1 million of
sales for the six months ended June 30, 2011, compared with net
income of $230,530 on $1.2 million of sales for the same period of
2010.

The net profit for the three and six months ended June 30, 2011,
included a one time gain on the settlement of the CIT lease of
$190,960.

The Company's balance sheet at June 30, 2011, showed $1.5 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $305,015.

"Although for the six months ended June 30, 2011, we had a net
profit of $56,940, a working capital surplus of $103,515 and a
shareholder surplus of $305,015; we had an accumulated deficit of
$272,482, our ability to operate as a going concern is still
dependent upon our ability (1) to obtain sufficient debt and/or
equity capital and/or (2) continue to generate positive cash flow
from operations and maintain profitability," the Company said in
the filing.

Uniack & Co. CPA's P.C., in Woodstock, Georgia, reported that the
Company has an accumulated deficit of $329,422 at Dec. 31, 2010,
and is dependent on at least maintaining current revenue levels,
which raise substantial doubt about the Company's ability to
continue as a going concern.

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

Based in Irvine, Calif., Probe Manufacturing, Inc., provides a
range of engineering, manufacturing and business services to
companies who design and market electronic products, original
equipment manufacturers (OEMs).  Revenue is generated from sales
of services primarily to customers in the medical device,
aerospace, automotive, industrial and instrumentation product
manufacturers.


PROTEONOMIX INC: Incurs $274,000 Net Loss in Second Quarter
-----------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
applicable to common shares of $274,238 on $3,814 of sales for the
three months ended June 30, 2011, compared with a net loss
applicable to common shares of $873,852 on $37,539 of sales for
the same period during the prior year.

The Company also reported a net loss applicable to common shares
of $573,670 on $11,979 of sales for the six months ended June 30,
2011, compared with a net loss applicable to common shares of
$1.71 million on $47,325 of sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

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

                        http://is.gd/eqBis0

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


PURESPECTRUM INC: Incurs $501,000 Net Loss in Second Quarter
------------------------------------------------------------
PureSpectrum, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $501,784 on $426 of revenue for the three months ended June 30,
2011, compared with a net loss of $2.79 million on $9,671 of
revenue for the same period a year ago.

The Company also reported a net loss of $892,526 on $26,108 of
revenue for the six months ended June 30, 2011, compared with a
net loss of $5.11 million on $18,750 of revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2011, showed $958,056 in
total assets, $3.75 million in total liabilities and a $2.80
million total stockholders' deficit.

In addition, at June 30, 2011, the Company has an accumulated
deficit of $23.07 million and negative working capital of $3.09
million.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/YRJnSs

                      About PureSpectrum, Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.

The Company reported a net loss of $7.97 million on $79,634 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $7.31 million on $12,490 of revenue during the prior year.


QR PROPERTIES: Sept. 8 Plan Confirmation Hearing Set
----------------------------------------------------
On July 28, 2011, the U.S. Bankruptcy Court for the District of
Massachusetts approved the amended disclosure statement
accompanying QR Properties, LLC's Second Amended Plan of
Reorganization dated July 12, 2011.

The Court fixed Aug. 29, 2011, at 4:30 p.m. as the deadline for
the submission of ballots to accept or reject the Plan.

The Confirmation hearing is scheduled for Sept. 8, 2011, at 2:30
p.m.  Objections to confirmation of the Plan must be filed no
later than 4:30 p.m., on Aug. 29. 2011.

As reported in the TCR on July 20, 2011, the Debtor filed a Second
Amended Disclosure Statement to include the agreement with Webster
Bank, a secured creditor, concerning the treatment of Webster
Bank's claim.

The Debtor and Webster Bank agreed that in the event that Webster
Bank does not receive a payment of not less than $7,481,500 by
Sept. 30, 2011, the Debtor will assent to Webster Bank's motion
for relief from stay and allow Webster Bank to enforce its rights
under its mortgage securing the collateral.

The agreement also requires that the plan be confirmed and a sale
of real property to Pulte Homes of New England for $7,350,000, be
executed pursuant to a March 1, 2011 agreement.

According to the Amended Disclosure Statement, the plan provides
for payment in full of all allowed administrative claims, priority
claims, including priority tax claims, payment of the Town of
Acton secured claim, secured claim of Webster Bank, unsecured
claims against the Debtor and for a pro rata distribution to the
subordinated claims of insiders.

Funding of the Plan will come primarily from the base purchase
price for the sale of the premises pursuant to the agreement, the
additional purchase price, any cash held by the estate, and
contribution to be made by current members of the Debtor, well as
the proceeds of any rights of action.

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

                     About QR Properties, LLC

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QUALITY DISTRIBUTION: Inks $250-Mil. New ABL Facility with BoA
--------------------------------------------------------------
Quality Distribution, Inc., and its wholly owned subsidiary,
Quality Distribution, LLC, on Aug. 19, 2011, entered into a Credit
Agreement for a new senior secured asset-based revolving credit
facility with Bank of America, N.A., as administrative agent and
collateral agent, JPMorgan Chase Bank, N.A., as syndication agent,
and the lenders.  The ABL Facility provides for a revolving credit
facility with a maturity of five years and a maximum borrowing
capacity of $250.0 million.  The ABL Facility includes borrowing
capacity of up to $150.0 million for letters of credit and up to
$30.0 million for swingline borrowings on same-day notice.  The
new ABL Facility replaces the Company's and QD LLC's existing
asset-based revolving credit facility entered into on Dec. 18,
2007, and its related collateral arrangements and guarantees.

Borrowings under the ABL Facility bear interest at a rate equal to
an applicable margin plus, at the Company's option, either a base
rate or LIBOR.  The initial applicable margin is 1.25% for base
rate borrowings and 2.25% for LIBOR borrowings.  The applicable
margin for borrowings will be reduced or increased based on
aggregate borrowing base availability under the ABL Facility.  In
addition to paying interest on outstanding principal under the ABL
Facility, the Company will be required to pay an unutilized
commitment fee to the lenders quarterly at a rate ranging from
0.25% to 0.50%, depending on the average utilization of the ABL
facility during a quarter.  The Company must also pay customary
letter of credit fees quarterly.  The Company may voluntarily
repay outstanding loans under the ABL Facility at any time without
premium or penalty, other than customary "breakage" costs with
respect to LIBOR loans.

The proceeds of the ABL Facility were used to repay all
outstanding indebtedness under the Company's existing asset-based
revolving credit facility, to repay related fees and expenses,
and, going forward, will be used for working capital needs, to
finance capital expenditures and acquisitions, and for general
corporate purposes.

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

                        http://is.gd/NUPF4T

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at June 30, 2011, showed
$279.36 million in total assets, $392.72 million in total
liabilities, and a $113.35 million total shareholders' deficit.

                         *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUAMTEL INC: Incurs $1.3 Million Net Loss in Second Quarter
-----------------------------------------------------------
Quamtel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.33 million on $526,434 of revenue for the three months ended
June 30, 2011, compared with a net loss of $1.10 million on
$472,155 of revenue for the same period during the prior year.

For the six months ended June 30, 2011, the Company posted a $2.01
million net loss compared to a $1.97 million net loss for the same
period last year.

The Company ended 2010 with a net loss of $10 million and 2009
with a net loss of $1.9 million.

The Company's balance sheet at June 30, 2011, showed $1.75 million
in total assets, $4.50 million in total liabilities and a $2.75
million total shareholders' deficiency.

RBSM LLP, in New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
incurred significant operating losses in the current year and also
in the past.

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

                        http://is.gd/nvy8ce

                           About Quamtel

Based in Dallas, Quamtel, Inc., provides prepaid and postpaid
enhanced telecommunications services with an emphasis on
transporting calls that originate from the United States and
Canada and terminate in other specific regions of the world.


QUANTUM CORP: 9 Directors Elected at Annual Meeting
---------------------------------------------------
At the annual meeting of stockholders of Quantum Corporation held
on Aug. 17, 2011, proxies representing 204,497,948 shares of
common stock or approximately 88.86% of the total outstanding
shares were present.  The stockholders elected nine nominees
recommended by the Company's Board of Directors to the Board,
namely:

   (1) Paul R. Auvil III;
   (2) Richard E. Belluzzo;
   (3) Michael A. Brown;
   (4) Thomas S. Buchsbaum;
   (5) Elizabeth A. Fetter;
   (6) Jon W. Gacek;
   (7) Joseph A. Marengi;
   (8) David E. Roberson; and
   (9) Dennis P. Wolf.

The stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the independent registered public
accounting firm of the Company for the fiscal year ending
March 31, 2012.  The stockholders approved, on an advisory basis,
the compensation of the Company's named executive officers as
disclosed in the Company's proxy statement for the Annual Meeting.
The stockholders also voted for an annual vote as the frequency
with which stockholders are provided an advisory vote on executive
compensation.

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at June 30, 2011, showed
$414.89 million in total assets, $472.34 million in total
liabilities, and a $57.45 million total stockholders' deficit.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM CORP: Soros Fund Discloses 6% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Soros Fund Management LLC and George Soros disclosed
that they beneficially own 14,788,593 shares of common stock of
Quantum Corporation representing 6% of the shares outstanding.  As
of the close of business on Aug. 2, 2011, 231.9 million shares of
Quantum Corporation's common stock were issued and outstanding.  A
full-text copy of the regulatory filing is available for free at:

                        http://is.gd/XjbYxi

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at June 30, 2011, showed
$414.89 million in total assets, $472.34 million in total
liabilities, and a $57.45 million stockholders' deficit.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM FUEL: Sells $1.1 Million Notes & Warrants
-------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., on Aug. 23,
2011, entered into a Bridge Note and Warrant Purchase Agreement
with certain accredited investors for the purchase and sale of
senior subordinated unsecured promissory notes and warrants.  At
the closing, the Company received gross proceeds of $1.15 million,
which will be used for general working capital purposes, and
issued warrants entitling the Investors to purchase up to an
aggregate of 115,000 shares of the Company's common stock at $3.85
per share.

The Notes have an interest rate of 15% per year.  Principal and
accrued interest is due and payable on Jan. 31, 2012.  The Notes
are subordinate to (1) the Company's senior secured indebtedness
owed to WB QT, LLC, (2) all future senior secured indebtedness
issued by the Company, provided that the proceeds are used to
repay the WB QT Debt, and (3) all claims of the holders of those
certain bridge notes issued by the Company on May 9, 2011, and
May 20, 2011, but are senior to all other future indebtedness of
the Company.

The Company paid its placement agent, Dynasty Capital Partners,
Inc., a cash fee of $100,000.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company's balance sheet at April 30, 2011, $71.97 million in
total assets, $33.39 million in total liabilities and $38.57
million in total equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


QUEBEC LP: S&P Assigns 'B' Corporate After Sale to Lassonde
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New Jersey-based Quebec LP (d/b/a Clement
Pappas), following the completion of Clement Pappas' acquisition
by Lassonde Industries (not rated). The outlook is stable.

"We also assigned our 'B' issue-level rating to the company's $230
million senior secured term loan due 2017. The recovery ratings
are '4', indicating our expectation of average (30% to 50%)
recovery for creditors in the event of a payment default," S&P
related.

"The ratings on Clement Pappas reflect our view of the company's
vulnerable business profile and highly leveraged financial
profile, given the company's participation in the private-label
sector of the mature and competitive shelf-stable juice and
noncarbonated soft-drink (non-CSD) beverages market, narrow
product focus, exposure to volatile commodity costs, and, in our
view, its high pro forma debt leverage," S&P stated.

"We believe credit measures will remain consistent with 'B' rating
category medians over the near term, including pro forma adjusted
leverage of 4.5x for the fiscal year ending September 2010, which
we estimate could improve to about 4x in fiscal 2012," said
Standard & Poor's credit analyst Rick Joy.

Clement Pappas is the second-largest player in private label
within the shelf-stable juice and non-CSD beverages market.
Standard & Poor's believes it has a good mix of distribution
channels and minimal customer concentration. The company also has
long-standing relationships with its customers.

The outlook on Clement Pappas is stable. "We expect the company's
operating performance to remain relatively stable over the near-
to-intermediate term," said Mr. Joy. "Standard & Poor's could
consider a lower rating if operating performance deteriorates, the
company's financial policy becomes more aggressive, and/or
liquidity becomes constrained. However, though unlikely in
the near term, we could consider raising the rating if the company
is able to further diversify its business line and product
offerings."


QUEPASA CORP: Files Amendment No.2 to 5MM Common Shares Offering
----------------------------------------------------------------
Quepasa Corporation filed with the U.S. Securities and Exchange
Commission a Post-Effective Amendment No. 2 to Form S-3
registration statement relating to the sale of up to 1,000,000
shares of the Company's common stock and 4,000,000 shares of
common stock issuable upon exercise of warrants which may be
offered by Mexicans and Americans Trading Together, Inc., et al.

The Company will not receive any proceeds from the sales of shares
of the Company's common stock by the selling shareholders.  The
Company will, however, receive proceeds in connection with the
exercise of the warrants.

The Company's common stock trades on the NYSE Amex under the
symbol "QPSA."  As of Aug. 22 , 2011, the closing price of the
Company's common stock was $ 4.23 per share.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/7zZz9D

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $20.64
million in total assets, $8.03 million in total liabilities and
$12.61 million total stockholders' equity.

This concludes the Troubled Company Reporter's coverage of Quepasa
Corporation until facts and circumstances, if any, emerge

that demonstrate financial or operational strain or difficulty at

a level sufficient to warrant renewed coverage.


RADIATION THERAPY: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Fort Myers, Fla.-based Radiation Therapy Services
Inc., but revised the rating outlook to negative from stable.
These actions reflect financial performance below S&P's
expectations for the first half of 2011, largely because of higher
than  expected costs related to marketing and sales, which
continue to affect EBITDA. Although Radiation Therapy is currently
in compliance with financial covenants, its cushion is small and
it will continue to be pressured as covenants step down in the
third quarter.

"The ratings on Radiation Therapy reflect the competitive and
fragmented oncology market, reimbursement risk, and geographic
concentration, which contribute to its weak business risk
profile," said Standard & Poor's credit analyst Rivka Gertzulin.
Increasing debt leverage, declining EBITDA margins, and less than
adequate liquidity, highlighted by tightening bank loan covenant
cushions, define its highly leveraged financial risk profile.

Despite the company's leading positions in its key local markets
and its ability to provide new technologies (which receive more
favorable reimbursement), and the growing need of cancer treatment
spurred by an aging population, Radiation Therapy operates within
a competitive and fragmented industry. Although doctors use
radiation to treat about two-thirds of all cancer cases, the
company's niche concentration in the oncology market makes it
vulnerable to the development of even more highly effective cancer
therapies. Pressure on patient throughput reflects the loss of
health care coverage (because of higher unemployment), a decrease
in the level of retiree migration to Florida for the winter
because of a weak economy, and increased competition in certain
markets. Although the company has expanded its geographic
footprint over the past few years, Florida still accounts for 46%
of freestanding domestic radiation revenues. Reimbursement,
particularly from Medicare (49% of U.S. patient service revenues),
remains an ongoing risk.


RADIENT PHARMACEUTICALS: Appoints Leonard Reyno to Board
--------------------------------------------------------
Radient Pharmaceuticals Corporation announced the appointment of
biotech executive Leonard M. J. Reyno, M.D. to its Board of
Directors.  Dr. Reyno replaces Minghui Jia, who resigned from the
Company's Board of Directors effective Aug. 19, 2011.

Dr. Reyno has extensive executive experience in the biotech
industry, as well as having served as a professor of medicine and
oncology, and had his own oncology practice.  Dr. Reyno received
numerous awards and honors in oncology, served as a reviewer for
several key scientific journals, and has published numerous papers
in peer reviewed journals and abstracts, as well as having been a
guest presenter and lecturer at dozens of medical and biotech
conferences.

As a biotech executive, Dr. Reyno currently serves as the Senior
Vice President and Chief Medical Officer for Clinical Research and
Development at Agensys, Inc., and Chief Medical Officer for
Oncology at Astellas Pharma.  Agensys is a wholly-owned subsidiary
of Astellas Pharma US, the US affiliate of Astellas Pharma Inc.,
Japan's second largest pharmaceutical company.  Astellas Pharma
currently has a $17 billion market capitalization and is ranked
within the top 20 pharmaceutical companies in the global market.
Prior to Astellas Pharma, Dr. Reyno was Senior Director of
Clinical Development at Novacea; was Medical Director, Lead
Clinical Scientist on the Herceptin Team, Bio-Oncology at
Genentech; and served as Global Director, Oncology Therapeutic
Area for Aventis.

"Onko-Sure is a product that has significant merit for its FDA
cleared-indication in colorectal cancer.  Beyond that indication I
see Radient's diagnostic technology as a platform which has
potential to become a widely used diagnostic across numerous
cancers.  I am pleased to join the board of Radient to support
moving the test towards wider market adoption," stated Dr. Leonard
Reyno.

Radient's Chairman and CEO, Douglas MacLellan, added, "The
addition of Dr. Reyno to our board fortifies Radient with
additional expertise in the field of oncology, research and
development and scientific outreach, as well as advise on the
commercialization of our diagnostic product.  Dr. Reyno has deep
and extensive knowledge and experience of the entire biotech
oncology space.  He is a very valuable addition to our team.  We
welcome him aboard."

Dr. Reyno is a Member of the American Society of Clinical Oncology
and an Associate Member of the American Association for Cancer
Research.  He has served as a reviewer for peer reviewed
scientific journals including Journal of Clinical Oncology, Cancer
Chemotherapy and Pharmacology, and International Journal of
Cancer.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RADIO MULTI: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Radio Multi Media Incorporated
        6150 Shenandoah Avenue
        Los Angeles, CA 90056

Bankruptcy Case No.: 11-46350

Chapter 11 Petition Date: August 25, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-46350.pdf

The petition was signed by Ivan Rene Moore, president.


RADIO ONE: Files Form 10-Q; Posts $101.2MM Net Income in Q2
-----------------------------------------------------------
Radio One, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a
consolidated net income of $101.26 million on $97.06 million of
net revenue for the three months ended June 30, 2011, compared
with a consolidated net income of $2.49 million on $75.14 million
of net revenue for the same period a year ago.

The Company also reported a consolidated net income of
$37.22 million on $162.07 million of net revenue for the six
months ended June 30, 2011, compared with a consolidated net loss
of $2.10 million on $134.12 million of net revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.52 billion
in total assets, $1.06 billion in total liabilities,
$28.73 million in redeemable noncontrolling interests, and
$433.33 million in total equity.

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

                        http://is.gd/hJRQMF

                         About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RANCHER ENERGY: Filing of Fiscal 2011 Report Delayed
----------------------------------------------------
In a regulatory filing, Rancher Energy Corp. discloses that its
quarterly report on Form 10-Q for the fiscal year ended June 30,
2011, could not be filed within the prescribed time period.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On Feb. 24, 2011, the Bankruptcy Court approved the sale of
substantially all of the Company's assets to DIP Lender Linc
Energy Petroleum, Inc., for the price of approximately
$20 million.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.


RASER TECHNOLOGIES: SEC Objects to Amended Ch. 11 Liquidation Plan
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the U.S. Securities
and Exchange Commission objected Wednesday to Raser Technologies
Inc.'s amended Chapter 11 liquidation plan in Delaware bankruptcy
court, saying the plan would wrongly discharge nondebtors who were
still liable to the defunct geothermal energy company's creditors.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: U.S. Trustee, Creditors Object to Ch. 11 Plan
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Raser Technologies
Inc. last week faced fresh objections to its reorganization plan
in filings by unsecured creditors and the U.S. trustee about
releases that would block certain parties from being sued.

In a filing Friday, U.S. Trustee Roberta A. DeAngelis said that
the language in the plan seems to prohibit the government from
filing causes of action against the released parties, including
any potential criminal claims - a provision that would be
prohibited by bankruptcy law, according to the objection.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RAY ANTHONY: Motion for Adequate Protection Payments Withdrawn
--------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved Huntington National
Bank's withdrawal of its motion for adequate protection payments
against Ray Anthony International, LLC, and Ray G. Anthony.

Huntington National is represented by:

         GRENEN & BIRSIC, P.C.
         John B. Joyce, Esq.
         Jillian L. Nolan, Esq.
         One Gateway Center, 9th Floor
         Pittsburgh, PA 15222
         Tel: (412) 281-7650

                About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010


RCC NORTH: Withdraws Cash Collateral Motion After Bank Foreclosure
------------------------------------------------------------------
RCC North, LLC, has withdrawn its motion to extend use of cash
collateral through Oct. 12, 2011.

On Aug. 10, 2011, U.S. Bank, N.A., as trustee for the registered
holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, the secured
lender in this case, foreclosed on the Debtor's property rendering
the renewed Cash Collateral Motion moot.

As previously reported in the Troubled Company Reporter on
July 21, 2011, Judge Sarah S. Curley approved an interim cash
collateral use stipulation between RCC North, LLC, and secured
creditor U.S. Bank, N.A., as trustee for the registered holders of
Merrill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-
Through Certificates, Series 2006-C1.

The parties agreed to the Debtor's continued use of cash
collateral for the period from May 1, 2011 to July 31, 2011,
pursuant to a prepared budget and subject to the terms of the
Prior Cash Collateral Stipulations and Orders.

                        About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-11078) on April 15, 2010.  John J. Hebert, Esq.,
Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart PC, represent the Debtor in its restructuring effort.
The Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


REAL MEX RESTAURANTS: Incurs $75.4-Mil. 2nd Quarter Net Loss
------------------------------------------------------------
Real Mex Restaurants, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $75.44 million on $127.18 million of total revenues
for the three months ended June 26, 2011, compared with a net loss
of $770,000 on $129.63 million of total revenues for the three
months ended June 27, 2010.

The Company also reported a net loss of $81.67 million on
$243.41 million of total revenues for the six months June 26,
2011, compared with a net loss of $6.26 million on $250.05 million
of total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$200.90 million in total assets, $255.11 million in total
liabilities, and a $54.21 million total stockholders' deficit.

"As previously announced, we are actively working with all parties
within our capital structure to restructure our corporate capital
requirements," said Real Mex Chairman & CEO David Goronkin.  "We
continue to generate meaningful cash flow from our restaurants and
remain current with our obligations.  While this is a challenging
process, it should ultimately lead to a strong foundation for the
future."

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

                        http://is.gd/cUhDmQ

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.  At the end of August
2010, Moody's said the 'Caa2' CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

As reported by the TCR on June 28, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Cypress, Calif.-
based Real Mex Restaurants Inc. to 'CCC' from 'B-'.  "The rating
actions reflect our view that operating performance will remain
weak in 2011, likely requiring the company to amend financial
covenants," said Standard & Poor's credit analyst Andy Sookram.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.


REAL MEX RESTAURANTS: Donald Roach Resigns from Board
-----------------------------------------------------
Donald Roach, who represented a certain shareholder, has resigned
from Board of Directors of Real Mex Restaurants, Inc., effective
Aug. 18, 2011, in order to accommodate the appointment of Douglas
Werking, a representative of the same shareholder.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.  At the end of August
2010, Moody's said the 'Caa2' CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

As reported by the TCR on June 28, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Cypress, Calif.-
based Real Mex Restaurants Inc. to 'CCC' from 'B-'.  "The rating
actions reflect our view that operating performance will remain
weak in 2011, likely requiring the company to amend financial
covenants," said Standard & Poor's credit analyst Andy Sookram.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at March 27, 2011, showed $276.64
million in total assets, $255.35 million in total liabilities and
$21.29 million in total stockholders' equity.


RED EAGLE: Blames Economic Downturn for Chapter 11 Filing
---------------------------------------------------------
CJ Baker at the Powell Tribune reports that the owners of a Cody-
based Red Eagle Oil, Inc., a fuel distribution business and chain
of gas stations/convenience stores, have filed for bankruptcy in
Wyoming's federal bankruptcy court, citing millions of dollars of
debt.

The Company blamed the economic downturn and an inability over the
past two years to collect some of the money it is owed.  Court
documents say Red Eagle has been unable to pay many of its bills
since April, according to the report.

Red Eagle said it has "a strong likelihood" of successfully
reorganizing, though it has indicated it does not expect to be
able to pay all of its creditors.

At a hearing, Federal Bankruptcy Judge Peter J. McNiff allowed the
company to essentially keep running the business as usual for the
time being.  Another hearing in the case was slated for Aug. 22.

The report relates that it's not clear from court documents how
much Red Eagle owes, though if pending lawsuits and bankruptcy
documents are accurate, the sum approaches at least $6 million.
In the company's initial bankruptcy petition, it said it owes
between $1 million and $10 million.  In that petition, Red Eagle
checked a box indicating that when it finishes reorganizing, it
does not expect to have enough money to pay back its unsecured
creditors -- those creditors whose lending wasn't backed by
collateral.  The Company sought an extension of the deadline to
file its schedules of assets and liabilities and other documents.

                        About Red Eagle Oil

Red Eagle Oil sells fuel wholesale as a distributor and hauls
condensate, crude oil and other oil field commodities with a fleet
of 26 trucks and 60 trailers.  Red Eagle Oil is owned by family
members Dale, Judy, Bryan, Brad and Scott Hinze, all of Cody.

Based in Cody, Wyoming, Red Eagle Oil, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Wyo. Case No. 11-20857) on Aug.
1, 2011.  Judge Peter J. McNiff presides over the case.  Bradley
T. Hunsicker, Esq., at Winship & Winship, P.C., represents the
Debtor.  The Debtor did not state its assets but disclosed debts
between $1 million and $10 million.


REFLECT SCIENTIFIC: Posts $390,500 Net Loss in 2nd Quarter
----------------------------------------------------------
Reflect Scientific, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $390,556 on $493,830 of revenues for the
three months ended June 30, 2011, compared with a net loss of
$132,015 on $529,102 of revenues for the same period last year.

The Company reported a net loss of $582,788 on $1.1 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $1.4 million on $1.1 million of revenues for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $4.4 million
in total assets, $4.3 million in total liabilities, and
stockholders' equity of $112,275.

As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC,
in Salt Lake City, Utah, expressed substantial doubt about Reflect
Scientific's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative operating cash flows from operations, and is in default
on its debentures, which matured June 30, 2009.

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

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


REGAL PLAZA: Creditor Wants Application to Employ Justmann Denied
-----------------------------------------------------------------
Nevada State Bank asks the U.S. Bankruptcy Court for the District
of Nevada to deny the request of Regal Plaza, LLC to employ Mark
S. Justmann and Justmann & Associates, Inc., as real estate
appraisers.

As reported in the Troubled Company Reporter on Aug. 15, 2011,
Justmann has provided services to the bankruptcy estate and has
incurred fees amounting to $8,339.  The Debtor also asked that the
Court allow payment of interim compensation to Justmann pursuant
to Section 330 of the Bankruptcy Code and Rule 2016 of the Federal
Rules of Bankruptcy Procedure for the period March 8 through
April 8, 2011.

Justmann will provide real estate appraisal services in this
Chapter 11 case.  Specifically, Justmann will provide expert
testimony regarding the appraisals of the Debtor's real property
located at 5803, 5831, 5855 West Craig Road, Las Vegas, Nevada.
Justmann may also provide these services:

    * Additional appraisal services regarding the Debtor's
      property as necessary for the completion and verification
      of its schedules and statements, disclosure statement,
      plan confirmation hearing, and valuation hearings; and

    * Testimony regarding these appraisals and valuations in
      conjunction with the Debtor's confirmation hearing.

The Debtor related that the scope of Justmann's services may be
modified from time to time.

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

According to the bank, the Justmann application requested not only
that Justmann and his company be employed, but that they be paid
$8,339 for services rendered that include $3,875 (15.5 hours
at $250/per hour) for travel time during the evidentiary hearing',
$3,125 for sitting through 2 days (including lunch time) of the
evidentiary hearing on valuation (12.5 hours at $250/hour),
over $1,000 for airfare, well as miscellaneous food, taxi and
hotel expenses.

The bank objects to the Justmann application: (1) as it is
unsupported by an evidentiary support for the statements that
Justmann is "disinterested" as required pursuant to section 327(a)
of the Bankruptcy Code; (2) as it does not meet the standard for
nunc pro tunc employment; and (3) to the extent that the Debtor
intends on paying Justmann from "cash collateral" of the bank
which constitutes a surcharge on the bank's collateral.

The bank is represented by:

         GORDON SILVER
         Brigid M. Higgins, Esq.
         Gabrielle A. Hamm, Esq.
         3960 Howard Hughes Pkwy., 9th Floor
         Las Vegas, NV 89169
         Tel: (702) 796-5555
         Fax: (702) 369-2666
         E-mail: bhiggins@gordonsilver.com
                 ghamm@gordonsilver.com

                     About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the Petition Date.


RENEGADE HOLDINGS: Oct. 4 Auction for 3 Tobacco Companies
---------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that a U.S.
Bankruptcy Court judge has established the bidding procedures for
the assets of three bankrupt Mocksville tobacco companies.

According to the report, at stake is the attempt by CB Holdings
LLC of Raleigh to buy Renegade Holdings Inc., Renegade Tobacco Co.
and Alternative Brands Inc. for $15.6 million.  An auction will
take place Oct. 4, 2011.  A final hearing on the sale of the
companies will take place Oct. 12, 2011.

The report says the deal was projected to close Oct. 30, 2011.
The Davie manufacturers have a combined 100 employees.

On Aug. 3, 2011, the National Association of Attorneys General
filed an objection to stop the sale of all the assets.  The
association is involved because the 16 state attorneys general
represent the largest unsecured creditor group, says Mr. Craver.

The report says it also has opposed a reorganization plan for the
companies, citing a criminal investigation in Mississippi -- at
least 3 years old -- involving Calvin Phelps, the owner of the
companies, and accusations of "unlawful trafficking in cigarettes
and other related crimes."

The report notes the association said the proceeds from selling
the companies could be higher if the bankruptcy trustee, Peter
Tourtellot, allowed for the escrow rights of Alternative to be
sold separately.

The auction notice said Alternative's escrow rights are valued at
between $40 million and $50 million in principal.

Judge William Stocks set a $250,000 break-up fee, to be paid by
the three companies, if another bidder trumps CB Holdings' offer.

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

Gene Tarr also has been appointed as bankruptcy examiner.


RESPONSE BIOMEDICAL: Incurs C$719,700 Net Loss in 2nd Quarter
-------------------------------------------------------------
Response Biomedical Corporation filed its quarterly report on Form
10-Q, reporting a net loss of C$719,685 on C$2.8 million of
product sales for the three months ended June 30, 2011, compared
with a net loss of C$1.9 million on C$2.1 million of product
sales for the same period last year.

The Company reported a net loss of C$2.1 million on C$4.8 million
of product sales for the six months ended June 30, 2011, compared
with a net loss of C$4.5 million on C$3.5 million of product sales
for the same period last year.

The Company's balance sheet at June 30, 2011, showed
C$17.4 million in total assets, C$10.7 million in total
liabilities, and stockholders' equity of C$6.67 million.

Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Response Biomedical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has sustained continuing losses
since its formation and at Dec. 31, 2010, had a deficit of
C$100.3 million and has not generated positive cash flow from
operations.

A copy of Response Biomedical's consolidated financial statements
for the three months ended June 30, 2011, is available at:

                       http://is.gd/74pY5j

A copy of the Management Discussion and Analysis for the
three months ended June 30, 2011, is available at:

                       http://is.gd/zAb72n

Based in Vancouver, British Columbia, Response Biomedical
Corporation -- http://www.responsebio.com/-- develops,
manufactures and markets rapid on-site diagnostic tests for use
with its RAMP(R) platform for clinical and environmental
applications.  RAMP(R) represents a new paradigm in diagnostics
that provides high sensitivity and reliable information in
minutes.  It is ideally suited to both point of care testing and
laboratory use.

Response Biomedical is a publicly traded company listed on the TSX
under the trading symbol "RBM" and quoted on the OTC Bulletin
Board under the symbol "RPBFD".


RIDGE PARK: Court Extends Schedules Deadline to Aug. 19
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Ridge Park Office, LLC, until Aug. 19, 2011, to file
its Schedules of Assets and Liabilities, Statement of Financial
Affairs and other required documents.

                    About Ridge Park Office

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011, represented by Krikor J. Meshefejian, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by Paul Garrett, president of
Redhawk Communities, Inc.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.


RIO RANCHO: Can Access WSB Cash Collateral Until August 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the fourth stipulation between Rio Rancho Super Mall,
LLC, and Wilshire State Bank authorizing the Debtor to use cash
collateral through Aug. 31, 2011, for the payment of reasonable
and necessary business expenses, pursuant to the Debtor's Amended
budget.

As adequate protection, the Debtor will, among others, make
monthly payments of $35,000 to the Debtor.  WSB is also granted a
replacement lien upon all of the Debtor's post-petition
collateral.  To the extent that the adequate protection is
insufficient, WSB will also have a superpriority administrative
expense claim.

A copy of the Fourth Stipulation allowing the use of cash
collateral is available at:

     http://bankrupt.com/misc/riorancho.4thccstipulation.pdf

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent, Esq.,
at Lee & Kent, in Los Angeles, California, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $7,691,584 in assets and
$12,253,866 in debts as of the Chapter 11 filing.


RIVER ROAD: Appeals Rejected Asset Sale in High Court
-----------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that River Road Hotel
Partners LLC this month appealed its rejected asset sale to the
U.S. Supreme Court, asking it to determine whether Chapter 11
plans need to allow credit bidding by secured lenders in order to
be fair and equitable.

                       About River Road Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago,
Illinois (Bankr. N.D. Ill. Lead Case No. 09-30029) on Aug. 17,
2009.  Based in Oak Brook, Illinois, River Road estimated assets
of as much as $100 million and debt of as much as $500 million in
its Chapter 11 petition.  River Road disclosed $0 in assets and
$14,400,000 in liabilities as of the Chapter 11 filing.  Terrence
O'Brien & Co. serves as the Debtors' appraiser, and Madigan &
Getzendanner as serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


RIVER ROCK: Reports $11.9 Million Operating Income in 2nd Quarter
-----------------------------------------------------------------
River Rock Entertainment Authority filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting income from operations of $11.96 million on $31.19
million of net revenues for the three-month period ended June 30,
2011, compared with income from operations of $13.10 million on
$32.43 million of net revenues for the same period a year ago.

The Company also reported income from operations of $24.29 million
on $62.52 million of net revenues for the six-month period ended
June 30, 2011, compared with income from operations of $25.59
million on $64.68 million of net revenues for the same period
during the prior year.

The Company's balance sheet at June 30, 2011, showed
$224.41 million in total assets, $210.64 million in total
liabilities, all current, and $13.77 million in total net assets.

                        Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.

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

                        http://is.gd/lkqk21

                          About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

                           *     *      *

As reported by the TCR on March 18, 2011, Moody's Investors
Service downgraded River Rock Entertainment Authority's Corporate
Family Rating and Probability of Default Rating to Caa1 from B2,
and the rating on the $200 million senior notes due 2011 to Caa1
from B2.  All ratings are kept under review for further possible
downgrade.  The downgrade of CFR to Caa1 reflects the significant
refinancing risk stemming from upcoming maturity of RREA's $200
million senior notes on Nov. 1, 2011 and lack of evidence that the
Authority has made meaningful progress in addressing the maturity
since its ratings were initially placed under review for possible
downgrade in October 2010.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."


ROBB & STUCKY: Wells Fargo Seeks Stay Relief to Exercise Rights
---------------------------------------------------------------
Wells Fargo Bank, N.A., successor-by-merger to Wachovia Bank,
N.A., seeks relief from the automatic stay in the bankruptcy case
of Robb & Stucky Limited LLLP (i) to permit it to apply $100,300
of funds from a certain cash collateral account to the Debtor's
obligations arising from the draw on a certain letter of credit as
provided in that certain collateral agreement, and (ii) to
exercise its right of set off with respect to $9,700 balance of
funds remaining in the Cash Collateral Account for application to
a certain rolling stock deficiency.

The Debtor historically occupied real property commonly known as
4088 Millenia Boulevard, Orlando, Orange County, Florida, pursuant
to a ground lease agreement, dated February 2, 2005, between the
Debtor and Cameron Group Associates, LLP.  Wells Fargo provided
construction financing for the Debtor's retail stores on the
Premises and secured the loan obligations with a leasehold
mortgage.

Because of non-payment of rent, the Landlord terminated the Ground
Lease on September 15, 2010.  The Landlord agreed to rescind the
Lease Termination and reinstate the Ground Lease on the condition
that a letter of credit be provided in the face amount of $100,000
to secure future payments of rent and other sums owing to the
Landlord by the Debtor under the Ground Lease.

Wells Fargo agreed to issue the Letter of Credit, provided that
the Debtor agreed for Wells Fargo to establish a cash collateral
deposit account on terms and conditions set forth in a Letter of
Credit Collateral Agreement, dated October 4, 2010, to secure
payment of all obligations.

On October 7, 2010, Wells Fargo issued the Letter of Credit to the
Landlord and the Ground Lease termination was rescinded.

Pursuant to the Collateral Agreement, the Debtor deposited
$110,000 with Wells Fargo for funding of the Cash Collateral
Account.  Wells Fargo released the Lee County Second Mortgage.
According to Wells Fargo, its security interest in the Cash
Collateral Account is perfected by control as the Account is a
deposit account at Wells Fargo under its control.

On June 3, 2011, the Debtor gave its notice of rejection of the
Ground Lease.

On June 17, 2011, the Landlord submitted a draw for the full face
amount of $100,000 of the Letter of Credit.  Wells Fargo paid the
full face amount of the Letter of Credit on June 23, 2011, and
incurred draw and other fees of $300 in connection with the draw.

In addition to the draw on the Letter of Credit, the Debtor is
indebted to Wells Fargo, inter alia, for credit extended for the
purchase of certain rolling stock used by the Debtor in its
operations, as evidenced by a promissory note, dated June 2, 2005,
in the original principal amount of $1,801,492.  As of the
Petition Date, the balance of the Rolling Stock Note debt was
$621,952.  Payment of the Rolling Stock Note was secured, in part,
by security interests in certain rolling stock purchased by the
Debtor.

On June 4, 2011, the Court approved -- and Wells Fargo consented
to -- the sale of the Debtor's interests in the Rolling Stock and
the release of Wells Fargo's liens on the rolling stock upon
payment of $120,000, which the Debtor remitted to Wells Fargo on
June 21.  As a result, Wells Fargo now holds an unsecured
deficiency claim on the Rolling Stock Note amounting to $501,952.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


ROPER BROTHERS: Petersburg Meets on Plan to Underwrite Bond
-----------------------------------------------------------
Progress-index.com reports that a plan to redevelop a big piece of
high-profile property will be the sole topic of discussion at a
special meeting of the city council of Petersburg, Virginia.

According to the report, on the agenda for the meeting at Union
Station is a public hearing on the city's plan to underwrite a
bond for up to $2.5 million for the city's Economic Development
Authority to buy the former Roper Brothers Lumber Co. property on
Pocahontas Island.

The report says the roughly 25-acre parcel has sat idle since the
100-year-old company filed a petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in December 2009.  The
land was not included among the assets in the bankruptcy case
because it was owned by a separate business entity, Roper Brothers
Holdings LLC.  It was sold last year to J&L Investors LLC, a real
estate investment company based in Portland, Ore.

The report notes the Economic Development Authority signed a
contract in May to buy the property and now needs council to
authorize the bond issuance to close the deal.

The report relates that Plans for the purchase were discussed at
City Council's annual retreat, held Aug. 5-6 in Smithfield, City
Manager William E. Johnson III said the property's Appomattox
River waterfront location gives the city an opportunity to bring
in additional traffic.

The proposed resolution that council will consider at the meeting
says the deal "offers an opportunity to control a strategic real
estate asset that may contribute to the development and
redevelopment of Downtown Petersburg."  While no detailed plans
are included, the resolution says the purchase has the potential
for "creating full-time and temporary employment, generating
increased tax revenues" and otherwise benefiting city residents.

               About Roper Brothers Lumber Company

Headquartered in Petersburg, Virginia Roper Brothers Lumber
Company, Incorporated, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case No. 09-38215) on Dec. 16, 2009.
Durrettebradshaw PLC represents the Debtor.  The Company disclosed
$13,752,899 in assets and $16,658,187 in liabilities.


ROSETTA RESOURCES: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Rosetta Resources Inc. (Rosetta) to positive from stable and
affirmed the 'B' corporate credit rating on the company.

"We also raised our senior unsecured debt rating on Rosetta's $200
million unsecured notes to 'B+' from 'B-'. We revised our recovery
rating on the unsecured debt to '2', indicating our expectation of
substantial (70% to 90%) recovery in the event of a payment
default, from '5'," S&P related.

"The outlook revision on Rosetta reflects the potential for an
upgrade depending upon the conversion of the company's proved
undeveloped reserves to the proved developed producing category,"
said Standard & Poor's credit analyst Marc D. Bromberg. "Rosetta's
strong second quarter was highlighted by a mid-year reserves
update in which the company announced that proved reserves more
than doubled to approximately 970 billion cubic feet equivalent
(Bcfe) from 479 Bcfe at year end 2010. Nevertheless, more than 70%
of its proved reserves are in the more risky PUD category, which
is high compared with E&P peers at the 'B+' rating level. Rosetta
is targeting PDP at 40% of proved reserves by year end, and if the
company is on track to reach this level (PDP of approximately 400
Bcfe), we will raise the rating to 'B+'."

Standard & Poor's ratings on Rosetta Resources Inc. reflects the
company's small size of its proved developed reserves, its
significant spending requirements to develop its PUDs, and its
reliance on one location (Eagle Ford) for much of its future
growth. "Our ratings also reflect its adequate liquidity position,
its condensate-rich acreage in the Eagle Ford basin, and a
favorable cost structure relative to its peers," S&P said.

As of June 30, 2011, Rosetta had about $277 million of adjusted
debt, inclusive of operating lease commitments and asset
retirement obligations, corresponding to annualized debt to EBITDA
below 1x. "Rosetta will need to spend aggressively to develop its
reserves, and we think spending could range between $500 million
to $600 million in 2012 and $600 million to $700 million in 2013.
At our price deck, which for oil is $80 in both 2011 and 2012 and
$70 thereafter and for gas $3.75 in 2011, $4 in 2012 and $4.50
thereafter, we envision that the company will outspend cash flows
in the $100 million to $200 million range in each of the next
several years. However, we believe the company could issue debt to
the extent that it does not exceed their targeted total debt/
total capital ratio of 40% and if it did, would have a remedy
through such actions as asset sales, retention of earnings or
manage capital expenditures, to meet stated targets. Nevertheless,
given the profitability associated with its increasing
condensate/liquids production out of the Eagle Ford, we anticipate
that leverage will remain between 1x to 2x over this period, which
we consider to be strong for either the 'B' or 'B+' rating
category," S&P stated.


RUBICON FINANCIAL: Reports $77,400 Net Income in 2nd Quarter
------------------------------------------------------------
Rubicon Financial Incorporated filed its quarterly report on Form
10-Q, reporting net income of $77,449 on $4.0 million of revenue
for the three months ended June 30, 2011, compared with a net loss
of $254,194 on $3.5 million of revenues for the corresponding
period last year.

The Company reported net income of $250,696 on $8.4 million of
revenue for the six months ended June 30, 2010, compared with a
net loss of $381,625 on $7.0 million of revenue for the comparable
period of 2010.

At June 30, 2011, the Company's balance sheet showed $5.5 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $2.7 million.

As reported in the TCR on April 8, 2011, Weaver & Martin, LLC, in
Kansas City, Mo., expressed substantial doubt about Rubicon
Financial'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 had negative cash flows
from operations.

A copy of the Form 10-Q is available at http://is.gd/G7UlAo

Irvine, Calif.-based Rubicon Financial Incorporated (OTC BB: RBCF)
is a financial services holding company.  The Company operates
primarily through Newport Coast Securities, Inc., a fully-
disclosed broker-dealer, which does business as Newport Coast
Asset Management as a registered investment advisor and dual
registrant with the Securities and Exchange Commission and Newport
Coast Securities insurance general agency.

The Company offers: insurance; investment banking services for
small to mid-sized companies; securities market making; investment
management and financial planning; and retail and institutional
brokerage services.  Each subsidiary providing these services is
an individually licensed corporation doing business under the
parent holding company.


RUSSIAN RIVER: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
San Francisco Business Times, citing the Press Democrat, reports
that Forestville's Russian River Vineyards filed Chapter 11
bankruptcy as its owners try to restructure the winery and
restaurant.  The winery and restaurant, which employ 35 people,
will remain open.  According to the report, the business is now
growing but struggled after its current owners bought it in 2008.
The Cmpany's revenue increased from $600,000 in 2009 to $800,000
in 2010, and is expected to hit $1.2 million this year, the report
says.  The winery makes about 2,000 cases annually.  The winery,
built in 1969, has gone through a succession of owners.


RYLAND GROUP: Leslie Frecon Resigns from Board
----------------------------------------------
Leslie Frecon resigned from the Board of Directors of the Ryland
Group, Inc., effective Aug. 15, 2011.  Ms. Frecon informed the
Corporation that geography and work demands preclude her continued
service as a Director.  During Ms. Frecon's thirteen years of
service as a Director with The Ryland Group, Inc., the Corporation
and the Board of Directors have appreciated her significant
contributions as Director.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at June 30, 2011, showed $1.57 billion
in total assets, $1.05 billion in total liabilities and $513.79
million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAIGON VILLAGE: East West Deal Okayed; Ch. 11 Case Dismissed
------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court Northern
District of California dismissed the Chapter 11 case of Saigon
Village, LLC.

The Court ordered that the approved settlement between the Debtor
and East West Bank will remain effective notwithstanding the
dismissal.

As reported in the Troubled Company Reporter on June 22, 2011, the
Debtor asked the Court to dismiss its Chapter 11 case after
entering into a settlement with East West Bank, as assignee of the
Federal Deposit Insurance Corporation as receiver of United
Commercial Bank.

The settlement provides, among other things, that:

   -- EWB will restructure the loan to a principal amount of
      $12,000,000, from approximately $18,000,000;

   -- the Restructured Loan will have a term of 12 months with
      interest at the Wall Street Journal Prime Rate plus 2%;

   -- the Debtor will make monthly interest-only payments of
      $60,000 per month;

   -- the Restructured Loan will be subject to execution of new
      loan documents reflecting the restructured terms;

   -- the bank's security interests will remain unchanged;

   -- the term of the Restructured Loan may be extended based upon
      Debtor reaching certain benchmarks for the sale of the
      commercial condominiums owned by Debtor;

   -- the Debtor will establish two reserve accounts with the
      funds currently held in the DIP Account, with one reserve
      utilized for payment of interest, and the other as an
      operating account to pay for operating expenses and approved
      tenant improvements;

   -- EWB, which is also a tenant at the property owned by Debtor,
      will have the right to terminate its lease prior to the end
      of the term of the lease, subject to a penalty if
      termination occurs prior to October 31, 2011;

   -- the parties waive the provisions of Section 1542 of the
      California Civil Code;

   -- EWB will dismiss a currently pending state court litigation
      against the Debtor; and

   -- the Debtor will dismiss the adversary proceeding pending
      before the Court against East West.

According to Lawrence A. Jacobson, Esq., at Cohen and Jacobson,
LLP, in Redwood City, California, the settlement resolves the
primary and central dispute pending in the Bankruptcy Case.

The settlement, Mr. Jacobson tells the court, will reduce EWB's
claim against the Debtor by $6,000,000, and will allow Debtor the
opportunity to rent and sell its property in order to pay its
creditors.  The settlement will also reduce the risks associated
with the litigation pending between the parties, he adds.

                     About Saigon Village, LLC

Milpitas, California-based Saigon Village, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 09-60597) on
Dec. 3, 2009.  Lawrence A. Jacobson, Esq., at Law Offices of Cohen
and Jacobson represents the Debtor.  The Company estimated assets
and liabilities at $10 million to $50 million.


SALEM CITY: Moody's Lowers General Obligation Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to the rating to Ba3 from
Ba2 on The City of Salem's (NJ) $826,000 rated outstanding General
Obligation bonds and the $19.4 million outstanding from the Salem
County Improvement Authority's City-Guaranteed Revenue Bonds
(Finlaw State Office Building Project), Series 2007. At this time,
Moody's has taken the rating off Watchlist for potential downgrade
and assigned a negative outlook. The bonds are secured by the
city's general obligation, unlimited tax pledge.

RATINGS RATIONALE

The downgrade from a Ba2 rating reflects the city's continued
financial pressure which stems from the Finlaw State Office
Building Project, on which the city has guaranteed debt service
payments. Also incorporated in the rating are the city's narrow
financial operations, strained liquidity position and limited tax
base with high debt burden. Further, Salem's access to the capital
markets is currently pressured given minimal market interest on a
recent negotiated BAN sale (one bank bidding on a $1.7 million BAN
dated 6/30/2011).

STRENGTHS

- Satisfactory reserve levels

CHALLENGES

- High direct debt burden coupled with exposure to guaranteed debt

- Below average wealth levels

- Access to the capital markets

DETAILED CREDIT DISCUSSION

FINLAW PROJECT UNDER-PERFORMS PROJECTIONS; USE OF DEBT SERVICE
RESERVE INCREASES LIKELIHOOD OF USE OF CITY GUARANTEE

In 2007, the city guaranteed bonds, issued by the Salem County
Improvement Authority, to finance a downtown office building. The
bonds, while ultimately secured by the city's general obligation
tax pledge, were expected to be supported by revenues generated by
leasing the office space. Construction delays of the facility
resulted in delayed lease payments and as such, the last five debt
service payments have been paid, in part, with funds from the Debt
Service Reserve Fund. The Debt Service Reserve Fund was originally
sized at $1.8 million and following the five draws ($488,000 in
February 2009, $127,000 in August 2009, $55,000 in February 2010,
$159,000 in August 2010, and $102,000 in February 2011), the fund
has been reduced to $914,000 (the balance includes investment
interest).

The anchor tenant of the office building (leasing 84% of office
space) is the State of New Jersey (GO rated Aa3/stable outlook).
Additional leases are with the Salem County Improvement Authority
and a State Senator. Moody's views the lease revenue stream
supporting the bonds as somewhat speculative, given tenants'
ability to terminate the leases under certain circumstances which
are unrelated to credit events. An important risk in the
structure, as Moody's identified when it first assigned a rating
to the bonds, is the fact that the state lease is for 20 years and
the bonds amortize over 30 years, leaving funding uncertainties in
the out years. Additionally, the revenue associated with the
signed leases, $1.1 million, is insufficient to cover both debt
service ($1.06 million annually over the next four years) and
maintenance on the building (estimated at $145,000).

The risks to the revenue stream associated with the 20-year term
of the state lease, which accounts for the majority of revenue
($914,000 or 82% of the total revenue identified), a possible
termination of the leases and recent draws on reserves increase
the likelihood that the city will have to make debt service
payments. Given the size of the debt, as compared to the Salem's
resources, the city's ability to raise the required funds for debt
service would have a material impact on its financial position.

CITY GUARANTEE IS CALLED ON AFTER THE DEBT SERVICE RESERVE IS
LIQUIDATED

The city guarantee calls for the Debt Service Reserve, initially
funded at 125% of average annual debt service, or $1.8 million, to
be used first for any deficiency. Once the Debt Service Reserve
Fund has been exhausted, the city is obligated to pay debt service
for the life of the bonds as there is no replenishment mechanism
for the Debt Service Reserve. Under the terms of the Guaranty
Agreement between the city, the SCIA and Fulton Financial
Advisors, N.A. (the trustee for the transaction), if the SCIA has
not deposited with the trustee sufficient funds to pay debt
service 20 days into the month preceding the month in which debt
service is due (February and August 15), the trustee will
immediately inform the city of the deficiency. The city is then
obligated to remit to the trustee an amount equal to the
deficiency one business day before debt service is due. The city
is obligated to take any action required for timely payment of
debt service, including adoption of an emergency appropriation.

FULL PAYMENT OF DEBT SERVICE ON SCIA FINLAW BONDS WOULD HAVE
MATERIAL FINANCIAL IMPACT; LIMITED LIQUIDITY THREATENS CITY'S
ABILITY TO MAKE TIMELY DEBT SERVICE

Highlighting the sizable liability the city has taken on by
guaranteeing the SCIA Finlaw bonds, 2010 debt service ($1.06
million) is more than the city's $790,000 Current Fund balance.
Based on historic draws on the Debt Service Reserve Fund (DSRF)
since FY 2009, the DSRF would be fully depleted by FY 2014,
triggering the guarantee requiring the city to make up the
difference. However, the city has identified recurring expenditure
savings of approximately $140,000, which will lessen but not
eliminate the level by which the DSRF is drawn down each payment
period.

Salem has a still-forming plan to stop drawing from the DSRF. In
addition to the expenditure savings, the city is looking into
possible new revenues, but those plans are currently in the very
early stages. Management is projecting to eliminate the draws on
DSRF by August 15, 2012 through this plan. The city's ability to
create new reoccurring revenues will be a significant factor on
future rating considerations. Under the possibility that the full
guarantee was called, the maximum payment of $1.06 million would
require a sizable 27% tax levy increase, raising debt service to
approximately 22% of expenditures. Moody's believes this level of
increase would be unmanageable given the city's limited $235
million tax base, with wealth levels well below the state and
nation. Median family income of $29,699 and per capita income of
$13,559 as reported in the 2000 Census are 45.4% and 50.2% of
state medians, respectively.

FINANCIAL OPERATIONS REMAINS PRESSURED

Salem has maintained modest financial reserves levels over the
last four fiscal years, generating a limited liquidity position.
Slim reserves have resulted in the occasional need for cash flow
borrowing for operations, including $600,000 in Tax Anticipation
Notes (issued June 19, 2008; paid in March 2, 2009) in fiscal
2008. Favorably, the city has adjusted its quarterly collections
and instituted estimated tax bills quarterly to smooth collections
and alleviate the need for TANs. In fiscal 2009, operations ended
essentially flat (with a $5,000 draw on reserves) and maintained
fund balance levels at approximately $800,000, or 11.6% of
revenues. At the end of fiscal 2010, the city ended with a modest
deficit of $29,000, decreasing reserves to 11.19% of revenues. The
deficit was largely driven by the elimination of state
transitional aid ($400,000) and predominately offset by a 10%
($455,000) tax levy increase. Further, the city defers $1 million
of school taxes to mitigate cash flow borrowing, which Moody's
views as an off-balance sheet liability. The Current Fund balance
net of New Jersey accounting treatment of deferrals is a pressured
negative $259,000.

Year-to-date, the recently approved fiscal 2011 budget is
performing with positive variances in expenditures. The city is
expecting to end structurally balanced and end with a modest
surplus after fully replenishing $700,000 in appropriated surplus.
Expected surplus is anticipated given a 4% tax levy increase and
drop in healthcare costs given retirement, elimination of
positions through layoffs and attrition (2 employees).

In the near-term, the city's ability to roll or convert $1.7
million in outstanding BANs could generate additional challenges
on operations in fiscal 2012. Salem's access to the capital
markets is currently pressured given minimal market interest on
recent negotiated BANs sale (one bank interested in a $1.7 million
BANs dated 6/30/2011). The city plans to roll or convert the BAN's
into long-term debt in March 2012. Alternatives to roll BANs if
market interest is non-existent are limited given Salem's strained
liquidity position ($2 million in cash and $760k in fund balance).
The city's ability to formulate viable alternatives to roll the
BANs in March 2012 will be an additional critical component in
future rating reviews.

VERY HIGH DEBT BURDEN REFLECTS CITY'S GUARANTEE OF SCIA FINLAW
DEBT

Moody's believes the city has taken on a liability which is
disproportionate to the city's size and ability to pay, which is
reflected in the very high debt burden of 15.1% of equalized
value. Included in the debt burden is the entire $19.4 million
associated with the Finlaw project. Debt service was 6.7% of 2010
Current Fund expenditures an average principal amortization is
slow at 46.9% payout in 10 years. Future borrowing plans are
limited and include rolling or converting $1.7 million BANs in FY
2012. The city is not party to any derivative contracts and all
outstanding debt is fixed rate.
Outlook

The negative outlook reflects the city's challenged ability to
roll or convert outstanding BANs in the near term under stressed
market conditions and recent weak interest in the city's BANs. In
addition, the revenues associated with the 2007 Finlaw State
Building Project debt will continue to be insufficient to meet
debt service requirements, requiring additional draws and
maintaining the likelihood that the city's guaranty will be called
upon. Given Salem's weak financial position, the city will likely
be challenged to make good on its guaranty in a timely basis.
Although actions have been taken to reduce expenditure costs and
feasibility studies have begun on generating new revenue sources,
it remains uncertain whether these efforts will prove successful.

What Could Change the Rating UP (removal of negative outlook):

- Rebuilding the debt service reserve fund to its original size of
  $1.8 million

- Ceasing debt service reserve draws

- Successful conversion of outstanding BANs into long-term debt

What Could Change the Rating Down:

- A further decline in debt service reserves

- A decline in lease revenues

- Increased financial operation pressures

- Inability to roll BANs or convert into long term debt

KEY STATISTICS:

2008 Population: 5,661 (-3.3% since 2000)

2010 Equalized Valuation: $235 million

2010 Equalized Value Per Capita: $45,681

1999 Per Capita Income (as % of NJ and US): $13,559 (50.2% and
62.8%)

1999 Median Family Income (as % of NY and US): $29,699 (45.4% and
59.3%)

Overall Debt Burden (including SCIA debt): 15.1%

Payout of Principal (10 years): 46.9%

2010 Current Fund Balance: $790 million (11.19% of Current Fund
revenue)

2010 Current Fund Balance, net of deferred charges and school tax
deferrals: -$292,000 (-4.1% of Current Fund revenue)

Rated G.O. and Guaranteed Debt Outstanding: $20.2 million

Current size of Debt Service Reserve Fund: $914,000

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


SAN DIEGO CIVIC: Poor Economic Conditions Cue Bankruptcy Filing
---------------------------------------------------------------
James Hebert at Sign On San Diego reports that Starlight Musical
Theatre has filed for a Chapter 11 reorganization cited "poor
economic conditions (that) have crippled the organization's
financial resources and hampered its ability to attract sponsors
and grants."

According to the report, Starlight, formally known as the San
Diego Civic Light Opera, began presenting summer musicals in the
park 65 years ago, but has faced severe financial challenges in
recent years.

San Diego Civic Light Opera Association, Inc., doing business as
Starlight Theatre, Starlight Opera, and Starlight Musical Theatre,
filed a Chapter 11 petition (Bankr. S.D. Calif. Case No. 11-13070)
on Aug. 4, 2011, estimating under $1 million in assets and
liabilities.  See http://bankrupt.com/misc/casb11-13070.pdf


SATISFIED BRAKE: Court Stays Ruling BPI's Motion for Stay Relief
----------------------------------------------------------------
The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court
Eastern District of Kentucky ruled that the determination of Brake
Parts, Inc.'s motion for relief from stay against Satisfied Brake
Products, Inc's assets is stayed pending the conclusion of the
appeal to the Bankruptcy Appellate Panel of the Sixth Circuit.

The Debtor related that before the Court ruled on BPI's motion for
relief from stay, BPI filed a Notice of Appeal to the BAP for an
appellate review of the Court's order granting the petition for
recognition.

As reported in the Troubled Company Reporter on July 11, 2011,
Judge Scott recognized the Chapter 15 case of the Debtor, as a
foreign main proceeding.  Noubar Boyadjian, representative of
Litwin Boyadjian, Inc., filed for recognition pursuant to Sections
1515 and 1517 of the Canadian insolvency proceeding in the
Superior Court, Province of Quebec, District of Montreal.

The proposed guidelines for court-to-court communications are also
adopted by the Court.

BPI is further ordered to immediately advise the Court of any
disposition of the appeal.

                  About Satisfied Brake Products

Dorval, Quebec-based Satisfied Brake Products, Inc., is subject to
an insolvency proceeding filed Jan. 10, 2011 in Canada pursuant to
section 50.4(1) of the Bankruptcy and Insolvency Act (Canada)
R.S.C. 1985 c. B-3.  The Foreign Main Proceeding is styled In Re
the Matter of Satisfied Brakes Inc. and Litwin Boyadjian Inc.
Trustee, Superior Court, Province of Quebec, District of Montreal,
Bankruptcy Division, Court Number 500-11-040128-114,
Superintendant Number 41-1449455, File number 1101002.

Noubar Boyadjian, of Litwin Boyadjian, Inc., acting as trustee and
foreign representative, filed a petition under Chapter 15 of the
U.S. Bankruptcy Code for Satisfied Brake Products (Bankr. E.D. Ky.
Case No. 11-51427) on May 16, 2011.  Chief Judge Joseph M. Scott
Jr. presides over the case.  Gregory R. Schaaf, Esq., at
Greenebaum Doll & McDonald PLLC, serves as counsel to the Foreign
Representative.

On May 19, 2011, the Bankruptcy Court granted the Foreign
Representative's request for provisional stay relief pending
recognition of the Canadian case as a Foreign Main Proceeding.
The Court declared that the automatic stay is immediately in
effect in the case.  The Debtor is directed to take no action in
violation of the terms of the Preliminary Injunction entered in
favor of Brake Parts, Inc. on Dec. 15, 2010, in the consolidated
civil action Brake Parts, Inc. v. David Lewis, Satisfied Brake
Products, Inc. and Robert R. Kahan, Case No. 09-CV-132 (E.D. Ky.).


SBARRO INC: Employs Steinberg Fineo as Special Counsel
------------------------------------------------------
Sbarro, Inc. and its debtor-affiliates sought and obtained the
approval of the U.S. Bankruptcy Court for the Southern District of
New York to employ Steinberg, Fineo, Berger & Fischoff, P.C., as
their special counsel with respect to general business matters,
nunc pro tunc to the Petition Date.

SFB&F will render certain legal services in its capacity as
special counsel only upon the Debtors' request.  Specifically,
SFB&F will continue to represent and provide legal services to the
Debtors with respect to various franchise, general corporate and
transactional, intellectual property, real estate, labor,
employment, and litigation matters.

These Chapter 11 cases will be conducted by Kirkland & Ellis LLP
and, where appropriate, by Curtis, Mallet-Prevost, Colt & Mosle
LLP, and not by SBF&F.  The Debtors will work to ensure no
duplication of services between Kirkland & Ellis and Curtis
Mallet-Prevost.

SFB&F intends to charge for its legal services in accordance with
the engagement letter, dated January 31, 2007, between the
parties, and seek reimbursement of actual and necessary out-of-
pocket expenses.  Pursuant to Section 328(a) of the Bankruptcy
Code, the Debtors seek to retain SFB&F on the fixed fee basis
under which the firm has been providing services since 2007.

Under the Engagement Letter, SFB&F's current annual fee is
$508,000, payable in monthly increments of $42,400.

The Engagement Letter also contemplates that SFB&F may provide
representation to the Debtors on litigation and transactional
matters outside the scope of the general counsel services.
Currently, SFB&F represents the Debtors in various litigation
matters involving disputes with employees, landlords and vendors.
SFB&F also represents the Debtors before various federal agencies,
including the Equal Employment Opportunity Commission and the
Department of Labor.  Payment for these additional services
is incremental to the Fixed Fee Payment and is invoiced on a
monthly basis at rates consistent with SFB&F's hourly rates:

               Senior partner                $450
               Associate                  $325 - $375
               Paraprofessionals             $175

Because all pending litigation will be stayed as a result of these
bankruptcy cases, SFB&F estimates its monthly invoices for Hourly
Services to be approximately $10,000.

During the 90 days before the Petition Date, the Debtors have made
certain payments to SFB&F for the Fixed Fee Payments as well as
fees and expenses for Hourly Services.  The Debtors do not owe the
firm any amount for services performed or expenses incurred before
the Petition Date.

Stuart M. Steinberg, a partner in the law firm of SFB&F, disclosed
that he is employed as "Secretary of Sbarro" pursuant to an
engagement letter, dated January 31, 2007.  In this capacity, Mr.
Steinberg primarily documents minutes and prepares resolutions
with respect to Sbarro's board of director meetings.  He is not
being retained to represent the Debtors in conducting the Chapter
11 cases.

The Debtors do not believe that Mr. Steinberg's employment as
Secretary of Sbarro and his services represent an adverse interest
to the Debtors or cause Mr. Steinberg of SFB&F to hold an adverse
interest to the Debtors with respect to the Representative
Matters.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Employs Marotta Gund for 13-Week Cash Flow Forecast
---------------------------------------------------------------
Sbarro, Inc. and its debtor affiliates sought and obtained the
approval of Judge Shelley C. Chapman to employ Marotta Gund Budd &
Dzera, LLC as their special financial advisor, nunc pro tunc to
the Petition Date, in accordance with the terms and conditions set
forth in a certain engagement letter, dated April 11, 2011.

MGBD will render special financial advisory services, including:

     * Assist management with its ongoing efforts to manage the
       13-week cash flow forecast, measure actual results to
       forecast, updated the forecast on an ongoing basis, and
       communicate with Debtors' constituents and their
       professionals regarding the Debtors' cash flow and
       disbursements and related items;

     * Prepare a liquidating and best interests analysis in
       connection with the Debtors' preparation of a Chapter 11
       plan and disclosure statement;

     * Assist management with preparation of debtor-in-possession
   financing budgets and ensuring compliance with financing
   covenants;

     * Review and analyze the validity of claims and assist with
       claims recovery and other analyses related to the Debtors'
       plan of reorganization and an accompanying disclosure
       statement; and

     * As requested, participate in meetings with management and
       various stakeholders to address diligence and information
       requests and inquiries.

The Debtors have also retained PricewaterhouseCoopers LLP to
provide, among other things, certain bankruptcy consulting
services.  The Debtors intend for MGBD to assist them in complying
with their debtor-in-possession budget requirements, preparing the
liquidating analysis, monitoring cash flow, and responding to
financial and other diligence requests of any statutory committee
appointed in these cases and their professionals.  PwC, in its
role as bankruptcy consultant, will assist the Debtors in
preparing schedules and statements, monthly operating reports and
other required reports, and monitor the Debtors' compliance with
Chapter 11 operating procedures and the Court's order allowing the
Debtors to make critical vendor payments.

All services that MGBD and PwC provide will be appropriately
directed by the Debtors to avoid duplication of services.

Pursuant to the Engagement Letter, MGBD's fee structure consists
of these hourly rates:

               Senior managing directors     $650
               Professional staff         $175 - $550
               Paraprofessionals          $150 - $200

MGBD has agreed to make available to the Debtors one Director
full-time throughout the engagement at an hourly rate of $225,
which is a 40% reduction from the Director's standard hourly rate
of $375.  In addition, time billed by other MGBD professionals or
paraprofessionals who provide services to the Debtors will be
billed at 90% of their standard hourly rates.

The firm will also seek reimbursement for reasonable and necessary
expenses incurred in connection with these Chapter 11 cases.

The Debtors have made certain payments as retainer to MGBD during
the 90-day period before the Petition Date.  The Debtors do now
owe the firm any amount for services performed or expenses
incurred before the Petition Date.  MGBD will hold the balance of
the retainer to any additional fees and expenses incurred during
the bankruptcy proceeding.

Philip J. Gund, a senior managing director of MGBD, informed the
Court that of the services that were or will be provided in the
course of other engagements, (i) none are connected in any way to
these Chapter 11 cases, (ii) none will impact, conflict with or be
adverse to the rights of the Debtors in these cases, and (iii)
none will compromise the firm's ability to provide services in
these bankruptcy cases.

Mr. Gund disclosed that MGBD is currently engaged and has in the
past been engaged by Bank of America, N.A., JPMorgan Chase & Co.,
and MidOcean partners, L.P. to provide various financial advisory
services unrelated to the Debtors or these Chapter 11 cases.  BofA
and JPMorgan hold no debt or equity in the Debtors.

MGBD is a disinterested person as the term is defined in Section
101(14) of the Bankruptcy Code, Mr. Gund attested.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Seeks Approval of Key Employee Incentive Plan
---------------------------------------------------------
BankruptcyData.com reports that Sbarro Inc. filed with the U.S.
Bankruptcy Court a motion for approval of a key employee incentive
plan (KEIP).  The KEIP provides incentive-based cash awards to
certain key employees identified by the Debtors as most capable of
maximizing financial performance for the benefit of all parties in
interest.  Three of these identified employees are classified as
"insiders."  Under the KEIP, total payments can range from
$585,000 to $975,000 per measurement period, for a total aggregate
cost of $1.17 million to $1.95 million.

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

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

Cantor Fitzgerald Securities, the agent for Sbarro's first lien
lenders and post-petition debtor-in-possession lenders, is being
advised by Davis Polk & Wardwell LLP, its legal counsel, and
Conway Del Genio Gries & Co., LLC, its financial advisor.

Sbarro in August 2011 filed a proposed plan sponsored by certain
of Sbarro's first lien lenders.  Under the Plan, 100% of the
outstanding amount of the $35 million postpetition debtor-in-
possession financing will be converted into an equal amount of a
newly issued $110 million senior secured exit term loan facility.
In addition, $173 million in prepetition senior secured debt held
by the prepetition first lien lenders will be converted into the
remaining exit term loan facility and 100% of the common equity of
the reorganized company.  A hearing to consider approval of the
disclosure statement for the proposed plan is scheduled for
Sept. 7, 2011.


SEALED AIR: Moody's Assigns P(Ba1) Ratings to Secured Facilities
----------------------------------------------------------------
Moody's Investors Service continued Sealed Air's review for
downgrade initiated on June 1, 2011 following the company's
announcement that it had signed a definitive merger agreement to
acquire Diversey Holdings, Inc. and assigned provisional P(Ba1)
ratings to the proposed senior secured credit facilities. Moody's
anticipates downgrading Sealed Air's Baa3 senior unsecured rating
and assigning a Ba3 corporate family rating if the transaction
closes as proposed. Additional instrument ratings are detailed
below.

Sealed Air has committed financing in place to fund the
acquisition including a $1,000 million first-lien term loan A
credit facility, a $1,300 million first-lien term loan B credit
facility, a $1,500 million senior unsecured bridge facility, and a
$700 million first-lien revolving credit facility. The revolving
facility is expected to consist of a $500 million US dollar
facility and a $200 million multi-currency facility. The term loan
A facility will contain US dollar, Canadian dollar and Japanese
Yen tranches. The senior secured facilities are also expected to
have a collateral allocation mechanism. The bridge facility will
mature one year after completion of the merger; however, subject
to certain conditions, Sealed Air may elect to extend the maturity
date of approximately $1,000 million of the bridge facility to the
eighth anniversary of the closing of the merger and $500 million
to the tenth anniversary. The obligations under the senior secured
facilities and the bridge facility will be guaranteed (subject to
certain exceptions) by all subsidiaries of Sealed Air and the
senior secured facilities will be secured (subject to permitted
liens and other agreed upon exceptions) on a first priority basis
by a security interest in substantially all assets of Sealed Air
and each guarantor. The company intends to refinance the bridge
facility with a combination of US dollar and Euro senior unsecured
notes, but has not yet determined the exact mix. The proceeds of
the financing will be used to fund the cash portion of the
acquisition, refinance all of Diversey's outstanding debt, pay
fees and expenses, and maintain a cash balance sufficient to cover
all of the asbestos related liability and daily cash needs. The
acquisition is expected to close in the fourth quarter of 2011.

If the transaction closes as proposed, Moody's expects to withdraw
Diversey's corporate family rating of B2, probability of default
rating of B2, stable outlook and all rated debt instruments. The
anticipated new US dollar senior unsecured notes are expected to
be rated B1 as they will be issued by the same holding company as
the existing senior unsecured notes (Sealed Air Corporation) and
guaranteed by the same subsidiaries. The anticipated Euro senior
unsecured notes are expected to be rated Ba3 due to anticipated
guarantees from certain foreign subsidiaries in addition to
guarantees from the same domestic subsidiaries that will guarantee
all the other senior unsecured notes. The LGD rates of the debt
instruments will likely change once the new debt has been issued
and definitive ratings have been assigned. Given the heightened
volatility in the current market, Sealed Air anticipates that the
structure of the senior unsecured notes may change and potentially
trigger a change in the ratings.

Moody's issues provisional ratings in advance of the final sale of
securities and these reflect the rating agency's opinion regarding
the transaction only. Upon the finalization of the transaction,
Moody's will assign definitive ratings to the instruments
mentioned above. A definitive rating may differ from a provisional
rating.

Moody's took the following rating actions for Sealed Air
Corporation:

- Assigned $500 million USD Senior Secured Revolving Credit
  Facility due 2016, P(Ba1) (LGD 2, 21%)

- Assigned $200 million Multi-Currency Senior Secured Revolving
  Credit Facility due 2016, P(Ba1) (LGD 2, 21%)

- Assigned $770 million Senior Secured Term Loan A due 2016,
  P(Ba1) (LGD 2, 21%)

- Assigned $1,300 million US Dollar Senior Secured Term Loan B due
  2018, P(Ba1) (LGD 2, 21%)

The ratings outlook is stable.

Diversey Co. Ltd. (Japan).:

- Assigned $150 million US Dollar Equivalent JPY Senior Secured
  Term Loan A due 2016, P(Ba1) (LGD 2, 21%)

Diversey Canada, Inc.:

- Assigned $80 million US Dollar Equivalent CAD Senior Secured
  Term Loan A due 2016, P(Ba1) (LGD 2, 21%)

RATINGS RATIONALE

The anticipated downgrade of the senior unsecured ratings reflects
the significant deterioration in credit metrics due to the
significant debt financing for the acquisition, integration risk
and change in operating profile. Proforma for the transaction,
adjusted debt to EBITDA will rise to over 5.75 times from 3.5
times and free cash flow to debt is expected to drop to the mid-
single digits from 12% (including Moody's standard adjustments and
excluding projected synergies of $50 million). However, Moody's
notes that proforma net adjusted leverage is approximately 0.75
times lower as the adjusted leverage includes the asbestos related
liability for which the company expects to continue to maintain a
cash balance sufficient to cover the entire cash portion of the
liability. Despite an overlap in customers and distribution
channels, Diversey's product line is substantially different from
Sealed Air's which may present integration and management
challenges. Cash flow for the combined company is expected to be
negatively impacted over the intermediate term by significant cash
restructuring costs, pension contributions, costs to achieve
synergies, and stock option payments. Additionally, prior to 2009,
Diversey has historically generated negative free cash flow.
Diversey has recently restructured extensively and has a number of
new sales initiatives whose ultimate growth and impact on
profitability is uncertain. Sealed Air is reliant upon significant
tax refunds from the asbestos related liability to fund a
significant portion of the projected debt reduction over the
intermediate term. However, the timing of the settlement of the
asbestos related liability and associated tax refunds remains
uncertain. Sealed Air will still have a significant exposure to
cyclical and event risk prone end markets despite the acquisition
(meat and protective packaging). Both companies operate in
competitive and fragmented markets and will need to continue to
develop new products and innovate in order to maintain their
competitive advantage as many innovations eventually can be
copied.

Strengths in the company's profile include its scale (as measured
by proforma revenue), wide geographic exposure and low
concentration of sales. Sealed Air has a track record of
successful innovation and Diversey is one of two global providers
in its markets. Both companies hold numerous patents and are not
expected to decrease the resources devoted to research and
development. While the combined company services many of the
largest companies in their respective sectors, its customer base
is highly diverse, with no single customer representing more than
5% of its pro forma 2010 net sales and its top 10 customers
representing less than 20%. Both companies have maintained long-
term relationships with many of their top customers and have a
significant base of equipment installed at the customers'
premises. Approximately 50% of pro-forma sales are from food and
food processing related end markets. Sealed Air anticipates
retaining much of the management team at Diversey and projects
approximately $50 million in SG&A synergies without a reduction in
customer facing positions or research and development. The company
is also expected to have good liquidity with sufficient cash
holdings to cover the asbestos related liability and daily cash
needs, substantial availability under its revolver, and adequate
cushion under financial covenants.

WHAT COULD CHANGE THE RATINGS-DOWN

The ratings could be downgraded if there is a deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate liquidity including
sufficient cash on hand to cover the asbestos related liability
and daily cash needs, sufficient availability under the revolver,
and adequate cushion under financial covenants. Specifically, the
rating could be downgraded if debt to EBITDA remains above 5.3
times, EBIT interest coverage declines below 2 times, free cash
flow to debt declines below the mid-single digits, and/or the EBIT
margin declines below 10%.

WHAT COULD CHANGE THE RATINGS-UP

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain
adequate liquidity including sufficient cash on hand to cover the
asbestos related liability and daily cash needs, sufficient
availability under the revolver, and adequate cushion under
financial covenants. Specifically, the ratings could be upgraded
if debt to EBITDA declines below 4.6 times (including the asbestos
related liability), EBIT interest coverage rises above 3 times,
free cash flow to debt increases above 8%, and/or the EBIT margin
rises above 12.5%.

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


SEALED AIR: S&P Assigns 'BB+' Ratings to Sr. Secured Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue
ratings and '2' recovery ratings to Elmwood Park, N.J.-based
Sealed Air's proposed $700 million revolving credit facility due
2016, $1 billion senior secured term loan A due 2016, and $1.3
billion senior secured term loan B due 2018, subject to
preliminary terms and conditions. "The '2' recovery rating
indicates our expectation of substantial (70% to 90%) recovery in
the event of payment default. The proposed credit facilities are
contingent upon closing of the Diversey acquisition," S&P related.

"Standard & Poor's corporate credit rating and existing debt
ratings on Sealed Air Corp., including the 'BB+' corporate credit
rating, remain on CreditWatch with negative implications, where we
placed them on June 1, 2011, following the company's announcement
that it has entered into a definitive merger agreement to acquire
Diversey Holdings Inc. for $4.5 billion. If the transaction goes
through as planned, we expect to lower the corporate credit
rating on Sealed Air to 'BB' from 'BB+' and remove the ratings
from CreditWatch," S&P said.

Standard & Poor's corporate credit and issue-level ratings on
Diversey remain on CreditWatch with positive implications. "If the
transaction closes as currently proposed, we expect Diversey's
senior secured debt and unsecured notes to be repaid and therefore
to withdraw our ratings on this debt," S&P said.

Sealed Air was granted early termination of the U.S. Hart-Scott-
Rodino antitrust review and has received regulatory clearance from
the European Commission under the European Union (EU) Merger
Regulation for its proposed acquisition of Diversey. It is
awaiting certain additional foreign regulatory approvals. Sealed
Air expects the acquisition to close in the fourth quarter
of 2011, following receipt of all remaining regulatory approvals
and the satisfaction of all closing conditions.

Besides the $3 billion of proposed senior secured credit
facilities, Sealed Air expects to issue $1.5 billion in senior
unsecured notes before closing the transaction. Diversey
stockholders will receive about $2.1 billion in cash and 31.7
million shares of Sealed Air common stock for a total
consideration of about $3 billion. If the transaction closes as
currently planned, Diversey shareholders will own about 15% of
Sealed Air common stock. Sealed Air will use proceeds from the
financing plan to purchase all of Diversey's equity; refinance the
existing revolving credit facilities at Sealed Air; refinance
the existing credit facilities and senior notes at Diversey, and
pay fees and expenses associated with the transaction.

"The expected downgrade of the corporate credit rating to 'BB', if
the deal closes as proposed, would reflect the increase in debt
incurred in connection with the acquisition," said Standard &
Poor's credit analyst Liley Mehta. "Our expected ratings balance
Sealed Air's strong business risk profile -- pro forma for the
Diversey acquisition -- with what we believe will be an aggressive
financial risk profile. We estimate pro forma total adjusted debt
to trailing-12-month EBITDA will be about 4.8x and funds from
operations (FFO) to adjusted total debt will be about 12%
initially, compared with 28% as of June 30, 2011. We believe the
FFO to total adjusted debt ratio will strengthen to the mid-to-
upper teens percent area by the end of 2013. For the 'BB'
corporate credit rating, we would consider a total adjusted debt
to EBITDA ratio of about 4.5x and funds from operations to total
adjusted debt ratio of above 15% as appropriate."

"We believe the acquisition of Diversey would solidify Sealed
Air's strong business risk profile--the two companies have
combined annual sales of about $7.9 billion-and provide growth
opportunities in emerging markets and in food and food processing
end markets. On a pro forma basis, Sealed Air will generate more
than 60% of its revenue outside of North America and 20% from
developing markets. Following the close of the acquisition, we
expect Diversey to become a separate reportable business segment
of Sealed Air. Sealed Air's pro forma sales to food processing and
food segments would be about 50% of sales. Besides the economy,
changes in meat consumption patterns, such as those related to the
cost of meat, reported outbreaks of bovine spongiform
encephalopathy (mad cow disease) or avian influenza, and trade
restrictions can affect the food packaging business. Still, while
the proposed acquisition meaningfully extends Sealed Air's
offerings to food-related end markets, a significant portion of
combined sales will be outside this area of strategic focus.
Nearly 30% of pro forma sales will be derived from cleaning and
sanitation product sales mainly to building management/service
contractors, retail, lodging, and health care endmarkets.
Protective packaging would represent 17% of pro forma sales and
this category is somewhat cyclical because most of its sales are
tied to the manufacturing sector," according to S&P.

"We will monitor developments relating to this transaction and
will resolve the CreditWatch listings when it is clear that the
transaction has met the pending requirements to reach a successful
closing. We will lower the existing ratings on Sealed Air that
remain on CreditWatch upon closing of the transaction and
completion of the permanent financing. Prior to closing, we expect
to assign debt ratings to the proposed $1.5 billion senior
unsecured notes issuance that Sealed Air will use to complete
financing for the acquisition," S&P said.


SEARS HOLDINGS: Q2 Loss Widens; Markdowns Hurt Sales, Margins
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sears Holdings Corp.'s
fiscal second-quarter loss widened more than expected as weak
sales, poor customer traffic and greater discounting weighed on
the bottom line.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 92%
stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.

                           *     *     *

As reported in the Troubled Company Reporter on July 21, 2011,
Moody's Investors Service lowered Sears Holdings Corporation's
Corporate Family Rating to Ba3 from Ba2. Actions on other rated
debt instruments are detailed below. The rating outlook is
negative. The rating actions conclude the review for possible
downgrade that commenced on May 11, 2011.


SEAWORLD PARKS: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando-based theme park operator SeaWorld Parks & Entertainment
Inc. to stable from negative. "At the same time, we affirmed our
'BB-' corporate credit rating on the company," S&P said.

"We also affirmed our 'BB+' issue-level rating (two notches higher
than the 'BB-' corporate credit rating) on SeaWorld's $1.22
billion credit facility. The recovery rating remains '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default," S&P related.

"The outlook revision reflects our expectation that revenue and
EBITDA generation will remain fairly stable over the intermediate
term," said Standard & Poor's credit analyst Ariel Silverberg,
"resulting in adjusted leverage tracking in the mid- to high-4x
area, a level we consider in line with a 'BB-' corporate credit
rating." Following high-single-digit year-over-year declines in
revenue and EBITDA (adjusted for one-time expenses) in 2010,
operating performance through the first half of 2011 has improved
meaningfully, largely reflecting a 6.6% increase in attendance in
conjunction with a 2.1% increase in revenue per capita, year over
year. In the first half of 2011, year-over-year revenue and EBITDA
(adjusted for one-time expenses) increased 8.8% and 33%. Following
meaningful cut-backs in capital investment at the parks in 2009
and 2010, new attractions at eight of SeaWorld's 10 parks helped
drive the attendance increase.

"While we expect stepped-up capital expenditures to continue
through 2011 and 2012," added Ms. Silverberg, "we believe
discretionary cash flow generation will remain moderately positive
over the intermediate term."


SEMCRUDE LP: Fraud Suit Against Ex-CEO Sent Back to State Court
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an Oklahoma federal
judge on Friday sent back to state court a fraud suit filed
against Thomas L. Kivisto, the former CEO of once-bankrupt
SemGroup LP, by the company's former limited partners, saying
federal bankruptcy jurisdiction did not exist in the case.

The case will now go to the Tulsa County District Court, according
to a minute order.

"It's the right result," Andrew S. Hicks of Schiffer Odom Hicks &
Johnson PLLC, an attorney for the limited partners, told Law360 on
Friday.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SHASTA LAKE: Hires Downey Brand as Counsel
------------------------------------------
Shasta Lake Resorts LP seeks permission from the U.S. Bankruptcy
Court for the Eastern District of California to employ Downey
Brand LLP as counsel.

Upon retention, the firm, will among other things:

   a) prepare and file schedules, statements of financial affairs
      and other related forms;

   b) represent the debtor at all meetings of creditors, hearings,
      pretrial conferences, and trial in this case or any
      litigation arising in connection with the case; and

   c) prepare, filing and presentation to the court of any
      pleading requesting or opposing relief.

The Debtor desires to retain counsel immediately and would retain
Jamie P. Dreher, Esq., Gregg D. Josephson, Esq., and Downey Brand
LLP, who are duly admitted to practice before court.

To the best of Downey Brand LLP and the attorney's knowledge,
Downey Brand LLP and the attorneys have no connection with Shasta
Lake Resorts, any personnel employed in the office of the U.S.
Trustee, the creditors or any other party in interest, nor do
these attorneys represent or hold any interest adverse to the
debtors in possession or the estate herein in the matters upon
which they are ti be engaged, and their employment would be un the
best interest if the estate and the creditors.

                        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.


SHENGDATECH INC: Court Approves Michael Kang as CRO
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has approved
ShengdaTech Inc.'s application to employ Michael Kang of Alvarez &
Marsal North America (Contact: Michael Kang) as chief
restructuring officer for an hourly rate of $675 for Mr. Kang, and
the following hourly rates for other A&M employees: managing
director at $650 to $850, director at $450 to $650,
associate/consultant at $350 to $450, and analyst at $250 to $350.

                      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.



SHILO INN: Can Continue Using OneWest Collateral Until Nov. 30
--------------------------------------------------------------
On Aug. 2, 2011, the U.S. Bankruptcy Court for the Central
District of California granted Shilo Inn, Seaside Oceanfront, LLC,
permission to continue using cash collateral of OneWest Bank,
N.A., through and including Nov. 30, 2011, on a interim basis, to
pay expenses set forth in the Budget, with a permitted variance of
not more than 15%, on a cumulative basis.

As reported in the TCR on June 30, 2011, OneWest asserts a
first priority security interest in the Debtor's assets to secure
an obligation in the amount of roughly $13.04 million.  The Debtor
said it also owes $104,184.43 in prepetition real property taxes
and $12,047.57 in prepetition personal property taxes due to
Clatsop County, for roughly $126,250 in total.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SIGNATURE STYLES: Creditor Groups Resolve Battle Over Pending Sale
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Signature Styles LLC's
unsecured creditors, originally concerned that the retailer's sale
process was chilling competitive offers, struck a deal that paves
the way for their cooperation and a potential $2 million cash
payment.

                      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., Justin K. Edelson, Esq., and Shanti M.
Katona, 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
bankruptcy court authorized a Sept. 1 auction to learn whether the
best offer for the business is from a fund associated with
Patriarch Partners LLC. The purchase contract with Patriarch was
negotiated before the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed an official committee of unsecured creditors in the
case.  The panel is represented by

        Frederick B. Rosner, Esq.
        Julia B. Klein, Esq.
        Scott J. Leonhardt, Esq.
        THE ROSNER LAW GROUP LLC
        824 N. Market Street, Suite 810
        Wilmington, DE 19801
        Tel: (302) 777-1111
        Fax: (302) 220-1007
        E-mail: rosner@teamrosner.com
                klein@teamrosner.com
                leonhardt@teamrosner.com

             - and -

        Jay R. Indyke, Esq.
        Jeffrey L. Cohen, Esq.
        Brent Weisenberg, Esq.
        Richelle Kalnit, Esq.
        COOLEY LLP
        1114 Avenue of the Americas
        New York, NY 10036
        Tel: (212) 479-6000
        Fax: (212) 479-6275
        E-mail: jindyke@cooley.com
                jcohen@cooley.com
                bweisenberg@cooley.com
                rkalnit@cooley.com


SIGNATURE STYLES: Court Approves Cooley as Panel's Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Signature Styles LLC and its debtor-affiliates to retain
Cooley LLP as its lead counsel.

According to the Troubled Company Reporter on July 13, 2011, the
Committee needs Cooley to:

   (a) attend the meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) negotiate the budget and the terms of the debtor-in-
       possession financing;

   (d) review and investigate the liens of purported secured
       parties;

   (e) review and investigate prepetition transactions in which
       the Debtors were involved;

   (f) confer with the Debtors' management and counsel;

   (g) coordinate efforts to sell or reorganize assets of the
       Debtors in a manner that maximizes the value for unsecured
       creditors;

   (h) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (i) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (j) file appropriate pleadings on behalf of the Committee;

   (k) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (l) provide the Committee with legal advice in relation to the
       cases;

   (m) prepare various applications and memoranda of law
       submitted to the Court for consideration;

   (n) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on the sale process and an exit
       strategy for these cases; and

   (o) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Cooley will represent the Committee in coordination with The
Rosner Firm, the Committee's proposed Delaware counsel.

Cooley's fees will be based on its standard hourly rates.

Jeffrey L. Cohen, Esq., a member of Cooley, assured the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      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.

Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed the following amended
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Signature Styles LLC.


SIGNATURE STYLES: Wells Fargo $1.25-Mil. Letter of Credit Okayed
----------------------------------------------------------------
The Hon. Kevin Gross of U.S. Bankruptcy Court for the District of
Delaware authorized Signature Styles, LLC, et al., to enter into a
new, postpetition letter of credit up to $1,250,000 with Wells
Fargo.

The Debtor related that the LOC Agreement was precipitated by a
request from MAGS International Sourcing, Ltd., a foreign vendor
of the Debtors located in Hong Kong who provides woman's apparel
to be sold via the Debtors' online and catalog business.  MAGS is
the Debtors' largest vendor.

In order to fulfill a postpetition order placed by the Debtors,
MAGS, as it has done with all orders placed by the Debtors,
required that the Debtors obtain a letter of credit to guarantee
payment upon delivery of the product.  The Debtors needed to place
the order with MAGS in order to have enough inventory to fulfill
customer orders during the coming months.

The Debtors were unable to obtain postpetition credit on an
unsecured basis or on a junior priority basis with respect to this
transaction.

The Debtors' DIP lender consented to the LOC Agreement.  In
addition, in order to enter into the LOC Agreement, an amendment
or waiver is necessary under the DIP Credit Agreement, which
prohibits any letters of credit.

The Debtors assured the Court that access to the LOC Agreement
will ensure that the going concern value of the assets are
preserved and substantially greater than the value of the assets
if such funding is denied.

The Debtors are authorized to enter into similar letter of credit
agreements as necessary, after consultation with the Creditors
Committee, the DIP lender, and the U.S. Trustee, without further
approval from the Court.

The Debtors needed letters of credit to guarantee payment for
delivery of goods to other vendors.  Such relief is necessary for
the Debtors to operate as a going concern and only inures to the
benefit of the Debtors' various creditor constituencies.

                    About Signature Styles LLC

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., Justin K. Edelson, Esq., and Shanti M.
Katona, 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
bankruptcy court authorized a Sept. 1 auction to learn whether the
best offer for the business is from a fund associated with
Patriarch Partners LLC. The purchase contract with Patriarch was
negotiated before the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed an
official committee of unsecured creditors in the case.  The panel
is represented by The Rosner Law Group LLC, and Cooley LLP.


SILVERTON ACQUISITIONS: Files for Bankruptcy Protection
-------------------------------------------------------
Daily News Los Angeles reports that Silverton Acquisitions Inc.,
5405 Lindley Ave., Suite 207, Tarzana, filed for bankruptcy
protection (11-19412-MT) in San Fernando Valley, California.  The
Company did not disclose its assets and debts.


SILVERLEAF FINANCIAL: Gives Up Pine Canyon Golf Club to Lender
--------------------------------------------------------------
Earlier this month SilverLeaf Financial announced that Loan Tree
Investments LLC had chosen to exercise their "option to put" the
Flagstaff, Arizona luxury golf club and community "Pine Canyon" to
the lender, SilverLeaf Financial.  This week SilverLeaf reports
that the transfer of ownership has been finalized.

SilverLeaf Financial acquired the debt of the 619-acre residential
community and private golf course earlier this year in April 2011.
Pine Canyon was one of eight loans acquired in a portfolio
purchased from a midwest regional bank, the originator of the
loans.

At the time the loan was acquired by SilverLeaf, the respective
borrowers Loan Tree Investments LLC had already filed chapter 11
bankruptcy. Sales of the real estate in the development had slowed
to the point where the borrowers were unable to pay back their $24
million debt obligation when the loan was called due in mid-2010.
Eventually the debtors and SilverLeaf reached an agreement in
relation to a repayment plan in bankruptcy court.

Soon thereafter, Loan Tree Investments LLC exercised their option
to put the property to the lender, SilverLeaf. This week the
documentation was finalized and the Pine Canyon property ownership
transferred to SilverLeaf.

The loan's collateral consists of the private 18-hole golf course
and clubhouse, "Camp Pine Canyon" recreational amenities, 3 luxury
custom homes, 5 condos, 8 townhomes, 340 finished home lots, 11
cabin lots, 46 townhome lots, as well as additional undeveloped
tracts of land located within the development.

SilverLeaf Financial intends on retaining ownership of Pine Canyon
long-term and seeks to preserve the standards of excellence Pine
Canyon holds, while making Pine Canyon the premier golf club and
community for families in northern Arizona.

                   About SilverLeaf Financial

Headquartered in Salt Lake City, Utah, SilverLeaf Financial
focuses on acquiring non-performing commercial loans secured by
first position trust deeds. These assets are acquired from the
FDIC, regional banks, special servicers and other financial
institutions for the purpose of future monetization. For more
information, visit SilverLeaf Financial's Web site
http://www.SilverLeaf-Financial.com


SKYSHOP LOGISTICS: Two Directors Elected at Annual Meeting
----------------------------------------------------------
SkyShop Logistics, Inc., held its annual meeting of stockholders
on July 15, 2011.  Each of Albert P. Hernandez and A.J. Hernandez
were elected to serve as Class III directors until the annual
meeting of stockholders in 2014.  Stockholders also ratified the
appointment of Morrison, Brown, Argiz & Farra, LLC, as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2011.

                      About Skyshop Logistics

Miami, Fla.-based SkyShop Logistics, Inc., is the largest private
mail network in the Latin American-Caribbean region, handling mail
and parcels from U.S. and European postal administrations, mail
consolidators, major publishers, international mailers, e-tailers
and financial institutions that require time-defined and reliable
delivery of their mail, including magazines, catalogs and parcels.
The Company provides Internet merchants the ability to expand
their markets internationally without the inherent risks of
shipping parcel post to foreign buyers or the use of expensive
express couriers.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $4.46 million in total liabilities and a $129,050
total stockholders' deficit.

As reported in the TCR on March 23, 2011, Morrison, Brown, Argiz
and Farra, LLC, in Miami, Fla., expressed substantial doubt about
SkyShop Logistics' 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 deficiency in working capital and has a net
capital deficiency.


SLM CORPORATION: Moody's Assigns 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's affirms ratings of SLM Corp. and changes outlook to stable
from negative

RATINGS RATIONALE

Moody's Investors Services affirmed the ratings of SLM Corporation
(senior unsecured Ba1, short-term Not Prime) and changed the
outlook to stable from negative. Moody's also assigned a Corporate
Family Rating of Ba1.

The rating action reflects Moody's view that SLM has made progress
in improving its operating performance. Private student loan
origination volumes have steadily increased, cushioning the
downward pressure on net interest income from run-off in the FFELP
and legacy private student loan portfolios. Private credit asset
quality has improved, as demonstrated by declines in
delinquencies, charge-offs, and provisioning requirements. These
developments, in combination with a continued focus on containing
operating expenses, has led to improved core profitability.

SLM has also maintained satisfactory liquidity and financial
flexibility in the form of parent-level cash and investments and
unencumbered loans. Moreover, the company has made progress in
transitioning the government student loan business to a servicing-
based model from a lending-based model, as evidenced by improved
quarterly servicing scores from the Department of Education (ED).
Such improvement could lead to an increased servicing allocation
from ED going forward (SLM is one of four servicers for ED).
These factors support the outlook revision to stable from
negative.

Despite SLM's progress in improving its operating performance, the
company continues to face challenges.

SLM's legacy portfolios of FFELP and private credit loans, which
comprise the bulk of the company's earnings base, are effectively
in run-off. Over time these earnings will need to be replaced by
income from "growth businesses" composed of Sallie Mae Bank
(ongoing private student loan originations) and fee-based
businesses including loan servicing.

In the private student loan business Sallie Mae Bank is facing
increased competition from banks and such competition may dampen
volumes and margins. In addition, SLM may have limited access to
earnings generated at the bank level, as upstreaming of dividends
to the parent could be constrained by regulators. The fee-based
businesses, while promising, are still relatively small in terms
of earnings contribution; this raises questions regarding the
magnitude of this earnings stream going forward. The inability to
generate sufficient returns from these businesses could lead to
greater risk taking in the private student loan business or to
strategic decisions that could prove detrimental to the credit
worth of the company.

Moreover, SLM's capital position, while improving, remains modest
in relation to other finance companies, even on a risk-weighted
basis taking account of the large proportion of government-
guaranteed loans in its asset base. The recently instituted
capital distribution plan (composed of dividends and share
repurchases) will exact some toll on capital formation,
particularly if extended or increased.

SLM is undergoing a long-term, significant transition in the
company's business model. This necessarily entails risks that are
opaque as the company encounters challenges to its plans.
Therefore, we expect that there will be limited upward rating
pressure on the company for some time. Key ratings drivers would
be sustained robust earnings contributions from growth businesses;
continued improvement of capital metrics; improvement of
unrestricted liquidity in relation to next-24-months unsecured
debt maturities; and continued improvement of asset quality in the
form of lower delinquencies and charge-offs. Negative pressure on
the ratings could develop if the business model transition results
in cash flow generation, and therefore additional sources of
unrestricted liquidity, that underperform Moody's expectations and
provide less robust financial flexibility in relation to unsecured
debt obligations. Additionally, if capital metrics weaken, this
could put negative pressure on the rating.

The last rating action on SLM was on November 16, 2009, when
Moody's confirmed the company's ratings and assigned a negative
outlook.

The principal methodology used in this rating was Moody's
Analyzing The Credit Risks Of Finance Companies, published in
October 2000.

SLM Corporation (ticker symbol SLM), a leading education financial
services company based in Newark, Delaware, reported total assets
of $200 billion as of June 30, 2011.


SMART-TEK SOLUTIONS: Incurs $599,000 Loss in 2nd Quarter
--------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
comprehensive loss of $599,161 on $6.40 million of revenue for the
three months ended June 30, 2011, compared with a comprehensive
loss of $473,781 on $2.97 million of revenue for the same period
during the prior year.

The Company also reported a comprehensive loss of $235,808 on
$10.62 million of revenue fro the six months ended June 30, 2011,
compared with a comprehensive loss of $181,004 on $5.47 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $4.44 million
in total assets, $3.46 million in total liabilities, all current,
and $983,163 in total stockholders' equity.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.

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

                        http://is.gd/qZqrzj

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.


SMITHFIELD FOODS: Moody's Upgrades CFR to Ba3; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Smithfield Foods Inc.'s
Corporate Family and Probability of Default Ratings to Ba3 from B1
based on the company's material debt reduction, strong operating
performance and favorable fundamentals in the pork industry that
Moody's expects will remain relatively stable in the near-term.
The rating outlook is stable.

A combination of strong pork industry fundamentals, management's
commitment to deleveraging, and the benefits of restructuring
initiatives have provided a notable improvement in profit margins
and the opportunity to further reduce financial leverage. In
addition, Smithfield's liquidity is expected to remain very good
despite Moody's expectation that feed costs will remain high. In
Moodys view, while the industry is past the peak of the pork
cycle, the rating agency believes that Smithfield will maintain
credit metrics that are consistent with the Ba3 rating. Thus,
while EBITDA is likely to decline as industry conditions become
less favorable, the company is expected to continue to generate
free cash flow relative to debt of above 10%. In addition,
leverage is quite moderate at 2.4 times as of year ended May 1,
2011, which provides some cushion for acquisitions and share
repurchases.

Ratings upgraded:

Smithfield Foods, Inc.

Corporate Family Rating to Ba3 from B1;

Probability of Default Rating to Ba3 from B1;

Senior unsecured debt ratings to B2 (LGD 5, 81%) from B3 (LGD 5,
88%);

Senior secured notes due 2014, to Ba2 (LGD 3, 36%) from Ba3 (LGD
3, 42%);

The rating outlook is stable.

Smithfield's Ba3 corporate family rating reflects its
concentration and global dominance in a single protein (pork) as
well as its vulnerability to commodity pricing and volatility for
a majority of its products and input costs. Opportunities include
growing export demand, particularly from the emerging markets and
the expansion of its portfolio of processed and branded meats
which support higher profit margins. Strong industry fundamentals
driven primarily by tight hog supplies have led to top of the
cycle margins in hog production and record profitability in pork
processing and packaged meats. While Moody's does not expect
margins to remain at current levels, robust export demand is
expected to continue to support revenue growth and attractive
pricing.

Significant debt repayment has improved credit metrics and has
provided financial flexibility ahead of the inevitable downturn in
the hog production cycle that will produce weaker results. Low
leverage and good liquidity are key to the company's Ba3 rating as
Moody's recognizes that earnings are likely to be volatile over
the cycle. Thus, while Smithfield's debt-to-EBITDA leverage is
under 3 times currently, an increase in leverage to 4 times for a
limited period of time would not necessarily threaten the Ba3
rating. Smithfield is expected to pursue acquisitions which may
increase concerns regarding integration but this risk could be
offset by incremental cash flow and a more balanced portfolio of
products that could result. The rating also incorporates Moody's
expectation for a modest level of share repurchases over time.

Smithfield faces event risks associated with unanticipated
outbreaks of animal disease, the potential for politically
motivated trade barriers, weather related challenges and
regulation.

The stable rating outlook incorporates Moody's view that
Smithfield's credit metrics will remain within ranges consistent
with the Ba3 rating despite the expectation that the pork cycle is
probably past the peak. The Ba3 incorporates the expectation that
leverage will not exceed 4 times debt-to-EBITDA at the trough of
the hog production cycle. The benefits of the company's debt
reduction and lower interest obligations are expected to balance
future pressure on EBITDA as the market becomes more challenging.

A positive outlook would likely be supported if margins were
sustained through the hog production cycle. An upgrade would
likely require debt-to-EBITDA leverage to remain at or below 3
times at the trough of the hog production cycle. Greater
diversification of revenues and cash flow into more value added
products would also support an upgrade given Smithfield's
concentration in only one protein.

A significant international trade conflict, disease outbreak or a
return to oversupply could drive EBITDA below the range acceptable
for Ba3. Specifically, ratings could be lowered if debt to EBITDA
is likely to be sustained above 4 times debt-to-EBITDA or if
EBITA- to- interest expense is likely to be sustained below 2
times.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Sales for the
twelve months ended May 1, 2011 were approximately $12.2 billion.


SOCIETY OF JESUS: Oregon Emerges From Chapter 11 Bankruptcy
-----------------------------------------------------------
NWCN.com reports that U.S. Bankruptcy Judge Elizabeth Perris
confirmed the written reorganization plan for the Society of
Jesus, Oregon Province allowing the Province to emerge from
Chapter 11 Bankruptcy.

According to the report, earlier this year the Jesuits agreed to
pay $166 million to settle the claims of hundreds of victims of
clergy sexual abuse.  The claims spanned from the 1950s to the
1980s and include victims across a five-state region, including
Washington, Oregon, Idaho, Montana, and Alaska.

In a public statement Rev. Patrick Lee, S.J., Provincial Superior,
Society of Jesus, Oregon Province stated, "I want to express our
most sincere sorrow and apology for the pain and hurt caused by
our men who did not live up to their vows.  It has been a sad
period of time for all involved.  My prayer is for all who are
hurting to begin healing; to find forgiveness; and to achieve the
peace of heart and mind that they deserve."

The Jesuits are a completely separate organization from Gonzaga
University, but remain affiliated with it.  Gonzaga was separately
incorporated and registered with the Secretary of State in
Washington in 1894.  The bankruptcy did not directly affect the
school.

The report notes Gonzaga Prep High School, the large Catholic
Jesuit affiliated high school in Spokane, is also a separate
organization from the Jesuits.

Nancy Haught at OregonLive.com reports that the leader of the
Oregon Province of the Society of Jesus --  the Northwest region's
Jesuit priests -- released an apology today for the sex abuse that
resulted in their $166.1 million bankruptcy case.  The Chapter 11
reorganization plan was formalized in April and became effective
on Aug. 13.  It specifies that the provincial superior send
letters of apology to abuse claimants.

Ms. Haught notes the bankruptcy plan calls for Safeco Insurance
Co. to pay $118 million and for the Jesuit province to contribute
$43.1 million to settle sex abuse claims made by more than 500
people.  The plan sets aside $6.5 million as a reserve fund for
future abuse claims and specifies attorney's fees.

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 09-30938) on Feb. 17, 2009.
Alex I. Poust, Esq., Howard M. Levine, Esq., and Thomas W.
Stilley, Esq., at Sussman Shank LLP, serve as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed total
assets at $4,820,386 and total debts at $61,775,829 at the
Petition Date.


SOLAR DRIVE: Hires Carolyn A. Dye as Bankruptcy Counsel
-------------------------------------------------------
Solar Drive, LLC, by and through its proposed counsel, the Law
Office of Carolyn A. Dye, seeks permission from the U.S.
Bankruptcy Court for the District of California to employ Ms. Dye
as its bankruptcy counsel, and in support thereof respectfully
represents:

   a) Firestone Associates LLC
   b) the principal palce of business of the Debtor which is
      located at 1400 Devlin Drive, Los Angeles, California 90069

Upon retention, the firm, will among other things:

   a) provide Debtor with legal advice and guidance with respect
      to the powers, duties, rights, and obligations of a debtor
      in possession and to provide assistance with analysis and
      negotiations of financing opportunities for the Debtor's
      Property and/or the sale or other disposition of the
      Property or portions of it;

   b) provide advice regarding cash collateral and negotiations
      with secured creditors;  and

   c) assist the Debtor in any legal matters that might arise as a
      result if the Debtor's business.

Ms. Dye received no retainer from the Debtor pre-petition but did
receive $1,039 for the petition filing.

The firm's rates are:

   Personnel                                    Rate
   ---------                                    ----

   Ms. Dye                                     $450/hour
   Paralegal                                   $165/hour

Los Angeles, California-based Solar Drive, LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-42298) on July 28,
2011.  Judge Peter Carroll presides over the case.  The Law
Offices of Carolyn A. Dye serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Tim Devine, manager.


SOLAR DRIVE: Files Schedules of Assets & Liabilities
----------------------------------------------------
Solar Drive, LLC filed with the U.S. Bankruptcy Court for the
District of California, its schedules of assets and liabilities,
disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property              $15,000,000
B. Personal Property                 $100
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $13,727,625
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $785,669
                              -----------              -----------
      TOTAL                   $15,000,100              $14,513,294

Los Angeles, California-based Solar Drive, LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-42298) on July 28,
2011.  Judge Peter Carroll presides over the case.  The Law
Offices of Carolyn A. Dye serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Tim Devine, manager.


SOLAR ENERTECH: Posts $1.3 Million Net Loss in Q3 Ended June 30
---------------------------------------------------------------
Solar Enertech Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.3 million on $12.2 million of sales for
the three months ended June 30, 2011, compared with a net loss of
$658,000 on $16.4 million of sales for the three months ended
June 30, 2010.

The Company reported net income of $530,000 on $38.4 million of
sales for the nine months ended June 30, 2011, compared with a net
loss of $23.7 million on $51.8 million of sales for the nine
months ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $26.3 million
in total assets, $15.5 million in total liabilities, all current,
and stockholders' equity of $10.8 million.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Ernst & Young Hua Ming, in Shanghai, China, expressed substantial
doubt about Solar Enertech's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted of the Company's
recurring losses from operations.

A copy of the Form 10-Q is available at http://is.gd/Tg7dSK

                      About Solar EnerTech

Solar EnerTech Corp. (OTC QB: SOEN) --
http://www.solarE-power.com/-- is a solar product manufacturer
with its headquarters based in Mountain View, California, and with
low-cost operations located in Shanghai, China.  The Company's
principal products are monocrystalline silicon and polycrystalline
silicon solar cells and solar modules.  Solar cells convert
sunlight to electricity through the photovoltaic effect, with
multiple solar cells electrically interconnected and packaged into
solar modules to form the building blocks for solar power
generating systems.  The Company primarily sells solar modules to
solar panel installers who incorporate the Company's modules into
their power generating systems that are sold to end-customers
located in Europe, Australia, North America and China.

The Company has established its manufacturing base in Shanghai,
China to capitalize on the cost advantages offered in
manufacturing of solar power products.  In its 67,107-square-foot
manufacturing facility the Company operates two 25 MW solar cell
production lines and a 50 MW solar module production facility.


SOMERSET PROPERTIES: Wants Plan Exclusivity Until Confirmation
--------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina extended Somerset
Properties SPE, LLC's time to solicit acceptances for the proposed
plan of reorganization filed Feb. 17, 2011, until the date of the
confirmation hearing.  The date of the hearing is yet to be set.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210).  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
Samantha J. Younker, Esq., and William P. Janvier, Esq., at
Janvier Law Firm, PLLC, is Raleigh, N.C., represent the Debtor as
bankruptcy counsel.  The Company disclosed $36,496,015 in assets
and $28,825,521 in liabilities as of the Chapter 11 filing.


SONOMA VINEYARDS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Sonoma Vineyards Acquisition LLC filed for Chapter 11 protection
(Bankr. N.D. Calif. Case No. 11-13004) on Aug. 10, 2011,
estimating both assets and debts between $1 million and
$10 million.

According to North Bay Business Journal, top creditors include the
state for a $46,000 sales-tax claim, Encore Glass for $17,000 in
wine bottles, Accurate Forklift for a nearly $16,000 lease-
purchase and Jerry & Don's Yager Pump & Well Services for $13,000.
Winegrape growers with claims include Manchester Ridge, Devils
Gulch and Sunrise Farms.

The report notes Sonoma Vineyard took over operations from the
winemakers Jerry and Mike Topolos in late 2008.

The Debtor is represented by:

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


SOUTH POINTE: Filed for Ch. 11 to Stop TotalBank Foreclosure
------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
SouthPointe Apartments LLC and Omas Investment LCC filed
bankruptcy petitions under Chapter 11 after TotalBank owe $20
million in loan filed a foreclosure on that loan.

In June 2009, TotalBank filed a $20 million foreclosure action
against South Pointe, Omas and managing member Yvonne Sims,
according to Miami-Dade County court records.

The court docket in the foreclosure cases reflects that a
receiver, Rolando Barrero, was appointed over the properties in
February.

According to the report, SouthPointe owns a 170-unit complex of
the same name on 13 acres at 17800 S.W. 107th Ave. in the Perrine
area of southern Miami-Dade County.  The developer converted it to
a condominium in 2006, but failed to sell any units and reverted
it back to apartments in 2007.  Omas owns an 89,805-square-foot
apartment complex at 1620 and 1700 N.W. 46th Ave. in Lauderhill.

South Pointe Apartments LLC and Omas Investment LLC dba King's Row
Apartments sought Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case Nos. 11-31959 and 11-31958) on Aug. 4, 2011.  Martin L.
Hannan, Esq., at Martin Hannan, P.A., in Miami, serves as counsel
to the Debtor.  South Pointe disclosed $4,002,001 in assets and
$20,031,817 in liabilities.  Omas Investment disclosed $5,029,330
in assets and $20,869,431 in liabilities as of the Chapter 11
filing.


SOVRAN LLC: Taps Bullivant Houser as Bankruptcy Counsel
-------------------------------------------------------
Sovran LLC asks the U.S. Bankruptcy Court for the Western District
of Washington to enter a temporary order approving the employment
of Bullivant Houser Bailey PC as counsel to the Debtor.

The firm is not a prepetition creditor of the Debtor.

The Debtors believes and advises the Court that the firm is as
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and that the firm has no interest adverse
to the Debtor or its Chapter 11 estate.

The Debtor, subject to Court approval, has agreed that it will
supply the firm with a $20,000 advance fee deposit.  That approval
is not sought in this Application, but will be sought in
connection with the Final approval of the Firm's employment after
notice and hearing.

The Debtor has agreed that the Firm should be paid all
professional compensation allowed by the Bankruptcy Court.

Sovran LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.


SPANISH TRAIL: Files for Bankruptcy to Keep Control of Golf Club
----------------------------------------------------------------
Spanish Trail Country Club Inc. sought Chapter 11 bankruptcy
protection to keep control of its private country club and golf
course.

Spanish Trail Country Club, one of Las Vegas elite social spots,
reports that disclosed between $10 million and $50 million in
liabilities.  County records show that the club had defaulted on
its mortgage and was facing foreclosure, according to Tim O'Reiley
at Las Vegas Review-Journal.

Steve Green at Vegas Inc. says the initial bankruptcy filing by
Spanish Trail didn't include detailed financial information.  The
initial list of creditors includes the Las Vegas Valley Water
District, owed nearly $120,000, and the Spanish Trail homeowners
association, owed nearly $62,000.

Vegas Inc. notes, in an updated filing August 18, Hermitage said
it was owed more than $16.1 million and that it had initiated
foreclosure proceedings against Spanish Trail Country Club.  In
that filing, Hermitage asked the court to appoint a receiver to
run the business in the meantime.  Spanish Trail Country Club
attorneys have not yet answered the lawsuit and the court hasn't
acted on the receiver request, which the bankruptcy likely will
delay indefinitely.  The proposed receiver is Touchstone Golf of
Berkeley, Calif.

Spanish Trail Country Club operates a golf course near Tropicana
Avenue and Rainbow Boulevard in Las Vegas, Nevada.


SPANISH TRAIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Spanish Trail Country Club, Inc.
        5050 Spanish Trail Lane
        Las Vegas, NV 89113

Bankruptcy Case No.: 11-23466

Chapter 11 Petition Date: August 24, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Gerald M. Gordon, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr.
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: bankruptcynotices@gordonsilver.com

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

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-23466.pdf

The petition was signed by Farhang Rohani, general manager/chief
operating officer.


SPECIALIZED TECHNOLOGY: S&P Puts 'B+' CCR on Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Enfield, Conn.-based
Specialized Technology Resources Inc. on CreditWatch with positive
implications.

"The CreditWatch placement follows STR's announcement that it had
reached a definitive purchase agreement with Underwriters
Laboratories to sell its Quality Assurance business for $275
million in cash, plus cash assumed," said Standard & Poor's credit
analyst Megan Johnston. The company said it intended to use the
proceeds, as well as a portion of cash on hand, to retire its
existing $238 million first- and second-lien credit facilities. If
the transaction is successfully completed, it could result in a
significant improvement in the company's consolidated financial
profile. As of June 30, 2011, total adjusted leverage was about
2.2x.

Based in Enfield, Conn., STR derives about 70% of its revenues and
a majority of its earnings from solar power encapsulants. This
business is characterized by a geographically diverse base of
customers and high customer-retention rates. Still, demand for
solar power products is largely influenced by government policies
and incentives, which are subject to change. This, along with the
potential for technology enhancements from competing encapsulant
could pressure margins over the longer term, which remains a
rating concern as reflected in the company's vulnerable business
risk profile.

"In resolving our CreditWatch listing, we will meet with
management to discuss the company's business and financial
strategies, including financial policies, growth objectives, and
plans for shareholder returns. The outcome of our analysis would
likely be an upgrade limited to one notch or an affirmation of
the existing ratings," S&P said.


SPECIALTY PRODUCTS: Urges Judge to Reconsider Discovery Bid
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Specialty Products
Holding Corp. on Wednesday urged a Delaware bankruptcy judge to
reconsider her rejection of its bid for discovery from trusts set
up to handle asbestos claims in bankruptcies, threatening to file
an interlocutory appeal if she refused.

According to Law360, Specialty Products contends that a wave of
asbestos-related bankruptcies beginning in 2001 - including Owens
Corning and WR Grace & Co. - led to a spike in lawsuits against
the company and its affiliate, Bondex International Inc.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


SPX CORP: CLYDEUNION Acquisition Cues Fitch to Put Low-B Ratings
----------------------------------------------------------------
Fitch Ratings has placed the ratings for SPX Corporation (SPX) on
Rating Watch Negative following the company's announcement that it
will acquire CLYDEUNION Pumps from Clyde Blowers Capital s.a r.l.
for GBP700 million or approximately $1.1 billion in cash.  SPX
plans to finance the pending acquisition by borrowing
approximately US$1 billion.

The ratings cover approximately US$1.2 billion of outstanding
debt, which would rise to approximately US$2.3 billion if the
transaction is completed. Fitch believes the transaction would be
a good business fit with SPX's existing businesses; however, there
are several concerns regarding the acquisition, including higher
debt levels and integration risks, though the latter are somewhat
mitigated by SPX having a strong existing base in oil and gas flow
product lines.

Fitch estimates that pro forma leverage (gross debt to EBITDA)
will be approximately 4.1 times (x) at year-end, up from 2.5x at
July 2, 2011.  SPX targets gross debt/EBITDA of 1.5x to 2.0x as
defined in its bank agreement, though the ratio is understated
when compared to Fitch's calculation. Fitch expects leverage to
decline to approximately 2.9x at year-end 2012 due to a
combination of the projected debt reduction and higher EBITDA
driven by the expected organic growth of existing business lines
of the company and an integration of full-year results of
CLYDEUNION's operations.  SPX is expected to be in compliance with
financial covenants of its credit agreement following the debt
issuance to finance the acquisition.

Fitch will complete its review of the ratings when the pending
deal closes (expected in fourth quarter 2011) and final details
about acquisition financing are disclosed.  Fitch's review will
focus on the amount and pace of future debt reduction, integration
risk, potential savings from operating synergies, and SPX's
financial flexibility to cope with economic and business cycles in
its end markets.

If a negative rating action occurs, Fitch expects that the action
would be limited to a one-notch downgrade of the Issuer Default
Rating (IDR).  Alternatively, the projected growth in the oil and
gas industry combined with successful cost reductions could lead
to positive cash flow projections and timely debt reduction,
resulting in a ratings affirmation.  The ratings for SPX consider
the company's product and geographic diversification, steady
margin performance, and consistent execution of its operating and
financial strategies.

SPX's performance for 2010 and the first half of 2011 was largely
in line with Fitch's expectations. Free cash flow (FCF) after
dividends of $125 million was somewhat weaker in 2010 compared to
2009 due to increased working capital requirements and large
pension contributions. For the last 12 months ended July 2, 2011,
SPX generated FCF of $89.3 million. Debt/EBITDA remained
relatively flat in 2010 at 2.4x despite a difficult year driven by
slow recovery of SPX's mid- to late-cycle businesses which
represent approximately two-thirds of total revenue.  At July 2,
2011, SPX's leverage had deteriorated slightly to 2.5x.

Fitch expects SPX's sales to grow by the low teens in 2011 as
demand gradually recovers in SPX's end-markets.  Profit margins
are expected to be slightly lower due to pricing pressure as
reflected in the company's backlog.  In 2011, FCF before dividends
could be approximately $240 million. Fitch expects SPX to apply
the majority of its near future FCF toward reducing leverage to
the target level.

At July 2, 2011, SPX's liquidity included $395 million of cash
plus availability under the revolving portion of its $600 million
revolving bank facilities. Much of SPX's cash is located overseas.
SPX's liquidity was offset by $85.8 million of letters of credit
(LOCs) issued under the bank facilities.  The bank facilities
include a $300 million domestic revolver, a $300 million global
multicurrency revolver, a $1.1 billion foreign credit instrument
facility under which $754 million in LOCs was outstanding, and
$100 million bi-lateral foreign credit instrument facility under
which $3 million in LOCs was outstanding.  Other sources of debt
financing include up to $130 million under a trade receivables
financing agreement.

Fitch places the following ratings on Rating Watch Negative:

  -- IDR at 'BB+';
  -- Senior secured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+'.


SPX CORP: Moody's Reviews 'Ba1' Ratings for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the debt ratings of SPX Corp.,
Ba1 CFR and PDR ratings along with the Ba1 rating on the company's
unsecured notes under review for possible downgrade. The company's
Speculative Grade Liquidity rating was changed to SGL-2 from SGL-
1. The review is prompted by the company's announcement that it
has entered into a definitive agreement with Clyde Blowers Capital
S.A. r.l, SCF-VI Offshore L.P., Appleby Nominees (Jersey) Limited,
and certain members of CLYDEUNION management to acquire CLYDEUNION
Pumps for GBP700 million. The agreement also includes a potential
earn out of up to GBP50 million. CLYDEUNION Pumps is a leading
global supplier of pump technologies that are used in oil and gas
processing, power generation, and other industrial applications.

RATING RATIONAL

Under the terms of the agreement, SPX will be paying approximately
$1.1 billion to purchase CLYDEUNION Pumps which will likely result
in a meaningful increase in its leverage metrics and weaker
coverage metrics. Adjusted leverage is currently anticipated by
Moody's to increase to over 4 times at the close of the
transaction.

The review for possible downgrade will focus on the impact on
SPX's balance sheet and cash flows from the CLYDEUNION
acquisition. The benefits from the acquisition including those
related to market share, competitive position, and geographic
diversity, will also be considered as will the company's history
of using free cash flow to restore its credit metrics following
acquisitions. The structure of the financing will also be
considered as the senior unsecured notes may come under pressure
if there is a meaningful amount of new first lien debt in the
capital structure. The review will consider the company's ongoing
acquisition appetite. The transaction is expected to close in
2011.

Although SPX has indicated that it is currently working with
lenders to secure additional commitments, the Speculative Grade
Liquidity rating was downgraded to SGL-2 to reflect the
significant use of liquidity that will be allocated to fund the
acquisition. The SGL benefits from the company's strong historical
cash flow generation and ample room under its covenants.

SPX Corporation ("SPX") is a provider of multi-industrial flow
technology, test and measurement, thermal and industrial products
and services with operations in over 35 countries. The company
operates in four core business segments: flow technology
(approximately 36% of revenue); thermal equipment and services
(31%); test and measurement (20%); industrial products and
services (13%). Revenues for the LTM period through July 2, 2011
totaled $5.2 billion.

Downgrades:

   Issuer: SPX Corporation

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
      SGL-1

On Review for Possible Downgrade:

   Issuer: SPX Corporation

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Ba1

Outlook Actions:

   Issuer: SPX Corporation

   -- Outlook, Changed To Rating Under Review From Stable

CLYDEUNION Pumps, headquartered in Glasgow, United Kingdom, is a
leading global supplier of pump technologies that are used in oil
and gas processing. Total 2010 revenues were GBP400 million.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010.


SPX CORP: S&P Affirms BB+ Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on SPX
Corp.'s corporate credit rating to negative from stable. "At the
same time, we affirmed the 'BB+' corporate credit rating on the
company. We also placed the issue-level rating on the company's
unsecured notes on CreditWatch with negative implications pending
a review of the details of the bank financing," S&P related.

"The outlook revision to negative reflects the potential for a
lower rating if SPX does not return to credit measures appropriate
for the rating, including funds from operations to adjusted debt
of 25% and adjusted debt to EBITDA of about 2.5x, in the next 12-
18 months," said Standard & Poor's credit analyst Sarah Wyeth.
"Pro forma for the acquisition, we estimate that FFO to debt
(adjusted for pensions and operating leases) will be about 20% and
debt to EBITDA will be almost 4x at the end of 2011. We view the
acquisition as complementary to SPX's existing business. However,
the risk to the rating reflects potential delays in returning to
our expected credit metrics because of the additional planned
debt. We believe that improvement of credit measures within the
next 12-18 months hinges partially on the global economic
recovery, which has become less certain."

"We have placed the issue-level ratings on SPX's unsecured notes
on CreditWatch negative. The details of the bank financing are not
yet known, and we believe there is potential for the recovery on
the senior notes to be sufficiently affected to result in lower
recovery and issue-level ratings," S&P stated.

The ratings on SPX reflect the company's fair business risk
profile and significant financial risk profile. SPX serves a wide
variety of industrial markets and operates in four segments:
thermal equipment (about 33% of revenues in, 2010), test and
measurement (19%), flow technology (34%), and industrial (14%).
These businesses are fragmented and cyclical, and possess only
modest organic long-term growth opportunities. SPX benefits from
product diversity and typically enjoys leadership positions in its
end markets. Nevertheless, several of its units face intense
pricing pressures, even during periods of robust demand.
Furthermore, the cost of raw materials can be significant, leading
to swings in earnings when raw material costs rise and fall.

The outlook is negative. "The company's credit measures will be
stretched following its planned acquisition of CyldeUnion Pumps,"
Ms. Wyeth continued. "We could lower the ratings if progress in
returning credit measures to our expectations is delayed, for
instance, if we do not expect FFO to total debt to approach 25% in
the next 12 to 18 months. We could revise the outlook to stable if
SPX's operating performance continues to improve and it
prioritizes debt repayment, resulting in credit measures
consistent with the current rating."


SQUAMISH RENAISSANCE: Forced Into Court-Ordered Receivership
------------------------------------------------------------
David Burke at The Chief reports that Squamish Renaissance
Retirement Residence Ltd.'s management reassured about 40
residents that nothing will change in the short term even though
the company was forced into court-ordered receivership.

The order, issued July 27, placed under the management of the
Vancouver-based Bowra Group until the receivership process runs
its course -- likely resulting in a sale of the building to new
owners, according to the report.  The report relates that while
management couldn't provide an ironclad guarantee to residents and
their families that nothing will change after the ownership
changes hands, one official said it would be in the best interest
of the new group to keep residents happy.

In a statement, and in a meeting at the Renaissance, management
told residents that the Bowra Group has retained all staff and
management - numbering about 20 people - and "will ensure that all
services, programs and the day-to-day operations continue as usual
with no interruptions, The Chief discloses.

The report notes that Martin Hyatt, the Bowra Group's court-
ordered receiver, said an application by Coast Capital Savings -
which holds the primary mortgage of $11.856 million on the
building - triggered the receivership process.  But Mr. Hyatt
added that there were "a large number of creditors" who had been
pursuing payment from the group that built and initially owned the
building, called New Futures, for some time to extract payment,
the report relates.

"There are lien holders and unsecured creditors in excess of $3
million," the report quoted Mr. Hyatt as saying.  There are also
second and third mortgages, for $1.6 and $5 million, respectively,
on the building, he added.

On Oct. 28, 2010, the report recalls, New Futures was placed under
the protection of the federal Companies Creditors Arrangement Act.
That process is now stayed until the ownership group restructures
and a buyer for the Renaissance is found through the receivership
process, Mr. Hyatt said.

"The receiver will manage the operations and do whatever it takes
to ensure that the operation continues and ensures that the
residents continue to be cared for, with the ultimate aim to find
new ownership, but that might take several months," the report
quoted Mr. Hyatt as saying.

Mr. Gardner said the sluggish economy is at least partly to blame
for the slower-than-expected uptake on unit rentals, the report
adds.


ST. VINCENT: Judge Approves Sale of Nursing Home for $34 Mil.
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Cecelia G. Morris on Wednesday approved St. Vincent's
Catholic Medical Centers' sale of Staten Island, N.Y., nursing
home St. Elizabeth Ann's Health Care and Rehabilitation Center to
a stalking horse bidder for $34 million.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STACKPOLE POWERTRAIN: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to
Stackpole Powertrain International, ULC consisting of a B2
corporate family rating, a B2 probability of default rating, and
B1 senior secured ratings to its new revolver and term loan. The
ratings outlook is stable.

Proceeds from Stackpole's $140 million senior secured term loan,
due 2017 and $45 million senior subordinated term loan, due 2018
(unrated), together with $117 million of contributed equity,
primarily from its financial sponsor, The Sterling Group, were
used to acquire Stackpole from Gates Canada (a subsidiary of
Pinafore Holdings PV), and pay related transaction fees.
Stackpole's $25 million senior secured revolver, due 2016 had
minimal drawings when the transaction closed on August 2, 2011.

RATINGS RATIONALE

Stackpole's B2 CFR is heavily influenced by its small scale
combined with significant industry, customer and geographic
concentrations in the cyclical automotive sector. These
considerations are tempered by Stackpole's long-standing customer
relationships, leading market share, use of its products across
many automotive nameplates, strong operating margins and Moody's
expectation that its adjusted leverage Debt/EBITDA and EBIT/
Interest will remain in proximity to 4x and 1.5x respectively
through 2012 (all metrics incorporate Moody's standard accounting
adjustments).

The company benefits from sole-supplier positions for both its oil
pumps and powdered metal products on a number of automotive
platforms. This provides strong entry barriers as platform
lifecycles often range from 10 to 15 years and OEM customers are
reluctant to switch suppliers mid-cycle. Consequently, despite
significant industry competition, Stackpole has good revenue
visibility through the next several years, aided by positive
fundamentals in the automotive industry, emission regulations that
promote fuel efficient powertrain components and ongoing
outsourcing trends.

Stackpole's EBIT margin improved materially through the economic
recovery to a level that provides good support to its rating.
Start-up costs associated with recent contract wins will modestly
weaken the company's margin through 2011 but positive operating
leverage and material pass-through arrangements should enable the
company's margin to return to its current levels towards the end
of the 12 to 18 month ratings horizon. We expect free cash flow,
however, to be only modest through this timeframe due to
Stackpole's meaningful interest burden associated with the
leveraged buy-out of the company and capital spending that we
expect will remain elevated through 2012 in support of revenue
growth.

The stable outlook reflects Moody's expectation that Stackpole's
Debt-to-EBITDA of roughly 4x and EBIT/ Interest of about 1.5x will
improve very modestly over the next 12 to 18 months, which will
solidify the company's positioning within the B2 CFR.

Upward rating action could be considered should Stackpole generate
consistent positive free cash flow while improving its adjusted
Debt/EBITDA towards 3.5x and adjusted EBIT/Interest above 2x.
Downward rating pressure could develop should there be a sizeable
decline in vehicle production or if the company's liquidity
deteriorates. Lower ratings could arise should we expect
Stackpole's Debt/ EBITDA will be sustained towards 5x or EBIT/
Interest will be sustained towards 1x.

The principal methodology used in rating Stackpole was the Global
Automotive Supplier Industry Methodology, published January 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Ancaster, Ontario, Stackpole is one of the
leading non-captive automotive suppliers of engine and
transmission oil pumps as well as powdered metal components in
North America. Stackpole's products are used in many different
automotive platforms, which in turn support numerous vehicle
nameplates. The company's trailing twelve month revenue of about
$285 million is evenly split between its oil pump and powdered
metal product segments. Stackpole has five manufacturing
facilities in Canada, and one facility each in Turkey, Korea and
China. North America accounts for greater than 90% of revenue,
which is mostly derived from GM, Ford and Chrysler.


STANADYNE HOLDINGS: Incurs $929,000 Second Quarter Net Loss
-----------------------------------------------------------
Stanadyne Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $929,000 on $61.60 million of net sales for the three
months ended June 30, 2011, compared with a net loss of $2.02
million on $63.84 million of net sales for the same period during
the prior year.

The Company also reported a net loss of $6.34 million on
$120.43 million of net sales for the six months ended June 30,
2011, compared with a net loss of $4.35 million on $119.07 million
of net sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$378.63 million in total assets, $381.97 million in total
liabilities, $794,000 in redeemable non-controlling interest, and
a $4.13 million total stockholders' deficit.

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

                        http://is.gd/Kgukop

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

As reported by the TCR on Jan. 21, 2011, Moody's Investors Service
confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating
and revised the rating outlook to stable.  The CFR confirmation
reflects the remediation of the Stanadyne's previous inability to
file financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.


STAR WEST: S&P Rates $650-Mil. Sr. Secured Term Loan at 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Star West Generation LLC's $650 million senior secured term loan
and $100 million senior secured revolving credit facility. "The
recovery rating is '3', indicating our expectation for meaningful
(50% to 70%) recovery of principal in a default scenario. The
outlook on the ratings is stable," S&P related.

This month, Star West's indirect owner Highstar Capital Fund IV
and its affiliates successfully completed a co-invest process for
$150 million, $50 million of which went to pay down a subordinated
holding company note associated with the initial transaction. The
remaining $100 million went toward the balance of the term loan,
reducing the refinancing risk of the term loan at maturity.

"The contractual framework of the project provides the primary
credit support for this transaction," said Standard & Poor's
credit analyst Theodore Dewitt. "The assets have summer-only
tolling agreements with a low-investment-grade utility through
2019 and with Nevada Power Co. (BB+/Stable/--) through 2017.
These tolls provide about 84% of annual gross margins under our
base case through 2018. Also, the assets have long-term service
agreements with General Electric (AA+/Stable/A-1+) for
maintenance. Star West will sell generation outside of the tolling
period on a merchant basis. Furthermore, all of Griffith's 2018
revenues will come from the merchant markets, because its tolling
agreement with Nevada Power matures in September of 2017."

Star West is owned by Star West Holdings LLC, which in turn is
indirectly owned by Highstar Capital IV and its affiliates.
Neither Star West Holdings nor its parent can issue debt.

The proceeds of the term loan funded a portion of the acquisition
costs of two electricity generating plants, from LS Power and its
affiliates, with capacity totaling 1,147 megawatts (MW). They are
Arlington Valley LLC, a 577-MW combined-cycle plant, and Griffith
Energy LLC, a 570-MW combined-cycle plant. Both are in Arizona.
The assets are relatively new, with commercial operation dates of
June 2002 and January 2002.

"We could lower the ratings if merchant power prices are lower
than we expect or if the project has sustained operating issues
that reduce payments under the tolling agreements; both of these
occurrences would translate into higher refinancing risk when the
term loan matures. If power prices are substantially higher than
our price deck assumptions, allowing the project to sweep more
cash toward amortization of the term loan, we may raise the
rating," S&P stated.


STEAK N SHAKE: S&P Assigns Prelim. 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B'
corporate credit rating to Indianapolis-based Steak n Shake
Operations Inc. The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating to the company's senior secured first-lien credit facility,
which consists of a $20 million three-year revolver and a $140
million four-year term loan. The preliminary recovery rating is
'1', indicating our expectation for very high (90%-100%) recovery
for lenders in the event of a payment default," S&P related.

Steak n Shake intends to use proceeds from the facility to fund a
dividend to its parent, Biglari Holdings Inc. (BH; unrated), and
to refinance existing debt.

"The preliminary ratings on Steak n Shake reflect our view of the
company's very aggressive financial policy," said Standard &
Poor's credit analyst Mariola Borysiak. "Although credit measures
are currently better than medians for the 'B' rating category, we
expect this may be transitory and future debt-financed dividends
to BH are likely and will lead to weaker credit metrics."


STERLING MINING: Terminates Registration of Common Stock
--------------------------------------------------------
Sterling Mining Company filed on Aug. 12, 2011, a certification
and notice of termination or registration of its common stock,
$0.05 par value, under Section 12(g) of the Securities Exchange
Act of 1934.

A copy of the Form 15 is available at http://is.gd/EKSsHQ

                       About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company was
incorporated in the State of Idaho on Feb. 21, 1903.  Sterling's
primary business activity is the exploration for and mining of
base and precious metals.  In 2003, Sterling acquired the rights
to operate the Sunshine Mine and Mill in a lease signed with
Sunshine Precious Metal Incorporated.  In 2005, Sterling purchased
an active mining operation in Zacatecas, Mexico.

Sterling never operated at a profit during its entire time in
production.  In October 2008, Sterling halted all production at
the Sunshine Mine.

Since the petition date, no major assets have been acquired or
sold.

Sterling Mining filed for bankruptcy protection (Bankr. D. Idaho
Case No. 09-20178) on March 3, 2009.  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represented the Debtor as counsel.

As of Sept. 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.

As reported in the TCR on Aug. 1, 2011, Bankruptcy Judge Terry L.
Myers confirmed on July 12, 2011, Sterling Mining Company's
modified third amended plan of reorganization after determining
that the plan complies with the confirmation requirements under
Section 1129 of the Bankruptcy Code.

In a pre-confirmation report filed on June 28, the Debtor noted
that there was no objection filed to confirmation of the Plan by
the June 27 due date.

A full-text copy of the Plan Confirmation Order is available for
free at http://ResearchArchives.com/t/s?7695


STEVE & BARRY'S: Cerberus Can't Blame Paul Hastings for $55MM Loss
------------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that an attorney for
Paul Hastings Janofsky & Walker LLP told a New York judge Thursday
that a Cerberus Capital Management LP affiliate couldn't blame the
firm for $55 million it allegedly lost in a botched bid to snap up
Steve & Barry's assets.

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


STRATEGIC AMERICAN: Enters Into LOI to Acquire SPE Navigation
-------------------------------------------------------------
Strategic American Oil Corporation announced that it has entered
into a non-binding letter of intent to acquire SPE Navigation I,
LLC, a private Texas company.  As set forth in the LOI, and
subject to numerous conditions to closing, in consideration of the
proposed Acquisition, the Company has agreed to issue to the
shareholders of SPE an aggregate of 95 million restricted common
shares of the Company upon the completion of the Acquisition.

The Company is informed that the material assets of SPE consist of
certain oil and gas working interest equal to one third the
working interest of the Company in and to four producing oil and
gas fields located in Galveston Bay, Texas, together with one
million shares of Hyperdynamics Corporation (NYSE: HDY), a
reporting company.

SPE is currently managed by Michael E. Watts, the father-in-law of
Jeremy G. Driver, the CEO of the Company, and the owners of SPE
are the children of Mr. Watts which include the wife of Mr.
Driver.  Consequently, the proposed Acquisition and the LOI was
approved by the Company's independent Board members.

"This acquisition strengthens the Company's balance sheet
tremendously and provides the Company with a great deal of
valuable cash-producing assets to help facilitate our growth."
Jeremy G. Driver, CEO, further stated, "This transaction should
convey to every shareholder and potential investor that my family
and I are entirely committed to seeing the value of Strategic
American Oil move higher."

The proposed Acquisition is subject to the negotiation and
execution of a definitive purchase agreement, as well as customary
closing conditions, adjustments and an acceptable fairness opinion
to be rendered by an independent expert.  It is presently expected
that the proposed Acquisition may close within the next 30 days.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


STRATUM HOLDINGS: Reports $2.8 Million Net Income in 2nd Quarter
----------------------------------------------------------------
Stratum Holdings, Inc., filed its quarterly report on Form
10-Q, reporting net income of $2.8 million on $828,703 of revenues
for the three months ended June 30, 2011, compared with a net loss
of $36,874 on $778,094 of revenues for the same period last year.

Income from discontinued operations, net of income taxes, was
$2.9 million for the three months ended June 30, 2011, versus
$67,490 for the three months ended June 30, 2010.

The Company reported net income of $2.9 million on $1.6 million of
revenues for the six months ended June 30, 2011, compared with net
income of $45,207 on $1.4 million of revenues for the same period
last year.

Income from discontinued operations, net of income taxes, was
$3.1 million for the six months ended June 30, 2011, versus
$226,373 for the six months ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $11.3 million
in total assets, $8.5 million in total liabilities, and
stockholders' equity of $2.8 million.

As reported in the TCR on April 5, 2011, MaloneBailey LLP, in
Houston, Texas, expressed substantial doubt about Stratum
Holdings' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has losses from operations and has a working capital
deficit.

A copy of the Form 10-Q is available at http://is.gd/04NzJC

Headquartered in Houston, Texas, Stratum Holdings, Inc., is a
holding company whose operations are presently focused on the
domestic Exploration & Production business.  In that business, its
wholly-owned subsidiaries, CYMRI, L.L.C., and Triumph Energy,
Inc., own working interests in approximately 60 producing oil and
gas wells in Texas and Louisiana, with net production of
approximately 700 MCF equivalent per day.

Through June 3, 2011, the Company also operated in the Canadian
Energy Services business via two wholly-owned subsidiaries, Decca
Consulting, Ltd., and Decca Consulting, Inc. (collectively
referred to as "Decca").  On that date, the Company sold the
outstanding capital stock of Decca to a private company for a
total sales price of $4.6 million (subject to certain
adjustments), payable in a combination of: (a) Cash; (b) Non-
interest bearing notes, which are payable out of the post-closing
collection of Decca's accounts receivable; and (c) Interest
bearing notes, payable in 48 monthly installments of principal and
interest, commencing on Oct. 1, 2011.


STRATUS MEDIA: Incurs $2 Million Second Quarter Net Loss
--------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $2.14 million on $0 of net revenues for the three
months ended June 30, 2011, compared with a net loss of $1.83
million on $0 of net revenues for the same period during the prior
year.

For the six months ended June 30, 2011, the Company posted a $3.86
million net loss compared to a $3.57 million net loss for the same
period last year.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on $0
revenues.

The Company's balance sheet at June 30, 2011, showed $12.46
million in total assets, $3.81 million in total liabilities and
$8.65 million total shareholders' equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

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

                        http://is.gd/m7GzMJ

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.


SUFFOLK BANCORP: Gets Notice of Non-Compliance From NASDAQ
----------------------------------------------------------
Suffolk Bancorp received a letter from NASDAQ that Suffolk was not
in compliance with NASDAQ Marketplace Rule 5250(c)(1) due to
Suffolk's previously disclosed delay in filing its Quarterly
Report on Form 10-Q for the period ended June 30, 2011.

Previously, NASDAQ had granted Suffolk an exception until August
31, 2011 to file its delinquent Form 10-Q for the period ended
March 31, 2011.  As a result of this additional delinquency,
Suffolk must submit an update to its original plan to regain
compliance with respect to the filing requirement, including plans
to file the Form 10-Q for the period ended June 30, 2011, and
indicate the progress Suffolk has made towards implementing the
plan submitted in connection with the Initial Delinquent Filing,
no later than August 26, 2011.  Any additional exception to allow
Suffolk to regain compliance with all delinquent filings, will be
limited to a maximum of 180 calendar days from the due date of the
Initial Delinquent Filing, which is November 7, 2011.

The Company is working diligently to complete the necessary
filings as soon as practicable.

Suffolk Bancorp is a one-bank holding company engaged in the
commercial banking business through the Suffolk County National
Bank, a full service commercial bank headquartered in Riverhead,
New York.  "SCNB" is Suffolk Bancorp's wholly owned subsidiary.
Organized in 1890, the Suffolk County National Bank has 30 offices
in Suffolk County, New York.


SUMMIT III: Sec. 341 Meeting of Creditors on Sept. 20
-----------------------------------------------------
The United States Trustee for the Northern District of West
Virginia in Charleston, W.Va., will convene a Meeting of Creditors
in the bankruptcy case of Summit III LLC pursuant to 11 U.S.C.
Sec. 341(a) on Sept. 20, 2011, at 10:30 a.m. at Bankruptcy
Courtroom - Clarksburg.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice. The court, after notice and a hearing, may order that the
United States trustee not convene the meeting if the debtor has
filed a plan for which the debtor solicited acceptances before
filing the case.

The last day to oppose discharge or dischargeability is Nov. 21,
2011.  Proofs of claim are due by Dec. 19, 2011.  Government
proofs of claim are due by Feb. 7, 2012.

                         About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
debts.  The petition was signed by Samuel M. Levin, Summit III's
manager.


SUMMIT ACCOMMODATORS: Progressive Challenges Settlement Claims
--------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Progressive
Casualty Insurance Co. sought Wednesday in Oregon to beat the
coverage claims of Umpqua Bank, which had accused the insurer of
underfunding a settlement over the bank's alleged involvement in a
bankrupt company's Ponzi scheme.

Law360 relates that Progressive funded about 41 percent of the
settlement that Umpqua reached with a liquidation trustee of
Summit Accommodators Inc. and others who claimed the bank aided
Summit's principals in the alleged fraud.

Headquartered in Portland, Oregon, Summit Accommodators Inc.
operates a tax-deferral company.  Summit Accommodators filed for
Chapter 11 bankruptcy protection (Bankr. D. Oregon Case No. 08-
37031) on Dec. 19, 2008.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.  The Debtor is represented by
Susan S. Ford, Esq., at Sussman Shank LLP, in Portland, Oregon, as
counsel.


SUMNER REGIONAL: Settlement Deal with LifePoint Acquisition OK'd
----------------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee approved the Settlement Agreement
among SRHS Bankruptcy, Inc., formerly known as Sumner Regional
Health Systems, Inc., et al., and LifePoint Acquisition Corp.

The Debtors relate that in June 2010, the Court approved the sale
to LifePoint, and the closing of the sale occurred in August 2010.
The asset purchase agreement contemplated certain post-closing
purchase price adjustments well as an escrow to deal with
potential indemnification claims.

Subsequent to the closing of the sale transaction, a number of
disputes arose between the Debtors and LifePoint with respect to
the transaction, disposition of certain leased equipment, and
various other claims and liabilities.

Following extensive negotiations, the Debtors and LifePoint have
agreed to settle all of the disputes among them.  The Settlement
Agreement provides for, among other things:

   i. Settlement Consideration. Within three business days
   following the Effective Date: (i) LifePoint will pay a lump sum
   cash payment in the amount of $3,361,000 to the Debtors;
   and (ii) Debtors and LifePoint will issue written instructions
   to the Escrow Agent, or the other means as required by the
   Escrow Agreement, to effectuate the release of $3,000,000 from
   the Indemnity Escrow to LifePoint or its designee(s) with the
   remaining amount, if any, in the Indemnity Escrow allocated as
   follows: (x) 50% to LifePoint or its designee(s), and (y) 50%
   to the Debtors or their designee(s).

  ii. Leased Equipment. On or before the Effective Date, LifePoint
   will provide the Debtors with documentation evidencing the
   return, purchase, exchange and/or assumption of the Leased
   Equipment; provided, however, LifePoint will not be required to
   provide any documentation with respect to the equipment leased
   from Covidien and Carefusion. LifePoint acknowledges and agrees
   to pay all outstanding rental payments for use of the Leased
   Equipment during post-Effective Time periods; provided,
   however, that LifePoint will not be liable for any rental
   payments related to pre-Effective Time periods.  LifePoint
   certifies that it has returned the equipment leased from
   Carefusion but acknowledges that documentation evidencing the
   return is not available.  Accordingly, LifePoint hereby agrees
   to cooperate with the Debtors in connection with the claims
   resolution process related to the Leased Equipment, including,
   without limitation, through the submission of an affidavit or
   the other testimony as may be required to evidence the return.
   LifePoint also acknowledges that it is unable to locate five
   compression pumps leased from Covidien and hereby agrees to pay
   Covidien $1,628 (i.e., $325 each) for the missing units
   and provide the Debtors with documentation evidencing its
   payment of the amount.  Notwithstanding anything set forth in
   the Settlement Agreement to the contrary, if the Bankruptcy
   Court determines that there is a valid claim by a vendor of the
   Leased Equipment, LifePoint agrees to indemnify and hold
   harmless the Debtors for the replacement cost of Leased
   Equipment and/or the portion of the claim, if any, that relates
   to post-Effective Time periods, including all reasonable
   expenses, including reasonable costs and attorneys' fees, that
   are attributable to the Indemnity Claims.

iii. HealthSpring.  The Debtors hereby acknowledge and agree to
   cooperate with LifePoint in connection the resolution of the
   HealthSpring Claim; provided that Debtors will not be required
   to make any payments to LifePoint or any other person related
   to the HealthSpring Claim

A full-text copy of the Settlement Agreement is avalaible for free
at http://bankrupt.com/misc/SRHSBankruptcy_settlementagreement.pdf

                      About Sumner Regional

Gallatin, Tennessee-based Sumner Regional Health Systems, Inc.,
and various affiliates provided healthcare in approximately 11
counties across Tennessee and southern Kentucky, and had assets
and liabilities at book value of almost $200 million.

On April 30, 2010, the Company and six affiliates filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Lead Case No. 10-04766).
Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at
Proskauer Rose, LLP, in New York, represent the Debtors as lead
counsel.  Robert A. Guy, Esq., at Frost Brown Todd LLC, in
Nashville, Tenn., represents the Debtors as co-counsel.  The
Company estimated its assets and debts at $100 million to
$500 million at the time of the bankruptcy filing.

On May 11, 2010, the United States Trustee appointed an official
committee of unsecured creditors.  The Committee has employed
Alston & Bird LLP as its bankruptcy counsel, Puryear Law Group as
its local bankruptcy co-counsel, and Deloitte Financial Advisory
Services, LLC as its financial advisor.

In June 2010, the Court entered an order approving the sale of
Sumner Regional Health Systems' four acute-care hospitals for
$154.1 million to LifePoint Hospitals Inc.  The buyer already has
48 hospitals in 17 states.

Sumner Regional Health Systems changed its name to SRHS
Bankruptcy, Inc., following the sale.


SUN-TIMES MEDIA: Court Approves Chapter 11 Liquidation Plan
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the former
publisher of the Chicago Sun-Times and scores of other newspapers
won bankruptcy court approval Wednesday for a liquidation plan
that barely dents its $289 million tax debt and wipes out
unsecured creditors.

According to Law360, U.S. Bankruptcy Judge Peter J. Walsh signed
off on the Chapter 11 plan for Chicago Newspaper Liquidation
Corp., formerly known as Sun-Times Media Group Inc. Judge Walsh
was filling in for Judge Christopher S. Sontchi, who had presided
over the case from its filing.

                       About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ) --
http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008, showed total
assets of $479.9 million, total liabilities of $801.7 million, and
a stockholders' deficit of $321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
Serve as the Debtors' bankruptcy counsel.  Sun-Times Media's
investment banker is Rothschild Inc. and its restructuring advisor
is Huron Consulting Group.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors disclosed $479 million in
assets and $801 million in debts as of Nov. 7, 2008.

In October 2009, the bankruptcy judge approved the $25 million
sale of Sun-Times Media Group to STMG Holdings LLC, a private
investor group led by Chicago businessman and Mesirow Financial
Holdings Inc. CEO James C. Tyree.


SUSTAINABLE ENVIRONMENTAL: Reports $319K Net Income in 2nd Quarter
------------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q reporting net income of $319,126 on $1.24 million of
total revenues for the three months ended June 30, 2011, compared
with net income of $166,952 on $446,281 of total revenues for the
same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.39 million
in total assets, $3.50 million in total liabilities and a $101,562
total stockholders' deficit.

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

                        http://is.gd/E4aDmQ

                  About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.


SUPERCONDUCTOR TECHNOLOGIES: Posts $3.2MM Net Loss in 2nd Quarter
-----------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $3.2 million on $1.1 million of
revenues for the three months ended July 2, 2011, compared with a
net loss of $3.1 million on $2.4 million of revenues for the three
months ended July 3, 2010.

The Company reported a net loss of $6.9 million on $2.7 million of
revenues for the six months ended July 2, 2011, compared with a
net loss of $5.6 million on $5.8 million of revenues for the six
months ended July 3, 2010.

The Company's balance sheet at July 2, 2011, showed $18.8 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $16.9 million.

As reported in the TCR on March 28, 2011, Marcum LLP, in Los
Angeles, expressed substantial doubt about Semiconductor
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred significant net losses since its
inception and has an accumulated deficit of $237.6 million and
expects to incur substantial additional losses and costs.

A copy of the Form 10-Q is available at http://is.gd/z0GBfD

Santa Barbara, Calif.-based Superconductor Technologies Inc.
(Nasdaq: SCON) -- http://www.suptech.com/-- develops and
produces high temperature superconducting ("HTS") materials
and associated technologies.


SW BOSTON: Has Until Aug. 31 to Contest Prudential Life's Liens
---------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts approved the stipulation extending until
Aug. 31, 2011, SW Boston Hotel Venture, LLC, et al., and the
Official Committee of Unsecured Creditors' time to contest the
perfection of liens and security interests granted the Prudential
Life Insurance Company of America against the Debtors' property.

Prudential's asserted liens relate to a multitude of different
types of property including real property, securities, bank
accounts, intangibles, fixtures and equipment, inventory,
licenses, permits and contract rights.

On July 28, the Debtor entered a stipulation with The Prudential
Insurance Company of America on behalf of and solely for the
benefit of, and with its liability limited to the assets of, its
insurance company separate account, PRISA, and the Committee.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/SWBOSTON_stipulation_july28.pdf

Prudential Life is represented by:

          Emanuel C. Grillo, Esq.
          Meagan Costello, Esq.
          GOODWIN PROCTER, LLP
          The New York Times Building
          620 Eighth Avenue
          New York, NY 10018
          Tel: (212) 813-8800
          E-mail: mcostello@goodwinprocter.com

The Committee is represented by:

          Bruce F. Smith, Esq.
          Steven C. Reingold, Esq.
          Michael J. Fencer, Esq.
          Brendan C. Recupero, Esq.
          JAGER SMITH P.C.
          One Financial Center
          Boston, MA 02111
          Tel: (617) 951-0500
          E-mail: brecupero@jagersmith.com

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
Owner of the W Hotel in Boston.  The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Mass. Case No. 10-14535) on
April 28, 2010.  Harold B. Murphy, Esq., and Natalie B. Sawyer,
Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.

SW Boston was authorized by the bankruptcy judge on May 24, 2011,
to sell the hotel portion of the project for $89.5 million,
without an auction.


SWADENER INVESTMENT: Wants to Complete Negotiations with Creditors
------------------------------------------------------------------
Swadener Investment Properties, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Oklahoma to extend until
Aug. 19, 2011, its time to file proposed plan of reorganization.

This is the Debtor's second request for extension.  Pursuant to
the Debtors' first request, the plan filing was extended until
July 20.

The Debtor relates that it needs additional time to complete its
negotiations with its other secured and unsecured creditors as it
awaits the response from Valley National Bank and NBC Bank.  The
Debtor desires to file a consensual plan.

In response to the Debtor's motion, secured creditor Valley
National Bank objects to Debtor's request for second extension
explaining that it is a delaying tactic. Valley National stated
that the creditors do not benefit if the bankruptcy is frozen
until Swadener's negotiations with Valley and its other creditors
are concluded.  Valley believes that Swadener is likely to seek
another extension in August 2011.

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bank. N.D. Okla. Case No.
11-10322) on Feb. 18, 2011.  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SWADENER INVESTMENT: Wants Access to Valley Nat'l Bank Financing
----------------------------------------------------------------
Swadener Investment Properties, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Oklahoma for authority to incur
post-petition and super-priority indebtedness from Valley National
Bank.

Valley National Bank has agreed to loan Swadener $212,517.61 to
pay the 2007, 2008, and 2009 ad valorem taxes owed to the Tulsa
County Treasurer so that Swadener's lease with Witt can be
assumed.

Valley National Bank has agreed to loan these funds to Swadener
conditioned upon:

    (a) receiving an administrative claim with priority over any
        or all administrative expenses in the event a plan of
        reorganization is not confirmed,

    (b) receiving a lien as to the net cash attributable to the
        commercial office buildings in which it has a mortgage in
        the event a plan of reorganization is not confirmed, and

    (c) securitization by the additional amount loaned to the
        mortgage already in place against Remington Tower.

The liens and claims granted to Valley National Bank will be
subject and subordinate to payment of quarterly U.S. Trustee Fees.

Swadener will use the funds for the payment of the pre-petition
2007, 2008, and 2009 ad valorem taxes owed to the Tulsa County
Treasurer so that its lease with Witt Properties, Inc., may be
assumed.

The loan will be repaid as part of Swadener's indebtedness to
Valley National Bank in accordance with its Plan of
Reorganization.  The proposed interest rate is 3.25% per annum
with interest only payments until the loan matures in 16 months
from the date of confirmation.

Swadener's loan with Valley National Bank is supported by
Swadener's business judgment because:

     a. There is an immediate and critical need for Swadener to
        obtain funds so that its lease with Witt concerning the
        Remington Tower may be assumed.

     b. Maintaining its lease with Witt so that Swadener may
        continue its ownership and operation of Remington Tower
        is in the best interests of all parties in interest
        because it preserves the equity Swadener has in the
        Remington Tower.

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bank. N.D. Okla. Case No.
11-10322) on Feb. 18, 2011.  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SYNCHRONOUS AEROSPACE: Moody's 'Caa1' Corporate Rating
------------------------------------------------------
Moody's Investors Services affirmed the Caa1 Corporate Family and
Probability of Default ratings of Synchronous Aerospace Group.
Concurrently, the senior secured revolver and term loan ratings
were lowered to Caa1 from B3 in line with the prior stress-
scenario entity recovery rate assumption. The outlook was revised
to stable from negative.

The following ratings were affirmed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

Ratings lowered:

Senior secured revolving credit facility to Caa1 (LGD-4, 50%) from
B3 (LGD-3, 34%)

Senior secured term loan to Caa1 (LGD-4, 50%) from B3 (LGD-3, 34%)

RATINGS RATIONALE

The change in the outlook to stable from negative reflects Moody's
view that the risk of a near-term covenant default by Synchronous
has declined based on expectations that the company's performance
is likely to improve as a result of higher build rates anticipated
by some of its main customers in the commercial aerospace sector.

Moody's notes that although headroom under financial covenant
ratio covenants in the company's bank agreements has improved, the
amount of cushion is likely to remain tight. The company's near-
term liquidity profile is adequate and is characterized by
expectations for positive free cash flow, no meaningful near term
debt maturities and minimal expected usage under the company's $10
million revolving credit facility over the next twelve months.

The company's top customers including Boeing and Spirit
Aerosystems anticipate higher build rates, specifically on some of
Synchronous' top program platforms. This favorable trend should
lead to improvements in operating metrics that should enable the
company to keep pace with leverage ratio covenant step downs that
take effect after September 30, 2011 and achieve credit metrics
more in line with its current Caa1 Corporate Family Rating.

The ratings on Synchronous' senior secured bank debt were lowered
to Caa1 from B3, in line with a 50% stress-scenario entity
recovery rate. The preponderance of bank debt in the company's
capital structure also supports the Caa1 bank debt rating.

The outlook and/or ratings could be revised downward if headroom
under the company's financial covenant ratios diminishes, earnings
do not materially improve, the company's overall liquidity profile
weakens or commercial aerospace build rates on the company's top
program platforms decline. Adverse rating implications could also
result from debt/EBITDA remaining at current elevated levels and
EBIT/interest sustained below 0.5 times.

Although less likely over the near term, the ratings could be
upgraded if the company's debt/EBITDA declines below 6.0 times and
EBIT/interest improves to 1.0 times on a sustained basis while
maintaining an adequate liquidity profile and positive free cash
flow generation.

The principal methodology used in rating Synchronous Aerospace
Group was the Global Aerospace and Defense Industry Methodology
published in June 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Synchronous Aerospace Group headquartered in Santa Ana, CA, is a
manufacturer of structural components for the commercial and
military aerospace and space industries. Over 70% of revenues are
derived from commercial aerospace business. Synchronous is
majority owned by the private equity firm Littlejohn & Co., LLC.


SYNTERRA 3020: Inland Mortgage Granted Stay Relief
--------------------------------------------------
Inland Mortgage Capital Corporation sought and obtained an order
from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania for relief from the automatic stay to permit it to
commence foreclosure proceedings against its collateral and to
pursue other state law remedies, pursuant to its contractual
rights, against Synterra 3020 Market, LP.

On May 14, 207, Inland Mortgage loaned to the Debtor $28,850,000,
which loan is evidenced by a promissory note dated May 14, 2007.
The Promissory Note is secured by, among other things, an Open-
Ended Leasehold Mortgage, Security Agreement, Assignment of Rents
and Financing Statement, dated May 14, 2007, encumbering the
Debtor's leasehold interest in a certain property located at 320
Market Street, Philadelphia, Pennsylvania.

The Note is further secured by a Loan Guaranty Agreement, dated
May 14, 2007, executed by Synterra 3020 Market LLC, Synterra
Partners, L.P., William L. Wilson, and Barbara Wilson for the
benefit of the Lender, pursuant to which the Guarantors
irrevocably and unconditionally guaranteed certain obligations
owing to the Lender by the Debtor.

The Loan and other documents evidencing and securing the Loan were
modified and amended on January 30, 2009.  On July 19, 2009, the
Debtor, the Guarantors, and the Lender entered into a Forbearance
and Amendment Agreement pursuant to which the Lender agreed to
forbear under certain circumstances from exercising its rights and
remedies under the Loan Documents and to further amend certain
terms in the Loan Documents.

Before the Petition Date, the Debtor was in default of its
obligations under the Forbearance Agreement.  As of the Petition
Date, the Debtor owed $27,480,976, plus attorney's fee and other
fees due and owing under the Loan Documents, according to Claudia
Springer, Esq., at Reed Smith, in Philadelphia, Pennsylvania.

On April 12, 2011, the Debtor filed its Plan of Reorganization.
Inland Mortgage is the only creditor holding a claim that is
impaired by the Plan.  The Plan proposes to make interest-only
payments to the Lender for the first two years and then to make
monthly principal and interest payments on the Lender's claim
using the contract non-default rate and a 25-year amortization
over 60 months, Ms. Springer noted.

Ms. Springer further noted that under Section 362(d)(2), a Court
will grant relief from the stay if "(a) the debtor does not have
an equity in such property; and (b) such property is not necessary
to an effective reorganization."

Here, the Debtor lacks equity in the Property and it lacks any
means to reorganization.  The amounts due and owing under the
Prepepition Agreements exceed the value of the Property, according
to Ms. Springer.  Moreover, the Property is not necessary to
effect a reorganization of the Debtor's business because the
Debtor lacks the means to reorganize, she said.

Stay relief is appropriate, Ms. Springer asserted.

The Debtor admitted that the outstanding balance as of the
Petition Date was $27,480,976 -- inclusive of the principal
balance of $25,515,255 and any accrued and unpaid interest -- and
any attorney's fees or other fees due and owing under the
Prepetition Agreements.  The Debtor, however, denied that it was
in default of its obligations under the Forbearance Agreement and
that the balance is due and owing.

The Debtor also denied that it (i) lacks equity in the Property,
(ii) lacks any means to reorganize, and (iii) that stay relief is
appropriate.  The Debtor asserted that it has filed a feasible
Plan that can be confirmed.

The Consent Order agreed upon by the parties provides that the
automatic stay is modified to the fullest extent necessary to
allow Inland Mortgage to exercise all of its rights and remedies
under its Loan Documents, applicable law, and a settlement
agreement, dated June 30, 2011.

The Debtor, Synterra Market LLC, Synterra Partners, L.P., and
William L. and Barbara Wilson are permanently enjoined from taking
any actions or causing any person or entity to take actions to
prevent the Lender from exercising any rights or remedies it may
have under the Settlement Agreement, the Loan Documents, or
applicable law.

                       About Synterra 3020

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 11-10205) on Jan. 12, 2011.  Albert A. Ciardi,
III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi &
Astin, P.C., in Philadelphia, Pa., serve as bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.


TAO-SAHI LP: Wants Access to S2 Cash Extended for Add'l 90 Days
---------------------------------------------------------------
Tao-Sahi LP asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, to extend the prior
authorization granted to the Debtor to use cash collateral for an
additional 90 day period upon the same terms recited in the cash
collateral order dated dated July 8, 2011.

S2 Acquisition LLC asserts claims against the Debtor in the amount
of approximately $19,554,569.06 (exclusive of pre- and post-
petition attorney fees, costs and expenses, late charges and other
costs chargeable under the Loan Documents.

As reported in the TCR on July 18, 2011, the Court authorized the
Debtor to use cash collateral of S2 Acquisition pursuant to a
final budget through Aug. 31, 2011, subject to possible extension
by agreement.

As adequate protection, the Debtor will make a monthly payment of
$40,170 to S2 Acquisition, and a monthly payment of up to $10,000
of S2 Acquisition's fees and expenses until the effective date of
a confirmed plan.

S2 Acquisition is also granted a first replacement liens and
additional lien on all assets of the Debtor and an allowed
superpriority administrative claim.

The Collateral and Superpriority Claims is subject to a carve-out
for professional fees and fees to be paid to the Clerk of the
Court and the U.S. Trustee.

A full-text copy of the Cash Collateral Order is available for
free at http://bankrupt.com/misc/TAOSAHILP_cashcoll_order.pdf

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TAREK IBN: To Proceed With Closure and Dissolution in Court
-----------------------------------------------------------
Sarah LeMagie at Star Tribune reports that Tarek ibn Ziyad
Academy's board decided that it will proceed with closure and
dissolution in bankruptcy court.  The school's bankruptcy attorney
told a judge that, while the board agreed to cease operations as a
Minnesota charter school, TiZA is still "considering other
options."

According to the report, the position surprised many in the
Minneapolis courtroom of U.S. Bankruptcy Judge Robert Kressel.
"I'm not sure what the other options are," Judge Kressel said,
pressing for a clearer indication of TiZA's plans.

Ms. LeMagie notes TiZA attorney Mark Kalla said the school's
assets may be liquidated, but also said "I suppose [TiZA] could
conceivably continue to operate as some type of school."

Ms. LeMagi relates that Three key potential creditors -- the state
Education Commissioner, former authorizer Islamic Relief USA and
the American Civil Liberties Union of Minnesota -- have called for
a trustee to oversee TiZA's assets.  They have cited "fraud and
dishonesty" by the school and raised concerns that money will be
funneled to Islamic groups and participants in the school's
operations.

The report says Islamic Relief and the state have both been mired
in a lawsuit brought against TiZA by the ACLU, which claims that
the public school illegally promoted Islam.  The education
commissioner and Islamic Relief are both seeking recovery of legal
costs from the school, and the ACLU has said it could be entitled
to attorneys' fees if it proves its claims.

Attorneys for the trio of creditors also want to know why TiZA
hasn't amended an initial bankruptcy petition that listed no
assets, even though they said the school had reported more than
$3.2 million in net assets on an audited financial statement a
year ago.  Mr. Kalla said the school does have assets, including
several hundred thousand dollars in cash, and that court filings
will be updated, notes Ms. LeMagie.

Ms. LeMagie says The state, the ACLU and Islamic Relief have
expressed concern that TiZA has been planning to illegally spend
assets at the expense of legitimate creditors, but the school and
its adversaries have agreed that TiZA will not make any payments
without the court's approval or a stipulation of the parties.

Tarek ibn Ziyad Academy, 4100 E. 66th St., Inver Grove Heights,
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court in St. Paul, Minnesota (Case No. 11-34372).  The Company
disclosed no assets and liabilities of $84,310.  Asad Zaman is the
Company's executive director.


TASANN TING: Court Approves Settlement on Use of Cash Collateral
----------------------------------------------------------------
On Aug. 12, 2011, the U.S. Bankruptcy Court for Northern District
of California approved the following settlement by the parties in
the bankruptcy case of Tasann Ting Group, Inc., regarding the
motion of Cathay Bank to (1) restrict the use of cash collateral;
(2) segregate cash collateral; (3) obtain an accounting, and (4)
grant related relief:

The proceeds from or of any and all assets of the Debtor in
which Lender has a valid and perfected security interest are
Lender's cash collateral.

   2. Debtor is authorized to use cash collateral to pay (i) the
      insurance for the real property located at 39889 Eureka
      Drive, Newark, California, (ii) the reasonable and necessary
      maintenance costs of the Property; and (iii) the payments
      authorized by the Order Regarding Motion for Entry of an
      Order Terminating the Automatic Stay, entered by the Court
      on Aug. 2, 2011.  Debtor is not authorized to use cash
      collateral to make any other payments, including, but not
      limited to, administrative expenses or legal fees.

   3. This agreement and Order does not limit or affect any
      objections or arguments that Lender may raise with respect
      to the Debtor's proposed plan of reorganization or any other
      plan of reorganization proposed by the Debtor.

A copy of the Notice Regarding Lodging Cash Collateral Order
[Docket No. 108] filed by 39889 Eureka Drive LLC, successor in
interest to Cathay Bank, is available at:

       http://bankrupt.com/misc/tasannting.docketno.108.pdf

As reported in the TCR on July 22, 2011, the Debtor asked the
Bankruptcy Court to enter a final order granting it permission to
use cash collateral of Secured Creditor Cathay Bank to pay actual
and necessary expenses to operate and maintain the hotel.

Cathay Bank, owed $17,650,000, is holder of a promissory note
secured by a deed of trust, assignment of leases, and rents,
against the Debtor's commercial warehouse assets.

As adequate protection, Debtor proposes to grant Cathay Bank
payments of $70,000 per month and replacement liens, which will
not extend to avoidance actions.  Debtor will also property
maintain and operate the Warehouse facility.

The Debtor's continued use of cash collateral will terminate upon
conversion to Chapter 7 or dismissal of the case, appointment of a
trustee or upon further of the Court.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc., owns and
operates a 250,000 square foot commercial warehouse facility
located at 39889 Eureka Drive, Newark, California.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  Tthe Debtor disclosed $19,440,960 in assets and
$21,052,736 in liabilities as of the Petition Date.


TASANN TING: To Make $80,500 Adequate Protection Payment to Lender
------------------------------------------------------------------
The Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California approved the settlement between
Tasann Ting Group, Inc., and lender 39889 Eureka Drive LLC, as
successor in interest to Cathay Bank.

Pursuant to the settlement, the Debtor will:

   -- commence making $80,500 adequate protection payments to
      lender, starting on Aug. 1, 2011.  The first monthly
      adequate protection payment may be made by a check drawn on
      Debtor's business account.

   -- set up an escrow account with

      First American Title Company
      4380 La Jolla Village Drive, Suite 110
      La Jolla, CA 92122
      Attn: Kate MacAllister
      Tel: (858) 410-3884

      for the payment of delinquent and accruing real property
      taxes for the real property located at 39889 Eureka Drive,
      Newark, California.  The Debtor will continue to pay $23,085
      per month for real property taxes as ordered by the court on
      April 13, 2011, which funds will be deposited into the
      escrow account, starting on Aug. 1, 2011.  The Debtor also
      will transfer all funds deposited in Debtor's bank account
      for the real property taxes pursuant to the Court's
      April 13, 2011, order into the escrow account.  When
      sufficient funds have been deposited to make a payment to
      the appropriate taxing authority for the real property
      taxes, the Debtor and lender will jointly instruct the
      escrow holder to pay the taxes.

   -- If the Debtor fails to timely make any payment required by
      this order, lender will give written notice of such default
      to the Debtor by facsimile or email transmission to Debtor's
      counsel of record.  Notwithstanding the foregoing, lender
      will have relief from the automatic stay upon entry of this
      order to re-record a notice of default with respect to the
      property to include all junior lienholders and other parties
      entitled to notice under the California law, including but
      not limited to, the second trust deed holder on the
      property.

Susan S. Davis of Cox, Castle & Nicholson LLP represented the
lender.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TAVERN ON THE GREEN: Has $1.3-Mil. Lead Bid for IP Assets
---------------------------------------------------------
Jil Mazer-Marino, Chapter 7 Trustee of the bankruptcy estates of
Tavern on the Green Limited Partnership and LeRoy Adventures,
Inc., has entered into an agreement to sell the companies'
intellectual property rights to Tavern International LLC for
$1.3 million.  The sale is subject to competitive bidding in a
Bankruptcy Court approved sale process.  The Trustee filed a
motion seeking Bankruptcy Court approval of Sale Procedures
including an anticipated bid deadline and auction in mid-
September.  Streambank LLC has been engaged by the Trustee to
conduct the sale.

The Intellectual Property rights are being sold in accordance with
a settlement agreement between the Trustee and the City of New
York, concluding litigation between the parties over ownership of
the world famous "Tavern on the Green" trademark.  The rights
being sold by the Trustee include:

Royalty-free use of the TAVERN ON THE GREEN name and logo for
restaurants outside of New York, New Jersey, Connecticut and parts
of Pennsylvania;

Ownership of the Tavern on the Green trademark for oils and salad
dressing; and

Exclusive right to register and use the Tavern on the Green
trademark for other products including packaged food, tabletop and
other home decor, cookware and accessories.

"This is a tremendous opportunity to own an iconic brand that is
world renowned - and arguably the most famous full service
restaurant brand in the world," said Gabe Fried, a Streambank
principal.  "The brand will benefit from instant recognition
across the US and around the world for a broad array of categories
including restaurants, packaged food and tabletop accessories."

                  About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.

In March 2010, the city of New York City won the right to the
trade name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino, appointed
Chapter 7 trustee, appealed the ruling.  The parties put the
appeal on ice while they negotiated settlement.


TBS INT'L: Needs to Raise Add'l Funds to Facilitate Repayments
--------------------------------------------------------------
In TBS International plc's latest quarterly results, Ferdinand V.
Lepere, senior executive vice president and chief financial
officer, commented: "TBS will need to raise additional funds to
facilitate principal repayments due September 30, 2011, and to
remain in compliance with the minimum cash liquidity covenant.
Absent the ability to raise additional capital and a significant
near-term improvement in freight and charter rates, we will need
to enter into further modifications or waivers to the financial
covenants.  Our inability to meet any of the covenants, or to
obtain waivers of such future covenant violations, continues to
raise substantial doubt about the TBS's ability to continue as a
going concern.  As a result, in compliance with US GAAP, we have
classified the entire amount of debt outstanding as a current
liability in the consolidated balance sheet at June 30, 2011."

A full text copy of the Company's second quarter and six months
2011 financial results is available free at:

              http://ResearchArchives.com/t/s?76a5

                  About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company's balance sheet at March 31, 2011, showed US$681.39
million in total assets, US$406.22 million in total liabilities,
and US$275.17 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TC GLOBAL: Incurs $295,000 Net Loss in July 3 Quarter
-----------------------------------------------------
TC Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $295,000 on $9.56 million of net sales for the 13-week period
ended July 3, 2011, compared with a net loss of $1.68 million on
$9.49 million of net sales for the 13-week period ended June 27,
2010.

The Company reported a net loss attributable to TC Global, Inc.,
of $5.21 million on $38.26 million of net sales for the year ended
April 3, 2011, compared with a net loss attributable to TC Global,
Inc., of $5.19 million on $39.57 million of net sales for the year
ended March 28, 2010.

The Company's balance sheet at July 3, 2011, showed $8.27 million
in total assets, $16.48 million in total liabilities and a $8.21
million total stockholders' deficit.

Moss Adams LLP, in Seattle, Washington, 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 limited working capital to fund
operations.

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

                        http://is.gd/I2M5gx

                          About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com


TDL INVESTMENTS: Files For Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Dailynews.com reports that TDL Investments Inc., 9018 Balboa
Blvd., Unit 515, Northridge, filed for Chapter 7 in Los Angeles
County (SV11-18758-AA).  The company did not disclose its assets
and debts.


TELETOUCH COMMUNICATIONS: Stratford Discloses 36.1% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Stratford Capital Partners, L.P, and its
affiliates disclosed that they beneficially own 17,610,000 shares
of common stock of Teletouch Communications, Inc., representing
36.1% of the shares outstanding. As of April 14, 2011, the Company
had 48,739,002 shares of common stock outstanding as reported by
the Company in its Form 10-Q filed with the SEC on April 14, 2011.
A full-text copy of the filing is available at no charge at:

                        http://is.gd/wLtTNs

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company reported a net loss of $1.87 million on $27.28 million
of total operating revenue for the nine months ended Feb. 28,
2011, compared with net income of $1.13 million on $41.89 million
of total operating revenue for the same period during the prior
year.

The Company's balance sheet at Feb. 28, 2011 showed $17.15 million
in total assets, $27.32 million in total liabilities and $10.17
million in total shareholders' deficit.


TELETOUCH COMMUNICATIONS: Inks RRA with Stratford and RRGC
----------------------------------------------------------
Teletouch Communications, Inc., entered into a Registration Rights
Agreement with Stratford Capital and Retail & Restaurant Growth
Capital, L.P..  Prior to the closing of the transactions, the
Transferees owned all of the issued and outstanding Series A
Preferred Units of TLL Partners, LLC, an entity controlled by
Robert M. McMurrey, Chairman and Chief Executive Officer of the
Company and which was the largest holder of shares of Common Stock
of the Company prior to the closing of the transactions.  A full-
text copy of the RRA is available for free at http://is.gd/5J3iZG

Pursuant to the RRA, the Company agreed to file with the U.S.
Securities and Exchange Commission, subject to certain
restrictions, by Oct. 17, 2011, a registration statement relating
to the registration of:

   (i) 4,350,000 shares of the Company's common stock held, in the
       aggregate, by the Transferees as of the date of the RRA;

  (ii) 25,000,000 shares of the Company's common stock
       transferred to the Transferees by TLLP pursuant to the
       Exchange Transaction; and

(iii) 2,650,999 shares of the Company's common stock being
       pledged by TLLP as security against the put option held by
       the Transferees.

On Aug. 17, 2011, the Company and the Transferees also executed a
mutual release.  Under the terms of the Mutual Release, a full-
text copy of which is available for free at http://is.gd/U76OST

Also on Aug. 17, 2011, TLLP and Robert McMurrey executed a
unilateral release with the Company, a full-text copy of which is
available for free at http://is.gd/4bLtTc

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company reported a net loss of $1.87 million on $27.28 million
of total operating revenue for the nine months ended Feb. 28,
2011, compared with net income of $1.13 million on $41.89 million
of total operating revenue for the same period during the prior
year.


TELTRONICS INC: Unable to Timely File Form 10-Qs
------------------------------------------------
In a regulatory filing Tuesdy, Teltronics, Inc., discloses that it
is unable to file its quarterly report for the quarter ended
June 30, 2011, because it has not filed its annual report on Form
10-K for 2010 and its Form 10-Q for the quarter ended March 31,
2011.

                      About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  The petition was signed
by Ewen R. Cameron, president.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


TEMPEL STEEL: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chicago-based Tempel Steel Co. "At the same time,
we assigned a 'B' issue-level rating to the company's new $135
million senior secured notes with a recovery rating of '4',
indicating our expectation of an average recovery (30%-50%) in a
default scenario. The outlook is stable," S&P related.

"The ratings on Tempel Steel reflect its aggressive financial risk
profile and its vulnerable business risk profile," said Standard &
Poor's credit analyst Peter Kelly. "Tempel Steel's vulnerable
business profile stems from its limited business line diversity,
the highly competitive and capital intensive nature of its
business, and the company's exposure to steel price volatility.
Tempel's well-established position in the industry, broad end-
market diversity, and longstanding customer relationships
partially offset these factors."

Tempel Steel competes both with a highly fragmented base of
smaller independent producers and with larger, vertically
integrated motors and transformers manufacturers, many of which
are also its customers. "We view customer diversity as moderate,
with its top 10 customers accounting for no more than 30% of 2010
revenues. While Tempel Steel is capable of serving large
multinational manufacturers seeking to outsource their steel
lamination requirements and benefits from longstanding customer
relationships, it's exposed to changes in production levels and
outsourced volumes as many of its end markets are cyclical," S&P
related.

"We view Tempel Steel's financial risk profile as aggressive. Pro
forma for new debt issuance, the company's financial leverage, as
measured by the ratio of total adjusted debt to EBITDA, was about
4.0x and funds from operations (FFO) to total adjusted debt to be
about 10%. While we expect that the current demand trends will
enable the company to maintain these financial metrics, credit
ratios could fluctuate with the demand cycle; for the rating, we
would expect these credit measures to be around 5.0x and 10%,
respectively. Capital expenditures will likely average about 3% of
sales, but working capital requirements may somewhat limit free
cash flow generation," S&P stated.

The outlook is stable. "We expect the company's operating
performance to improve in 2011 as a result of moderately higher
demand in its end markets," Mr. Kelly continued. "We could raise
the ratings if a sustained improvement in operating margins above
10% and further diversity supports a stronger business risk
profile assessment, and if credit measures are likely to remain
consistent with our expectations for the higher rating, including
total adjusted debt to EBITDA of about 4.0x and FFO to total debt
around 15%. We could lower the ratings if, for instance, subpar
operating performance resulting from a significant decline in
demand or steel price volatility causes EBITDA margins to contract
towards 5%, or higher than expected cash outflows and/or debt-
financed activities adversely affect credit measures or the
company's liquidity -- for example, if FFO to total debt falls
significantly below 10%."


TENSAR CORP: S&P Affirms Corporate Credit Rating at 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Alpharetta, Ga.-based Tensar Corp. to negative from developing.
"At the same time, we affirmed our ratings on Tensar, including
the 'CCC' corporate credit rating," S&P said.

"The rating action reflects our view that Tensar's significant
near-term maturities will strain its liquidity," said Standard &
Poor's credit analyst Megan Johnston. In the first quarter of
2012, amortization payments on the company's term loan step up to
approximately $40 million per quarter from approximately $400,000.
Also, the company's $27 million revolving credit facility matures
in April 2012, its $163.1 million first-lien term loan matures in
October 2012, and its $84.3 million second-lien term notes mature
in May 2013.

"The 'CCC' rating reflects what we consider to be the combination
of Tensar's vulnerable business risk profile, influenced by its
exposure to cyclical construction markets and its narrow product
offering dedicated primarily to site development work, and its
highly leveraged financial risk profile. Total adjusted leverage
(including adjustments for preferred stock, pensions and operating
leases) is approximately 9x. We estimate that sales growth and
EBITDA may modestly improve in 2011, given a benefit from the
acquisition of Contech Construction Products' distribution
business. (Tensar does not publicly disclose financial information
given its private company status.) However, we expect key
infrastructure and nonresidential construction end markets to
remain weak. Standard & Poor's economists project that
nonresidential construction spending will decline 1% in 2011 and
3.2% in 2012," S&P stated.

Tensar's primary business is the manufacturing and marketing of
polyethylene and polypropylene-based structural materials that
stabilize soil, provide building and roadway foundation support,
and control erosion, with a majority of earnings generated from
the sale of structural geogrids for soil stabilization and
pavement support. Tensar faces competition from a host of
alternative products, including such traditional construction
materials as aggregates, earth fill, asphalt, concrete and other
plastic geo-textile solutions.

"The rating outlook is negative, reflecting Tensar's significant
refinancing risk, as well as our belief that nonresidential
construction and infrastructure spending will remain weak. If the
company is unable to implement a viable refinancing plan within
the coming months, we could lower the ratings. Conversely, we
could raise the ratings if the company is able to refinance its
upcoming debt maturities, resulting in sustainable adequate
liquidity over the ensuing 12 to 24 months," S&P said.


TEXAS RANGERS: Tom Hicks Faces Lawsuit From Administrator
---------------------------------------------------------
Barry Shlacther at the Star-Telegram reports that former Rangers
owner Tom Hicks was sued by the team's post-bankruptcy
administrator, who says the wealthy Dallas investor "stole" tens
of millions from the major-league franchise to acquire what are
now highly lucrative parking lots near Rangers Ballpark in
Arlington and Cowboys Stadium.

According to the report, Alan Jacobs, the administrator charged
with disbursing assets from the bankruptcy sale, also accused
Hicks of forcing the Rangers to spend at least $18 million on
parking lots and roads rather than fund deferred compensation for
ballplayers, as required by Major League Baseball.  In all, some
$30.5 million was misdirected, the suit said.

Mr. Hicks issued financial statements that concealed the funding
shortfall, according to the suit filed with the 116th state
district court in Dallas.

The report relates, as a result, Mr. Hicks' Ballpark Real Estate
now generates several million dollars a year in parking revenue
near Cowboys Stadium and could be worth $100 million -- or more
"if Hicks is successful in extorting additional parking revenue
from the Texas Rangers' new owner and the team's fans."

The report notes, in response, Mr. Hicks spokeswoman Lisa LeMaster
rejected the lawsuit's claims as baseless and said they represent
a "bizarre flip-flop" by the team's major creditors, including
hedge funds that bought up Rangers debt.  "We welcome the
opportunity to challenge these allegations in court," she said.

In another development, J.P. Morgan Chase on Monday asked U.S.
Bankruptcy Judge D. Michael Lynn to disallow a $5.6 million claim
by Mr. Hicks on the Rangers' bankruptcy assets, asserting that it
was not a loan by the team owner but an infusion of equity,
according to the report.

                   About Texas Rangers Baseball

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the current President of
the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports
lawyer and minor league club owner.  In its petition, Texas
Rangers Baseball Partners said it had both assets and debt of less
than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.  Major League Baseball is represented by:

          Sandy Esserman, Esq.
          STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC
          2323 Bryan Street, Suite 2200
          Dallas, TX 75201-2689
          Tel: 214-969-4900
          Fax: 214-969-4999

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


TEXAS ROADRUNNER: Stetson's Saloon in Chapter 11 Bankruptcy
-----------------------------------------------------------
Texas Roadrunners LLC dba Stetson's Saloon and Casino, a small
locals place on Boulder Highway in Henderson, has filed for
Chapter 11 bankruptcy protection.

According to the report, court papers listed $1.1 million in
assets, much of it tied up in the gaming license, against $656,000
in liabilities that include bank loans and bills owed to vendors.

Tim O'Reiley at Las Vegas Review-Journal reports that the
ownership is spread among 15 people, with management handled by
the Maddox Interests, a family entity based in Houston.

Steve Green at Vegas Inc. reports that Texas Roadrunner is the
licensed owner of Stetson's, a restaurant and bar with gaming at
754 S. Boulder Highway in Henderson.  The filing didn't indicate
why the company filed for bankruptcy, with its assets reported as
$1.1 million vs. liabilities of nearly $657,000, according to the
report.

Mr. Green notes Clark County District Court records show landlord
FM and Nancy L. Corrigan Trust filed an eviction lawsuit against
Texas Roadrunner on July 22.

Mr. Green says the bankruptcy was filed a day before a hearing on
the eviction lawsuit, and likely will put that lawsuit on hold at
least temporarily.

Texas Roadrunner, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 11-22784) on Aug. 11, 2011.  David J.
Winterton, Esq., at David J. Winterton & Assoc., Ltd., in Las
Vegas, Nevada, serves as counsel.  In its schedules, the Debtor
disclosed $1,100,000 in assets and $656,841 in liabilities.


THAMES PRINTING: Faces Chapter 7 Involuntary Filing From Creditors
------------------------------------------------------------------
Brian Hallenbeck at TheDay.com reports that three of the Thames
Printing Co.'s creditors -- all of which are manufacturers and
suppliers of paper and paper products -- are seeking to force the
company into Chapter 7 bankruptcy in the U.S. Bankruptcy Court in
Hartford in a bid to recoup more than $600,000.

The report notes the action could lead to the liquidation of
Thames' assets, if a judge grants the petition.

In the bankruptcy petition, three creditors claim Thames Printing
owes them a total of nearly $619,000. Lindenmeyr Munroe, whose
headquarters are in Purchase, N.Y., claims it is owed $551,652.
Case Paper Co. of Harrison, N.Y., claims it is owed $65,472, and
Ariva Distribution Inc. of Cheshire claims it is owed $1,674.

According to the report, several other Thames creditors have filed
civil suits against the company, its owner Neil Blinderman and
others, claiming hundreds of thousands of dollars' worth of unpaid
bills.  Thames Printing stopped operations Aug. 15, 2011, when
Norwich Public Utilities shut off electrical service to the
printer's building at 1 Wisconsin Ave. in the Stanley Israelite
Norwich Business Park.  Work at the site has not resumed,
according to Charles Timon of Norwich, a longtime Thames employee
who said workers have not been paid for their last week on the
job.

TheDay says a spokesman for the state Department of Labor said
that the department has received no notice of a Thames Printing
shutdown.  Earlier this month, an executive of GHP Media Inc., a
West Haven printer, addressed a meeting of Thames employees,
telling them Thames was transferring its business to GHP.

The report quotes David Van Grouw, a Roseland, N.J.-based attorney
for the creditors, said involuntary bankruptcy is a way for
creditors to pursue debtors in certain situations.  At least three
creditors have to be involved in the case and the amounts owed
cannot be in dispute.

The report says an involuntary bankruptcy would be pursued under
Chapter 11 of the bankruptcy code in the case of a debtor that is
reorganizing and continuing to operate, while a filing under
Chapter 7 involves a debtor that is being dissolved.  "We
understand they're cleaning the place out," M. Van Grouw said of
Thames Printing, where, he said, notice of the bankruptcy petition
was served Wednesday.


THERMODYNETICS INC: Posts $166,000 Net Loss in June 30 Quarter
--------------------------------------------------------------
Thermodynetics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $166,000 on $72,000 of rental income for
the three months ended June 30, 2011, compared with a net loss of
$365,00 on $154,000 of rental income for the three months ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $5.0 million
in total assets, $3.6 million in total liabilities, and
stockholders' equity of $1.4 million.

The Company is currently in default on their line of credit and
its long-term mortgages.   During June, 2010, the Company's bank
commenced two legal proceedings.  Certain of the Company's assets
are being offered for sale which, upon consummation of a
successful sale, would be expected to cure the defaults.

A copy of the Form 10-Q is available at http://is.gd/DnbJJ0

Thermodynetics, Inc., is engaged in managing its real estate and
business holdings, and investing in other companies.  In June 2011
the Company acquired the rights to a software program that is to
be marketed in the wagering industry.  The software is designed to
assist individuals in selecting winning wagers in horse racing
events.


THERMOENERGY CORP: Incurs $3-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------
Thermoenergy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $2.98 million on $1.43 million of revenue for the
three months ended June 30, 2011, compared with a net loss of
$5.58 million on $253,000 of revenue for the same period a year
ago.

The Company also reported a net loss of $5.52 million on $2.38
million of revenue for the six months ended June 30, 2011,
compared with a net loss of $7.57 million on $1.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

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

                        http://is.gd/17pacQ

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


THERMOENERGY CORP: CCR LLP Hired as Independent Accountants
-----------------------------------------------------------
ThermoEnergy Corporation, on April 12, 2010, engaged CCR LLP as
the Company's principal independent accountants to audit the
Company's financial statements, replacing Kemp & Company, a
Professional Association, who were dismissed as the Company's
principal independent accountants.  The Company made this change
primarily because it has relocated its financial operations from
Little Rock, Arkansas to Worcester, Massachusetts.  CCR is a
regional firm with headquarters in Westborough, Massachusetts,
which can provide local support on a timely basis, while Kemp does
not maintain offices outside of Little Rock, Arkansas.

The change was approved by the Audit Committee of the Company's
Board of Directors.

Kemp's reports on the Company's financial statements for the
fiscal years ended Dec. 31, 2008, and 2009, did not contain any
adverse opinion or disclaimer of opinion and were not qualified as
to uncertainty, audit scope or accounting principles, except that
Kemp's reports on the Company's financial statements for both
fiscal years contained explanatory paragraphs describing
conditions that raised substantial doubt about the Company's
ability to continue as a going concern.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


THERMOENERGY CORP: Issues 1.2 Million Series B Preferred Shares
---------------------------------------------------------------
ThermoEnergy Corporation, on Aug. 11, 2011, issued to one
individual and five entities an aggregate of 1,185,707 shares of
the Company's Series B Convertible Preferred Stock upon conversion
of an aggregate of $2,932,107 in principal of, and accrued
interest on, the Company's Amended and Restated Secured
Convertible Promissory Notes due Feb. 29, 2012, held by the
Noteholders.  The Convertible Notes were converted into shares of
Series B Stock at the rate of $2.40 per share.

Also on Aug. 11, 2011, pursuant to the Bridge Loan and Warrant
Amendment Agreement, dated June 17, 2011, three individuals and
five entities exercised outstanding warrants for the purchase of
an aggregate of 3,469,387 shares of Series B Stock at an exercise
price, in cash, of $1.30 per share.

On Aug. 11, 2011, the Company filed in the Secretary of State of
the State of Delaware a Certificate of Amendment to amend the
Certificate of Designation, Preferences and Rights filed in the
Office of the Secretary of State of the State of Delaware on
Nov 18, 2009, to modify the definition of "Additional Stock" set
forth in Section 6(g)(ii) of the Description of Series B
Convertible Preferred Stock attached as Exhibit A to the
Certificate of Designation, Preferences and Rights to exclude any
shares of Common Stock issued or deemed issued in a transaction or
series of related transactions approved by the holders of a
majority of the then-outstanding Series B Stock.

The Company also filed in the Secretary of State of the State of
Delaware a Certificate of Amendment to amend the Certificate of
Incorporation to increase the total number of shares of stock that
the Company is authorized to issue to 455,000,000 shares.

A full-text copy of the Form 8-K is available for free at:

                     http://is.gd/o4Ky1b

                 About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


THERMOENERGY CORP: Amends Form S-1 Registration Statement
---------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-1 registration
statement relating to the resale of up to 54,166,684 shares of
Common Stock, par value $0.001 per share, of the Company that may
be sold from time to time by Security Equity Fund, Mid Cap Value
Fund, SBL Fund, Series V (Mid Cap Value), et al.  The offering is
expected to yield $10.83 million.

The Company will not receive any proceeds from the sale of the
Common Stock by the selling stockholders.

The Company's Common Stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Aug. 15,
2011, the last reported sale price of the Company's Common Stock
on the OTCBB was $0.20 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/Kan3VO

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$3.97 million in total assets, $13.15 million in total liabilities
and a $9.18 million total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


TIB FINANCIAL: Reports $960,000 Net Income in Second Quarter
------------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $960,000 on $5.29 million of total interest and dividend income
for the three months ended June 30, 2011, compared with a net loss
of $14.10 million on $16.98 million of total interest and dividend
income for the same period a year ago.

The Company also reported net income of $2.02 million on $21.13
million of total interest and dividend income for the six moths
ended June 30, 2011, compared with a net loss of $19.15 million on
$35.27 million of total interest and dividend income for the same
period during the prior year.

The Company's balance sheet at June 30, 2011, showed $210.10
million in total assets, $30.06 million in total liabilities and
180.03 million in total shareholders' equity.

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

                        http://is.gd/uE506L

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.


TIMOTHY SMITH: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Emily Ford at the Salisbury Post reports that landlord Timothy D.
Smith has declared Chapter 11 bankruptcy, preventing Rowan County
and Salisbury from continuing to use rent checks from his mobile
home parks to pay overdue property taxes and water bills.

According to the report, Mr. Smith was so far behind on his water
bill, the city considered turning off the water June 30 at Matika
Villa and Circle Drive.  Payment from rent checks intercepted by
the Rowan County tax office kept the water on.

On July 29 and Aug. 3, Mr. Smith filed for bankruptcy protection
for three companies:

   * Matika Villa LLC, debts of more than $1 million, including
     $20,942 in property taxes

   * Circle Drive LLC, debts of more than $1 million, including
     $21,122 in water bills

   * Tim Smith Enterprises LLC, debt of $86,534 in property taxes

Ms. Ford notes the assets for each company are listed at less than
$50,000.

Mr. Smith's outstanding water bill -- more than $50,000 -- joins a
long list of debts to be paid as part of his reorganization under
Chapter 11, adds Ms. Ford.


TITAN ENERGY: Incurs $900,000 Second Quarter Net Loss
-----------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $900,876 on $3.54 million of net sales for the three
months ended June 30, 2011, compared with a net loss of $616,046
on $4 million of net sales for the same period during the prior
year.

For the six months ended June 30, 2011, the Company posted a $1.93
million net loss compared to a $1.16 million net loss for the same
period last year.

The Company's balance sheet at June 30, 2011, showed $5.83 million
in total assets, $7.14 million in total liabilities and a $1.31
million total stockholders' deficit.

As reported in the TCR on April 12, 2011, UHY LLP, in Southfield,
Mich., expressed substantial doubt about Titan Energy Worldwide's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.

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

                        http://is.gd/r6Oe0C

                         About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TITAN SPECIALTIES: S&P Puts 'B-' Corporate on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Pampa, Texas-based Titan Specialties Ltd. on
CreditWatch with positive implications.

"We also placed the 'B' issue-level ratings on Titan's first-lien
credit facility and the 'CCC' issue-level rating on Titan's
second-lien credit facility on CreditWatch with positive
implications. The positive CreditWatch status denotes the
possibility that we may raise or affirm our existing ratings on
Titan Specialties Ltd. after Hunting's acquisition of TSI
Acquisition Holdings LLC," S&P said.

The rating actions follow the announcement that TSI Acquisition
Holdings LLC has entered into an agreement to be acquired by
London-based Hunting PLC (not rated) in a transaction valued at
approximately $775 million. TSI Acquisition LLC is the issuer for
both the first and the second-lien credit facilities, which are
guaranteed by its parent (TSI Acquisition Holdings LLC), its
general partner, and all material domestic subsidiaries.

Hunting is an international oilfield service and equipment company
that is listed on the London Stock Exchange. Hunting has principal
operations in the U.K., Canada, China, Hong Kong, Indonesia,
Mexico, Netherlands, Singapore, United Arab Emirates, and the U.S.
Hunting's well construction and well completion businesses focus
on high specification downhole tools and equipment. Titan's
perforating gun systems, charges, switches and instrumentation
will be complementary to Hunting's tools and equipment. "We view
that the integration of Titan into Hunting PLC may warrant a
higher corporate credit rating for Titan given that the we
believe, based on public financials, Hunting to be an entity that
would warrant a higher rating than Titan and that the combined
company will have greater scale and diversification than Titan as
a stand alone entity," S&P said.

The proposed acquisition is subject to Hunting's shareholder
approval, which is currently expected to be obtained in mid-
September 2011. Completion of the acquisition is expected shortly
thereafter. The acquisition will be funded with Hunting's existing
cash on hand, proceeds from an equity offering, and a new bank
credit facility.

"We expect to resolve the CreditWatch upon Hunting's completion of
the acquisition. In resolving the CreditWatch, we will focus on
the resulting combined corporate entity, the strategic importance
of Titan to Hunting PLC, how the transaction will be financed and
the ultimate capital structure," S&P noted.


TOWNSENDS INC: Seeks to Find Buyer for Poultry Processing Plant
---------------------------------------------------------------
Owen Covington at the Business Journal reports that Townsends Inc.
said it was closing its Crestwood Farms plant in Mocksville and
laying off its 476 workers, sending Davie County officials
scrambling to find a new owner for the poultry processing plant.

According to the report, that hunt continues, now two weeks after
operations at the plant ceased and the last workers went home.
Terry Bralley, president of the Davie County Economic Development
Commission, said officials are targeting one company in
particular, and are "constantly" speaking with that company,
though he declined to name it.

The closure of Townsends plants in Mocksville and Siler City
caught many by surprise.  Townsends had filed for Chapter 11
bankruptcy in December, but was bought in February by Omtron USA,
an affiliate of a Ukranian company that is that country's largest
producer of eggs and egg products.

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Specialty Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

The Debtors sold virtually all of their assets in two Asset Sale
transactions which closed on Feb. 25, 2011.  The purchasers were
Omtron, Ltd., and Peco Foods, Inc.


TP INC: Files Complaint against BofA Re 3674 Island Dr. Property
----------------------------------------------------------------
TP, Inc. initiated a complaint against Bank of America, N.A. with
respect to an obligation it allegedly owes pursuant to a certain
deed of trust.

On June 28, 2007, grantor John Walsh conveyed to the Debtor via
general warranty deed a certain tract of real estate located at
3674 Island Drive, in North Topsail Beach, North Carolina.

On August 10, 2007, the Debtor conveyed the Property to Ronald S.
Bryant and to his wife, Deborah.

On September 11, 2007, BofA was granted a deed of trust against
the Property securing a home equity line credit in the maximum
principal amount of $765,000.  This First Deed of Trust was
executed by the Bryants and a certificate of satisfaction deed of
trust was recorded October 25, 2007, evidencing the satisfaction
and cancellation of the First Deed of Trust.

On August 29, 2007, the Bryants executed a general warranty deed
conveying the Property back to the Debtor, which is the current
record owner of the Property.

The Bryants executed a second deed of trust securing certain
property on September 26, 2007.

The Debtor believes that the Second Deed of Trust was intended by
BofA to (i) encumber the Property and (ii) secure a second home
equity line of credit in the maximum principal amount of
$1,000,000, granted to the Bryants.  The Debtor also believes that
the property described in the Second Deed of Trust is more
generally described as 3606 Island Drive and was conveyed by the
Debtor to John J. and Stephanie R. Owens by general warranty deed
on September 19, 2001.

David J. Haidt, Esq., at Ayers & Haidt, P.A., in New Bern, North
Carolina, points out that at the time the Bryants executed the
Second Deed of Trust, the Debtor was the record owner of the
Property.  Moreover, the Second Deed of Trust misidentifies the
property it purports to encumber, and the legal description of the
purported collateral is materially misleading.

The Second Deed of Trust does not relate to any obligation owed by
the Debtor.  Furthermore, the Second Deed of Trust is invalid and
unenforceable to secure any obligation asserted by BofA against
the Debtor, Mr. Haidt tells the Court.

He asserts that the Second Deed of Trust should be adjudicated
invalid and the Property declared free of any lien, mortgage or
other encumbrance asserted by BofA.

The Debtor also asks the Court to tax the costs of this action
against BofA.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel.  In its schedules, the Debtor disclosed
$13,156,424 in assets and $4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Files Complaint against BofA and Jonathan Joyner
--------------------------------------------------------
On March 31, 2011, TP, Inc. initiated an adversary proceeding
against Bank of America, N.A. and Jonathan P. Joyner seeking
damages against the Defendants for various claims, and the
revocation, rescission, modification, subordination or
recharacterization of any debt claimed to be due from the Debtor
to BofA.

The claims asserted by the Debtor arise out of the same
transaction or transactions that were the subject of previous
claims asserted by BofA, which included claims asserted by the
Bank upon a sealed instrument.

The Defendant Mr. Joyner was acting within the course of his
employment as Senior Vice President for BofA.

Ronald S. Bryant was an officer, director and shareholder of the
Debtor.

In 1999, Mr. Bryant decided to devote his attention full-time to
the development of residential real estate, principally in Onslow
and Pender Counties, and formed the Debtor for that purpose.

When the Debtor and Mr. Bryant began to focus their business
attention on Onslow and Pender Counties, Mr. Bryant -- on behalf
of the Debtor -- and BofA entered into a business relation,
wherein BofA agreed to provide the requisite financing to the
Debtor for the acquisition of lots and the construction of homes,
with the Debtor being responsible for supervising the construction
and sales activities for each home.

The Debtor and Mr. Bryan were initially extended a $5,000,000 line
of credit in which to conduct real estate development activities.
Mr. Joyner increased the line of credit amount and maturity date
in several instances over the years.  Mr. Joyner had also
explained to Mr. Bryant how the Debtor would obtain advancements
on the line of credit.

From 2002 forward, Mr. Joyner, on behalf of BofA, acted as a
"joint venturer" with the Debtor in the development and sale of
real property.  The joint venture between Bofa, Mr. Joyner, and
the Debtor was designed to make a profit for all involved,
according to the Debtor's counsel, Gary K. Shipman, Esq., at
Shipman & Wright, L.L.P., in Wilmington, North Carolina.

At all times material to this matter, a close and confidential
relationship existed between the Debtor, Mr. Joyner, and BofA, Mr.
Shipman adds.

The Debtor believes that there were instances when Mr. Joyner
disbursed or caused to be disbursed funds from the Line of Credit
for purposes unrelated to activities to be undertaken on any
property that BofA held as collateral, including for his personal
benefit.

In one instance, in January 2004, Mr. Joyner told Mr. Bryant that
he was "in need of money," and asked Mr. Bryant to have the Debtor
purchase two of his lots in Oceanridge.  Mr. Joyner informed Mr.
Bryant that in order to insure that Mr. Bryant and the Debtor
would not have to "come out of pocket" for the purchase, Mr.
Joyner would advance the Debtor monies off the line of credit.
Mr. Bryant believed that the sums requested by Mr. Joyner exceeded
the actual fair market value of these lots, Mr. Shipman relates.
Mr. Joyner made the same request in January 2007.

Mr. Shipman tells the Bankruptcy Court that by reason of (i) the
close and confidential relationship that existed; (ii) the
domination, control and influence that had been exercised by Mr.
Joyner over both the Debtor and Mr. Bryant, at great risk and
exposure to them; and (iii) the ability on the part of Mr. Joyner
and BofA to call all of the Debtor's loans due, the Debtor and Mr.
Bryant felt that they had no choice but to agree to Mr. Joyner's
requests.

By the Fall of 2007, just as experts predicted, there existed a
worldwide credit crunch as subprime mortgage-backed securities are
discovered in portfolios of banks, including BofA, around the
world, requiring the Federal Reserve to inject billions of dollars
into the money supply for banks to borrow.  Accordingly, the
houses that the Debtor had constructed under the direction and
control of Mr. Joyner, and using funds disbursed by Mr. Joyner
from the Debtor's Line of Credit, became impossible to sell,
especially at the "high end" of the market that Mr. Joyner drove
the Debtor into, Mr. Shipman says.

In February 2008, the Line of Credit created by Mr. Joyner for the
Debtor was no longer in compliance with various policies and
guidelines of both BofA and FDIC.  To obtain additional security
in order for BofA to hold the Line of Credit on its books as a
"pass" or "performing asset," Mr. Joyner devised a plan -- one not
shared with the Debtor -- to gain control over other unencumbered
assets owned by the Debtor and, therefore, to improve BofA's
position, Mr. Shipman says.

Mr. Joyner was aware of another subdivision, Oceanaire, which the
Debtor and Mr. Bryant had purchased and developed not from funds
advanced by Mr. Joyner.  The Debtor owned Oceanaire free and clear
of any liens and encumbrances.

Completed valuations of Oceanaire previously obtained by the
Debtor placed its value in excess of $11,000,000, but Mr. Joyner
ordered a "discounted" commercial appraisal, which the Debtor
believes placed the value of Oceanaire in excess of $5,000,000.
Upon receipt of that appraisal, Mr. Joyner informed Mr. Bryant
that he could advance the Debtor an additional $3,000,000, of
which $1,100,000 would be used to fund the continuing interest
carry to BofA on the Debtor's Line of Credit.  This new plan,
according to Mr. Joyner, would enable the Debtor to survive the
downturn in economy, with reassurance to the Debtor that he and
BofA would "work" with the Debtor, Mr. Shipman says.

Once again, in reliance upon the trust and confidence that both
the Debtor and Mr. Bryant placed in Mr. Joyner, they agreed to Mr.
Joyner's further direction and control regarding the business of
the Debtor, including providing Oceanaire as security in order to
obtain the necessary funds to weather the economic storm that
existed in the United States, according to Mr. Shipman.

In February 2008, Mr. Joyner caused certain amendments to the Deed
of Trust and Security Agreement to be recorded in the Onslow
County Registry and the Pender County Registry, which purport to
subject the Oceanaire property to the lien of BofA's Deed of
Trust, Mr. Shipman informs the Bankruptcy Court.

From and after February 2008, Mr. Joyner would not communicate
with Mr. Bryant and the Debtor, despite repeated requests, Mr.
Shipman says.  The approximately $2,000,000 balance that was to be
disbursed by Mr. Joyner was not disbursed.

In June 2009, BofA commenced various foreclosure actions against
the Debtor's property.

On July 7, 2009, BofA filed an action in the Superior Court
Division of Pender County against the Debtor, Mr. Bryant and his
wife Deborah, and HP, Inc., another corporation owned and
controlled by Mr. Bryant.  BofA obtained ex parte orders of
attachment against the Debtor and Mr. Bryant, and issued various
notices of garnishment to the Debtor's creditors and business
associates.

By this point, Mr. Joyner and BofA had stripped the Debtor and Mr.
Bryant of cash and, accordingly, neither was able to fund and
retain an attorney to represent them, especially one who
understood the complexity of the conduct of Mr. Joyner and BofA.
Nevertheless, on August 10, 2009, the Debtor filed a pro se Answer
to BofA's Complaint as well as a counterclaim for "breach of
implied covenant of good faith and fair dealing and petition for
damages caused therefore. . ."

The State Court Action was pending at the time of the filing of
the Debtor's bankruptcy petition and has not been removed to the
Bankruptcy Court.  On March 11, 2010, BofA filed a "Suggestion of
Bankruptcy" in the State Court Action.  Also as of March 11, the
Debtor's Counterclaim is pending in the Superior Court Division of
Pender County.

The Debtor asserts these claims for relief against the Defendants:

   (1) Constructive Fraud;

   (2) Fraud;

   (3) Fraud in the Inducement;

   (4) Rescission - Fraud -- the Debtor is entitled to rescind
       any agreement that it executed with BofA;

   (5) Breach of Fiduciary Duty;

   (6) Negligence;

   (7) Negligent Misrepresentation;

   (8) Tortious Interference with Contractual Relationships and
       Business Opportunities;

   (9) Breach of Contract/Breach of Implied Covenant of Good
       Faith and Fair Dealing;

  (10) Unfair and Deceptive Trade Practices -- the Debtor is
       entitled to recover in excess of $75,000 to recover treble
       damages pursuant to Section 75-16 of the North Carolina
       General Statutes and to recover reasonable attorney's fees;

  (11) Alter Ego/Insider Liability -- the Debtor is entitled to
       rescind any debt obligations and any related security
       documents claimed by BofA.  It is also entitled to recoup
       sums it paid to BofA and to recover from the Defendants an
       amount in excess of $75,000; and

  (12) Equitable Subordination/Recharacterization

For Counts 1 - 3 and Counts 5 - 9, the Debtor asserts that it is
entitled to recover in excess of $75,000, including compensatory
and special damages resulting from the Defendants' conduct.

The Debtor did not ultimately benefit from the actions of the
Defendants.  Through the actions of Mr. Joyner and BofA, the
Debtor has been stripped of all its cash assets; pledged its
property to BofA in furtherance of the Defendants' business plan
that was otherwise encumbered; and has no ability to liquidate the
homes that BofA caused to be constructed with BofA's consent --
which it decline to give, Mr. Shipman argues.

The Debtor now faces a demand from BofA, who together with Mr.
Joyner earned substantial sums from their conduct, to repay monies
that the Defendants advanced pursuat to the Business Plan created
by Mr. Joyner, Mr. Shipman complains.

The Bankruptcy Court should recharacterize any debt claimed by
BofA as equity and a capital investment rather than as a loan or
Line of Credit, Mr. Shipman asserts.  By recharacterizing any debt
claimed by BofA, the Bankruptcy Court can assure that the
Defendants do not continue to profit from their unlawful conduct,
he adds.

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

     http://bankrupt.com/misc/TPincTCR_BoAJoynerAP033111.pdf

The Debtor asks the U.S. Bankruptcy Court for the Eastern District
of North Carolina to declare that (i) the Debtor has, and recover
judgment against the Defendants in excess of $75,000; (ii) any
damages awarded to the Debtor be trebled and that the Debtor
recover its reasonable attorney's fees; (iii) to the extent any of
the Debtor's claims are not considered to be part of the "claims
administration" process, that the Debtor have a trial by jury on
all issues so triable; and (iv) the costs of this proceeding be
taxed against the Defendants.

The Debtor also asks the Court to enter an order rescinding,
modifying, subordinating, recharacterizing, or reclassifying any
claimed debt from BofA.

                       *     *     *

Bank of America, N.A. has sought and obtained relief from the
automatic stay.  BofA and the Debtor TP, Inc. have agreed and
consented to the entry of an order.

On February 17, 2011, the U.S. Bankruptcy Court for the Eastern
District of North Carolina granted BofA's motion to lift stay to
allow it to complete its foreclosures upon its security interest
in the Property Collateral.

The Debtor's right to hold or use the Cash Collateral pursuant to
the Sixth Interim Order Authorizing the Debtor's Use of Cash
Collateral is terminated.  The Debtor's counsel is directed to pay
over to BofA's counsel the Cash Collateral so it may be applied to
BofA's claim against the Debtor.  Any Cash Collateral received in
the future by the Debtor or its counsel will be immediately paid
over to BofA or its counsel for the same purpose.

Action, Inc. is directed to continue collecting, paying over, and
reporting on the rental income and proceeds received by it in
accordance with the Court's September 23, 2010 order.  However,
Action, Inc. will deliver the rental income and proceeds to BofA.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel.  In its schedules, the Debtor disclosed
$13,156,424 in assets and $4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TRADE UNION: Can Use Cash Collateral of Bank Group Until Sept. 1
----------------------------------------------------------------
On Aug. 10, 2011, the U.S. Bankruptcy Court for the Central
District of California approved the stipulation further extending
the period for Trade Union International Inc. and Duck House Inc.
to use cash collateral of Cathay Bank and China Trust Bank, from
Aug. 1, 2011, through and including Sept. 1, 2011, subject to an
extended budget for the period.

Cathay Bank is the agent for the Bank Group.  As of the Petition
Date, the Bank Group was the Debtors' largest secured creditor and
asserts a security interest over substantially all the assets of
the Debtors.

                        About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, in Irvine,
Calif., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., a California corporation, filed a
separate Chapter 11 petition on January 27, 2011 (Bankr. C.D.
Calif. Case No. 11-13072).  Duck House, Inc., specializes is
designing products for sports enthusiasts.

Trade Union and Duck House are each owned one-half by Wen Pin
Chang and one-half by Mei Lien Chang.


TRAILER BRIDGE: Incurs $3.6 Million Second Quarter Net Loss
-----------------------------------------------------------
Trailer Bridge, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $3.64 million on $29 million of operating revenues for the
three months ended June 30, 2011, compared with net income of
$897,462 on $31.65 million of operating revenues for the same
period during the prior year.

The Company also reported a net loss of $14.03 million on
$53.81 million of operating revenues for the six months ended June
30, 2011, compared with net income of $589,895 on $60.50 million
of operating revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$105.62 million in total assets, $119.54 million in total
liabilities, and a $13.92 million total stockholders' deficit.

                        Bankruptcy Warning

If the Company's cash flow and capital resources are insufficient
to fund its debt service obligations, including refinancing the
Notes due Nov. 15, 2011, the Company could face substantial
liquidity problems and might be forced to reduce or delay capital
expenditures, dispose of material assets or operations, seek to
obtain additional equity capital, restructure or refinance its
indebtedness.  In the event that the Company is required to
dispose of material assets or operations to meet its debt service
obligations, the Company said it cannot be sure as to the timing
of those dispositions or the proceeds that it would realize from
those dispositions.  Further, the Company said it cannot provide
assurance that it will be able to restructure or refinance any of
its indebtedness or obtain additional financing, given the
uncertainty of prevailing market conditions from time to time.
Such alternative measures may not be successful and may not permit
the Company to meet its scheduled debt service obligations. In
such an event, the Company may be forced to file for protection
under federal bankruptcy laws.

If the Company is able to restructure or refinance its
indebtedness or obtain additional financing, the Company
anticipates that the economic terms on which such indebtedness is
restructured, refinanced or obtained will not be as favorable to
the Company as its current indebtedness and may include an equity
component that could include a change of control.

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

                        http://is.gd/VgQBKp

                        About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRAILER BRIDGE: Nickel Reesema Resigns as Director
--------------------------------------------------
Nickel van Reesema resigned from Trailer Bridge, Inc.'s Board of
Directors in order to pursue other professional interests.  His
decision to resign as a director was not due to any disagreements
with the Company.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$109.11 million in total assets, $119.59 million in total
liabilities, and a $10.48 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRAILER BRIDGE: Falls Below Nasdaq's Market Value Threshold
-----------------------------------------------------------
Trailer Bridge, Inc., received a letter from The Nasdaq Stock
Market stating that for the last 30 consecutive business days, the
Company's market value of publicly held shares was below the
minimum $15,000,000 requirement for continued inclusion on The
Nasdaq Global Market under Listing Rule 5450(b)(3)(C).  This
notification has no immediate effect on the listing of the
Company's common stock.  The Rule defines "publicly held shares"
as total shares outstanding, less any shares held directly or
indirectly by officers, directors or a beneficial owner of more
than 10% of the total outstanding shares.

In accordance with Listing Rule 5810(c)(3)(D), the Company has 180
calendar days, or until Feb. 14, 2012, to regain compliance with
the Rule.  The Company will regain compliance if, at any time
before Feb. 14, 2012, the Company's market value of publicly held
shares is $15,000,000 or more for a minimum of 10 consecutive
business days.

If the Company does not regain compliance with the Rule by
Feb. 14, 2012, Nasdaq will provide the Company with written
notification that the Company's common stock will be delisted from
The Nasdaq Global Market.  At that time, the Company may appeal
the delisting determination to a Nasdaq Listings Qualifications
Panel.  Alternatively, Nasdaq may permit the Company to transfer
its common stock to The Nasdaq Capital Market if it satisfies the
requirements for continued listing on that market.

The Company will continue to monitor the market value of its
publicly held common stock and consider various options available
to it if its common stock does not trade at a level that is likely
to regain compliance.

                        About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$109.11 million in total assets, $119.59 million in total
liabilities, and a $10.48 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRANS ENERGY: Incurs $787,000 Second Quarter Net Loss
-----------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $787,343 on $3.89 million of revenue for the three months ended
June 30, 2011, compared with a net loss of $989,699 on $1.50
million of revenue for the same period during the prior year.

The Company also reported net income of $10.74 million on $5.52
million of revenue for the six months ended June 30, 2011,
compared with a net loss of $2.19 million on $2.61 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $56.53
million in total assets, $27.84 million in total liabilities and
$26.68 million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.

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

                        http://is.gd/wokb2c

                         About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.


TRANS ENERGY: Clarence Smith Discloses 6.9% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Clarence Edward Smith disclosed that he beneficially
owns 878,146 shares of common stock of Trans Energy representing
6.9% of the shares outstanding.  As of Aug. 18, 2011, there were
12,874,078 shares of common stock outstanding are reported by the
Company in its Form 10-Q filed with SEC on Aug. 22, 2011.  A full-
text copy of the regulatory filing is available for free at:

                        http://is.gd/LvarIw

                         About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

The Company's balance sheet at June 30, 2011, showed $56.53
million in total assets, $27.84 million in total liabilities and
$26.68 million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRANSPECOS FOODS: Wins Final OK to Tap Cash Collateral
------------------------------------------------------
American Bankruptcy Institute reports that a Texas judge has given
TransPecos Foods LP permission to feast on its cash collateral.

TransPecos Foods LP, a producer and distributor of packaged foods,
sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 11-31124)
on June 9, 2011, in El Paso, Texas, blaming "an industry-wide
shortage of a primary component for its mozzarella stick
business."  Assets were listed for $6 million with debt totaling
$32.9 million.  Secured debt owed to several lenders totals
$30.7 million.  Trade suppliers are owed $2.2 million.


TRANSWEST RESORT: JPMCC 2007-C1 Wants Exclusive Periods Terminated
------------------------------------------------------------------
Senior lender JPMCC 2007-C1, Grasslawn Lodging, LLC, asks the U.S.
Bankruptcy Court for the District of Arizona to terminate the
exclusivity periods of Transwest Tucson Property LLC and Transwest
Hilton Head Property LLC.

The senior lender set an Aug. 29 hearing on the requested
exclusivity period termination.

According to the senior lender, the Property Debtors have shown no
substantial progress towards a feasible reorganization.  By the
Property Debtors' own admission, there is no equity in the
resorts.  Based on the Property Debtors' own financial reports,
the Property Debtors do not have adequate cash flow to service the
senior lender's debt, assuming both the validity of the Property
Debtors' own appraisals and the ability to confirm a cramdown
plan.  Absent outside investment and a complete recapitalization
of the Property Debtors, the Property Debtors have no viable
chance to reorganize.

The Property Debtors intend to make the sale a private closed
process, stated the senior lender.  The secured lender contends
that the Property Debtors cannot reorganize on a self-contained
basis.  Therefore, the sale process must be opened to other
bidders and the price to be paid by any purchaser or investor for
the Property Debtors must be exposed to a market test, as required
as a matter of law.

The Property Debtors, said the secured lender, have indicated that
they intend to reorganize and are not interested in formulating a
consensual plan of reorganization.  The senior lender believes
that the lack of progress made by the Debtors in negotiations with
their creditors is in large part due to the Property Debtors'
absolute insistence that they intend to reorganize without
exposing the Resorts or the Property Debtors to any type of market
test which would determine their actual value.  Rather, the
Property Debtors ask the Court to force creditors to rely upon
appraisal reports, reset the amount of the senior lender's secured
debt and attempt a cram down, the secured lender noted.

In a separate motion, the senior lender supported PIM Ashford
Subsidiary I, LLC's motion to terminate the Mezzanine Debtors --
Transwest Tucson II, LLC and Transwest Hilton Head II, LLC's
exclusivity period.

The secured lender is represented by:

         Ethan B. Minkin, Esq.
         Andrew A. Harnisch, Esq.
         Jaclyn D. Foutz, Esq.
         Dean C. Waldt, Esq.
         Jon T. Pearson, Esq.
         BALLARD SPAHR LLP
         1 East Washington Street, Suite 2300
         Phoenix, AZ 85004-2555
         Tel: (602) 798-5451
         Fax: (602) 798-5595
         E-mails: minkine@ballardspahr.com
                  harnischa@ballardspahr.com
                  foutzj@ballardspahr.com
                  waldtd@ballardspahr.com
                  pearsonj@ballardspahr.com

                   About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRAVELPORT LLC: Moody's Lowers CFR to Caa1; Outlook Negative
------------------------------------------------------------
Moody's has lowered the corporate family rating (CFR) and
probability of default rating (PDR) of Travelport LLC to Caa1 from
B3. The senior secured, senior unsecured and the subordinated
instrument ratings have also been lowered to B1 from Ba3, to Caa2
from Caa1, and to Caa3 from Caa2, respectively. The outlook
remains negative.

RATINGS RATIONALE

The rating action reflects the further weakening in operating
results in the half year to June 2011, with Travelport's EBITDA
(as reported and before exceptional items) falling to US$283
million from US$295 million in 2010. The company attributed this
to higher cost of revenues, and in particular employee bonuses.
Moody's estimates the company's gross adjusted leverage, including
the PIK notes issued at Travelport Holdings Ltd. (US$693 million)
to be close to 8x as of June 2011. The rating action further
reflects Moody's view that covenant headroom is likely to weaken
in coming quarters, in particular with the step up in the leverage
covenant from 5.75x currently (versus 5.16x actual as of June
2011) to 5.5x as of December 2011 and to 5.25x as of June 2012.
Although the divestment of GTA alleviated pressure on
headroom, Moody's believes that the company's ability to meet
covenants will be challenged both by the recent trend in earnings
as well as the gradual step-up in covenant levels.

In addition, Moody's believes that the pending maturity of the PIK
notes at Travelport Holdings Ltd. in March 2012 poses a degree of
risk for the financial profile of Travelport LLC if they are not
entirely refinanced at the holding company level. This could
result from i) upstream payments from Travelport LLC to the
holding company (which the company has indicated is currently
limited to US$100 million under the restricted payments test); or
ii) a refinancing of the PIK notes at the rated entity level,
although Moody's expects that this would require consent from
lenders. Moody's further notes that although there is no cross
default between the PIK notes and debt at the rated entity, if a
restructuring or refinancing of the PIK notes were to result in a
change of control under the terms of Travelport's credit
facilities or its notes, Travelport would be required to repay its
facilities and make an offer to repay its notes in full.

The company's liquidity is supported by the undrawn revolving
credit facility (RCF) of USD270 million due August 2012, the
US$288 million cash balance as of June 2011 (excluding restricted
cash of US$137 million) and its 48% stake in Orbitz (rated B2
stable). Moody's nevertheless believes that the adequacy of the
liquidity profile depends on continued access to the RCF, which
matures within 12 months, and compliance with covenants under the
syndicated facilities.

The negative outlook reflects Moody's view that metrics are likely
to remain weak for the rating, and possibly to weaken further.
Travelport has recently indicated that as United Airlines merges
with Continental, and consolidate their internal reservations
systems, this could negatively impact profitability at Travelport
by US$40-60 million on an annualized basis beginning in March 2012
at the earliest. This is combined with an uncertain outlook for
liquidity depending on covenant headroom and the need for
continued access to the undrawn RCF. Finally the negative outlook
reflects Moody's view of the heightened risks to the credit
profile of Travelport LLC if the PIK notes are refinanced using
funds from the rated entity or if mandatory repayment is triggered
by a change of control.

In view of today's rating action, no material upward pressure is
currently contemplated. For the outlook to be stabilized, Moody's
would expect gross leverage, adjusted for the PIK notes, to fall
towards 7x, with sufficient headroom under the bank covenants and
continued access to the RCF, resulting in a stronger overall
liquidity profile for the rated entity, as well as the removal of
any refinancing risks for the PIK notes. The ratings could be
lowered if earnings deteriorate and further weaken covenant
headroom, or if other liquidity concerns emerge; or if the PIK
notes at Travelport Holdings Ltd. are refinanced in a manner that
is deemed detrimental to the credit profile of Travelport.

The principal methodology used in rating Travelport LLC was the
Global Business & Consumer Service Industry Rating Methodology
published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system ("GDS") business, which
includes the Group's airline information technology solutions
business. During fiscal year ending December 2010, the company
generated revenues and EBITDA of USD2 billion and USD545 million,
respectively, on a pro forma basis for the divestment of its GTA
business in May 2011.


TRIAD GUARANTY: Incurs $4.4 Million Net Loss in Second Quarter
--------------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $4.39 million on $46.55 million of revenue for the three months
ended June 30, 2011, compared with net income of $79.12 million on
$81.90 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $9.31 million on $91.76
million of revenue for the six months ended June 30, 2011,
compared with net income of $51.31 million on $137.41 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $940.66
million in total assets, $1.53 billion in total liabilities and a
$593.32 million deficit in assets.

Ken Jones, President and CEO, said, "We continue to see the impact
of the troubled economy on employment and housing.  Unemployment
remained elevated and housing prices were either stagnant or
dropped even further during the second quarter.  These economic
trends continued to impact our financial results during the second
quarter.  While total risk in default decreased again in the
second quarter, the rate of decline slowed from that experienced
for the past several quarters.  While the level of newly reported
defaults remained elevated, new defaults declined slightly in the
second quarter."

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.

                        Bankruptcy Warning

Triad has entered into two Corrective Orders with the Illinois
Department of Insurance which, among other things, require the
oversight of the Department on substantially all operating
matters.

The Company's ability to continue as a going concern will be
dependent on its ability to comply with terms of the Corrective
Orders which is in part dependent on the Company's financial
condition.  If the Company is unable to comply with the terms of
the Corrective Orders, the Department may institute legal
proceedings to place Triad in receivership.  If Triad were placed
into receivership, all of the assets and future cash flows of
Triad would be allocated to Triad's policyholders to pay insurance
claims and to pay creditors and the administrative expenses of the
receivership, and none of those assets or cash flows would be
available to TGI and its stockholders.  As Triad is TGI's primary
source of current and potential future cash flow, if Triad were
placed in receivership proceedings by the Department, TGI may be
forced to institute a proceeding seeking relief from creditors
under U.S. bankruptcy laws and it is likely that no funds would
ever be available for distribution to Triad's stockholders.

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

                        http://is.gd/sp37xy

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.


TRIBUNE CO: Service for Committee Suits Extended Until 2012
-----------------------------------------------------------
At the Official Committee of Unsecured Creditors in Tribune Co.'s
cases' behest, the bankruptcy court extended the Committee's time
to complete service pursuant to Rule 4(m) of the Federal Rules of
Civil Procedure on defendants in the adversary proceeding, through
and including March 1, 2012.

Pursuant to the October 27, 2010 Standing Order, the Creditors'
Committee filed two adversary proceedings, namely: Official
Committee of Unsecured Creditors of Tribune Company v.
FitzSimons, et al. Adversary Proceeding No. 10-54010; and
Official Committee of Unsecured Creditors v. JPMorgan Chase Bank,
NA., et al., Adversary Proceeding No. 10-53693

The Creditors' Committee's deadline to complete service upon
defendants in the FitzSimons Action pursuant to Rule 4(m) expires
on September 1, 2011.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, told the Court that the Creditors' Committee's effort
to discover and serve all defendants and defendant class members
in the complaints has proceeded more slowly than anticipated.  He
disclosed that while the Creditors' Committee has been successful
in obtaining from hundreds of entities-- roughly two thirds of
more than 1,600 Subpoenaed Parties -- information identifying
beneficial owners of Tribune stock who received proceeds from
Step One or Step Two of the LBO Transaction, a third of the
Subpoenaed Parties still have not fully responded to the
subpoenas.  To that end, the Creditors' Committee sought and
obtained a protective order in the FitzSimons Adversary
Proceeding authorizing the requesting party to produce
confidential information subject to certain restrictions.  A
full-text copy of the Protective Order is available for free at:

   http://bankrupt.com/misc/Tribune_Aug8ProtOrder.pdf

With regard to the FitzSimons Adversary Proceeding, the
Creditors' Committee is unlikely to obtain all remaining useful
information regarding the beneficial owners of Tribune stock who
received proceeds from the LBO transaction, and to serve the tens
of thousands of defendants by September 1, 2011, Mr. Landis
stressed.  Accordingly, an extension of the service deadline to
March 1, 2012 will permit the Creditors' Committee to serve the
nearly 40,000 Shareholder Class members identified so far, as
well as additional, as yet unidentified members of the
Shareholder Class and Doe defendants, he asserted.  Because the
FitzSimons Adversary Proceeding has been stayed, and is likely to
be stayed further until the Court enters a confirmation order, no
defendant will be prejudiced by receiving formal notice of the
adversary proceeding after September 1, 2011, he assured the
Court.  Indeed, the claims against certain members of the
Shareholder Class may be obviated by the confirmation order, he
added.

The Court entered the order after a certificate of no objection
to the Creditors' Committee's Motion was served.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: BofA Seeks Telephonic Hearing on SLCFC Order Dispute
----------------------------------------------------------------
At Bank of America Corporation and it affiliates' behest, the
U.S. Bankruptcy Court for the District of Delaware scheduled a
telephonic hearing to address a dispute arising from the "SLCFC
Order" entered in Tribune Co.'s cases.

The SLCFC Order granted Deutsche Bank Trust Company Americas, et
al. relief from the automatic stay to the extent the automatic
stay bars commencement by creditors of State Law Constructive
Conveyance claims to recover stock redemption payments made to
Step One Shareholders and Step Two Shareholders and leave from
the Mediation Order to permit commencement of litigation on
account of those claims.

BofA was named as a defendant in several lawsuits commenced by
Deutsche Bank, Law Debenture Trust Company of New York and
Wilmington Trust Company in courts all across the country
alleging Creditor SLCFC Claims.  One of those actions is pending
before the U.S. District Court for the District of New Jersey,
where it named Merrill Lynch Trust Company, a division of Bank of
America, N.A.  The Noteholder Plaintiffs have filed a motion to
stay in the New Jersey Action, seeking a stay of the defendants'
time to answer to the complaint.

Representing BofA, Daniel L. Cantor, Esq., at O'Melveny & Myers
LLP, in New York -- dcantor@omm.com -- asserted that the Stay
Motion does not comply with the SLCFC Order, which provides that
absent further order of the Bankruptcy Court, litigation
commenced will automatically be stayed in the applicable state
courts or if not automatic in those state courts, then
application for the stay in accordance with the SLCFC Order will
be made by the Original Plaintiff Group or any other creditor
that files its own complaint.

Mr. Cantor averred that the SLCFC Order does not provide that the
stay is lifted upon entry of a confirmation order, noting that at
this point, it is unclear what provisions will be in a
confirmation order entered by the Bankruptcy Court and whether
those provisions will alleviate the concerns that led to the
Bankruptcy Court entering the SLCFC Order in the first place.
Instead, the SLCFC Order was deliberately drafted to avoid
precisely the ambiguity that the Noteholder Plaintiffs now seek
to reintroduce, he pointed out.  The Noteholder Plaintiffs also
contend that an October 31, 2011 outside date for a stay is
necessary because of case law disapproving of "indefinite stays."
However, this contention is unavailing in light of the SLCFC
Order's unambiguous terms, he argued.  Because the stay would be
tied to a definite event, the normal concerns regarding
indefinite stays do not apply here, he added.

Counsel to Aurelius Capital Management, LP and the Noteholder
Plaintiffs, Robert J. Lack, Esq., at Friedman Kaplan Seiler &
Adelman LLP, in Newark, New Jersey -- rlack@fklaw.com -- insisted
that neither of the deadlines set forth in the Stay Motion is
inconsistent with the SLCFC Order in light of the Bankruptcy
Court's comments at a hearing held on June 28, 2011.  Judge Carey
stated that, "[I]t's not my intention to interfere with the
prerogative of any other court, state or federal, with respect to
conduct of litigation before it."  Accordingly, it was proper to
provide in the proposed stay order that the District Court would
have the authority to lift the stay if the District Court
determined it was appropriate to do so, Mr. Lark asserted.

It is also appropriate to provide that the stay would terminate
upon the confirmation of a plan of reorganization in the Tribune
bankruptcy, Mr. Lark argued.  The existence of certain limited
objections to the competing plans of reorganization was a key
reason for the Bankruptcy Court's direction that the state-law
constructive fraudulent conveyance actions be stayed, he
explained.  It is likely that the Bankruptcy Court's confirmation
order will resolve the objections that led the Bankruptcy Court
to impose the stay, and will specify whether the stay will
persist or be lifted, he said.  The October 31, 2011 outside date
for the stay was included in response to Third Circuit law -
consistent with the law in the other jurisdictions in which the
state law actions were commenced - which disapproves of the
imposition of stays of "indefinite duration," he clarified.

The Noteholder Plaintiffs filed with the Bankruptcy Court a
proposed order regarding the Stay Motion as exhibit to Mr. Lark's
response.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Parties Close to Settlement in ESOP Lawsuit
-------------------------------------------------------
Employees and former workers who sued Tribune Co. over a failed
employee stock ownership plan are close to reaching a settlement,
according to people involved in the case, Lynne Marek of Crain's
Chicago Business reported.

Insurers for the defendants, including GreatBanc Trust Co., which
was a trustee for the plan, will pay a sum of less than $50
million, which was the insurance money available for a settlement
before legal defense costs started whittling down the amount, the
report says citing an unnamed source.

According to the report, the parties have been trying to sign an
agreement by next week so that they will be able to submit it in
Tribune's Chapter 11 cases later this month.  With the gross
settlement amount agreed on, the parties are discussing issues
like releases from future claims, according to the people.

In March 2011, Judge Rebecca R. Pallmeyer of the United States
District Court for the Northern District of Illinois denied
GreatBanc's request to cap damages for its liability in the
demise of the plan, Crain's Chicago Business relays.  In November
2010, the federal judge ruled that the trustee violated the
Employee Retirement Income Security Act when it let the ESOP buy
$250 million in shares as part of the 2007 leveraged buyout of
Tribune, the report says.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 60.05 cents-on-the-
dollar during the week ended Friday, Aug. 26, 2011, a drop of 2.39
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the debt.  The loan is one of
the biggest gainers and losers among 70 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Plan Declared Effective on Aug. 11
------------------------------------------------
As reported in the TCR on Aug. 8, 2011, the U.S. Bankruptcy Court
for the District of Delaware confirmed Trico Marine Services
Inc.'s Chapter 11 plan of liquidation, clearing the defunct marine
oil services company to distribute about $37 million to creditors.

On Aug. 11, 2011, the Plan became effective pursuant to the terms
thereof and, from and after the Effective Date, the terms of the
Plan began to govern the wind down and liquidation of the Plan
Debtors' estates and distributions of the Plan Debtors' assets to
their creditors.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provided subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


TRIMAS CORP: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on TriMas Corp., and revised the
outlook to positive from stable.

"The outlook revision to positive reflects the potential for an
upgrade if TriMas continues to perform better than our
expectations for the 'B+' rating. We believe TriMas will likely
continue to benefit from improving operating performance while
end-market conditions remain mixed, leading to free cash flow
generation of more than $50 million in 2011," said Standard &
Poor's credit analyst John Sico. "This will likely result in
leverage of less than 3.0x within the next year."

Standard & Poor's ratings on TriMas reflect the company's improved
credit measures as operating performance strengthens and it
continues to pay down debt. The risk of a covenant violation in
the near term is less likely. The company recently amended its
bank credit agreement and reset its interest coverage and leverage
covenants, and its better operating performance currently provides
adequate headroom, although the leverage covenant has step-downs
in the next few years.

"With the improvement in credit metrics and the key adjusted debt
to EBITDA ratio, we now view its financial risk profile as
aggressive compared with our prior assessment of highly leveraged.
We believe management will continue to focus on and support
improved credit metrics. Also, we see less risk stemming from the
private-equity sponsor's reduced ownership stake in this public
company," S&P related.

The ratings also reflect the company's presence in highly
competitive and cyclical markets. The company has leading
positions in certain focused markets, a relatively diverse array
of products and end markets, and a track record of average
profitability support the ratings.


TRIUMPH GROUP: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the corporate family and
probability of default ratings of Triumph Corporation, Inc. at
Ba2, and raised the outlook to positive from stable. Moody's also
affirmed the speculative grade liquidity rating of SGL-2,
indicating a near term good liquidity profile.

RATING RATIONALE

The positive outlook reflects Triumph's operating performance
ahead of Moody's expectation at the acquisition of Vought Aircraft
Industries, which closed in June of 2010 - with profit margins
having steadily grown over the past year, and the favorable
outlook for their major markets. The out-performance reflects
Triumph's enhanced position as a Tier One aerospace supplier, the
strong operating environment, and successful integration of Vought
with the legacy Triumph businesses to date. The accelerated
production rates of the airframers, strong recovery in commercial
aircraft orders and substantial order backlog should provide
durability to Triumph's operating performance improvement.

Strong operating performance has resulted in key credit metrics
(Debt to EBITDA of 3.4 times and Free Cash Flow to Debt of 12.7%)
that are strong for the Ba2 rating category. Moody's expects
Triumph to generate more than $300 million of free cash flow in
fiscal 2012. With the expectation of a continued strong operating
environment, Moody's expects that Debt to EBITDA will decline
towards 3.0 times and Free Cash Flows to Debt to be above 15% in
fiscal 2012 (ending in March 2012) -- supporting the positive
outlook.

The acquisition of Vought more than doubled Triumph's size (LTM
revenues were about $3.3 billion, versus about $1.3 billion in
fiscal 2010), providing sufficient scale to compete well as an OEM
supplier. Given the scale provided by the Vought purchase and
management's commitment to maintain a leverage target of Debt to
Total Capital below 40% (as reported), we believe that Triumph
will refrain from large debt financed acquisitions for the near
term. The broad installed base and diversity of platforms that
Triumph supplies --long-lived commercial (B737, B767, B777, A330)
and military (C-47, UH-60) aircraft -- and Triumph's position as
sole-source supplier on many programs supports the expectation of
a continued strong demand profile. The relative maturity of many
of Triumphs' commercial and military programs means that
internally-generated cash flows should remain strong for some
time, as these programs have known production characteristics and
require limited development spending (notwithstanding Boeing's
proposed re-engining of its B737 narrow-body). As well, Triumph's
supplier status to military aviation programs (about 30% of total
sales) provides some cushion from commercial aviation's high
cyclicality.

The SGL-2 speculative grade liquidity assessment reflects
Triumph's good liquidity, supported by the expectation of steady
free cash flow generation and availability under the company's
revolving credit facility. The revolving credit facility was up-
sized in February 2011 to $850 million from $535 million to fund
the redemption of the $350 million term loan B, and extended to an
April 2016 maturity date. Triumph is likely to maintain
comfortable cushion for the credit facility's financial covenants
(maximum Total Leverage of 4.5 times, maximum Senior Leverage of
3.0 times and minimum Interest Coverage of 3.0 times), because of
operating profit growth and continued debt repayments.

The positive rating outlook reflects Moody's expectation that
Triumph will further reduce leverage through application of free
cash flow and management of its pension liability. Upward revision
to Triumph's rating could occur if the company were to
sufficiently lower leverage such that Debt to EBITDA on a Moody's
adjusted basis is sustained below 3 times and Free Cash Flow to
Debt is sustained above 15%. The ratings and/or outlook could be
lowered with an unexpected decline occur in the commercial
aerospace sector or reduction announcements from Boeing or other
significant customers, leading to deterioration of Triumph's
operating performance. Triumph materially increasing debt levels
such that Debt to EBITDA exceeds 4.5 times on a sustained basis
could pressure the ratings down.

The principal methodology used in rating Triumph was the Global
Aerospace and Defense Industry Methodology published in June 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Triumph Group, Inc. principally designs, manufactures, and
overhauls aircraft components and structural assemblies for
commercial and military applications. Revenues were about $3.3
billion in the twelve months to June 30, 2011.


TRIUS THERAPEUTICS: Board Adopts Executive Severance Benefit Plan
-----------------------------------------------------------------
The Board of Directors of Trius Therapeutics, Inc., adopted an
Executive Severance Benefit Plan providing for certain severance
and change of control benefits, on terms recommended by the
Compensation Committee of the Board, to these executive officers
of the Company:

   * Jeffrey Stein, Ph.D., Chief Executive Officer
   * John P. Schmid, Chief Financial Officer
   * John Finn, Ph.D., Chief Scientific Officer
   * Philippe Prokocimer, M.D., Chief Medical Officer
   * Kenneth Bartizal, Ph.D., Chief Development Officer
   * Craig Thompson, Chief Commercial Officer

The Plan provides for the payment of certain benefits to each
eligible Plan participant upon a termination by the Company
without cause or resignation by the Plan participant for good
reason, both in connection with a change of control and not in
connection with a change of control, and subject to the Plan
participant's effective release of claims and compliance with the
other terms of the Plan.  In addition, to be eligible for the
benefits under the Plan, each participant must timely execute and
return a participation agreement, in the form prescribed by the
Plan, pursuant to which the participant agrees to be bound by the
terms of the Plan.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/IoKm0J

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at June 30, 2011, showed
$61.15 million in total assets, $14.85 million in total
liabilities, and $46.29 million in total stockholders' equity.


TROPICANA PARTNERS: Lender Wants to Foreclose on Property
---------------------------------------------------------
Steve Green at Vegas Inc. reports secured lender Branch Banking &
Trust Co. of Winston-Salem, N.C. asked the U.S. Bankruptcy Court
in Las Vegas for permission to foreclose on the properties, saying
Tropicana Partners 2 has no equity in the developments and "the
current value of the property is significantly less than the
secured indebtedness."

"In the current real estate market, there is no possibility of
selling or refinancing the property to generate sufficient monies
to pay off the BB&T secured loans," said the filing by the bank,
which picked up the mortgage loans when it acquired certain assets
of the failed Colonial Bank on Aug. 14, 2009.

According to the report, the properties listed in the foreclosure
filing are at 5693 S. Jones Blvd. and 9827 W. Tropicana Ave. in
Las Vegas and at 594 N. Stephanie St. in Henderson.

The report says attorneys for the bank said in their filing that
Tropicana Partners 2 is in default on the loans encumbering the
properties and that $5.6 million is due on the Jones Boulevard
loan, $4.2 million is due on the Tropicana Avenue loan and that
$5.6 million is due on the Stephanie Street mortgage.

Attorneys for Tropicana Partners 2 have not yet responded to the
request that the bank be allowed to seize the properties.

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14920) on April 1, 2011.  Terry V. Leavitt, Esq., at Terry V.
Leavitt, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 74.50 cents-on-the-dollar during the week
ended Friday, Aug. 26, 2011, a drop of 1.40 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10. 2014.  The loan is one of the biggest
gainers and losers among 70 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

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

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

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

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

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


U-SWIRL INC: Posts $47,700 Net Loss in 2nd Quarter
--------------------------------------------------
U-Swirl, Inc., formerly Healthy Fast Food, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of $47,797 on
$824,449 of revenues for the three months ended June 30, 2011,
compared with a net loss of $39,043 on $846,230 of revenues for
the same period last year.

The Company reported a net loss of $243,241 on $1.4 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $301,711 on $1.4 million of revenues for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $2.6 million
in total assets, $829,392 in total liabilities, and stockholders'
equity of $1.8 million.

As reported in the TCR on March 15, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, expressed substantial doubt about Healthy Fast
Food's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that
Company has incurred recurring losses and lower-than-expected
sales.

A copy of the Form 10-Q is available at http://is.gd/XXTS6g

Henderson, Nev.-based U-Swirl, Inc., opened its first company-
owned U-Swirl cafe in the Las Vegas metropolitan statistical area
(the "Las Vegas MSA") in March 2009, and it has since developed
five more company-owned cafes in the Las Vegas MSA.  In addition,
the original U-Swirl cafe in Henderson, Nevada, continues to
operate as a franchisee.


ULTIMATE ESCAPES: Files Amended Chapter 11 Plan of Liquidation
--------------------------------------------------------------
BankruptcyData.com reports that Ultimate Escapes filed with the
U.S. Bankruptcy Court an Amended Chapter 11 Plan of Liquidation
and related Disclosure Statement.

"A cornerstone of the Plan is the implementation of the
CapitalSource Settlement, which is a settlement between the
Debtors, CapitalSource, and each of their respective Affiliates.
The CapitalSource Settlement has been incorporated into the Plan,
under which the final $300,000 of financing approved under the
Final DIP Order shall be funded on the Effective Date and apply to
satisfy Allowed Administrative Claims, including any Deferred
Professional Compensation Claims," according to the Disclosure
Statement obtained by BData.

                       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.


ULTIMATE ESCAPES: Committee Objects to Exclusivity Extension
------------------------------------------------------------
BankruptcyData.com reports that Ultimate Escapes' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court objections to the Debtors' motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof and, separately, to the Debtors'
Disclosure Statement related to its Chapter 11 Plan of
Liquidation.

According to BData, the committee asserts, "As set forth in the
Disclosure Statement Objection, the Disclosure Statement lacks
adequate information and the Debtors' Plan is wholly premised on a
questionable settlement with the secured lender. Indeed, the
Committee has filed an adversary action with the Court seeking
clarification regarding the very basis of the proposed settlement.
As a result, exclusivity should not be extended so that the
Committee, if it is decided to be in the best interests of the
creditors, may file and pursue a plan of liquidation as modified
by the relief sought through the above-mentioned adversary
action."

                        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.


ULURU INC: Posts $1 Million Net Loss in 2nd Quarter
---------------------------------------------------
ULURU Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.0 million on $80,186 of revenues for the three
months ended June 30, 2011, compared with a net loss of
$2.2 million on $231,634 of revenues for the same period last
year.

The Company reported a net loss of $2.2 million on $155,357 of
revenues for the six months ended June 30, 2011, compared with a
net loss of $3.5 million on $466,864 of revenues for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $7.6 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $5.7 million.

As reported in the TCR on April 25, 2011, Lane Gorman Trubitt,
PLLC, in Dallas, Tex., expressed substantial doubt about ULURU'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, negative cash flows
from operating activities and is dependent upon raising additional
funds from strategic transactions, sales of equity, or issuance of
debt.

A copy of the Form 10-Q is available at http://is.gd/tE6QeH

Addison, Tex.-based ULURU Inc. (NYSE AMEX: ULU)
-- http://www.uluruinc.com/-- is a specialty pharmaceutical
company focused on the development of a portfolio of wound
management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex(R) Aggregate technology and
OraDisc(TM) transmucosal delivery system.


UNION PACIFIC: Moody's Maintains '(P)Ba1' Pref. Shelf Ratings
-------------------------------------------------------------
Moody's Investors service has changed the ratings outlook for the
debt of Union Pacific Corporation and its subsidiaries to positive
from stable. UP's main operating subsidiary, Union Pacific
Railroad Company has a senior unsecured rating of Baa1, while
Union Pacific Corporation has a senior unsecured rating of Baa2.
These actions recognize the steady improvements in operating
performance that the company has achieved through the cycle, and
is expected to continue to produce over the near term. This, along
with a strong liquidity profile that mitigates the impact of a
sizeable share repurchase program, should result in credit metrics
that are supportive of an A3 rating at UPRR (Baa1 at UP) over the
next 6 to 12 months.

Moody's also maintains these ratings on Union Pacific Corporation
and its affiliates:

Senior Unsecured (domestic currency) ratings of Baa2

Senior Unsecured MTN (domestic currency) ratings of (P)Baa2

LT Issuer Rating rating of Baa2

Senior Unsec. Shelf (domestic currency) ratings of (P)Baa2

Subordinate Shelf (domestic currency) ratings of (P)Baa3

Pref. Shelf (domestic currency) ratings of (P)Ba1

Commercial Paper (domestic currency) ratings of P-2

BACKED LT IRB/PC (domestic currency) ratings of Baa2

Union Pacific Railroad Company

Equipment Trust (domestic currency) ratings of Aa3/A2

Senior Secured (domestic currency) ratings of Aa3

RATINGS RATIONALE

Moody's cites Union Pacific's steady improvement in operating
margins throughout the industry cycle as a key supporting factor
behind Moody's expectations for strong operating cash flows over
the next few years. UP's margins, which in the past lagged other
Class I railroads, are now among the best in the industry. The
company has been able to achieve this through strong revenue
growth in a favorable pricing environment. Moody's notes that UP's
diverse freight mix contributes to the continued yield growth that
the company enjoys at a time of volatile economic drivers. This
will be important to offset emerging cost pressures (fuel, labor,
and equipment). Moody's expect that the company will be able to
generate operating cash flow in the range of $4 to $5 billion
annually through 2012, even in the event of a slower-growth
scenario, which is important to cover system and equipment
spending at levels necessary to maintain service levels, which in
turn are needed to support pricing.

The positive rating outlook reflects Moody's expectations that UP
will be able to maintain its operating ratio in the low-70% range
through 2011. This should result in strong positive free cash flow
that will cover a substantial portion of planned share
repurchases. Debt levels are not expected to increase materially
over this time.

Ratings could be raised if the company shows that it can sustain
stronger credit metrics under a weakening economic outlook
scenario, with Debt to EBITDA at under 2.0 times, Retained Cash
Flow to Debt in excess of 30%, and EBITA to Average Assets in
excess of 10%. The ability to sustain capital spending throughout
the cycle in excess of 15% of revenue while executing shareholder
initiatives in a manner that preserves its credit quality will
also be important to upward rating consideration.

Ratings could be stabilized if operating conditions sharply
deteriorate unexpectedly over the near term, possibly from the
onset of recessionary conditions in the US, resulting in leverage
that returns to above 2.0 times or Retained Cash Flow to Debt that
approaches 25%.

The principal methodology used in rating Union Pacific Corporation
was the Global Freight Railroad Industry Methodology published in
March 2009.

Union Pacific Corporation, based in Omaha, Nebraska, operates a
Class I railroad in the western United States.


UNIQUE WIRELESS: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Dailynews.com reports that Unique Wireless Inc., 20929 Ventura
Blvd., Suite 325, Woodland Hills, filed for Chapter 7 in Los
Angeles County (SV11-18949-VK).  The Company did not disclose its
assets and debts.


UNIVERSAL BIOENERGY: Engages Bongiovanni as New Accountants
-----------------------------------------------------------
Universal Bioenergy Inc. notified S.E. Clark & Company P.C., that
it was dismissed as the Company's independent registered public
accounting firm.  The decision to dismiss "Clark" as the Company's
independent registered public accounting firm was approved by the
Company's Board of Directors on Aug. 18, 2011.

The reports of "Clark" on the Company's financial statements as of
and for the years ended Dec. 31, 2010, 2009, and 2008, and for
the period Aug. 31, 2004, through Dec. 31, 2009, were prepared
assuming that the Company will continue as a going concern.  The
reports also contained explanatory paragraphs which noted that
there was substantial doubt as to the Company's ability to
continue as a going concern, as the Company had an accumulation of
losses and a shortage of capital, and the Company's ability to
meet its obligations and continue as a going concern is dependent
upon its ability to obtain additional financing, achievement of
profitable operations or the discovery, exploration, development
and sale of gas reserves.

During the years ended Dec. 31, 2010, 2009, and 2008, and for the
period Aug. 31, 2004, through Dec. 31, 2009, and through Aug. 18,
2011, the Company has not had any disagreements with Clark on any
matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedure, which disagreements,
if not resolved to Clark's satisfaction, would have caused them to
make reference thereto in their reports on the Company's financial
statements for those periods.

The Company has been delinquent in filings the 10-Q's for the
quarters ended March 31, 2011, and June 30, 2011, which should
have been filed with extension by Aug. 22, 2011.

On Aug. 18, 2011, the Company engaged Bongiovanni & Associates,
CPA's as its independent registered public accounting firm for the
Company's fiscal year ended Dec. 31, 2011.  The decision to engage
Bongiovanni as the Company's independent registered public
accounting firm was approved by the Company's Board of Directors.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with Bongiovanni regarding
either:

   (a) The application of accounting principles to any specified
       transaction, either completed or proposed, or the type of
       audit opinion that might be rendered on the Company's
       financial statements, and neither a written report was
       provided to the Company nor oral advice was provided that
       Bongiovanni concluded was an important factor considered by
       the Company in reaching a decision as to the accounting,
       auditing or financial reporting issue; or

   (b) any matter that was either the subject of a disagreement
       or a reportable event (as described in paragraph (a)(l)(v)
       of Item 304 Regulation S-K).

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Dec. 31, 2010, showed $13.26
million in total assets, $13.31 million in total liabilities and a
$49,427 total stockholders' deficit.

S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.


UNIVERSAL CITY: Fitch Keeps Watch Positive on 'BB+' Issuer Rating
-----------------------------------------------------------------
Fitch Ratings has assigned a 'F2' short-term issuer default rating
(IDR) and commercial paper rating to NBCUniversal Media, LLC. In
addition Fitch has affirmed the 'BBB' IDR assigned to
NBCUniversal, a direct wholly owned subsidiary of NBC Universal,
LLC.  Related issue ratings were also affirmed, and a full list is
shown below. The rating Outlook is Stable.  As of June 30, 2011
NBCU had approximately $9.1 billion of debt outstanding.

Fitch's rating action follows NBCUniversal's launch of a $1.5
billion commercial paper (CP) program.  Fitch does not expect
that the CP program will materially alter the company's capital
structure or credit profile.  The CP program will add to the
company's financial flexibility by adding an alternative source
of short-term financing.

NBCUniversal's $1.5 billion senior unsecured revolving credit
facility will provide a 100% liquidity back-up to the CP program.
Commitments under the revolver will expire on June 28, 2016,
limiting the renewal risks during the short-term.  As of July 1,
2011 approximately $750 million was outstanding under the
revolver.

Fitch considers NBCUniversal's internally generated liquidity to
be strong. NBCUniversal's high conversion of EBITDA into free cash
flow is a key consideration supporting the 'F2' ratings.  Based
primarily in the strength of its cable network segment,
NBCUniversal is expected to generate consistent levels of free
cash flow providing the company with significant financial
flexibility.  During the first six months of 2011, on a pro-forma
basis (as if the joint venture started on Jan. 1, 2011)
NBCUniversal converted approximately 44% of its $1.497 billion of
EBITDA into free cash flow.

The company does not have any material maturities scheduled during
2011, and outside of the subordinated note due to Comcast
Corporation, the company does not have a material maturity
scheduled until 2014.  Fitch expects that during the ratings
horizon free cash flow will amount to approximately 8% to 9% of
consolidated revenues.

The 'F2' ratings are in line with the mapping established in
Fitch's short-term ratings criteria.

Overall, the ratings incorporate NBCUniversal's size, scale,
leading brand positions and diversity of operations and business
risk as one of the world's most prominent media and entertainment
companies. Central to Fitch's ratings and a key strength of the
company's credit profile is NBCUniversal's portfolio of leading
cable networks.  Fitch considers cable networks one of the
strongest subsectors in the media and entertainment industry,
providing NBCUniversal with a revenue base largely consisting of
stable, recurring and high margin affiliate fee revenue generated
from multichannel video programming distributors as well as a
significant source of NBCUniversal's free cash flow generation.

Rating concerns center on the secular issues challenging
NBCUniversal's Broadcast Television segment, including time-
shifting technologies and internet based content, as well as the
cyclicality of advertising revenues.  Fitch believes that on a
total company basis NBCUniversal generates less than half of its
revenues from advertising -- in line with its media peer group.
In addition to the secular and cyclical risks, strategic missteps
within NBCUniversal's Filmed Entertainment and Broadcast
Television segments have the operating performance of these
business segments lagging behind their peer group and have
negatively affected profitability.  Going forward, operating
strategy is expected to focus on effectively managing the cost
structure and programming costs.

The Stable Outlook reflects Fitch's expectation for consistent
free cash flow generation, the company's ability to improve the
profitability of its Broadcast Television and Filmed Entertainment
segments, and the secular threats to NBCUniversal's Broadcast and
Filmed Entertainment segments not materially impacting operating
results during the current ratings horizon.

Fitch has assigned the following ratings with a Stable Outlook:

NBC Universal Media, LLC

  -- Short-term IDR at 'F2'
  -- Commercial Paper at 'F2'

Fitch has affirmed the following ratings with a Stable Outlook:

NBC Universal Media, LLC

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.
  -- Senior Unsecured Revolver at 'BBB'.

Fitch maintains the following ratings on Rating Watch Positive:

Universal City Development Partners, Ltd.

  -- IDR 'BB+';
  -- Senior unsecured debt 'BB+'
  -- Senior subordinated debt 'BB'.


UNIVITA HEALTH: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Scottsdale, Ariz.-based insurance administration
services and integrated health care company Univita Health Inc.
The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating and a '3'
recovery rating, indicating meaningful (50%-70%) recovery in the
event of payment default, to the company's $220 million senior
secured credit facility. The facility consists of a $20 million
revolving credit facility due 2016 and a $200 million term loan B
due 2017," S&P said.

The company used the proceeds from the credit facility to
refinance existing first-lien and mezzanine debt and to pay
transaction-related expenses and fees. Genstar Capital incurred
the first-lien and mezzanine debt to purchase Long Term Care Group
Inc. in 2008 and Atenda Healthcare Solutions in 2009; the
combination of those companies created Univita Health Inc.

"The ratings on Univita reflect our expectation that the financial
sponsorship of the company will dominate its low-speculative-grade
rating," said Standard & Poor's credit analyst Michael Berrien.
Considering the accrual of holding company paid-in-kind (PIK)
cumulative preferred units, which we view as debt under our
criteria, the highly leveraged financial risk profile reflects pro
forma lease- and preferred stock-adjusted leverage of more than
9x." "At the same time,"added Mr. Berrien, "we believe that
Univita's business risk profile is weak, given its relatively
small size in each of its three niche businesses, customer and
geographic concentration, and the potential for competition from
larger companies in the integrated health care business."


URBAN BRANDS: Court Sets Sept. 7 Plan Disclosures Hearing
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
conduct a hearing on Sept. 7, 2011, at 1:30 p.m., to consider
approval of the Disclosure Statement describing UBI Liquidating
Corp., and its affiliated debtors' Joint Chapter 11 Plan of
Liquidation dated July 20, 2011.

On the Effective Date, the UBI Liquidating Trust will be
established pursuant to the Liquidating Trust Agreement for the
purpose of, inter alia, (a) administering the Liquidating Trust
Fund, (b) resolving all Disputed Claims, (c) pursuing the Retained
Causes of Action, and (d) making all Distributions to the
Beneficiaries under the Plan.

The Plan divides the various claims and interests into 5 classes.
These classes and the respective treatments of each are as shown
below:

Class 1. Bank of America Secured    Unimpaired   Paid in Full
           Lender Claims
Class 2. Other Secured Claims       Unimpaired   Paid in Full
Class 3. Priority Non-Tax Claims    Unimpaired   Paid in Full
Class 4. General Unsecured Claims   Impaired     Est. Recovery
                                                 - 3.0%-7.0%
Class 5. Equity Interests           Impaired     Recovery: None

The UBI Liquidating Trust will pay each holder of an Allowed
Unsecured Claim its Pro Rata share of the Liquidating Trust Fund
pursuant to one or more distributions.

Holders of Equity Interests will neither receive nor retain any
property under the Plan, and on the Effective Date, these
Interests will be deemed canceled.

Class 4 (General Unsecured Claims) is the only class entitled to
accept or reject the Plan.  Class 1, Class 2 and Class 3 are not
impaired and are conclusively deemed to have accepted the Plan.

A copy of the Disclosure Statement dated July 20, 2011, is
available at http://bankrupt.com/misc/urbanbrands.DS.pdf

                        About Urban Brands

Urban Brands, Inc., owed and retail stores under the Ashley
Stewart brand name, a nationally recognized brand for plus sized
urban women.  It sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-13005) on Sept. 21, 2010.  The Company
estimated assets of $10 million to $50 million and debts of
$100 million to $500 million in its Chapter 11 petition.  Chun I.
Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq., at
Richards, Layton Finger, P.A., in Wilmington, Delaware, serve as
counsel to the Debtors.  BMC Group, Inc., is the claims and notice
agent.  The DIP Lender is represented by Donald E. Rothman, Esq.,
at Riemer & Braunstein LLP.

As reported by the Troubled Company Reporter on Oct. 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor.


URBAN BRANDS: Plan Exclusivity Extended to Sept. 19
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
UBI Liquidating Corp., formerly Urban Brands, Inc., and its
affiliated debtors' exclusive periods to file and solicit
acceptances for the Debtors' proposed chapter 11 plan until
July 20, 2011, and Sept. 19, 2011, respectively.

                        About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor.


U.S. POSTAL SERVICE: Looks to Cut Up to 120,000 Jobs
----------------------------------------------------
The Associated Press reports that the U.S. Postal Service is
considering cutting as many as 120,000 jobs.

Facing a second year of losses totaling $8 billion or more, the
agency also wants to pull its workers out of the retirement and
health benefits plans covering federal workers and set up its own
benefit systems, according to the AP.

The news agency says congressional approval would be needed for
either step, and both could be expected to face severe opposition
from postal unions which have contracts that ban layoffs.

According to the AP, the post office has cut 110,000 jobs over the
last four years and is currently engaged in eliminating 7,500
administrative staff.  In its 2010 annual report, the AP relates,
the agency said it had 583,908 career employees.

The loss of mail to the Internet and the decline in advertising
caused by the recession have rocked the agency, the report notes.

The AP relates that postal officials have said they will be unable
to make a $5.5 billion payment to cover future employee health
care costs due Sept. 30.  It is the only federal agency required
to make such a payment but, because of the complex way government
finances are counted, eliminating it would make the federal budget
deficit appear $5.5 billion larger, the AP states.

The agency said earlier that if Congress doesn't act and current
losses continue, the post office will be unable to make that
payment at the end of September because it will have reached its
borrowing limit and simply won't have the cash to do so, the AP
adds.


US XPRESS: S&P Affirms Corp. Credit Rating at 'B+'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tenn.-based US Xpress Enterprises Inc., including the
'B+' long-term corporate credit rating. The outlook is negative.
"At the same time, we maintained our 'B+' issue-level rating on
the company's amended and extended senior secured credit facility
with a '4' recovery rating, indicating our expectations that
lenders would receive meaningful (50%-70%) recovery of principal
in a payment default scenario," S&P related.

"Our ratings affirmation reflects US Xpress' improved liquidity as
a result of the amended covenants and extended revolver. Its
earnings have strengthened as a result of improving supply and
demand in the trucking sector," said Standard & Poor's credit
analyst Anita Ogbara. "While we expect some further improvements,
these gains may be constrained by the increased risk of a
weakening economy. We also believe the earnings improvement may
not be sufficient to meet tighter covenants in the third quarter
of 2012, when the covenants return to previous levels."

The ratings on US Xpress reflect the intensely competitive, highly
fragmented, cyclical truckload (TL) market in which it operates
and the company's highly leveraged capital structure. US Xpress'
significant business position as a major TL carrier with good
customer, end-market, and geographic diversity partially offsets
these factors. "We categorize its business profile as weak,
financial profile as aggressive, and liquidity as adequate," S&P
said.

Over the past few quarters, there have seen signs of improving
financial performance due to tight capacity in the TL spot market,
higher fleet utilization rates, fewer empty miles (driving without
freight loads), and stabilizing pricing trends. TL carriers
responded to the weak tonnage environment (which started in late
2006) by decreasing capital expenditures, shrinking fleets, and
reducing wages and other variable operating expenses. Like other
trucking companies, US Xpress is subject to cost pressures --
specifically rising fuel costs.

While its fuel costs are significant, US Xpress, like most other
large trucking companies, has been able to substantially mitigate
the effect of increased prices through surcharges. However, there
is a modest timing lag in the fuel surcharge. Still, with
operating margins (before depreciation and amortization) in the
low-teen percent range, profitability is consistent with leading
industry peers. "Although new regulatory requirements stemming
from Comprehensive Safety Analysis (CSA) 2010 will increase
operating costs and wages for trucking companies, we believe large
TL carriers, like US Xpress, are better positioned to handle these
costs than smaller carriers, who may find these costs onerous. As
a result, we expect capacity to rationalize further and pricing
trends to improve," S&P related.

The outlook is negative. "Given anticipated gradual further
improvement in demand and pricing trends in the TL sector, we
expect US Xpress' operating performance to improve and its
liquidity position to stabilize over the next few quarters," Ms.
Ogbara continued. "However, if earnings pressure results in
reduced cushion under its covenants, or if FFO to total debt
consistently falls below 15%, we could lower the ratings. On the
other hand, we could revise the outlook to stable if sustained
earnings improvement and anticipated debt reduction result in
additional cushion under the company's amended covenants and
strengthened credit metrics."


USA UNITED: MV Transportation Acquires Firm for $9 Million
----------------------------------------------------------
American Bankruptcy Institute reports that USA United Fleet Inc.
has been sold to fellow transportation operator MV Transportation
Inc. for $9 million.

Based in Staten Island, New York, USA United Fleet, Inc., aka
Shoreline Fleet, Inc., operates more than 400 buses under several
affiliates.  The Company 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., represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and $50
million.


VALCOM INC: Posts $542,300 Net Loss in Q3 Ended June 30
-------------------------------------------------------
ValCom, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $542,302 on $166,890 of revenues for the three months
ended June 30, 2011, compared with a net loss of $964,469 on
$98,354 of revenues for the the same period of the prior
fiscal year.

The Company reported net income of $15.05 million on $626,056 of
revenues for the nine months ended June 30, 2011, compared with a
net loss of $2.32 million on ($20,245) of revenues for the same
period ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$25.82 million in total assets, $4.11 million in total
liabilities, and stockholders' equity of $21.71 million.

The Company incurred net income of $15.05 million due to the
inventory adjustment and cash flows used in operations of $3.15
million for the nine months ended June 30, 2011, and had retained
earnings of $2.30 million at June 30, 2011.  "Notwithstanding the
inventory adjustment, these conditions raise substantial doubt
about the Company's ability to continue as a going concern."

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

                        About ValCom Inc.

ValCom, Inc., through its subsidiaries, operates as a diversified
entertainment company in the United States.  Its Broadcasting
division operates My Family TV, a network created for American
families.  It has a library of approximately 1,000 films, 200
episodic TV series, and 500 individual TV one-off specials and
documentary programs.  The Company's Film and TV Program
Production division includes television production for network and
syndication programming, motion pictures, and real estate
holdings.  Its Live Theater and Event division provides live shows
and events to fruition.  The Company's Distribution division
offers distribution and syndication services to producers.  It
distributes third party film and TV programming, as well as music
titles.  Its Real Estate and Other Broadcast Event Auctions
division produces live event auctions covering a range of events
for TV broadcast and live Webcast.  The Company serves movie
studios and television networks.  Valcom, Inc., was founded in
1983 and is based in Indian Rocks Beach, Florida.


VALENCE TECHNOLOGY: Obtains Favorable Ruling on Patent Lawsuit
--------------------------------------------------------------
Valence Technology, Inc., prevailed in the appeal of a patent
infringement lawsuit regarding the Company's carbothermal
reduction technology.

The Canadian lawsuit was filed against Phostech Lithium, Inc., on
Jan. 31, 2007.  Valence received a favorable judgment by the Trial
Court this past February which was subsequently appealed by
Phostech.  Canada's Federal Court of Appeal heard the appeal the
week of June 6, 2011, and on Aug. 17, 2011, ruled in Valence's
favor, dismissing the appeal with costs.  The Federal Court of
Appeal affirmed the lower court's finding of Phostech's
infringement of Valence's carbothermal reduction Canadian patent,
number 2,395,115 and found Valence's Patents 2,395,115 and
2,466,366 valid.  The injunction ordered by the trial court is
reinstated, which bars Phostech from making, using and selling
cathode materials made by Valence's patented process.  Valence is
entitled to reasonable compensation and costs for the trial and
subsequent appeal, as well as an election of either an accounting
of profits or damages.  The determination of damages and costs
will be dealt with in a separate Court proceeding.

"We are very pleased the Canada Federal Court of Appeal agreed
with Justice Johanne Gauthier's February ruling.  Our lithium
phosphate technology delivers the superior performance, safety and
cycle life today's commercial applications demand.  Furthermore,
as our global patent estate grows, we will continue to vigorously
protect our worldwide intellectual property," stated Valence
president and chief executive officer Robert L. Kanode.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on $45.88
million of revenue for the year ended March 31, 2011, compared
with a net loss of $23.01 million on $16.08 million of revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $44.74
million in total assets, $90.58 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$54.45 million total stockholders' deficit.

The Company said that as a result of the Company's limited cash
resources and history of operating losses there is substantial
doubt about its ability to continue as a going concern.  The
Company presently has no further commitments for financing by the
Company's Chairman Carl Berg and or his affiliates.  Recently, the
Company has depended on sales of its common stock under the At-
Market Issuance Agreement with Wm. Smith & Co and short term loans
and stock sales with Mr. Berg.  If the Company is unable to obtain
additional financing from Mr. Berg, through the Company's
agreement with Wm. Smith & Co, or others on terms acceptable to
us, or at all, the Company may be forced to cease all operations
and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VALLEY FORGE: Posts $407,600 Net Loss in 2nd Quarter
----------------------------------------------------
Valley Forge Composite Technologies, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $407,689 on
$3.2 million of sales for the three months ended June 30, 2011,
compared with net income of $234,524 on $3.6 million of sales for
the same period last year.

The Company reported net income of $280,250 on $9.6 million of
sales for the six months ended June 30, 2011, compared with a net
loss of $258,835 on $8.2 million of sales for the same period of
2010.

The Company's balance sheet at June 30, 2011, showed $7.7 million
in total assets, $5.9 million in total liabilities, all current,
and stockholders' equity of $1.7 million.

As reported in the TCR on April 21, 2011, R.R. Hawkins &
Associates International, PSC, in Los Angeles, expressed
substantial doubt about Valley Forge Composite's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred net losses since inception.

A copy of the Form 10-Q is available at http://is.gd/EJM2gu

Covington, Ky.-based Valley Forge Composite Technologies, Inc.,
has, since Sept. 11, 2001, focused on the development and
commercialization of its counter-terrorism products.  These
products include an advanced detection capability for illicit
narcotics, explosives, and bio-chemical weapons using photo-
nuclear reactions to initiate secondary gamma quanta the result of
which is a unique and distinguishable signal identifying each
component of a substance.  This product is known as the THOR LVX
photonuclear detection system ("THOR").  The development and
commercialization of THOR is the present focus of Detection
Systems, Inc.


VIDEO MONITORING: Files for Chapter 7 Liquidation
-------------------------------------------------
O'Dwyer reports that Video Monitoring Services of America LP shut
down operations and laid off its entire staff on Friday.

Staffers were told of the news during a noon meeting and
conference call Friday from New York.  O'Dwyer says company
executives spent Thursday weighing options after VMS' primary
lender, Capitol One, said Wednesday that it would no longer fund
operations.

The company is believed to have filed for chapter 7 bankruptcy,
although that has not yet been confirmed, O'Dwyer notes.

According to O'Dwyer, CEO David Stephens told staffers that high
costs from rent agreements, coupled with VMS' lack of market share
in the social media monitoring space were among factors
contributing to its downfall.

"I think people are shocked," said Darren Drevik, communications
and marketing director of VMS who joined the company last year,
told O'Dwyer's.

O'Dwyer relates that Mr. Drevik said staffers were paid through
Friday but were not offered severance or ongoing health benefits.
Unresolved payments like expenses, as well as communications with
customers, will be handled by a trustee to be appointed by a
bankruptcy court, O'Dwyer adds.

                            About VMS

New York-based Video Monitoring Services of America, LP provides
news media monitoring, advertising monitoring and analysis, and
integrated media solutions.  The company offers media monitoring
services and Web-based media management solutions for news
coverage in media, including television, radio, newspapers,
magazines, and the Internet. Video Monitoring Services of America,
LP serves public relations firms, advertising agencies, and
marketers.


VOICESERVE INC: Posts $1.1 Million Net Loss in Q1 Ended June 30
---------------------------------------------------------------
Voiceserve, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $1.2 million of revenues
for the three months ended June 30, 2011, compared with net income
of $125,509 on $1.1 million of revenues for the same period last
year.

The Company's balance sheet at June 30, 2011, showed $2.7 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $1.3 million.

As reported in TCR on July 12, 2011, Michael T. Studer CPA P.C.,
of Freeport, New York, expressed substantial doubt about
Voiceserve, Inc.'s ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2011.  Mr. Studer noted that as of March 31, 2011, the
Company had negative working capital of $313,059.  Further, since
inception, the Company has incurred losses of $3,766,212.

Headquartered in Middlesex, England, Voiceserve, Inc.
(OTC BB: VSRV) -- http://www.voiceserve.com/-- is a software
platform provider focusing primarily on delivering affordable,
complete, next generation services to Internet Telephony Providers
(ITSPs).


VONAGE HOLDINGS: S&P Withdraws 'B+' CCR Following Financing
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating and 'BB' issue-level rating on Holmdel, N.J.-based
Vonage Holdings Corp. The ratings were withdrawn at the company's
request following the refinancing of its $200 million term
loan with a new credit facility, which does not require the
maintenance of a credit rating.


WARNER MUSIC: Board Elects Edgar Bronfman as Chairman
-----------------------------------------------------
Warner Music Group Corp. announced that Edgar Bronfman, Jr., who
had been serving as the company's Chief Executive Officer, has
been appointed to the position of Chairman of the company's Board
of Directors and Stephen F. Cooper, who had been serving as
Chairman, has been elected to serve as WMG's Chief Executive
Officer.  Bronfman will focus on the company's strategy and growth
opportunities while Cooper will be responsible for the company's
day-to-day operations.  Cooper will continue to serve on the
company's Board of Directors.

Lyor Cohen, Chairman and CEO, Recorded Music and Cameron Strang,
Chairman and CEO of Warner/Chappell Music, will remain in their
positions, reporting directly to Cooper.

Thomas H. Lee, the Chairman and CEO of Thomas H. Lee Capital, LLC,
who served as a member of WMG's Board from March 2004 through July
2011, has been elected as a new Director of WMG.  With the
appointment of Lee, the size of WMG's Board has increased from
nine to 10 members.

Bronfman said, "With the Access Industries transaction closed and
WMG well-positioned for its next exciting chapter, it was clear
that in order to best seize the strategic opportunities before us,
we needed to deploy our team in the most effective and imaginative
manner possible.  Given my desire to focus on growth opportunities
and Steve's extensive background in management across a wide array
of companies and industries, I am grateful that Steve accepted the
offer to change roles and to serve as our CEO.  I look forward to
continuing our successful partnership."

Bronfman added, "I'm pleased to welcome Tom Lee to our Board.  Tom
and I previously served together on WMG's Board, and his
contributions were invaluable.  We're fortunate that going forward
we'll be able to benefit from his insight and his history with the
company."

In addition to his role with WMG, Cooper, is a member of the
Supervisory Board for LyondellBasell Industries N.V., one of the
world's largest olefins, polyolefins, chemicals and refining
companies. Cooper is an advisor at Zolfo Cooper, a leading
financial advisory and interim management firm, of which he was a
co-founder and former Chairman.  Cooper is also Managing Partner
of Cooper Investment Partners, a private equity firm.  He has more
than 30 years of experience as a financial advisor, and has served
as chairman or chief executive officer of various businesses,
including Vice Chairman and member of the office of Chief
Executive Officer of Metro-Goldwyn-Mayer, Inc., and Chief
Executive Officer of Hawaiian Telcom.  Cooper received a B.A. from
Occidental College and an M.B.A. from the University of
Pennsylvania Wharton School of Business.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed $3.58 billion
in total assets, $3.87 billion in total liabilities and a $289
million total deficit.

                         *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WAXESS HOLDINGS: Sells 101 Units to Investors for $2.5 Million
--------------------------------------------------------------
AirTouch Communications, Inc., formerly known as Waxess Holdings,
entered into subscription agreements with certain investors
whereby it sold an aggregate of 101 units, with each Unit
consisting of 12,500 of the Company's common stock, par value
$0.001 per share and one two- year warrant to purchase 12,500
additional shares of Common Stock at an exercise price of $3.00
per share for a per Unit purchase price of $25,000 and aggregate
gross proceeds of $2,525,000.

In connection with the Offering, the Company has entered into
registration rights agreements with the Investors, pursuant to
which the Company has agreed to file a "resale" registration
statement with the SEC within 45 days from the final closing date
of the Offering, covering all shares of the Common Stock sold in
the Offering, including the shares of Common Stock underlying the
Warrant and the shares of Common Stock underlying the warrants
issued to the placement agent.

The Company is obligated to pay the Investors a fee of 3% per
month of the Investors' investment, payable in cash or shares of
Common Stock, for every 30 day period up to a maximum of 10%.

The Warrants may be exercised until the second anniversary of
their issuance at a cash exercise price of $3.00 per share,
subject to adjustment.  If at any time after 12 months from the
date of issuance of the Warrant there is no effective registration
statement registering the resale of the Common Stock underlying
the Warrants, the Warrants may, during such period, be exercised
on a "cashless" basis.

In connection with the Offering, the Company paid aggregate
placement agent fees consisting of (i) $277,300 and (ii) issued
three year Warrants to purchase that number of Units equal to 9%
of the Units sold in the Offering.

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

                       http://is.gd/lLLJpd

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company's balance sheet at June 30, 2011, showed $1.19 million
in total assets, $880,561 in total liabilities and a $317,872 in
total stockholders' equity.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WEST CORP: Files 6th Amendment to Form S-1 Registration
-------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission Amendment No.6 to Form S-1 registration statement
relating to the public offering of an unspecified number shares of
common stock of the Company.  No public market for the Company's
common stock has existed since its recapitalization in 2006.

Stockholders also offering additional shares of the Company's
common stock.  The Company will not receive any of the proceeds
from the sale of the shares being sold by the selling
stockholders.

The Company has applied to list its common stock on the Nasdaq
Global Select Market under the symbol "WSTC."

The Company intends to use the net proceeds from this offering to
repay indebtedness, to fund amounts payable to the Sponsors upon
the termination of the Company's management agreement and for
working capital and other general corporate purposes.

A full-text copy of the amended prospectus is available for free
at http://is.gd/Rlcnjz

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $3.23 billion
in total assets, $4.18 billion in total liabilities, $1.59 billion
in Class L common stock, and a $2.54 billion total stockholders'
deficit.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTERN COMMUNICATIONS: Case Summary & 17 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Western Communications, Inc.
        dba The Bulletin
        dba Baker City Herald
        dba The Observer
        dba The Redmond Spokesman
        dba The Daily Triplicate
        dba Curry Coastal Pilot
        dba Central Oregon Nickel Ads
        P.O. Box 6020
        Bend, OR 97708-6020

Bankruptcy Case No.: 11-37319

Chapter 11 Petition Date: August 23, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Gordon Black, president.

Debtor's List of 17 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Page Cooperative Inc      Trade creditor         $566,587
700 American Ave #101
King of Prussia, PA 19406

City of Bend - Finance    Loan                   $11,800
POB 431
Bend, OR 97709

Bendtel Inc.              Utility-Telephone      $4,576
POB 356                   and internet
Bend, OR 97709

PDI Plastics Inc.         Trade creditor         $1,840

Schermerhorn Bros.        Trade creditor         $1,760
Co.

Cascade Natural Gas       Utility-Natural        $1,413
Corp.                     gas

Traneoregon Inc.          Trade creditor         $1,232

Publishing Group of       Trade creditor         $1,050
America Inc.

Band-It Rubber Co.        Trade creditor         $547

Global Electronic         Trade creditor         $468
Services Inc.

Lubcon Turmo Lubrication  Trade creditor         $359
Inc.

ITD Print Solutions       Trade creditor         $345

Stanley Convergent        Security services      $335
Security

Airfilco Inc.             Trade creditor         $323

Databar Inc.              Trade creditor         $320

All Press Parts &         Trade creditor         $254
Equipment Inc.

Digital Technology        Trade creditor         Unknown
International


WESTERN EXPRESS: Moody's Lowers Corp. Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Western
Express, Inc., Corporate Family Rating to Caa2 from Caa1 amidst
concerns about weak financial performance and a possible
tightening of the company's liquidity profile. The ratings outlook
has been changed to negative from stable.

Downgrades:

   Issuer: Western Express, Inc.

   -- Probability of Default Rating, Downgraded to Caa2 from Caa1

   -- Corporate Family Rating, Downgraded to Caa2 from Caa1

   -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2
      from Caa1

Outlook Actions:

   Issuer: Western Express, Inc.

   -- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Western Express' Caa2 rating reflects the weak operating margins
that the company is experiencing, and prospects for only modest
improvements in profitability over the near term as the company's
investment in new equipment is integrated into fleet operations.
The recent trend of operating losses are largely consequential to
higher maintenance costs and decreased fleet utilization
associated with the company's older tractor fleet. This has
resulted in a deterioration in credit metrics: Debt to EBITDA in
excess of 10 times, and interest coverage (FFO plus Interest over
Interest) of less than one time. With negative operating cash flow
over the past year, Western Express' liquidity has been stressed,
with the company making substantial use of its $40 million credit
facility in order to meet much-needed fleet investment plans as
well as sizeable interest payments on its senior notes. Moody's
believes that, absent a material improvement in earnings and cash
flow, the company will be challenged to remain in compliance with
financial covenants in its credit facility, which is needed to
fund a portion of its debt service.

The negative ratings outlook reflects concern that margins may not
improve as sharply or consistently over the next several quarters
in a fashion necessary to strengthen the company's liquidity
profile. In particular, Moody's is concerned that, unless
operating conditions improve dramatically starting in the second
half of 2011, Western Express' liquidity condition may deteriorate
further.

Ratings could be lowered if revenue growth and margin improvement
do not materialize with the younger fleet, resulting in further
reliance on the company's revolving credit facility to cover
interest payments, the $18 million payment on the company's senior
notes due semi-annually (April and October) in particular. FFO
plus Interest to Interest of less than 0.5 times or DEBT to EBITDA
of over 12 times would also warrant lower rating consideration, as
would any evidence suggesting any potential for covenant
violations.

Western Express' ratings outlook could be stabilized if the
company can report solid revenue growth while sustaining a
consistent positive operating margin through 2012. Additionally,
the company should demonstrate generally positive free cash flow
with only minimal and temporary use of its revolving credit
facility, while undertaking a program of continuous investments in
fleet renewal.

Western Express, Inc., headquartered in Nashville, TN, is a
truckload carrier.

Western Express' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Western Express's core
industry and believes Western Express's ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


WEYERHAEUSER CO: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' issuer default rating (IDR)
and the 'BB+' senior unsecured debt rating of Weyerhaeuser
Company.  The Rating Outlook has been revised to Stable from
Negative.  The ratings are based on the prospective earnings of
Weyerhaeuser's business portfolio and the company's liquidity
profile, including its non-core timberlands.

Weyerhaeuser's problems, stemming from a depressed homebuilding
market, continue to haunt the results of both its Wood Products
and Real Estate businesses.  Both are directly affected by the
malaise in residential construction and the repair and remodeling
markets which refuse to show much economic recovery.  Wood
Products is slightly EBITDA negative through the first six months
of 2011 and trails behind 2010.  Weyerhaeuser's Real Estate
business is slightly EBITDA positive but also trails last year.
The prognosis for these businesses could be challenged by a
softening economy in the back half of 2011.

Supporting the earnings of the company has been a robust pulp
business and the REIT's core timberland operations.  The former is
40% ahead in EBITDA in year-over-year comparisons through the
first half of 2011.  The latter is 5% ahead and is benefiting from
an increased demand for logs from Asia.

Prospectively, timberland and pulp earnings could soften.  Market
pulp prices have been weakening and Chinese demand for pulp
appears to have softened somewhat; however, the demand for fluff
pulp (used in diapers and incontinence products and half of
Weyerhaeuser's pulp business) seems to be fairly solid.
Timberland earnings could also weaken if sawmills' demand for logs
waxes with lumber due to a further respite in construction
activity.

Support for the ratings also comes from Weyerhaeuser's liquidity
in the form of its non-core timberland portfolio of some 485,000
acres.  With an estimated $1.0 billion plus value, these should be
more than sufficient to compensate for any negative free cash flow
from deteriorating business conditions due to another recession.
Weyerhaeuser also has available a $1.0 billion undrawn revolving
credit facility which matures in 2015.  The company has reported
compliance with the facility's minimum shareholders' equity and
total debt to total capital requirements.

Fitch expects that Weyerhaeuser could earn $850 million to $950
million in EBITDA this year exiting the year with a debt/EBITDA of
5.0 times (x).  Working capital and curtailed capital expenditures
could operate to produce a free cash flow of near $300 million
after dividends of $0.60 per share.

Demands on free cash flow are light. Weyerhaeuser's debt calendar
is not stressful with $200 million coming due in 2012 and $600
million coming due over the next five years.  This should be
manageable even in poor business conditions.

Ratings drivers continue to be cash flow from Weyerhaeuser's Wood
Products' operations and the homebuilding business.  How
Weyerhaeuser spends its cash, i.e. shareholder returns, and how
the company manages its liquidity are also key ratings
determinants.


WILLIAM LYON: Fails to Pay $2.9-Mil. Interest on 7 1/2% Sr. Notes
-----------------------------------------------------------------
William Lyon Homes, Inc., failed to make an interest payment
on the Company's outstanding $77.8 million 7 1/2% Senior Notes due
2014.  A semi-annual interest payment on the Notes of $2,920,012
was due on Aug. 15, 2011.  The Company currently plans to make use
of the 30-day grace period provided by the indenture governing the
Notes.

Non-payment of interest on the scheduled due date is not an event
of default under the Indenture unless the interest payment is not
made within such 30-day grace period.  If William Lyon does not
make the interest payment by Sept. 14, 2011, however, the trustee
for the Notes would be permitted under the terms of the Indenture
to accelerate the William Lyon's obligation to repay the Notes by
providing written notice of acceleration to William Lyon.

If William Lyon fails to make such interest payment by Sept. 14,
2011, and the trustee for the Notes provides a written notice of
acceleration, then any such acceleration under the Notes may also
constitute an event of default under the terms of the indentures
governing William Lyon's other outstanding senior notes.  In
addition, any such failure to make the scheduled interest payment
by Sept. 14, 2011, may constitute a default under:

   (i) the terms of a Senior Secured Term Loan Agreement, dated
       Oct. 20, 2009, by and among William Lyon, ColFin WLH
       Funding, LLC, and the other lenders party thereto, pursuant
       to which the Lenders have advanced $206,000,000 to William
       Lyon Borrower as a term loan; and

  (ii) the terms of a Loan Agreement dated Feb. 14, 2006, by and
       between Circle G at the Church Farm North Joint Venture,
       LLC, (a subsidiary of William Lyon) and U.S. Bank,
       successor to CalNational Bank, pursuant to which there is
       an aggregate principal amount of $9.9 million outstanding
       as a term loan.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at March 31, 2011, showed $627.54
million in total assets, $614.71 million in total liabilities and
$12.83 million in stockholders' equity.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

As reported by the TCR on Aug. 24, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on William Lyon Homes
(William Lyon) to 'D' from 'CCC-' and downgraded the rating on the
company's $77.8 million 7.5% unsecured notes due 2014 to 'D' from
'C'.  "The recovery rating on the notes remains a '6', indicating
our expectation for negligible recovery (0%-10%)," S&P related.

William Lyon failed to make its scheduled Aug. 15, 2011, semi-
annual interest payment of $2.9 million on the company's
outstanding $77.8 million 7.5% 2014 unsecured notes due Feb. 15,
2014.  The indenture governing the 2014 senior notes allows for a
30-day grace period.  "However, we do not expect the company to
make the scheduled interest payment within five business days of
the due date.  As a result, per our criteria, we have lowered the
issue rating for the 2014 notes to 'D'," S&P stated.


WIZZARD SOFTWARE: Incurs $428,700 Net Loss in 2nd Quarter
---------------------------------------------------------
Wizzard Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $428,743 on $1.5 million of revenues
for the three months ended June 30, 2011, compared with a net
loss of $1.1 million on $1.3 million of revenues for the same
period last year.

The Company reported a net loss of $1.0 million on $3.0 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $2.5 million on $2.6 million of revenues for the same
period of 2010.

The Company's balance sheet at June 30, 2011, showed $23.2 million
in total assets, $573,384 in total liabilities, and stockholders'
equity of $22.6 million.

As reported in the TCR on April 6, 2011, Gregory & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Wizzard Software's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has not yet established profitable
operations and has incurred significant losses since its
inception.

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

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  The
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  The
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


ZDAY COR: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Daily News Los Angeles reports that ZDay Cor., 15030 Ventura
Blvd., Suite 200, Sherman Oaks, filed for Chapter 7 in Los Angeles
County (SV11-19350-AA).  The company did not disclose its assets
and debts.


* New York's Attorney General Spars in Foreclosure Negotiations
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that efforts to forge a consensus
among government officials seeking to negotiate a foreclosure
settlement with banks are stumbling in the face of New York State
Attorney General Eric Schneiderman's efforts to include both
consumer and investor claims.


* Appeals Court Restores Sanctions Against Foreclosure Law Firm
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal appeals court has
reinstated sanctions against a New Jersey law firm and attorney
for attempting to foreclose on a suburban Philadelphia couple
using "robo-produced" mortgage data that was fraught with errors.


* S&P Warns of Spike in European Leveraged Loan Defaults
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that European leveraged loan
defaults could spike in the coming years because of the expiry of
collateralized loan obligations that fueled the rapid growth of
leveraged buyouts in Europe, Standard & Poor's warned.


* Attorney Courtney G. Tito Joins McDonald Hopkins Law Firm
-----------------------------------------------------------
Courtney G. Tito has joined the West Palm Beach office of McDonald
Hopkins LLC, a business advisory and advocacy law firm with more
than 130 attorneys. Tito is an experienced litigator who focuses
her practice on commercial litigation, mortgage foreclosures,
receiverships, and other creditor's rights litigation.  She has
eight years of law firm experience, which includes insurance
coverage and trademark law.

Before joining the Litigation Department at McDonald Hopkins, Tito
was a commercial litigator in a Miami law firm and a staff
attorney for the Public International Law and Policy Group from
2006 to 2007 in Baghdad, Iraq. She worked with legislators and the
Federal Supreme Court in Iraq advising senior ranking officials on
amending current legislation, drafting proposed legislation and
amending Iraq's Constitution.

"Courtney's experience in commercial litigation is impressive. She
is an outstanding addition to our West Palm Beach office as well
as our firm," said John T. Metzger, managing member of the West
Palm Beach office. McDonald Hopkins opened a Miami office earlier
this year, which is led by Raquel A. Rodriguez, who served as
general counsel to former Governor Jeb Bush.

Tito received a Bachelor of Arts degree from James Madison
University, a J.D. from the American University Washington College
of Law, and a Master of Arts degree from the American University
School of International Service.

Courtney G. Tito can be reached at 561.472.2978 or
ctito@mcdonaldhopkins.com.

About McDonald Hopkins

McDonald Hopkins is a business advisory and advocacy law firm
focused on business law, litigation, business restructuring and
bankruptcy, intellectual property, healthcare, and estate
planning. The firm has offices in Chicago, Cleveland, Columbus,
Detroit, Miami and West Palm Beach. The president of McDonald
Hopkins is Carl J. Grassi. For more information about McDonald
Hopkins, visit www.mcdonaldhopkins.com .


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker        ($MM)      ($MM)      ($MM)
  -------            ------       -----    --------    -------
ABSOLUTE SOFTWRE     ABT CN        116.7      (13.2)      (2.9)
ACCO BRANDS CORP     ABD US      1,135.8      (28.3)     339.3
ALASKA COMM SYS      ALSK US       615.6      (37.7)      20.4
AMC NETWORKS-A       AMCX US     2,110.5   (1,099.4)     514.7
AMER AXLE & MFG      AXL US      2,195.4     (357.9)      50.1
AMERISTAR CASINO     ASCA US     2,067.1     (121.9)     (40.8)
AMR CORP             AMR US     25,787.0   (4,509.0)  (1,769.0)
ANOORAQ RESOURCE     ARQ SJ      1,016.8     (119.1)      20.8
AUTOZONE INC         AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG     BKEP US       327.4      (45.5)     (90.0)
BOSTON PIZZA R-U     BPF-U CN      146.1     (101.0)       1.3
CABLEVISION SY-A     CVC US      6,975.1   (5,439.8)    (703.4)
CANADIAN SATEL-A     XSR CN        174.4      (29.8)     (55.9)
CARBONITE INC        CARB US        42.6      (11.4)     (18.2)
CC MEDIA-A           CCMO US    16,882.1   (7,270.0)   1,501.0
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC           CVO US      1,410.8     (330.1)     223.4
CHEFS WAREHOUSE      CHEF US        81.3      (47.8)      12.9
CHENIERE ENERGY      CQP US      1,726.6     (559.0)      22.7
CHENIERE ENERGY      LNG US      2,619.8     (430.3)    (103.2)
CHOICE HOTELS        CHH US        441.3      (27.9)       6.5
CINCINNATI BELL      CBB US      2,658.5     (633.6)      30.5
CLOROX CO            CLX US      4,163.0      (86.0)     (86.0)
DENNY'S CORP         DENN US       286.7      (99.5)     (39.9)
DIRECTV-A            DTV US     19,177.0   (1,399.0)   1,270.0
DISH NETWORK-A       DISH US    12,827.7      (92.6)   2,164.2
DISH NETWORK-A       EOT GR     12,827.7      (92.6)   2,164.2
DOMINO'S PIZZA       DPZ US        487.0   (1,171.4)     167.9
DUN & BRADSTREET     DNB US      1,767.1     (567.8)    (483.7)
EASTMAN KODAK        EK US       5,334.0   (1,419.0)     842.0
ECOSYNTHETIX INC     ECO CN         45.2     (346.7)      32.2
EXELIXIS INC         EXEL US       454.2      (81.8)      90.2
FRANCESCAS HOLDI     FRAN US        59.1      (55.5)      13.2
FREESCALE SEMICO     FSL US      4,583.0   (4,401.0)   1,329.0
GENCORP INC          GY US         987.3     (161.1)      94.3
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
HANDY & HARMAN L     HNH US        391.4       (6.5)      18.5
HCA HOLDINGS INC     HCA US     23,877.0   (7,534.0)   2,613.0
HOVNANIAN ENT-B      HOVVB US    1,736.6     (349.8)   1,071.5
HUGHES TELEMATIC     HUTC US       100.6      (94.9)     (28.3)
INCYTE CORP          INCY US       416.7     (136.3)     281.3
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       135.7      (66.5)      10.4
JUST ENERGY GROU     JE CN       1,471.5     (208.2)    (299.7)
LIN TV CORP-CL A     TVL US        797.5     (119.9)      47.4
LIZ CLAIBORNE        LIZ US      1,247.3     (211.1)     (52.7)
LORILLARD INC        LO US       2,498.0     (831.0)     904.0
MAINSTREET EQUIT     MEQ CN        475.2      (10.5)       -
MEAD JOHNSON         MJN US      2,526.1     (184.5)     652.4
MERITOR INC          MTOR US     2,838.0     (963.0)     226.0
MOODY'S CORP         MCO US      2,744.6      (16.6)     691.1
MORGANS HOTEL GR     MHGC US       604.4      (51.3)     112.0
NATIONAL CINEMED     NCMI US       817.6     (329.8)      62.2
NAVISTAR INTL        NAV US      9,966.0     (764.0)   1,819.0
NEXSTAR BROADC-A     NXST US       558.0     (183.4)      35.4
NPS PHARM INC        NPSP US       253.3      (27.3)     201.5
OTELCO INC-IDS       OTT US        317.0       (8.6)      21.8
OTELCO INC-IDS       OTT-U CN      317.0       (8.6)      21.8
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       284.3     (293.5)      (4.6)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
PURE INDUSTRIAL      AAR-U CN      277.1       (8.6)       -
QUALITY DISTRIBU     QLTY US       279.4     (113.4)      47.2
QWEST COMMUNICAT     Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU     RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A     RGC US      2,367.9     (538.3)     (72.9)
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,100.0     (677.5)     144.6
RSC HOLDINGS INC     RRR US      2,949.6      (59.2)    (205.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      1,725.5     (260.7)     429.3
SINCLAIR BROAD-A     SBGI US     1,497.3     (135.3)      69.0
SINCLAIR BROAD-A     SBTA GR     1,497.3     (135.3)      69.0
SKULLCANDY INC       SKUL US       108.5      (12.5)      33.2
SMART TECHNOL-A      SMT US        574.8      (17.3)     194.3
SMART TECHNOL-A      SMA CN        574.8      (17.3)     194.3
SUN COMMUNITIES      SUI US      1,322.8      (65.4)       -
TAUBMAN CENTERS      TCO US      2,495.4     (426.8)       -
THERAVANCE           THRX US       303.1      (37.5)     253.4
TOWN SPORTS INTE     CLUB US       450.6       (4.3)     (35.4)
UNISYS CORP          UIS US      2,642.9     (661.8)     374.7
VANGUARD HEALTH      VHS US      4,162.2     (186.6)     356.5
VECTOR GROUP LTD     VGR US        941.2      (50.1)     257.6
VERISIGN INC         VRSN US     1,795.6       (4.2)     873.4
VERISK ANALYTI-A     VRSK US     1,408.1     (144.4)    (216.1)
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
WARNER MUSIC GRO     WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS      WTW US      1,104.5     (542.4)    (274.4)
WORLD COLOR PRES     WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WC/U CN     2,641.5   (1,735.9)     479.2



                           *********

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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