TCR_Public/110926.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 26, 2011, Vol. 15, No. 267

                            Headlines

3POWER ENERGY: Posts $1.2 Million Net Loss in Q1 Ended June 30
AES THAMES: Settles $300 Million Utility Claims
AVANTAIR INC: Incurs $10.77 Million Net Loss in Fiscal 2011
AXESSTEL INC: Five Directors Elected at Annual Meeting
B&G GROUP: Case Summary & 20 Largest Unsecured Creditors

BALTIMORE HOTEL: Moody's Lowers Rating on Revenue Bonds to 'Ba1'
BANK OF THE COMMONWEALTH: Closed; Southern Bank Assumes Deposits
BERNARD L. MADOFF: Judge Trims Trustee's Suit vs. Madoff Family
BIG WHALE: Modifies Plan to Address Secured Creditor Objections
BION ENVIRONMENTAL: Incurs $7 Million Net Loss in Fiscal 2011

BIONOL CLEARFIELD: Getty Tells Court to Stay Out of Dispute
BPP TEXAS: Blasts Citizens Bank's Objections to Ch. 11 Plan
BXP 1 LLC: Court Confirms Chapter 11 Plan
CENTER COURT: Misses Deadlines, Case Dismissed by Judge
CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.

CITIZENS BANK: Closed; Tri Counties Bank Assumes All Deposits
CITIZENS REPUBLIC: William Fenimore Elected to Board of Directors
COLUSA MUSHROOM: Court Dismissed Panel's Suit v. Counsel
CORD BLOOD: Amends 20.6 Million Common Shares Offering
CREATIVE VISTAS: Inks Stock Purchase Agreement with Cancable

CUMULUS MEDIA: Completes Acquisition of Citadel
CUMULUS MEDIA: Amends 28.8 Million Common Shares Offering
CYBERDEFENDER CORP: Receives Non-Compliance Notice from Nasdaq
DESERT OASIS: Can Hire Swecker & Company as Accountants
DIGITILITI INC: Signs $1.5MM Notes & Warrants Purchase Agreement

DRYSHIPS INC: To Distribute Ocean Rig Shares as Part of Spin Off
ENCINO CORPORATE: Has Until Nov. 16 to Propose Chapter 11 Plan
EQUIPOWER RESOURCES: Moody's Affirms Ba3 Rating on Facilities
F H HAMMERSEN: Case Summary & 2 Largest Unsecured Creditors
FIRST PHYSICIANS: Completes $1.5-Mil. Bridge Note Financing

FNBH BANCORP: Reports $76,900 Profit in Second Quarter
GALP WATERS: Files Schedules of Assets and Liabilities
GARRISON INT'L: $17MM Suit Filed in Quebec re Garrison Asia
GATEWAY AT MOUNTAIN: Voluntary Chapter 11 Case Summary
GENOIL INC: Posts C$906,200 Net Loss in Second Quarter

GENTA INC: Has 609.4 Million Outstanding Common Shares
GLC LIMITED: To Present Plan for Confirmation Oct. 27
GLOBAL CLEAN: Posts $559,100 Net Loss in Second Quarter
GREEN BANKSHARES: Posts $11.1 Million Net Loss in Second Quarter
H&S JOURNAL: Files Ch. 11 Plan & Disclosure Statement

HARVEST OAKS: Plan Confirmation Hearing Set for Sept. 29
HERCULES OFFSHORE: Conducts Annual Spud Can Inspection
HOMELAND SECURITY: In Talks with YA Global on Forbearance
HORIZON PHARMA: Posts $11.6 Million Net Loss in Second Quarter
HUDSON HEALTHCARE: Daniel T. McMurray Named Patient Care Ombudsman

HUDSON HEALTHCARE: P.C. Ombudsman Taps Neubert Pepe as Counsel
HUMANA INC: A.M. Best Affirms 'bb' Rating on Preferred Shares
IMUA BLUEHENS: Hires Hastings Conboy as Real Estate Appraiser
IMPERIAL PETROLEUM: To Raise $3.1 Million in Equity Financing
INVENIO RESOURCES: Receives Default Notice From Palladon Ventures

KT SPEARS: Court Sets Oct. 25 Disclosure Statement Hearing
LANDAMERICA FINANCIAL: Judge OKs $9MM Settlement With E&O Insurer
LEMINGTON HOME: 3rd Circ. Revives Creditors' Suit on Insolvency
LIQUIDMETAL TECHNOLOGIES: Board Approves & Adopts Amended Bylaws
M WAIKIKI: Section 341(a) Meeting Scheduled for Oct. 3

M WAIKIKI: Creditors Panel Taps Wagner Choi as Bankruptcy Counsel
M WAIKIKI: Taps Neligan Foley to Handle Reorganization Case
MAYSVILLE INC: Can Use Cash Collateral Until Nov. 29
MERCED FALLS: Taps Cappello and Noel to Handle AgCredit Litigation
MIT HOLDING: MITRX Executes Two Stock Purchase Agreements

MOMENTIVE SPECIALTY: Files Form S-1, Registers $134-Mil. Notes
MORGANS HOTEL: Executes 2nd and 3rd Amendments to LLC Agreement
MSR RESORT: Wants Until March 27 to Propose Chapter 11 Plan
MT JORDAN: Revises Proposed Chapter 11 Plan
MUSCLEPHARM CORP: Appoints John Bluher as Chief Operating Officer

NEBRASKA BOOK: IRS Objects to Pre-Arranged Chapter 11 Plan
NEWPAGE CORP: Wants Access to $600-Mil. DIP Facilities
NEWPAGE CORP: To File DIP Motion's Fee Letters Under Seal
NEWPAGE CORP: Taps KCC as Claims & Noticing Agent
OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq

OZBURN-HESSEY HOLDING: Moody's Cuts Corp. Family Rating to Caa2
PACESETTER FABRICS: Taps Golbar & Associate as Accountants
PACESETTER FABRICS: Rutter Hobbs Approved as Bankruptcy Counsel
PALM HARBOR: Files First Amended Disclosure Statement
PERKINS & MARIE: Creditors Seek Right to Sue Backer Castle Harlan

QWEST COMMUNICATIONS: Sells $575 Million of 7.50% Notes Due 2051
REDDY ICE: Robert Mead Discloses 5.4% Equity Stake
REPLICEL LIFE: Posts C$1.1 Million Net Loss in Second Quarter
RITE AID: Incurs $92.2 Million Net Loss in Aug. 27 Quarter
RW LOUISVILLE: Amends Plan to Modify Secured Creditor's Features

SEP RIVERPARK: Grubb & Ellis Approved as Listing Broker/Realtor
SIGNAL HILL: Withdraws Disclosure Statement
SOLYNDRA LLC: Lawmakers Want Key Investor Info in Loan Probe
SOLYNDRA LLC: Taps McDermott to Handle Govt. Investigations
SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18

SONOMA VINEYARD: Disclosure Statement Hearing Set for Oct. 7
SOUTH EDGE: JP Morgan, Owners Plan Set for Oct. 10 Confirmation
SPANISH BROADCASTING: Receives Non-Compliance Notice from NASDAQ
STRATEGIC AMERICAN: Inks Purchase & Sale Pact to Acquire SPE
STRATUS MEDIA: Amends 64.4 Million Common Shares Offering

TEE INVESTMENT: Files First Amended Chap. 11 Plan
TERRESTAR NETWORKS: Reaches Loan Settlement With Lenders
TEXAS RANGERS: Judge OKs Fraud Claims Over KPMG Audit
THEATRE CLUB: Disclosure Statement Hearing Set for Nov. 9
TRANSATLANTIC PETROLEUM: Posts $20.6MM Net Loss in Second Quarter

TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan
UROLOGIX INC: KPMG LLP Raises Going Concern Doubt
VALCOM INC: Amends 10-Q; Posts $72,000 Net Loss in June 30 Quarter
VYCOR MEDICAL: Files Amended Annual and Quarterly Reports
WARNER COMPANY: Case Summary & 20 Largest Unsecured Creditors

WEB.COM GROUP: Moody's assigns 'B1' Corporate Family Rating
WEBB DAIRY: Voluntary Chapter 11 Case Summary
WESTCLIFF MEDICAL: Files Plan; Unsecureds to Recover 36%
YCR WORLDWIDE: Files Form S-1 Registration Statement

* GOP Seeks House Votes on Small-Business Bills by Year's End
* Uncertainty Stalls Commercial Real-Estate Industry's Recovery

* BOND PRICING -- For Week From Sept. 19 to 23, 2011

                            *********


3POWER ENERGY: Posts $1.2 Million Net Loss in Q1 Ended June 30
--------------------------------------------------------------
3Power Energy Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on $476,701 of sales for the
first quarter ended June 30, 2011, compared with a net loss of
$16,624 on $2.6 million of revenues for the first quarter ended
June 30, 2010.

"The Company has incurred a net loss of $1,191,707 for the three
months ended  June 30, 2011 and has a shareholders' deficiency of
$3,122.003 at June 30, 2011.  The ability of the Company to
continue as a going concern is dependent upon, among other things,
its successful execution of its plan of operations and ability to
raise additional financing or capital.  There is no guarantee that
the Company will be able to raise additional financing capital or
sell any of services or products at a profit.  These factors,
among others, raise substantial doubt regarding the Company's
ability to continue as a going concern."

The Company's balance sheet at June 30, 2011, showed $2.5 million
in total assets, $5.6 million in total liabilities, and a
shareholders' deficit of $3.1 million.

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

                       http://is.gd/CKynRG

3Power Energy Group Inc. was incorporated in Nevada in December
2002.  On March 30, 2011, the Company changed its name from Prime
Sun Power Inc. to 3Power Energy and increased its authorized share
capital to 300,000,000 shares.  The Company plans to pursue a
business model producing renewable generated electrical power and
other alternative energies.

On May 13, 2011, the Company entered into a Stock Purchase
Agreement with Seawind Energy Limited and its subsidiaries,
pursuant to which the Company acquired 100% of the issued and
outstanding common stock of Seawind Energy, in exchange for the
issuance of 40,000,000 restricted shares of the Company's common
stock.  The acquisition was accounted for as a reverse merger and,
accordingly, the Company is the legal survivor and Seawind Energy
is the accounting survivor.


AES THAMES: Settles $300 Million Utility Claims
-----------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday cleared a settlement resolving
$300 million in contract claims that a utility lodged against AES
Thames LLC, removing the last major hurdle to the power plant
operator's bid to sell its assets under court protection.

Law360 says the company -- a unit of AES Corp. that runs a coal
fired power plant in Connecticut -- negotiated a settlement in
mediation resolving Connecticut Light and Power Co.'s claims that
AES Thames wrongfully terminated an electricity purchase agreement
with the utility.

                         About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, serve as the Debtor's
bankruptcy counsel.

The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


AVANTAIR INC: Incurs $10.77 Million Net Loss in Fiscal 2011
-----------------------------------------------------------
Avantair, Inc., reported a net loss of $938,681 on $7.63 million
of revenue for the three months ended June 30, 2011, compared with
a net loss of $1.64 million on $10.09 million of revenue for the
same period during the prior year.

The Company also reported a net loss of $10.77 million on $33.32
million of revenue for the year ended June 30, 2011, compared with
a net loss of $3.96 million on $43.75 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed
$110.93 million in total assets, $140.24 million in total
liabilities, $14.70 million in Series A convertible preferred
stock, and a $44.01 million stockholders' deficit.

"Avantair has managed through a difficult economic recovery and
continues to improve its top line revenue and sales.  These
continued improvements, given the economy, further supports
Avantair's leadership role in the light jet category," said
Avantair's Chief Executive Office Steven Santo.  "During fiscal
2011, we improved our sales, continued to grow our customer base,
introduced a new product - Axis Lease program – increased our
revenue generating flight hours and continued to position the
company to support our increasing operational sales requirements
through accelerated maintenance, while paying down $8.2 million in
net debt," he adds.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/C9AVXW

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/KyDl9e

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.


AXESSTEL INC: Five Directors Elected at Annual Meeting
------------------------------------------------------
Two proposals were approved at Axesstel, Inc.'s annual meeting of
stockholders:

   (1) election of five persons as directors of the
       Company company for a one-year term, or until their
       successors are duly elected and qualified: Mark Fruehan,
       Richard M. Gozia, Patrick Gray, Osmo Hautanen and H. Clark
       Hickock; and

   (2) ratification of the appointment of Gumbiner Savett,
       Inc., as the Company's independent registered public
       accounting firm for the fiscal year ending Dec. 31, 2011.

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company reported a net loss of $6.31 million on $45.43 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $10.13 million on $50.82 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $8.93 million
in total assets, $22.94 million in total liabilities, all current,
and a $14 million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, Calif., 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 historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.  Additionally, there is uncertainty as to the impact that
the worldwide economic downturn may have on the Company's
operations.


B&G GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: B&G Group, Inc.
          dba Fast Lane Gas
        111 Healdsburg Avenue
        Healdsburg, CA 95448

Bankruptcy Case No.: 11-13481

Chapter 11 Petition Date: September 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: John H. MacConaghy, Esq.
                  MACCONAGHY AND BARNIER, PLC
                  645 1st Street W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  E-mail: macclaw@macbarlaw.com

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

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

The Company’s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb11-13481.pdf

The petition was signed by Lukhbir Gill, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Fast Lane Central Valley LLC          11-12780            07/25/11
Lukhbir and Christina Gill            11-12703            07/18/11


BALTIMORE HOTEL: Moody's Lowers Rating on Revenue Bonds to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has downgraded the City of Baltimore
(MD) Hotel Corporation's Convention Center Hotel Revenue Bonds,
Senor Series 2006A to Ba1 from Baa3 and Subordinate Series 2006B
to Ba2 from Ba1. The senior lien bonds are outstanding in the
amount of $247.5 million and the subordinate lien bonds are
outstanding in the amount of $53.4 million.

SUMMARY RATING RATIONALE

The downgrade is based on lower than expected revenues as senior
lien debt service requirements increase from $12.7 million to
$14.4 million and subordinate lien debt service increases from
$3.1 million to $3.5 million in FY 2012 due to the beginning of
principal repayment on the bonds. The Ba1 reflects the hotel's
solid financial performance during the economic downturn and
recovery of revenue over the past two years. Hotel performance in
occupancy and average daily rate approximated Moody's financial
stress scenarios when these bonds were initially rated; however,
revenues continue to fall short of expected levels. The hotel is
generally outperforming its competitive set in the Baltimore
market and maintains solid reserve levels that have not been used
during this period of stress.

These reserves include site specific hotel occupancy taxes (HOT)
collected at the property and the ability to use up to $7 million
of HOT collected city-wide that must be appropriated from the
city's budget, if needed. In addition, 50% of the debt service
reserve fund is supported by $8.5 million surety policy provided
by Syncora Guarantee (rated Ca, developing outlook), which Moody's
believes now provides a substantially lower level of credit
protection.

LEGAL SECURITY: The bonds will be secured by loan payments from
the corporation equal to debt service, which will in turn be
secured by the net revenues of the hotel and a first lien mortgage
on the facility, both of which will be pledged directly to
bondholders. In addition, the city has covenanted to budget and
appropriate annually for the purposes of paying debt service an
amount equal to the hotel occupancy taxes generated by the hotel,
the property taxes paid by the hotel to the city, and up to $7
million of city-wide hotel occupancy taxes(equal to 25% of maximum
annual debt service on the Series 2006A and 2006B bonds combined).
The bonds are additionally secured by various reserve funds.

INTEREST RATE DERIVATIVES: None.

STRENGTHS

* High level of ongoing municipal support. Tax revenue
  contributions could total up to 86% or more of senior lien debt
  service in the stabilized year

* Substantial reserves provide good protection from revenue
  shortfalls

* Well positioned in a historically strong hospitality market

* Hilton brings substantial expertise, resources, and brand-name
  recognition to the project, along with providing a substantial
  financial guarantee

CHALLENGES

* The project operates in a highly competitive market, with five
  other high quality hotels located nearby, along with a number of
  limited service hotels and several new properties expected to
  be constructed in the coming years

* Initial revenue performance has been well below expected levels
  due to the economic recession and lower demand for hotel space

* Reserves have weakened due to reduced credit strength of the
  surety policy providers for 50% of the senior lien debt service
  reserve fund and the lack of funding of the cash trap reserve

* The hotel is dependent in large part on the convention center's
  ability to compete successfully with convention centers in other
  cities along the Eastern seaboard, an increasingly crowded
  field.

Outlook

The negative rating outlook is based on Moody's expectation that
economic conditions will make it difficult for the hotel to
generate revenues that cover all expenses and debt service
requirements. The outlook also considers the current level of
reserves, which are lower than initially expected and are likely
to decline in the coming years as they are used to cover
shortfalls in operating performance.

What Could Change the Rating - UP

RevPAR increases to levels contemplated in the initial financing
and full funding of the cash trap reserve could place upward
pressure on the rating.

What Could Change the Rating - DOWN

If hotel financial performance continues at levels that do not
allow annual revenues to cover debt service requirements and
expenses and if any additional reserves or HOT collections are
needed to meet all operating and debt service requirements.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


BANK OF THE COMMONWEALTH: Closed; Southern Bank Assumes Deposits
----------------------------------------------------------------
Bank of the Commonwealth of Norfolk, Va., was closed on Friday,
Sept. 23, 2011, by the Virginia State Corporation Commission.  The
Federal Deposit Insurance Corporation was appointed as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Southern Bank and Trust Company of Mount
Olive, N.C., to assume all of the deposits of Bank of the
Commonwealth.

The 21 branches of Bank of the Commonwealth will reopen during
their normal business hours as branches of Southern Bank and Trust
Company.  Depositors of Bank of the Commonwealth will
automatically become depositors of Southern Bank and Trust
Company.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Bank of the Commonwealth
should continue to use their existing branch until they receive
notice from Southern Bank and Trust Company that it has completed
systems changes to allow other Southern Bank and Trust Company
branches to process their accounts as well.

As of June 30, 2011, Bank of the Commonwealth had around $985.1
million in total assets and $901.8 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Southern Bank and Trust Company agreed to purchase around $924.3
million of the failed bank's assets.  The FDIC will retain the
balance of the assets for later disposition.

The FDIC and Southern Bank and Trust Company entered into a loss
share transaction on $798.2 million of Bank of the Commonwealth's
assets.  Southern Bank and Trust Company will share in the losses
on the asset pools covered under the loss-share agreement.  The
loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.
tml.

Customers with questions about today's transaction should call the
FDIC toll-free at 1-800-423-6395.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/boc-va.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $268.3 million.  Compared to other alternatives, Southern
Bank and Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  Bank of the Commonwealth is the
72nd FDIC-insured institution to fail in the nation this year, and
the second in Virginia.  The last FDIC-insured institution closed
in the state was Virginia Business Bank, Richmond, on July 29,
2011.


BERNARD L. MADOFF: Judge Trims Trustee's Suit vs. Madoff Family
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Burton Lifland on Thursday trimmed claims in a case brought
by the trustee liquidating Bernard Madoff's investment management
firm seeking to hold Madoff's family accountable for its alleged
part in his massive Ponzi scheme.

In dismissing a handful of Mr. Picard's claims, Judge Lifland gave
him 45 days to amend each one, according to Law360.

                      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.


BIG WHALE: Modifies Plan to Address Secured Creditor Objections
---------------------------------------------------------------
The Big Whale, LLC, filed a motion with the U.S. Bankruptcy Court
for the Eastern District of Wisconsin seeking authority to make
material modifications to the plan of reorganization it filed on
Aug. 29, 2011.

Subsequent to filing the Plan, the Debtor received objections from
several secured creditors objecting to its confirmation, including
objections from Wells Fargo Bank, N.A., WaterStone Bank, BMO
Harris Bank N.A., successor-in-interest to M&I Marshall & Ilsley
Bank, and North Shore Bank FSB.  These creditors, along with
Securant Bank & Trust, constitute the creditors in classes 3A
through 3E in the Plan.

As a result of the objections, and the negotiations that have
taken place thereafter, the Debtor seeks to modify Section 3.3 of
the Plan pertaining to the Class 3A through 3E Creditors as
follows:

(a) Class 3A: Allowed Secured Claim of Wells Fargo.  The Allowed
    Secured Claim of Wells Fargo in Class 3A is impaired.  Wells
    Fargo's total Claim is deemed to be an Allowed Secured Claim
    of $178,293 as of the Petition Date.  Wells Fargo will retain
    its Liens on its Collateral to secure the obligations due to
    it pursuant to the Plan.  Well Fargo's Allowed Secured Claim
    will be paid by the Reorganized Debtor in equal monthly
    installments of principal with fixed interest at the rate of
    4.25% per annum for years 1-5, and at the rate of 4.50% for
    years 6-7, amortized over 30 years with a 7-year term, with no
    prepayment penalty.  Wells Fargo will release its Liens on its
    Collateral in the event the balance of the amount allocated to
    that piece of Collateral is paid in full.  The monthly
    installments will commence on the 20th day of the first month
    after the Effective Date and will be paid on the 20th day of
    each subsequent month until the full principal amount is paid.
    Wells Fargo's Prepetition Loan Documents will remain in full
    force and effect to the extent they are not altered by the
    Plan.

(b) Class 3B: Allowed Secured Claim of M&I.  The Allowed Secured
    Claim of M&I in Class 3B is impaired.  M&I's total Claim is
    deemed to be an Allowed Secured Claim of $4,113,949 as of the
    Petition Date.  M&I will retain its Liens on its Collateral to
    secure the obligations due to it pursuant to the Plan.  If M&I
    votes to accept the Plan, M&I's Allowed Secured Claim will be
    paid by the Reorganized Debtor in equal monthly installments
    of principal with fixed interest at the rate of 4.0% per annum
    amortized over 30 years with a 5-year term, with no prepayment
    penalty.  If M&I votes to reject the Plan, M&I's Allowed
    Secured Claim will be paid by the Reorganized Debtor in equal
    monthly installments of principal with fixed interest at the
    rate published in the Wall Street Journal on the Confirmation
    Date for 5-year adjustable rate mortgages, amortized over 30
    years with a 5-year term, with no prepayment penalty.  M&I's
    Allowed Secured Claim shall be allocated across the individual
    pieces of Collateral in the amounts reflected on Addendum 3.0;
    M&I will release its Liens on any individual piece of
    Collateral in the event the balance of the amount allocated to
    that piece of Collateral is paid in full.  The monthly
    installments will commence on the 20th day of the first month
    after the Effective Date and will be paid on the 20th day of
    each subsequent month until the full principal amount is paid.
    M&I's Prepetition Loan Documents will remain in full force and
    effect to the extent they are not altered by the Plan.

(c) Class 3C: Allowed Secured Claim of North Shore.  The Allowed
    Secured Claim of North Shore in Class 3C is impaired.  North
    Shore's total Claim is deemed to be an Allowed Secured Claim
    of $234,264 as of the Petition Date.  North Shore will retain
    its Liens on its Collateral to secure the obligations due to
    it pursuant to the Plan.  If North Shore votes to accept the
    Plan, North Shore's Allowed Secured Claim will be paid by the
    Reorganized Debtor in equal monthly installments of principal
    with fixed interest at the rate of 4.0% per annum amortized
    over 30 years with a 5-year term, with no prepayment penalty.
    If North Shore votes to reject the Plan, North Shore's Allowed
    Secured Claim will be paid by the Reorganized Debtor in equal
    monthly installments of principal with fixed interest at the
    rate published in the Wall Street Journal on the Confirmation
    Date for 5-year adjustable rate mortgages, amortized over 30
    years with a 5-year term, with no prepayment penalty.  North
    Shore will release its Liens on any individual piece of
    Collateral in the event the balance of the amount allocated to
    that piece of Collateral is paid in full.  The monthly
    installments will commence on the 20th day of the first month
    after the Effective Date and will be paid on the 20th day of
    each subsequent month until the full principal amount is paid.
    North Shore's Prepetition Loan Documents will remain in full
    force and effect to the extent they are not altered by the
    Plan.

(d) Class 3D: Allowed Secured Claim of Securant.  The Allowed
    Secured Claim of Securant in Class 3D is impaired.  Securant's
    total Claim is deemed to be an Allowed Secured Claim of
    $1,736,663 as of the Petition Date.  Securant will retain its
    Liens on its Collateral to secure the obligations due to it
    pursuant to the Plan.  Securant's Allowed Secured Claim will
    be paid by the Reorganized Debtor in equal monthly
    installments of principal with fixed interest at the rate of
    4.25% per annum for years 1-5, and at the rate of 4.50% for
    years 6-7, amortized over 30 years with a 7-year term, with no
    prepayment penalty.  Securant will release its liens on its
    Collateral in the event the balance of the amount allocated to
    that piece of Collateral is paid in full.  The monthly
    installments will commence on the 20th day of the first month
    after the Effective Date and will be paid on the 20th day of
    each subsequent month until the full principal amount is paid.
    Securant's Prepetition Loan Documents will remain in full
    force and effect to the extent they are not altered by the
    Plan.

(e) Class 3E: Allowed Secured Claim of WaterStone.  The Allowed
    Secured Claim of WaterStone in Class 3E is impaired.
    WaterStone's total claim is deemed to be an Allowed Secured
    Claim of $5,146,230 as of the Petition Date.  WaterStone will
    retain its Liens on its Collateral to secure the obligations
    due to it pursuant to the Plan.  If WaterStone votes to accept
    the Plan, WaterStone's Allowed Secured Claim will be paid by
    the Reorganized Debtor in equal monthly installments of
    principal with fixed interest at the rate of 4% per annum
    amortized over 30 years with a 5-year term, with no prepayment
    penalty.  If WaterStone votes to reject the Plan, WaterStone's
    Allowed Secured Claim will be paid by the Reorganized Debtor
    in equal monthly installments of principal with fixed interest
    at the rate published in the Wall Street Journal on the
    Confirmation Date for 5-year adjustable rate mortgages,
    amortized over 30 years with a 5-year term, with no prepayment
    penalty.  WaterStone's Allowed Secured Claim will be allocated
    across the individual pieces of Collateral in the amounts
    reflected on Addendum 3.0; WaterStone will release its Liens
    on any individual piece of Collateral in the event the balance
    of the amount allocated to such piece of Collateral is paid in
    full.  The monthly installments will commence on the 20th day
    of the first month after the Effective Date and will be paid
    on the 20th day of each subsequent month until the full
    principal amount is paid.  WaterStone's Prepetition Loan
    Documents will remain in full force and effect to the extent
    they are not altered by the Plan.

A hearing on the approval of the plan and its modifications is
scheduled for Oct. 19, 2011, at 1:00 p.m.  Objections are due by
Oct. 18.

A full-text copy of the Plan, dated July 29, is available for free
at http://ResearchArchives.com/t/s?76f9

BMO Harris is represented by:

         Michael J. Bennett, Esq.
         LICHTSINN & HAENSEL, S.C.
         111 East Wisconsin Avenue, Suite 1800
         Milwaukee, WI 53202
         Tel: (414) 276-3400
         Fax: (414) 276-9278
         E-mail: mbennett@lhlawfirm.com

North Shore is represented by:

         Todd T. Nelson, Esq.
         STUPAR & SCHUSTER, S.C.
         633 W. Wisconsin Ave., Suite 1800
         Milwaukee, WI 53203
         Tel: (414) 271-8833
         Fax: (414) 271-2866
         E-mail: tnelson@ssclaw.com

Waterstone Bank is represented by:

         William F. Bruss, Esq.
         WATERSTONE BANK SSB
         11200 West Plank Court
         Wauwatosa, WI 53226
         Tel: (414) 258-6410
         Fax: (414) 258-9016
         E-mail: wbruss@wsbonline.com

Wells Fargo is represented by:

         Jay Pitner, Esq.
         GRAY & ASSOCIATES, L.L.P.
         16345 West Glendale Drive
         New Berlin, WI 53151-2841
         Tel: (414) 224-8404
         Fax: (414) 224-1279
         E-mail: jpitner@gray-law.com

                       About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total debts as of the Petition Date.  Jerome R.
Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


BION ENVIRONMENTAL: Incurs $7 Million Net Loss in Fiscal 2011
-------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $6.99 million on $0 of revenue for the
year ended June 30, 2011, compared with a net loss of
$2.97 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $9.02 million
in total assets, $8.94 million in total liabilities, $2.52 million
in Series B Redeemable Convertible Preferred stock, and a $2.44
million total deficit.

GHP Horwath, PC, in Denver, Colorado, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenue and has suffered recurring losses from operations.

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

                        http://is.gd/soOkod

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.


BIONOL CLEARFIELD: Getty Tells Court to Stay Out of Dispute
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Getty Petroleum Marketing
Inc. is turning to a recent Supreme Court ruling to argue that
ethanol-plant operator Bionol Clearfield LLC has no right to ask a
bankruptcy judge to force it to pay Bionol more than $230 million.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between $100
million and $500 million.  The Company owns a plant that produces
bio-based chemicals and fuels from renewable feedstock.


BPP TEXAS: Blasts Citizens Bank's Objections to Ch. 11 Plan
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that BPP LLC blasted
objections to its reorganization plan Thursday, saying Citizens
Bank of Pennsylvania based its protests on a questionable expert
with an agenda.

Citizens, which holds a $66 million claim against BPP, was the
only creditor to vote against the debtors' plan to sell off 22
hotels in Texas, Wisconsin, Michigan, Minnesota, Illinois and Iowa
over a four-year period. The bank told a Texas bankruptcy court
that it doubted the feasibility of the plan based on the
evaluation of an unidentified expert, according to Law360.

As reported in the Troubled Company Reporter on Aug. 4, 2011,
Citizens Bank of Pennsylvania, a creditor of BPP Texas, LLC, et
al., is asking the bankruptcy court deny confirmation of the
Debtors' Second Amended Joint Consolidated Plan Of Reorganization
dated June 14.

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

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

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

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

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

   5. The Plan discriminates against Citizens' deficiency claim.

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

                          About BPP Texas

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

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

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


BXP 1 LLC: Court Confirms Chapter 11 Plan
-----------------------------------------
Judge Sean H. Lane the U.S. Bankruptcy Court for the Southern
District of New York, confirmed BXP 1 LLC's Plan of Reorganization
on Sept. 8, 2011, after determining that the Plan meets all
requirements for confirmation under Section 1129 of the Bankruptcy
Code.

The Plan was amended to provide that all funds held in the
Debtor's bank accounts will be paid to Lender 1636-40 Universe
Debt LLC upon the Effective Date of the Plan and the amendment
meets the requirements of 1127(a) and (c) with no adverse impact
on the treatment of any claim or equity interest of any equity
security holder and no further solicitation or voting is required.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?76fa

                         About BXP 1 LLC

Porter Ranch, California-based BXP 1 LLC owns six apartment
buildings in the Bronx, New York.  On July 13, 2010, Angela Ortiz
was appointed as receiver of the Debtor's real property.

The Debtor filed a Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-15608) on Oct. 27, 2010.  Backenroth Frankel
& Krinsky, LLP, represents the Debtor in the Chapter 11 case.
In its schedules, the Debtor disclosed $19,356,812 in total assets
and $13,931,125 in total debts as of the Petition Date.

In June 2011, the Debtor and 1636-40 Universe Debt LLC, the
lender, reached a stipulation consenting to the receiver's
continued control of the property and the receiver's retention of
Sally E. Unger, Esq. at Kossoff & Unger, as her counsel.


CENTER COURT: Misses Deadlines, Case Dismissed by Judge
-------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge
Maureen Tighe on Sept. 16 dismissed the bankruptcy case of the
office building owner Center Court Partners LLC after it failed to
meet deadlines set by the court.

Secured creditor Montecito Bank & Trust asked the bankruptcy judge
to dismiss the Chapter 11 case of Center Court Partners, LLC,
barring the Debtor from re-filing for a period of 180 days,
remanding the Van Nuys Action (1:11-ap-1384-MT) back to state
court, directing the Debtor to immediately turn over to the Bank
all cash collateral, and directing the Debtor to immediately turn
over to the Bank copies of all of its book and records related to
its ownership of the Property, citing as grounds:

  -- the Debtor is unable to obtain financing sufficient to
     satisfy the Bank's secured claim in full,

  -- the Debtor has failed to file an amended plan and disclosure
     statement on or before Aug. 18, 2011, as ordered by the
     Court, and has no reasonable likelihood of confirming a plan
     within a reasonable period of time, and

  -- the Debtor is a single asset real estate entity with few non-
     insider creditors that filed this bankruptcy case on the eve
     of foreclosure in bad faith solely for the benefit of the
     Debtor's principal and guarantor, Roger W. Meyer.

The Van Nuys Action refers to the Complaint filed by the Debtor on
Feb. 14, 2011, against the Bank, in the Van Nuys East Division of
the Los Angeles Superior Court, commencing Case No. LC092694.  The
Debtor removed the Van Nuys Action to the Bankruptcy Court on
May 23, 2011, where it is pending as Case No. 1:11-ap-01384-MT.

Counsel for Montecito Bank & Trust can be reached at:

         Ashleigh A. Danker, Esq.
         KAYE SCHOLER LLP
         1999 Avenue of the Stars, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 788-1000
         Fax: (310) 788-1200

On June 20, 2011, the Debtor filed its Chapter 11 Plan and
Disclosure Statement.  At the conclusion of the case status
conference on June 28, 2011, the Court set Aug. 18, 2011, as the
deadline for the Debtor to file an amended plan and disclosure
statement.  On Aug. 15, 2011, counsel for the Debtor sent an email
to counsel of the Bank that the Debtor is no longer seeking
confirmation of a plan, and consistent with this email, the Debtor
failed to file an amended plan by Aug. 18, 2011, as ordered by the
Court.

                        About Center Court

Based in Agoura Hills, California, Center Court Partners LLC owns
a commercial property located at 29501 Canwood Street, Agoura
Hills, Calif.  The monthly rent receipts are the Debtor's sole
source of income.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25,
2011.  Judge Maureen Tighe presides over the case.  Martin D.
Gross, Esq., represents the Debtor as counsel.  The Debtor
estimated both assets and debts between $10 million and
$50 million as of the Chapter 11 filing.


CIRCLE ENTERTAINMENT: Borrows $750,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $750,000, bearing interest at the
rate of 6% per annum on Sept. 15 through Sept. 20, 2011.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                     About Circle Entertainment

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

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

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

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

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

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


CITIZENS BANK: Closed; Tri Counties Bank Assumes All Deposits
-------------------------------------------------------------
Citizens Bank of Northern California in Nevada City, Calif., was
closed on Friday, Sept. 23, 2011, by the California Department of
Financial Institutions, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Tri
Counties Bank of Chico, Calif., to assume all of the deposits of
Citizens Bank of Northern California.

The seven branches of Citizens Bank of Northern California will
reopen during normal banking hours as branches of Tri Counties
Bank.  Depositors of Citizens Bank of Northern California will
automatically become depositors of Tri Counties Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Citizens Bank of Northern California should continue
to use their existing branch until they receive notice from Tri
Counties Bank that it has completed systems changes to allow other
Tri Counties Bank branches to process their accounts as well.

As of June 30, 2011, Citizens Bank of Northern California had
around $288.8 million in total assets and $253.1 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Tri Counties Bank agreed to purchase essentially all
of the assets.

Customers with questions about today's transaction should call the
FDIC toll-free at 1-800-430-6165.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/cbnc.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $37.2 million.  Compared to other alternatives, Tri
Counties Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Citizens Bank of Northern California is the 73rd
FDIC-insured institution to fail in the nation this year, and the
fourth in California.  The last FDIC-insured institution closed in
the state was San Luis Trust Bank, FSB, San Luis Obispo, on
February 18, 2011.


CITIZENS REPUBLIC: William Fenimore Elected to Board of Directors
-----------------------------------------------------------------
William M. Fenimore Jr. was elected to the Citizens Republic
Bancorp, Inc.'s board of directors pursuant to the terms of
Citizens' Series A Fixed Rate Cumulative Perpetual Preferred Stock
issued to the United States Department of Treasury in December
2008 in connection with Citizens' participation in Treasury's
Capital Purchase Program.  Pursuant to the terms of Citizens'
written supervisory agreement with the Federal Reserve Bank of
Chicago and the Michigan Office of Financial and Insurance
Regulation, the FRBC approved the election of Mr. Fenimore on
Sept. 19, 2011.  Under the terms of the Series A Preferred Stock,
Treasury has the right to appoint up to two directors to Citizens'
Board of Directors at any time that dividends payable on the
Series A Preferred Stock have not been paid for an aggregate of
six quarterly dividend periods.  The terms of the Series A
Preferred Stock provide that Treasury will retain the right to
elect such directors until all accrued and unpaid dividends have
been paid.  To date, Mr. Fenimore is the only Citizens director so
elected by Treasury.

Mr. Fenimore, 67, has more than thirty years of experience in the
banking industry.  His career included various senior management
responsibilities with CoreStates Financial Corp. and its
predecessor, where he worked for nearly 30 years.  In 1994, he
joined Meridian Bank, where he served until 1996 as its group
executive vice president, chief technology and strategic planning
officer.  He served from 1996 until 1999 as the chief executive
officer of Integrion Financial Network, an enterprise established
by various large financial institutions to build and operate a
common Internet technology infrastructure to serve the e-commerce
needs of financial services companies.  From 2000 through 2003,
Mr. Fenimore was president of Fenimore and Associates, a
consulting company providing services in the areas of strategic
positioning, organizational and financial structuring, strategic
technology planning and operational management.  In 2003, he
became a managing partner at BridgeLink LLC, a Switzerland-based
firm providing capital raising and related advisory services to
companies in the United States and Europe, where he served until
2008.

Mr. Fenimore will be compensated under Citizens' standard
compensation arrangement for outside directors as described in
Citizens' most recent proxy statement.  The Board has not yet made
a determination as to any committee appointments for Mr. Fenimore,
although it intends to appoint him to the board of its Citizens
Bank subsidiary.  There have been no transactions within the last
fiscal year, or any currently proposed transactions, in which
Citizens was or is to be a participant and in which he has or had
a direct or indirect material interest.

                      About Citizens Republic

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

The Company reported a net loss of $292.9 million on
$329.1 million of net interest income for 2010, compared with a
net loss of $514.2 million on $310.4 million of net interest
income for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$9.966 billion in total assets, $8.954 billion in total
liabilities, and stockholders' equity of $1.012 billion.

                          *     *     *

As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded
the long-term and short-term Issuer Default Ratings for Citizens
Republic Bancorp, Inc., and its principal banking subsidiaries to
'CCC/C' from 'B-/B', respectively.


COLUSA MUSHROOM: Court Dismissed Panel's Suit v. Counsel
--------------------------------------------------------
David N. Chandler Sr. was the attorney for the Official Creditors
Committee in the Chapter 11 proceedings commenced by Colusa
Mushroom, Inc., in 2005.  Mr. Chandler's employment was approved
by the court pursuant to 11 U.S.C. Sec. 1103(a).  Richard K.
Schultze, et al., were members of the Creditors Committee. After
conversion of the case to Chapter 7 -- conversion dissolved the
Committee -- they commenced action as individuals against Mr.
Chandler and his professional corporation in state court for
malpractice.  They allege that Colusa's plan of reorganization
called for the sale of its business to a third party with the
Colusa taking back a note for part of the purchase price.  The
note was to be secured by the business assets.  They allege that
the attorney for Colusa negligently failed to file a financing
statement to perfect the security interest, and that Chandler had
a duty to make sure the security interest was properly perfected.
Plaintiffs allege that they suffered damages as a result.  Mr.
Chandler removed the action to the Bankruptcy Court and sought
dismissal.  Mr. Chandler advances several arguments based on
federal law for dismissal of the case.  However, the Court held
that Mr. Chandler did not have a duty to the individual creditors
to insure that the Debtor's counsel properly filed the financing
statement.  The Court granted Mr. Chandler's motion to dismiss
without addressing the federal issues.

The lawsuit is, RICHARD K. SCHULTZE, et al., v. DAVID N. CHANDLER,
SR., et al., Adv. Proc. No. 11-1118 (Bankr. N.D. Calif.).  A copy
of Alan Jaroslovsky's Sept. 21, 2011 Memorandum is available at
http://is.gd/sf4Hu0from Leagle.com.

Colusa Mushroom, Inc., based in Petaluma, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 05-12180) on
Aug. 22, 2005.  The Law Offices of Michael C. Fallon represented
the Debtor.  In its petition, the Debtor estimated $50,000 to
$100,000 in assets and $1 million to $10 million in assets.

Colusa Mushroom's plan of reorganization was confirmed June 29,
2006. Pursuant to the plan, the debtor's business was to be sold
to Premier Mushrooms, LP.  The debtor's estate was to receive a
note for roughly $1.3 million secured by the assets sold to
Premier. The note was to be paid in three annual installments of
$100,000 and a balloon payment of roughly $1 million due on June
30, 2010.  Premier made the three installment payments but failed
to make the balloon payment amid its own financial woes.  Colusa
Mushroom's case was subsequently converted to Chapter 7 and Jeffry
Locke was appointed trustee.   As reported by the TCR on Sept. 22,
2011, Mr. Locke has asked the Court to approve a compromise
whereby he accepts $102,245 in full satisfaction of the note.  The
Court has approved the compromise.


CORD BLOOD: Amends 20.6 Million Common Shares Offering
------------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.3 to Form S-1 registration
statement relating to the resale of 20,652,270 shares of the
Company's common stock, par value of $0.0001, by certain
individuals and entities who beneficially own shares of the
Company's common stock.

The Company is not selling any shares of its common stock in the
offering and therefore will not receive any proceeds from the
offering.  However, the Company will receive proceeds from the
sale of its common stock under the Securities Purchase Agreement
and the amendments thereto, which were entered into between the
Company and Tangiers Investors, LP, the selling stockholder.  The
Company agreed to allow Tangiers to retain 10% of the proceeds
raised under the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement, the Company was
able, at its discretion, to periodically issue and sell to
Tangiers shares of the Company's common stock for a total purchase
price of $4,000,000.

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

                        http://is.gd/hmVUkt

                     About Cord Blood America

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

The Company reported a net loss attributable to Cord Blood America
of $8.09 million on $4.13 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss attributable to Cord Blood
of $9.77 million on $3.24 million of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $7.56 million
in total assets, $8 million in total liabilities, and a $441,482
total stockholders' deficit.

As reported by the TCR on April 5, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2010.


CREATIVE VISTAS: Inks Stock Purchase Agreement with Cancable
------------------------------------------------------------
Creative Vistas, Inc., on Sept. 16, 2011, entered into a Stock
Purchase Agreement with Cancable Holding Corp., a wholly-owned
subsidiary of the Company and Cancable and Dependable Hometech,
LLC, pursuant to which the Company sold its equity interest in
Cancable to Purchaser for a consideration of US$1.00.  In
connection with that sale, the Company assigned certain of its
liabilities and obligations to Cancable, including:

    (i) a secured term note of the Company dated Feb. 13, 2006,
        for an original principal amount of US$8.25 million, which
        is currently held by Valens U.S. SPV I, LLC, Valens
        Offshore SPV I, Ltd., and PSource Structured Debt Limited;

   (ii) a secured term note of the Company dated June 24, 2008,
        for an original principal amount of US$800,000, which is
        currently held by VUS; and

  (iii) a secured term note of the Company dated June 24, 2008,
        for an original principal amount of US$1.7 million, which
        is currently held by Valens Offshore SPV II, Corp.

The aggregate outstanding amount owed under the Notes was
approximately US$9.8 million as of Sept. 14, 2011.  The Holders
also (a) terminated and cancelled all guarantees, security
interest and other obligations of the Company and certain of its
subsidiaries related to approximately US$1.5 million of
indebtedness owed to the Holders by certain other subsidiaries of
the Company, (b) cancelled their warrants and options to purchase
approximately 15.6 million shares of common stock of the Company,
as well as the stock of certain of the Company's subsidiaries, and
(c) terminated and cancelled all guarantees, security interest and
other obligations of the Company and certain of its subsidiaries
related to approximately US$5.1 million of indebtedness owed to
the Holders by Cancable and its subsidiaries.  In addition, in
connection with the sale of Cancable to Purchaser, the Company
assigned its rights in certain receivables owed to the Company by
certain wholly-owned subsidiaries of Cancable, totaling
approximately US$4.8 million as of September 14, 2011.

                       About Creative Vistas

Headquartered in Whitby, Ontario, Canada, Creative Vistas, Inc.,
provides security-related technologies and systems.  The Company
also provides the deployment of broadband services to the
commercial and residential market.  The Company primarily operates
through its subsidiaries AC Technical Systems Ltd. and Iview
Digital Video Solutions Inc., to provide integrated electronic
security-related technologies and systems.

As reported by the TCR on April 8, 2011, Kingery & Crouse PA, in
Tampa, Florida, expressed substantial doubt about Creative Vistas'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has working capital and stockholder deficiencies.

The Company reported a net loss of $681,807 on $39.87 million of
revenues for 2010, compared with a net loss of $1.60 million on
$39.77 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed $10.87
million in total assets, $25.61 million in total liabilities and a
$14.74 million total shareholders' deficiency.


CUMULUS MEDIA: Completes Acquisition of Citadel
-----------------------------------------------
Cumulus Media Inc. has completed its previously announced
acquisition of Citadel Broadcasting Corporation, and as a result
Citadel is now an indirect wholly-owned subsidiary of Cumulus.
With the completion of the Citadel acquisition, Cumulus Media is
the largest pure-play radio broadcaster in the United States, and
owns or operates more than 570 radio stations in 120 markets and a
nationwide radio network serving over 4000 stations.

Based on preliminary results of the elections by Citadel
stockholders and warrant holders, and the application of the
proration procedures provided for in the merger agreement with
Citadel, Cumulus Media expects to pay a total of approximately
$1.418 billion in cash and issue approximately 26,229,056 shares
of its Class A common stock and warrants to purchase 71,683,741
shares of its Class A common stock to Citadel securityholders in
connection with the Citadel acquisition.  As a result of the
application of those proration procedures, Citadel stockholders
and warrant holders who elected to receive cash in the Citadel
acquisition (or who did not make an election) will receive, per
Citadel share or warrant, as applicable, $30.40 in cash and 1.521
shares of (or warrants exercisable for) Cumulus Media common
stock.  Citadel stockholders and warrant holders who elected to
receive stock in the Citadel acquisition will receive, per Citadel
share or warrant, as applicable, 8.525 shares of (or warrants
exercisable for) Cumulus Media Class A common stock.  Cumulus
Media will pay cash in lieu of issuing fractional shares of its
Class A common stock as provided for, and pursuant to the
procedures set forth in, the merger agreement.

In connection with the closing of the Citadel acquisition and the
completion of Cumulus Media's previously announced global
refinancing related thereto, Cumulus Media also repaid
approximately $1.4 billion in outstanding senior or subordinated
indebtedness and other obligations of Cumulus Media and certain of
its other wholly-owned subsidiaries, and of Citadel.  Cumulus
Media's $610.0 million of 7.75% senior notes due 2019, issued in
May 2011, remain outstanding.  This global refinancing, and the
cash portion of the purchase price payable in the Citadel
acquisition, is being funded with:

    (i) $1.325 billion in borrowings under a new first lien term
        loan, $200.0 million in borrowings under a new first lien
        revolving credit facility and $790.0 million in borrowings
        under a new second lien term loan; and

   (ii) proceeds from the sale of $475.0 million in shares of
        Cumulus Media's common stock, preferred stock and warrants
        to purchase common stock to certain investors in a private
        placement exempt from the registration requirements under
        the Securities Act of 1933.

Pursuant to the Equity Investment, Cumulus Media issued and sold
(i) 51,843,318 shares of its Class A common stock to an affiliate
of Crestview Partners II, L.P.; (ii) $125 million of a newly
created class of perpetual redeemable non-convertible preferred
stock, on which dividends are payable in cash or through the
issuance of additional shares of preferred stock and accrue at an
initial rate of 10% per annum for the first six months from
issuance, with increases in such rate every two years thereafter,
to an affiliate of Macquarie Capital (USA) Inc.; and (iii)
2,445,392 shares of its Class A common stock and warrants to
purchase 26,356,449 shares of its Class A common stock to UBS
Securities LLC and certain other investors to whom UBS Securities
syndicated a portion of its investment commitment.  In addition
and also as a part of the agreement governing the Equity
Investment, Cumulus Media issued to Crestview warrants to purchase
7,776,498 shares of Cumulus Media Class A common stock, with an
exercise price of $4.34 per share.

Effective upon the completion of the Citadel acquisition, Cumulus
Media appointed Arthur J. Reimers, an independent investor and
consultant, and Jeff Marcus, a partner of Crestview, to its Board
of Directors, and named Mr. Marcus as the Lead Director of the
Board.

After giving effect to the issuance of shares of Class A common
stock and warrants exercisable for shares of Class A common stock
in the Citadel acquisition and pursuant to the Equity Investment,
Cumulus Media would have had approximately 238,839,650 shares of
Class A common stock outstanding on a fully-converted to Class A
common stock basis.

A full-text copy of the complete SEC disclosure is available at no
charge at http://is.gd/lOpZ57

                        About Cumulus Media

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

The Company's balance sheet at June 30, 2011, showed
$367.20 million in total assets, $689.67 million in total
liabilities, and a $322.47 million total stockholders' deficit.

                          *     *     *

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

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


CUMULUS MEDIA: Amends 28.8 Million Common Shares Offering
---------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-3 registration statement
relating to the resale from time to time of up to 28,801,841
shares of Class A common stock, par value $0.01 per share, and
warrants to purchase shares of Class A common stock, by Ares
Management LLC, Global Undervalued Securities Master Fund, LP, and
UBS Securities LLC, et al.  These shares of Class A common stock
are shares that the selling securityholders purchased in a private
placement and include shares of Class A common stock issuable
pursuant to warrants issued to the selling securityholders in the
private placement.

The prospectus also relates to the resale from time to time of
shares of the Company's Class B common stock, par value $0.01 per
share, that, pursuant to the terms and conditions of the agreement
governing the warrants, the Company has the right to issue, upon
exercise of the warrants, in lieu of an equal number of shares of
Class A common stock, and warrants to purchase shares of Class B
common stock that, pursuant to the Warrant Agreement, upon request
of a holder and at its discretion, the Company has the right to
exchange for warrants to purchase an equivalent number of shares
of Class A common stock.

The Company's Class A common stock is traded on the NASDAQ Global
Select Market under the symbol "CMLS."  On Sept. 21, 2011, the
closing price was $2.89 per share.  Neither the Company's Class B
common stock nor warrants are currently listed or traded on any
national securities exchange.

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

                        About Cumulus Media

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

The Company's balance sheet at June 30, 2011, showed
$367.20 million in total assets, $689.67 million in total
liabilities, and a $322.47 million total stockholders' deficit.

                          *     *     *

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

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


CYBERDEFENDER CORP: Receives Non-Compliance Notice from Nasdaq
--------------------------------------------------------------
CyberDefender Corporation, on Sept. 16, 2011, received a letter
from the Listings Qualifications Department of The Nasdaq Stock
Market stating that, because the Company's Market Value of
Publicly Held Shares was less than $15,000,000 during the period
from Aug. 3, 2011, to Sept. 15, 2011, the Company no longer meets
the requirement of Listing Rule 5450(b)(2)(C).

The Nasdaq letter states that, pursuant to the Listing Rules, the
Company has a 180 day compliance period, which expires on
March 14, 2012, during which it must comply with the Listing
Rules.  If during the compliance period the Company's MVPHS closes
at $15,000,000 or more for a minimum of ten consecutive business
days, Nasdaq will provide the Company written confirmation of
compliance and the matter will be closed.  In the event the
Company does not regain compliance prior to the expiration of the
compliance period, the Company will receive written notification
from Nasdaq that the Company's securities are subject to
delisting.  The Nasdaq letter also states that, alternatively, the
Company might consider applying for a transfer to the Nasdaq
Capital Market provided the Company satisfies the requirements for
continued listing on that market.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company's balance sheet at June 30, 2011, showed $7.9 million
in total assets, $40.6 million in total liabilities, and a
stockholders' deficit of $32.7 million.

                      May Consider Bankruptcy

"We are presently engaged in active discussions for additional
investments by existing and prospective investors but we have no
funding commitments in place at this time and we can give no
assurance that such capital will be available on favorable terms,
or at all.  If we cannot obtain financing, then we may be forced
to further curtail our operations, or possibly be forced to
evaluate a sale or consider other strategic alternatives such as
bankruptcy."


DESERT OASIS: Can Hire Swecker & Company as Accountants
-------------------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada authorized Desert Oasis Apartments, LLC, to
employ Swecker & Company, Ltd., as their accountants nunc pro tunc
to May 10, 2011.

Swecker will render accounting services, including, but not
limited to, bank reconciliations; adjusting journal entries; and
preparation of general ledgers, financial statements, and annual
partnership income tax returns.

Swecker's standard billing rates are:

         CPA review             $300
         Staff Accountant       $120
         Administrative Staff    $60

Swecker has assured the Court that it is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18,067,242 in assets and $20,291,316 in liabilities as
of the Chapter 11 filing.

No trustee or creditors committee have been appointed in the case.


DIGITILITI INC: Signs $1.5MM Notes & Warrants Purchase Agreement
----------------------------------------------------------------
Digitiliti, Inc., on June 29, 2011, entered into the Junior
Secured Convertible Promissory Note and Warrant Purchase Agreement
with certain investors, whereby upon meeting certain conditions
the Investors may purchase up to the aggregate principal amount of
$1,500,000 of Junior Secured Convertible Promissory Notes and
five-year warrants to purchase the number of shares of common
stock equal to 10% of the principal amount of the Notes divided by
the exercise price of $0.06 per share at the aggregate purchase
price equal to the principal amount of the Notes.

The Notes bear interest at the rate of 8% per annum, are secured
by the assets of the Company, but the repayment is subordinated to
the repayment of all secured notes previously issued by the
Company.  The Notes mature twenty-four months after the closing of
the First Tranche, but the maturity date may be extended by the
Company for up six additional months.  The payment of principal
and accrued interest is due on the maturity date.  In addition,
upon meeting certain conditions, including stockholder approval to
increase the number of authorized shares, the Notes may be
convertible into common shares at the conversion rate of $0.06 per
share.

Upon meeting certain conditions, including the hiring of a new
President and Chief Executive Officer, the Investors were entitled
to purchase in a Second Tranche an additional minimum principal
amount of $500,000 of Notes and Warrants up to a maximum of
$1,000,000.

The Purchase Agreement further provides that the Investors
collectively have the right to nominate one director to the
Company's Board of Directors for as long as the Notes remain
outstanding.  In addition, the agreement restricts the Company
from taking certain actions without written consent of holders of
more than 50% in principal amount of the outstanding Notes,
including the sale of the Company, amendment of the Certificate of
Incorporation, change in the size of the Board of Directors and
the creation of any new debt security.  The Purchase Agreement
also contains indemnification provisions.

Under the terms of the Purchase Agreement, certain investors who
had purchased securities from the Company in a recent private
placement and a director who had previously purchased promissory
notes from the Company may convert such securities into the same
securities sold to the Investors under the Purchase Agreement.

Upon entering into the Purchase Agreement on June 29, 2011, the
Investors purchased $500,000 in principal amount of Notes and
Warrants to purchase 833,334 shares, which is referred to as the
First Tranche, for an aggregate purchase price of $500,000.  As
conditions to closing the First Tranche, Jack Scheetz was
appointed as an interim President and Chief Executive Officer and
as a director until a new President and Chief Executive Officer
could be located and hired by the Company.

On Sept. 15, 2011, the Investors purchased $525,000 in principal
amount of Notes and Warrants to purchase 875,000 shares, which
meets the minimum amount required of $500,000 to break escrow and
release funds under the Second Tranche, for an aggregate purchase
price of $525,000.  Under the terms of the Purchase Agreement, the
Investors may purchase up to a maximum amount of $1,000,000 of
securities under the Purchase Agreement.  As a condition for
breaking escrow and releasing funds under the Second Tranche, the
Investors waived the condition requiring the hiring of a new
President and Chief Executive Officer.  In addition, breaking
escrow and releasing funds under this Second Tranche did not
involve the repayment or conversion of $50,000 of indebtedness
owed to one of the Company's directors as conditioned in the
Purchase Agreement.  At this time, this indebtedness will remain
outstanding until resolved between the Company and the director.

                       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.

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.


DRYSHIPS INC: To Distribute Ocean Rig Shares as Part of Spin Off
----------------------------------------------------------------
DryShips Inc. said that based on 408,394,836 common shares
outstanding as of the record date of Sept. 21, 2011, DryShips will
distribute 2,967,359 common shares of Ocean Rig UDW on a pro rata
basis, or 0.007266 common shares of Ocean Rig UDW for every one
share of common stock of DryShips.  The distribution date for the
partial spin off is Oct. 5, 2011.

Ocean Rig UDW common shares began trading on a "when issued" basis
on the Nasdaq Global Select Market under the ticker symbol "ORIGV"
on Sept. 19, 2011, and it is expected that Ocean Rig UDW common
shares will begin "regular way" trading on the Nasdaq Global
Select Market on Oct. 6, 2011.

As previously announced, fractional shares of Ocean Rig UDW common
stock will not be distributed to DryShips shareholders.  Instead,
fractional shares of Ocean Rig UDW will be aggregated and sold in
the open market, with the net proceeds distributed pro rata in the
form of cash payments to DryShips' shareholders who would
otherwise be entitled to receive a fractional share of Ocean Rig
UDW common stock.

No action or payment is required by DryShips' shareholders to
receive shares of Ocean Rig UDW common stock.  An Information
Statement containing details regarding the distribution of the
Ocean Rig UDW common stock will be mailed to DryShips'
shareholders prior to the distribution date.  Investors are
encouraged to consult with their financial advisers regarding the
specific implications of buying or selling DryShips common stock
after the ex-dividend date of Sept. 19, 2011.

The distribution of shares of Ocean Rig UDW common stock or cash
in lieu thereof in the partial spin-off will be characterized as a
taxable dividend for United States federal income tax purposes.
The amount of the dividend for such tax purposes will be equal to
the sum of (x) the fair market value of Ocean Rig UDW Shares
received by a U.S. Holder; and (y) any cash payment in lieu of
fractional shares paid to a U.S. Holder.

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

                         http://is.gd/LlHoAN

                         About DryShips Inc.

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

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

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

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

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


ENCINO CORPORATE: Has Until Nov. 16 to Propose Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Encino Corporate Plaza, L.P's exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
Nov. 16, 2011, and Jan. 15, 2011, respectively.

As reported in the Troubled Company Reporter on Sept. 1, 2011, the
Debtor said it continues to be engaged in discussions with its
primary secured creditor, Wells Fargo Bank, N.A., as trustee for
the certificate holders of the ML-CFC Commercial Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates Series
2006-3, in an effort to formulate the terms of a consensual plan
of reorganization.  The Debtor also continues to make postpetition
interest payments to the Lender.

The Lender asserted that it is currently owed in excess of
$33 million under the loan, secured by the Property, the fixtures
and personal property located at or on the Property, as well as
the Debtor's cash, which is derived primarily, if not entirely,
from rent received by the Debtor from its tenants.  The Debtor
disputes the claim amount asserted by the Lender.

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns the real property commonly
known as Encino Corporate Plaza, located at 16661 Ventura
Boulevard, Encino, California.  The Property is a ten-story
building containing approximately 135,000 square feet of rentable
space.  The Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene
Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California,
serve as the Debtor's counsel.  The Debtor disclosed $34,268,167
in assets and $33,413,759 in liabilities as of the Chapter 11
filing.


EQUIPOWER RESOURCES: Moody's Affirms Ba3 Rating on Facilities
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating and revised the
outlook on EquiPower Resources Holdings, LLC (EquiPower or
Projects) $525 million senior secured credit facilities to
negative from stable. The facilities are comprised of a $425
million senior secured term loan and a $100 million senior secured
working capital facility.

Ratings Rationale

The negative outlook reflects the likely reductions in the
Projects' cash flows as the result of the Connecticut electric
generation tax under Moody's conservative scenarios. The tax law,
recently enacted in June 2011 and implemented on July 1, 2011 by
the state of Connecticut, is designed to tax all in-state electric
generators, except for those that utilize alternative energy
sources such as solar, wind, water or biomass. The tax is $2.5/MWh
and is in effect through June 30, 2013. EquiPower's two largest
assets, the gas-fired 812 MW Lake Road and 548 MW Milford projects
that make up for approximately 76% of its total owned capacity and
nearly 90% of expected cash flow, are located in Connecticut.

Lake Road and Milford's energy hedges further complicate the tax
impact since the hedges do not provide for a pass through of the
tax while merchant energy sales could potentially recover some or
all of the generator tax through higher energy prices. Moody's
estimates the cash flow impact could be roughly $10 million per
year based on energy sales tied to the energy hedge. Over the next
three years, the average annual debt service coverage ratio (DSCR)
is expected to decline to 1.45 times versus 1.66 times initially
expected under Moody's conservative scenario, while FFO/Debt is
expected to fall to 4.9% as opposed to 6.9% originally
anticipated. The tax impact is expected to be greatest in 2012
since the tax would be in place for all of that year and the
resulting DSCR and FFO/Debt is 1.27 times and 3.3% under Moody's
conservative scenario. Moody's notes that the Projects' actual
financial performance for the first six months of 2011 has been
closer to Moody's conservative case than management expectations
due to unexpected gas basis loss, lower spark spreads and other
factors.

The negative outlook also reflects the likely higher refinancing
amount since the generator tax is likely to result in less excess
cash and could diminish Equipower's longer term financial metrics.

Limited prospects exist for a rating upgrade in the near term,
especially given the introduction of the new generation tax law in
Connecticut. The outlook can be revised to stable, however, if the
Projects manage to perform at least according to Moody's original
expectations and the generator tax is not extended. Over the
longer term, positive trends that could lead to an upgrade include
greater than expected debt reduction and cash flow credit metrics
solidly in the 'Ba' category under Moody's methodology.

The rating could be downgraded if the generator tax is extended,
if the Projects' financial metrics is unlikely to revert back to
original expectations after 2012, if the Projects incur operating
problems, or if the Projects do not achieve forecasted debt
amortization levels.

The last rating action took place on January 4, 2011, when the
initial Ba3 rating was assigned with stable outlook.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

EquiPower owns four gas fired power projects totaling 1,792 MW and
is an indirect subsidiary of private equity funds managed by
Energy Capital Partners and several of the funds co-investors. The
Projects consist of the 812 MW Lake Road and 548 MW Milford
projects in Connecticut and the 264 MW MassPower and 168 MW
Dighton projects in Massachusetts. The Projects reached commercial
operation from 1993 to 2004. Energy Capital Partners manages
private equity funds that invest in the power generation,
midstream gas, renewable energy, and electric transmission sectors
of North America's energy infrastructure.


F H HAMMERSEN: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: F H Hammersen Inc.
        P.O. Box 115
        Helen, GA 30545

Bankruptcy Case No.: 11-23890

Chapter 11 Petition Date: September 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: David R. Trippe, Esq.
                  DAVID R. TRIPPE, LLC
                  P.O. Box 193
                  Sautee Nacoochee, GA 30571
                  Tel: (706) 348-9523

Estimated Assets: $0 to $50,000

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

The Company’s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb11-23890.pdf

The petition was signed by Christian F H Hammersen, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Christian F H Hammersen               11-23889            09/20/11


FIRST PHYSICIANS: Completes $1.5-Mil. Bridge Note Financing
-----------------------------------------------------------
First Physicians Capital Group, Inc., is providing updates on its
recent strategic and financing initiatives.

In September 2011, FPCG completed a $1.5 million interim round of
bridge note financing.  In conjunction with the new working
capital financing, certain existing senior noteholders extended
bridge notes issued in 2009 that were scheduled to expire in
August 2011.  Investors in the interim bridge notes received the
right to exchange their existing Series 5-A and 6-A Preferred
Stock and Common Stock to a new class of Convertible Preferred
Stock or Junior Subordinated Notes subject to certain limitations.
Upon funding of the full commitment of this financing, FPCG will
have $3.7 million in senior secured notes outstanding.
Participants in the financing include members of management,
members of the board of directors and some of the Company's
largest current shareholders and current lenders.

FPCG completed the sale of its interest in its Del Mar surgery
center in September 2011 to its physician partners.  The
consideration includes a majority in cash and the remainder in
notes and certain future contingent payments.  The Company has now
sold all of its hospitals and surgery centers.

The Company is continuing to explore potential sale or financing
opportunities relating to its ownership interests in hospital real
estate, including a sale of its hospital real estate to current
tenants or third parties, or the retirement of the Company's USDA
mortgage notes with the intention of completing a subsequent sale
of the real estate assets.  The Company is targeting completion of
this process by Q1 2012.

FPCG has received various preliminary proposals on a potential
leveraged recapitalization and going private sale of the Company.
The Company has been working with its legal counsel and bankers to
evaluate the proposals.  If and when a potential buyer or capital
partner is chosen, the Company's legal counsel will provide
appropriate information to shareholders.  The Company will
continue to provide updates as progress is made.

                       About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group'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 experienced recurring losses from operations.


FNBH BANCORP: Reports $76,900 Profit in Second Quarter
------------------------------------------------------
FNBH Bancorp, Inc., files its quarterly report on Form 10-Q,
reporting net income of $76,921 on $2.89 million of net interest
income for the three months ended June 30, 2011, compared with a
net loss of $915,345 on $2.90 million of net interest income for
the same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of $145,837 on $5.67 million of net interest income, compared with
a net loss of $1.53 million on $5.93 million of net interest
income for the same period last year.

The Company's balance sheet at June 30, 2011, showed
$293.53 million in total assets, $283.13 million in total
liabilities, and stockholders' equity of $10.40 million.

Since June 30, 2009 ,the Bank has been undercapitalized by
regulatory standards.  Effective Sept. 24, 2009, the Bank has been
subject to the terms of a Consent Order agreement with the Office
of the Comptroller of the Currency.  Pursuant to the Consent
Order, the Bank was required to achieve and maintain total capital
equal to 11% of risk weighted assets and Tier 1 capital equal to
at least 8.5% of adjusted total assets by Jan. 22, 2010.  To date,
the Bank has failed to meet these required minimum ratios and is
currently out of compliance with these required minimum capital
ratios as well as other requirements of the Consent Order.  In
light of the Bank's noncompliance with the Consent Order,
continued losses, deficient capital position and the uncertainty
regarding the ability to raise additional equity capital,
management believes it is reasonable to anticipate that further
regulatory oversight or enforcement action may be taken by the
OCC.

A complete text of the Form 10-Q is available for free at

                       http://is.gd/BWXY18

FNBH Bancorp, Inc., a Michigan business corporation, is a one bank
holding company which owns all of the outstanding capital stock of
First National Bank in Howell and all of the outstanding stock of
HB Realty Co., a subsidiary.  The Bank serves primarily five
communities, Howell, Brighton, Green Oak Township, Hartland, and
Fowlerville, all of which are located in Livingston County.


GALP WATERS: Files Schedules of Assets and Liabilities
------------------------------------------------------
GALP Waters Limited Partnership filed with the Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,511,375
  B. Personal Property            $1,422,208
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,653,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $138,292
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,402,658
                                 -----------      -----------
        TOTAL                    $15,933,583      $15,193,950

GALP Highcross Limited Partners also filed its schedules
disclosing $11,234,635 in assets and $10,477,952 in liabilities as
of the Chapter 11 filing.

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  The cases are jointly administered
before Judge Karen K. Brown.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C. represents the Debtor in its
restructuring effort.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GARRISON INT'L: $17MM Suit Filed in Quebec re Garrison Asia
-----------------------------------------------------------
Garrison International Ltd. notifies its shareholders that an
Introductory Motion in Damages and Permanent Injunction against
Garrison International Ltd., its current and former Directors and
its Legal Counsel, has been filed in the Province of Quebec.
Although the company has no operations in Quebec either current or
pending, the motion has been filed in the Superior Court, District
of Montreal, Province of Quebec by Plaintiffs Georges Haligua
Cohen and Daniel P. Neelon et al.  Mr. Cohen had previously loaned
Garrison Asia LLC, the Mongolian subsidiary of Garrison
International Ltd., the sum of $209,000 in November 2010 and
thereafter in January 2011 Mr. Cohen alleged a default and seized
the shares of Garrison Asia LLC.  The civil action, amongst other
claims, makes allegations of fraud and claims damages of
$17,301,724.  This action was filed on August 10, 2011 and the
Company is preparing its legal defence in response to this action.

The Company also wishes to notify its shareholders with an update
in regard to its News Release of May 20, 2011 concerning its
statement of the unauthorized transfer of the Company's subsidiary
in Mongolia that occurred in January and February 2011, that a
criminal action has been filed in Mongolia against Georges Cohen,
a former Director of Garrison International Ltd, and Daniel
Neelon, Counsel of Mr. Cohen, and has been assigned case number
21147156.  The criminal action pending against Mr. Cohen and Mr.
Neelon was filed under section 236 of the Mongolian Criminal Code
which refers to "a procedure which has caused substantial damage
to a business entity" and may be reviewed under Section 148 which
is entitled "Appropriation of Property by Fraud" or Section 150
which is entitled "Misappropriation or Embezzlement of Property".
The action is currently under investigation by the Mongolian
Police.  Pending the outcome of this investigation Daniel Neelon,
who resides in Ulaan Baatar, cannot leave Mongolia as he is under
a Police injunction. Georges Cohen has not returned to Mongolia
since February 2011 when he completed the transfer of the Company
subsidiary into his own name.

The Mongolian Police have directed the two parties to deliver all
of the assets of Garrison Asia LLC into their possession until the
investigation and the legal matters filed in Mongolia have been
completed. To date, the Mongolian Police have taken possession of
some but not all of Garrison Asia's assets which were taken by
Cohen and Neelon.  Thus far, Garrison Asia's company stamp as well
as its exploration and mining licenses have been recovered from
Daniel Neelon and placed into the possession of the Mongolian
Police. Recovery of other assets, such as maps, reports and a
motor vehicle, are still pending.  The corporate certificates and
registration papers of Garrison Asia, according to Mr. Cohen's
Statement of Claim in the Quebec proceedings mentioned above, have
been taken out of Mongolia and are currently held in Montreal by
Mr. Cohen.

Other matters in the Mongolian court system involve a civil action
which had been initiated by Mr. Cohen in Mongolia against two
Directors of the Company.  This action was initiated on April 26,
2011 alleging that not all of the exploration licenses held by
Garrison Asia LLC were obtained by Mr. Cohen and the plaintiffs
were seeking possession of any other exploration licenses held by
Garrison Asia.  A hearing in this matter took place on
September 21, 2011 in Ulaan Baatar in Mongolian District Civil
Court.  To date all exploration licenses held by Garrison Asia
have been delivered to the possession of the Mongolian Police
pending conclusion of the outstanding legal matters stated above.
The hearing was attended by Mr. Blair Krueger, CEO of the Company.
Neither Georges Cohen nor Daniel Neelon attended.  The judge in
the Court session reviewed the facts of the matter and determined
that the case is now dismissed.

Negotiations between the parties to resolve these issues began on
March 30, 2011 when Mr. Cohen submitted a letter to the Company
stating that he would reverse his actions and relinquish all
interest in the Company for a cash payment of $3,000,000.  The
Company rejected this proposal outright at that time. Discussions
continued with Mr. Daniel Neelon in Ulaan Baatar, on the weekend
of August 19th, 2011. At this time Mr. Neelon estimated that his
client, Mr. Cohen, had loaned the Company a little over $300,000
and also owned approximately 10,000,000 shares of Garrison which
have a current value of about $350,000.  Also at this time, Mr.
Neelon informed Garrison management that Mr. Cohen would reverse
his actions in Mongolia, drop his lawsuit for $17.3 million that
was filed in Quebec, drop his civil lawsuit filed in Mongolia, and
would sell his debt and equity back to the Company for a cash
payment of $2,000,000.  In addition, Mr. Neelon, an Attorney in
the United States of America and a member of the Massachusetts Bar
Association, requested a payment of $250,000 from the Company to
cover his legal fees from his client, which currently remain
unpaid as he claims that his client has not paid him his fees due
to date. The Company has once again rejected these requests and is
proceeding with its own action against Mr. Cohen and Mr. Neelon
under Mongolian Law.

Mr. Blair Krueger, President & CEO of Garrison says "it is
regrettable that we must spend management time and resources on
these matters, but we consider the motion filed in the Province of
Quebec to be a frivolous attempt to distract attention from the
correct jurisdiction of this matter being the courts of Mongolia.
Further, we consider these actions to be inaccurate and without
substance.  Although Mr. Cohen, Neelon et al have accused the
Directors of Garrison of fraud, in actuality we are of the opinion
that the facts show the situation to be exactly the opposite."

                          About Garrison

Garrison International Ltd. -- http://www.sedar.com/-- is a
junior mineral exploration company focused on acquiring and
developing advanced stage gold properties in Mongolia.


GATEWAY AT MOUNTAIN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Gateway At Mountain Village Fund 1, LLC
        4311 Wilshire Boulevard, Suite 100
        Los Angeles, CA 90010

Bankruptcy Case No.: 11-49675

Chapter 11 Petition Date: September 20, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Lee S. No, Esq.
                  LAW OFFICES OF LEE S. NO
                  10866 Beach Boulevard
                  Stanton, CA 90680
                  Tel: (714) 667-2811
                  Fax: (714) 667-2810
                  E-mail: lee@ohnolaw.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Jae Y. Kim, managing member.



GENOIL INC: Posts C$906,200 Net Loss in Second Quarter
------------------------------------------------------
Genoil Inc. incurred a net loss of C$906,297 for the three
months ended June 30, 2011, compared with a net loss of
C$1.2 million for the same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of C$2.4 million, compared with a net loss of C$2.9 million for
the same period last year.

The Company has not generated revenues from its technologies to
date and has funded its near term operations by way of capital
stock private placements and short-term loans.

The Company's balance sheet at June 30, 2011, showed
C$5.2 million in total assets, C$3.4 million in total
liabilities, and stockholders' equity of C$1.8 million.

A copy of the Company's interim consolidated financial statements
for the three months ended June 30, 2011, is available for free
at http://is.gd/DdECla

A copy of the Management's Discussion and Analysis of the
Company's interim consolidated financial statements for the three
months ended June 30, 2011, is available for free at:

                       http://is.gd/WTgB0s

                        About Genoil Inc.

Genoil Inc., headquartered in Alberta, Canada, is a technology
development company focused on providing innovative solutions to
the oil and gas industry through the use of proprietary
technologies.  The Company's business activities are primarily
directed to the development and commercialization of its upgrader
technology, which is designed to economically convert heavy crude
oil into light synthetic crude. The Company is listed on the TSX
Venture Exchange under the symbol GNO as well as the Nasdaq OTC
Bulletin Board using the symbol GNOLF.OB.


GENTA INC: Has 609.4 Million Outstanding Common Shares
------------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Sept. 23, 2011, was 609,459,043.

                      About Genta Incorporated

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

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

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

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

The Company's balance sheet at June 30, 2011, showed $6.44 million
in total assets, $19.10 million in total liabilities, and a
$12.65 million total stockholders' deficit.

At June 30, 2011, Genta had cash and cash equivalents totaling
$5.2 million, compared with $12.8 million at Dec. 31, 2010.  Net
cash used in operating activities during the first six months of
2011 was $7.3 million, or approximately $1.2 million per month.

                       Bankruptcy Warning

Presently, with no further financing, the Company projects that it
will run out of funds during the third quarter of 2011.  The
Company currently does not have any additional financing in place.
If the Company is unable to raise additional funds, it could be
required to reduce its spending plans, reduce its workforce,
license one or more of its products or technologies that it would
otherwise seek to commercialize, sell certain assets, or even
declare bankruptcy.  The Company said there can be no assurance
that it can obtain financing, if at all, or raise such additional
funds, on terms acceptable to it.


GLC LIMITED: To Present Plan for Confirmation Oct. 27
-----------------------------------------------------
On Sept. 6, 2011, the U.S. Bankruptcy Court for the Southern
District of Ohio entered an order approving the adequacy of GLC
Limited's Modified First Amended Disclosure Statement, filed
Sept. 1, 2011.

The Court set Oct. 14, 2011, at 4:00 p.m. (prevailing Eastern
Time) for the submission of ballots accepting or rejecting the
Plan.

The hearing to consider the confirmation of the Plan is scheduled
for Oct. 27, 2011, at 10:00 a.m. (prevailing Eastern Time).

Objections or proposed modifications, if any, to the Plan must be
filed so as to be actually received no later than 4:00 p.m.
(prevailing Eastern Time) on Oct. 21, 2011.

On Sept. 8, 2011, the Debtor filed a Modified First Amended
Disclosure Statement [Docket No. 286] with regard to the Debtor's
Modified First Amended Chapter 11 Plan of Liquidation (with
technical modifications stated on record at the disclosure
statement hearing).

The Plan is a plan of liquidation.  The Plan will be funded
through the effective collection and liquidation of the remaining
assets of the Debtor by the Plan Administrator into Cash for the
benefit of creditors of the Debtor.

The Plan designates 4 Classes of Claims and Interests:

Class 1  Secured Claims            Unimpaired. Deemed to Accept
Class 2  General Unsecured Claims  Impaired.   Entitled to Vote
Class 3  Section 510(B) Claims     Impaired.   Deemed to Reject
Class 4  Interests in the Debtor   Impaired.   Deemed to Reject

Holders of Allowed Class 1 Secured Claims, scheduled in the
aggregate amount of $255,899, will either receive (1) lump sum
payments in full; or (2) the surrender of the collateral.

Any deficiency claim will be treated as a Class 2 General
Unsecured Claim.

Holders of Allowed Class 2 General Unsecured Claim, estimated to
be approximately $27,770,456, which includes the unsecured claims
of individuals and entities who made investments in the Debtor,
will, in full and final satisfaction of their Claims, share Pro
Rata in the proceeds of the Remaining Assets after payment in full
of (i) Plan Expenses, (ii) Allowed Administrative Claims, (iii)
Allowed Priority Tax Claims, (iv) Allowed Priority Claims and (v)
Allowed Class 1 Secured Claims.

Holders of Class 3 Subordinated Claims under Section 510(b) and
(c) of the Bankruptcy Code will not receive any distribution of
account of their Claims until each holder of an Allowed Class 2
General Unsecured Claim receives payment in full plus accrued
interest.

All Class 4 Interests will be deemed canceled, and all holders of
Interests will neither receive nor retain any property under the
Plan.

A copy of the Modified First Amended Disclosure Statement {with
technical modifications) is available for free at:

       http://bankrupt.com/misc/glclimited.DS.sept82011.pdf

                        About GLC Limited

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

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

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


GLOBAL CLEAN: Posts $559,100 Net Loss in Second Quarter
-------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $559,141 on $111,328 of revenue
for the three months ended June 30, 2011, compared with a net loss
of $256,518 on $71,864 of revenue for the same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of $1.1 million on $371,552 of revenue, compared with a net loss
of $1.0 million on $204,717 of revenue for the same period last
year.

The Company's balance sheet at June 30, 2011, showed $14.0 million
in total assets, $10.9 million in total liabilities, and
stockholders' equity of $3.1 million.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about Global Clean Energy Holdings' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant losses from current operations, used a substantial
amount of cash to maintain its operations and has a large working
capital deficit.  

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

                       http://is.gd/gErmn8

Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is
anenergy agri-business focused on the development of non-food
based bio-fuel feedstock.  GCEH is focusing on the
commercialization of oil and biomass derived from the seeds of
Jatropha curcas ("Jatropha") -- a native non-edible plant
indigenous to many tropical and sub-tropical regions of the world,
including Mexico, the Caribbean and Central America.  Jatropha oil
is high-quality plant oil used as a direct replacement for fossil
fuels or as feedstock for the production of high quality first and
second generation biofuels like bio-diesel, renewable diesel or
bio-jet, which are direct replacements for diesel fuel and jet
fuel.


GREEN BANKSHARES: Posts $11.1 Million Net Loss in Second Quarter
----------------------------------------------------------------
Green Bankshares, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $11.1 million on $19.5 million of net
interest income for the three months ended June 30, 2011, compared
with net income of $2.8 million on $21.5 million of net interest
income for the same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of $21.4 million on $38.7 million of net interest income, compared
with net income of $6.0 million on $43.1 million of net interest
income for the same period last year.

The Company's balance sheet at June 30, 2011, showed
$2.294 billion in total assets, $2.172 billion in total
liabilities, and stockholders' equity of $122.0 million.

At June 30, 2011, capital ratios for the Bank and the Company
remained above the statutory minimums necessary to be deemed a
well-capitalized financial institution.  However, they fell below
the Tier 1 leverage ratio of 10.0% and the Total risk-based
capital ratio of 14.0% that the Bank had informally committed to
its regulators that it would maintain.

On May 2, 2011, the Bank received notice from the FDIC and the
TDFI that, as a result of those agencies' findings in their most
recently completed joint safety and soundness examination, the
agencies would be seeking a formal enforcement action against the
Bank aimed at strengthening the Bank's operations and its
financial condition, and that accordingly, the FDIC was pursuing
the issuance of a consent order against the Bank and the TDFI was
pursuing the issuance of a written agreement against the Bank.
The Company believes that the final terms of the order and written
agreement will contain requirements similar to those that the Bank
has already informally committed to comply with, including
requirements to maintain the Bank's capital ratios above those
levels required to be considered "well-capitalized" under federal
banking regulations.

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

                       http://is.gd/BqyLvz

Greeneville, Tennessee-based Green Bankshares, Inc., is the bank
holding company for GreenBank , a Tennessee-chartered commercial
bank that conducts the principal business of the Company.

On May 5, 2011, the Company and the Bank entered into an
Investment Agreement with North American Financial Holdings, Inc.,
a Miami-based national bank holding company, pursuant to which
North American has agreed to acquire approximately 120 million
shares of the Company's common stock at a per share purchase price
of $1.81, for a total investment of approximately $217 million.

On Sept. 7, 2011, North American and Green Bankshares announced
the closing of the investment in the Company by NAFH of
approximately $217 million through the purchase of the Company's
common stock.


H&S JOURNAL: Files Ch. 11 Plan & Disclosure Statement
-----------------------------------------------------
H&S Journal Square Associates, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of New York a plan of
reorganization and an explanatory disclosure statement.

The Plan contemplates the sale of the Debtor's property at 912-921
Bergen Avenue, in Jersey City, New Jersey.  The Debtor believes
the sale will generate sufficient proceeds to pay creditors in
full, or at least provides the opportunity for full payment
depending on the ultimate sale price.

The Debtor will retain Eastern Consolidated, a well-known
commercial broker in New York, to assist in locating a "stalking
horse" buyer.  The closing of the sale will provide the funds
needed by the Debtor to fully implement the Plan, which
principally involves addressing the first mortgage claim held by
CA 912-921 Bergen Avenue LLC, as successor to Oritani Savings
Bank.

The focus of the Plan is a two-step process to address the claims
of the first mortgage.  In the first instance, the Debtor will
cure all prepetition mortgage arrears accruing prior to the
acceleration of the mortgage on August 5, 2009, together with any
other additional defaults following a reconciliation of the
application of rents being collected by Oritani, and now CA, under
a voluntary non-court appointed receivership scenario.  Upon the
cure, the Mortgage will be deemed reinstated, and the consequences
flowing from acceleration will be reversed including, most
importantly, the imposition of default interest of 20% per annum
on the accelerated debt after August 5, 2009.  In phase two of the
Plan, the Property will be sold through a court-approved auction
process following confirmation, whereupon the reinstated mortgage
balance of $14,077,715 will be paid in full together with any
additional charges or other allowed costs associated therewith.

Under the Plan, claims filed against the Debtor are classified and
treated as:

   * Class 1 - CA Secured Claim.  The Debtor will cure all amounts
     due and owing in connection with CA Note and Mortgage prior
     to the acceleration on August 5, 2009, plus pay late charges
     and unfunded escrows, all totaling $366,271.  To the extent
     any other arrears exist after August 5, 2009, they will be
     paid as well calculated at the non-default interest rate of
     5.875%.  Upon full cure of arrears, the CA Note and Mortgage
     will be deemed reinstated.  Once cured and reinstated, the CA
     Note and Mortgage will continue to be a first lien and
     security interest encumbering the Debtor's Property and will
     be subsequently paid and satisfied in full.

   * Class 2 - Governmental Units Claims.  Any allowed claims of
     Governmental Units will be paid in full with statutory
     interest.

   * Class 3 - Allowed Valid Construction Liens Claims.  Any
     allowed Class 3 construction lien claims will be paid in full
     with interest at the federal judgment rate of interest.

   * Class 4 - Allowed General Unsecured Claims.  Holders of
     allowed Class 4 claims will be paid a pro rata dividend up to
     100% of their allowed claims with interest at the federal
     judgment rate based on calculation of the remaining Net
     Proceeds, after payment of all Allowed Administrative
     Expenses and Class 2 and 3 Claims, divided by the total
     amount of Allowed Claim 4 claims, anticipated to aggregate
     $1.6. million, including the balances owed to the Lots Store
     Trustee of approximately $1.2. million.

   * Class 5 - Equity Interests of Haskel Dweck and Scott Dweck.
     The Debtor's equity holders will divide any remaining surplus
      pursuant to any agreement that exist between themselves.

A full-text copy of the Disclosure Statement, dated Sept. 15, is
available for free at http://ResearchArchives.com/t/s?76fd

               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.


HARVEST OAKS: Plan Confirmation Hearing Set for Sept. 29
--------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, Raleigh Division, approved
the disclosure statement explaining Harvest Oaks Drive Associates,
LLC's plan of reorganization.

The Court will convene a hearing on Sept. 29, 2011, at 10:00 a.m.,
to consider confirmation of the Plan.  Sept. 28 is the last day
for filing plan confirmation objections.

The Plan contemplates a reorganization and continuation of the
Debtor's business.  Certain creditor claims will be satisfied from
income earned through the continued operations of the Debtor's
business.

The Plan designates these classes of claims and interests:

     Class                           Status
     -----                           ------
1.  Administrative Costs             Impaired
2.  Ad Valorem Taxes                 Unimpaired
3.  Tax Claims                       Unimpaired
4.  CSMS 2006-C5 Strickland Road     Impaired
5.  CSMS Deficiency Claim            Impaired
6.  Tenant Leases                    Unimpaired
7.  Pitney Bowes Lease               Unimpaired
8.  General Unsecured Claims         Impaired
9.  Subordinated Claims              Impaired
10. Equity Security Holders          Unimpaired

Administrative costs will be paid in cash within 10 days from the
Effective Date of the Plan, subject to availability of funds.

The 2010 Property Taxes owed to the Wake County Revenue Department
in the amount of $155,635.30 in Class 2 were paid on Dec. 29,
2010.

The Debtor is unaware of any claims in Class 3.

CSMC's secured claim in Class 4 will be treated as a secured
obligation in an amount to be determined by the Court.  For
feasibility purposes, the Debtor has estimated that CSMC will
have a secured claim in the amount of $14,036,705.54 in
Alternative A and $11,700,000 in Alternative B as shown on Exhibit
D to the Disclosure Statement.

The Debtor and CSMC will enter into a lock box cash management
agreement whereby all rents and security deposits received after
the Effective Date will be deposited into designated accounts
maintained by CSMC for disbursement as described in the Plan.

During the time in which the lockbox arrangement is in place, CSMC
will be paid interest only payments for the first 12 months, and
thereafter in 72 monthly payments of principal and interest (based
on a 30 year amortization schedule), with one final payment on the
72nd month.

The CSMC Deficiency Claim in Class 5, if a deficiency is found to
exist, will receive the same treatment as in Class 4.

General Unsecured Claims in Class 8, estimated at $42,008, will be
paid in full, with quarterly payments commencing 18 months after
the Effective Date and continuing quarterly thereafter for a
period of 5 years.

Class 6 Subordinated Claims (unsecured claims of insiders),
estimated at $2,569,353, will not receive any payments until all
Class 8 General Unsecured Claims are paid in full, at which time
the Debtor may pay these claims as agreed by between the parties.

Equity claims of Max Barbour (99%) and Cheryl Barbour (1%) will
retain their ownership interests.

Copies of the Second Amended Plan and Second Amended Disclosure
Statement are available at:

     http://bankrupt.com/misc/harvestoaks.2ndamendedplan.pdf
     http://bankrupt.com/misc/harvestoak.2ndamendedDS.pdf

                        About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center in
North Raleigh located at 9650 Strickland Road and 8801 Lead Mine
Road, in Raleigh, North Carolina.  The Shopping Center has
numerous tenants that include chain stores such as the Kerr Drug
and the UPS store, and local businesses such as restaurants,
shops, and other retail businesses.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in debts.


HERCULES OFFSHORE: Conducts Annual Spud Can Inspection
------------------------------------------------------
Hercules Offshore, Inc., was conducting an ABS required annual
spud can inspection on the Hercules 185 in protected waters
offshore Angola.  While conducting the inspection, it was
determined that the spud can on the starboard leg had detached
from the leg.

The Company is preparing to mobilize the rig to Pointe Noire,
Republic of Congo, where the Company will conduct an initial
survey of the Rig in order to attempt to assess the extent of the
damage.  Until a full inspection of the Rig is completed, it is
impossible to determine the extent of the damage, the scope of the
repairs necessary to return the Rig to service and the anticipated
time needed to complete the required repairs.  However, the
Company currently estimates that the Rig will be out of service
for approximately six months.  During this period, the Rig will be
at zero dayrate pursuant to its contract with Cabinda Gulf Oil
Company.  The Company is insured for damage to the Rig, subject to
a $3.5 million deductible and other customary limitations and
exclusions.

                      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: In Talks with YA Global on Forbearance
---------------------------------------------------------
As previously disclosed, Homeland Security Capital Corporation
entered into the First Amendment to the Forbearance Agreement
entered into by and among YA Global Investments, L.P., as lender,
the Company, Homeland Security Advisory Services, Inc., Celerity
Systems, Inc., and Nexus Technologies Group, Inc., dated July 29,
2011, pursuant to which the Lender agreed to extend the
Forbearance Period by amending the definition of "Termination
Date" to Sept. 14, 2011.  Pursuant to the terms and conditions of
the Agreement and the Amendment, the Forbearance Period ended on
Sept. 14, 2011.  Consequently, as of Sept. 15, 2011, the Company
became subject to foreclosure by the Lender without notice.  As of
Sept. 15, 2011, the Company had outstanding indebtedness to the
Lender in the aggregate principal amount of approximately
$14,188,923 and, with accrued interest, approximately $18,363,780.
The Lender may immediately commence enforcing its rights and
remedies pursuant to the Agreement, the agreements relating to the
Debt and under applicable law.  However, the Lender has not
notified the Company of its intention to foreclose on the assets
of the Company, all of which are pledged as collateral for the
Debt.

The Company and Lender are having discussions with respect to the
extension of the Forbearance Period or renegotiation of revised
terms to the agreements relating to the Debt.

                      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 PHARMA: Posts $11.6 Million Net Loss in Second Quarter
--------------------------------------------------------------
Horizon Pharma, Inc., formerly Horizon Therapeutics, Inc., filed
its quarterly report on Form 10-Q, reporting a net loss of
$11.6 million on $1.3 million of revenues for the second quarter
ended June 30, 2011, compared with net income of $6.9 million on
$1.7 million of revenues for the same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of $19.3 million on $3.1 million of revenues, compared with a net
loss of $1.0 million on $1.7 million of revenues for the same
period last year.

A bargain purchase gain of $19.3 million was recognized during the
three months ended June 30, 2010. in connection with the Nitec
Pharma AG,acquisition as a result of the fair market value of the
acquired tangible and intangible assets exceeding the purchase
price.  There was no bargain purchase gain recorded during the
corresponding period in 2011.

The Company's balance sheet at June 30, 2011, showed
$172.4 million in total assets, $83.1 million in total
liabilities, and stockholders' equity of $89.3 million.

"The Company has incurred net operating losses and negative cash
flows from operations during every year since inception," the
Company said in the filing.  "These factors raise substantial
doubt about the Company's ability to continue as a going concern."

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

                       http://is.gd/kmRNO7

Horizon Pharma, Inc., headquartered in Northbrook, Illinois, is a
biopharmaceutical company that is developing and commercializing
innovative medicines to target unmet therapeutic needs in
arthritis, pain and inflammatory diseases.


HUDSON HEALTHCARE: Daniel T. McMurray Named Patient Care Ombudsman
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed

         Daniel T. McMurray
         Focus Management Group
         5001 W. Lemon Street
         Tampa, FL 33609,
         Tel: (813) 281-0062
         Fax: (813) 281-0063

as the patient care ombudsman in the Chapter 11 case of Hudson
Healthcare, Inc.

On Aug. 22, 2011, the Hon. Donald H. Steckroth directed the
Trustee to appoint a patient care ombudsman to the designated
heath care business case.

Mr. McMurray will:

   1) monitor the quality of patient care provided to patients of
   the Debtor, to the extent necessary under the circumstances,
   including interviewing patients and physicians;

   2) not later than 60 days after the date of this appointment,
   and not less frequently than at 60-day intervals thereafter,
   report to the court after notice to the parties in interest,
   at a hearing or in writing, regarding the quality of patient
   care provided to patients of the Debtor;

   3) if the ombudsman determines that the quality of patient care
   provided to patients of the debtor is declining significantly
   or is otherwise being materially compromised, file with the
   Court a motion or a written report, with notice to the parties
   in interest immediately upon making such determination; and

   4) will maintain any information obtained by the ombudsman
   under section 333 of the Bankruptcy Code that relates to
   patients (including information relating to patient records) as
   confidential information.  The ombudsman may not review
   confidential patient records unless the Court approves the
   review in advance and imposes restrictions on such ombudsman to
   protect the confidentiality of the records.

The U.S. Trustee is represented by:

         Martha R. Hildebrandt, Esq.
         Donald F. MacMaster, Esq.
         One Newark Center, Suite 2100
         Newark, NJ 07102
         Tel: (973) 645-3014
         Fax: (973) 645-5993

                      About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.  Hudson
Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and
debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Judge Donald H. Steckroth presides over the cases.  Attorneys at
Trenk, Dipasquale, Webster, et al., serve as counsel to the
Debtor.  Epiq Bankruptcy Solutions, LLC is the noticing and claims
agent.

In August 2011, the New Jersey Health Planning Board voted to
recommend to the Commissioner of Health to approve the sale of
Hoboken University Medical Center to HUMC Holdco, a private group
that also owns Bayonne Medical Center.  Holdco has pledged to
maintain it as a hospital for at least seven years.  The proposed
transaction totals $91.7 million, including a $51.6 million cash
payment to extinguish Hobokens' bond guarantee.  The new owners
have pledged to put $20 million in capital improvements in the
hospital.


HUDSON HEALTHCARE: P.C. Ombudsman Taps Neubert Pepe as Counsel
--------------------------------------------------------------
Daniel McMurray obtained approval from the U.S. Bankruptcy Court
for the District of New Jersey to employ Neubert, Pepe & Monteith
P.C. as his counsel effective Aug. 25, 2011.

Mr. McMurray, the patient care ombudsman appointed in the Chapter
11 case of Hudson Healthcare Inc., tapped the firm to provide
these services:

   (1) represent the ombudsman in any proceeding or hearing in
       the Bankruptcy Court, and in any action in other courts
       where the rights of the patients generally may be litigated
       or affected as a result of the bankruptcy case;

   (2) represent and advise the ombudsman in connection with
       gaining access to patient records;

   (3) advise the ombudsman concerning the requirements of the
       bankruptcy laws and the requirements of the Office of the
       U.S. Trustee relating to the discharge of his duties;

   (4) advise and represent the ombudsman concerning the
       effect on patients of a potential reorganization, sale of
       Hudson Healthcare's assets or closing of its programs and
       facilities; and

   (5) advise and assist the ombudsman in connection with
       the preparation and filing of periodic reports.

In exchange for its services, Neubert will be paid on an hourly
basis and will be reimbursed for its services.  Generally, the
firm's hourly rates are below $400.

Mr. McMurray also obtained a court ruling excusing him from the
requirement of employing a local counsel, and adding him and the
firm to the category of professionals who are within the
scope of the Court's monthly fee order.

                      About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.  Hudson
Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and
debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Judge Donald H. Steckroth presides over the cases.  Attorneys at
Trenk, Dipasquale, Webster, et al., serve as counsel to the
Debtor.  Epiq Bankruptcy Solutions, LLC is the noticing and claims
agent.

In August 2011, the New Jersey Health Planning Board voted to
recommend to the Commissioner of Health to approve the sale of
Hoboken University Medical Center to HUMC Holdco, a private group
that also owns Bayonne Medical Center.  Holdco has pledged to
maintain it as a hospital for at least seven years.  The proposed
transaction totals $91.7 million, including a $51.6 million cash
payment to extinguish Hobokens' bond guarantee.  The new owners
have pledged to put $20 million in capital improvements in the
hospital.


HUMANA INC: A.M. Best Affirms 'bb' Rating on Preferred Shares
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings (FSR)
and issuer credit ratings (ICR) of the insurance subsidiaries of
Humana Inc. (Humana) (Louisville, KY) [NYSE: HUM].  A.M. Best also
has affirmed the ICR of "bbb-" and debt ratings of Humana.


Additionally, A.M. Best has affirmed the FSR of B++ (Good) and the
ICR of "bbb+" of Kanawha Insurance Company (Lancaster, SC)
(Kanawha).  The outlook for the FSR is stable, while the outlook
for the ICR has been revised to negative from stable.  The outlook
for all remaining ratings is stable.

Concurrently, A.M. Best has withdrawn the FSR of A- (Excellent)
and the ICR of "a-" of Cariten Insurance Company (Knoxville, TN).
The ratings were withdrawn due to the company's negligible
operating scale and lack of membership.  (See below for a detailed
listing of the companies and ratings.)

The rating affirmations for the subsidiaries of Humana (excluding
Kanawha) acknowledge the organization's consistent operating
revenue development through membership growth, primarily in the
Medicare Advantage products. Despite the prolonged economic
downturn, growth in earnings has continued into the first half of
2011.  Humana maintains significant liquidity, which allows the
organization to execute its business development strategy,
fulfilling operating and investment cash flow requirements.
Humana's debt-to-capital ratio was well within A.M. Best's
guidelines for the ratings and below many of its peers.

Offsetting rating factors reflect Humana's concentration in
government sponsored programs, which includes Medicare Advantage
and Medicaid.  While these lines of business have proven to be
profitable, their level of concentration in the organization's
business mix exposes the health insurance operation to significant
business concentration risk.  The organization's commercial
segment has not exhibited equally favorable operating trends,
reflecting a somewhat lower rate of revenue development as well as
flat to declining earnings.

The negative outlook for the ICR of Kanawha reflects the company's
significant underwriting and operating losses in each of the last
five years; a trend that has continued in 2011.  Despite having
favorable investments, the company's risk insurance operations and
investment returns are not sufficiently hedged and have produced
increasing losses.  Kanawha has received strong financial support
in the form of capital infusions over the last five years and most
recently in 2011 from Humana.

The FSR of A- (Excellent) and ICR of "a-" have been affirmed for
the following subsidiaries of Humana Inc.:

-- Humana Insurance Company
-- Humana Medical Plan, Inc.
-- Humana Health Plan, Inc.
-- Humana Health Benefits Plan of Louisiana, Inc.
-- Humana Health Plan of Texas, Inc.
-- Humana Health Insurance Company of Florida, Inc.
-- Humana Benefits Plan of Illinois, Inc.
-- Humana Health Plan of Ohio, Inc.
- Humana Employers Health Plan of Georgia, Inc.
-- Humana Insurance Company of New York
-- HumanaAdvantage Care Plan
-- Humana Wisconsin Health Organization Insurance Corporation
-- Humana Insurance Company of Kentucky
-- Cariten Health Plan, Inc.
-- CarePlus Health Plans, Inc.
-- HumanaDental Insurance Company
-- DentiCare Inc.
-- CompBenefits Insurance Company
-- CompBenefits Company
-- CompBenefits Dental, Inc.
-- The Dental Concerns, Inc.

The FSR of B+ (Good) and ICR of "bbb-" have been affirmed for the
following subsidiaries of Humana Inc.:

-- Humana Health Plans of Puerto Rico, Inc.
-- Humana Insurance of Puerto Rico, Inc.

The following debt ratings have been affirmed:

Humana Inc.—
-- "bbb-" on $500 million 6.45% senior unsecured notes, due 2016
-- "bbb-" on $300 million 6.3% senior unsecured notes, due 2018
-- "bbb-" on $500 million 7.2% senior unsecured notes, due 2018
-- "bbb-" on $250 million 8.15% senior unsecured notes, due 2038

The following debt ratings on the shelf registration have been
affirmed:

Humana Inc.—
-- "bbb-" on senior unsecured debt securities
-- "bb+" on subordinated debt securities
-- "bb" on preferred shares


IMUA BLUEHENS: Hires Hastings Conboy as Real Estate Appraiser
-------------------------------------------------------------
Imua Bluehens LLC obtained approval from the U.S. Bankruptcy Court
for the District of Hawaii to employ Hastings, Conboy, Braig &
Associates Ltd. as real estate appraiser.

Imua Bluehens requires the services of Hastings to prepare an
appraisal of a shopping center in Waipahu, which is owned by the
company, to determine how much "adequate protection" payments its
secured creditor, GCCF 2007-GG1 1 Ka Uka Boulevard LLC, is
entitled to.

Hastings would also provide other real estate consulting services
if requested by Imua Bluehens during its bankruptcy case.

All issues related to the compensation of Hastings by MW Group or
any other party will be reserved for further proceeding upon the
application for approval of the final payment to Hastings,
according to the Court's order .

                        About Imua Bluehen

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June
17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.

No official committee of unsecured creditors or other statutory
committee has been formed.


IMPERIAL PETROLEUM: To Raise $3.1 Million in Equity Financing
-------------------------------------------------------------
Imperial Petroleum, Inc., has entered into definitive agreements
with accredited and institutional investors to raise an aggregate
of $3.1 million before fees and expenses in a private placement of
equity securities.  Under the terms of the agreements, the Company
will issue 4,143,335 shares of its common stock at $0.75 per share
and warrants to purchase up to 2,071,668 shares of its common
stock with a $1.00 per share exercise price, subject to adjustment
therein, and a term of 5 years.  The offering is expected to close
on or about Sept. 21, 2011, subject to customary closing
conditions.

In connection with the transaction, the Company has agreed to file
a registration statement within 75 days of the closing with the
Securities and Exchange Commission to register the resale of the
shares of common stock issued at closing and the shares of common
stock issuable upon exercise of the warrants.

"The proceeds of this equity raise will enable us to rapidly
expand our biodiesel operations at the Middletown, Indiana
facility by about 30%," said Jeffrey T. Wilson, President of
Imperial.  "As previously announced we are currently operating the
plant at capacity and current projections of the fiscal year 2012
predict production and sales of about 34 million gallon.  We
expect the rapid expansion of the plant to 40-45MMGPY to increase
cash flow and revenues, enabling us to continue on our growth
trajectory."

"Also," Wilson stated, "we are pleased to have garnered
institutional support for this financing, and look forward to
reporting our results with this capital raise in the coming
quarters."

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc., acted as the exclusive placement agent for the
transaction.

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  It oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

The Company's balance sheet at April 30, 2011, showed
$20.01 million in total assets, $28.03 million in total
liabilities and a $8.02 million total stockholders' deficit.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.


INVENIO RESOURCES: Receives Default Notice From Palladon Ventures
-----------------------------------------------------------------
Invenio Resources Corp. has received a default notice from
Palladon Ventures Ltd., the optionor under the agreement dated
May 9, 2006 pertaining to the Green Springs and Kings Canyon
properties.  The Company is endeavouring to work with Palladon
Ventures in an effort to resolve matters and move forward to each
party's benefit.

Invenio Resources Corp. is a Canadian based exploration company
focused on gold exploration. The Company's common shares are
listed on the TSX Venture Exchange and trade under the symbol IVO.
Invenio has four gold properties, Ganes Creek, and Candle Hills in
Alaska, Kings Canyon located on the border of Nevada and Utah and
Green Springs located in Nevada. Invenio owns 75% of Kings Canyon
and Green Springs and in February 2011 it signed an option on
Ganes Creek with the right to acquire a 100% interest and in July
2011 it announced it had signed an option on Candles Hills with
the right to acquire a 100% interest. Ganes Creek has the
potential to host both high grade lode style gold mineralization
and lower grade bulk mineable mineralization similar to that found
at the 42 million ounce Donlin Creek gold deposit and at Candle
Hills gold mineralization is potentially plutonic hosted stockwork
and fault-filled vein style. The Kings Canyon project contains an
historical, non-compliant resource of approximately 217,000 ounces
of gold at a grade of 0.93 grams/tonne. The deposit is near
surface, oxidized and interpreted to be Carlin style. The Green
Springs project is a former past producer with reported head
grades of 2 g/t gold.


KT SPEARS: Court Sets Oct. 25 Disclosure Statement Hearing
----------------------------------------------------------
KT Spears Creek, LLC, has filed a proposed disclosure statement in
support of its Chapter 11 Plan of Reorganization that contemplates
the sale and development of its two unimproved parcels, and the
sale or development of the Greenhill Apartment Complex.  The
proceeds from the sale of the property will be used to repay the
Debtor's creditors.

The hearing to consider the adequacy of the proposed disclosure
statement is scheduled for Oct. 25, 2011, at 9:00 a.m.  Objectors
have until Oct. 17, 2011, to oppose.

The Debtor is still reviewing the scheduled and filed claims in
this case and has yet to file any claims objections.  For this
reason, and the uncertainty in the amounts the Debtor will realize
from the sale of the property, the Debtor cannot determine how
much will be available to the Unsecured Class 6 creditors.

The Plan designates 7 Classes of Claims and Interests.

Administrative Claims in Class 4 and Priority Claims in Class 5
are unimpaired under the Plan.

                Class 1. Secured Claim of RBC Bank

RBC asserts a first priority secured claim of $22,494,711 on the
Debtor's 240 unit apartment complex as of the Petition Date.
The Debtor proposes to retain the 240-unit Greenhill Parish
Apartment Complex for a period of 2 years, during which the Debtor
will attempt to market the property and sell it for the benefit of
RBC Bank, or alternatively, refinance the loan with another
lender.

During the marketing period, the Debtor will continue to employ
Greystar as its property management company.  Greystar will use
the funds received from the property rents to cover its costs and
expenditures as the property manager.  Any funds received in
excess of the Greystar operating costs will be used to make
interest payments on the RBC debt.

The Debtor is proposing that the outstanding balance due to RBC
Bank be restructured and the excess funds be used to make payments
related to that balance.  The note will accrue interest at 4%.
The revised note will pay RBC Bank 4% monthly interest over a two
(2) year term and any funds received in excess of the interest
will go to pay principal.

           Class 2. Secured Claim of Plantation Federal

With respect to the Debtor's 66-acre raw land which is located
close to the Debtor's Greenhill Parish Apartments, first mortgage
holder Plantation Federal has agreed to give the Debtor 18 months
to market and sell the property, or market and develop the
property.

This agreement, which has not been finalized, calls for the Debtor
to meet certain milestones to stay in compliance with the
Plantation Settlement.  The Debtor will have until March 15, 2012,
to sell the first $1,000,000 of Plantation Federal's collateral or
have a ready, willing and able purchaser of property that will net
Plantation Federal that amount of money.

If the Debtor meets this first milestone, the Debtor will have
until Sept. 15, 2012, to sell or have ready and willing buyers of
$1,000,000 net from the collateral.

If the Debtor meets this second milestone, the Debtor will have
until March 15, 2013,to dispose of all Plantation Federal property
or have a ready and willing buyer as defined by the Plantation
Settlement.

The Debtor believes that even after the sale of all of Plantation
Federal's collateral, a surplus of funds will be available to pay
to the unsecured creditors in Class 6, even after paying all Class
4 and 5 creditors.

             Class 3. Secured Claim of First Palmetto

First Palmetto is the mortgage holder of the Two Notch Road
Frontage that is subject to a condemnation suit by the local
county government to convert part of the property into a turn lane
to handle increased traffic.  Debtor proposes to assist First
Palmetto in addressing this condemnation suit so that First
Palmetto may achieve a favorable result.  Any funds received from
the condemnation suit will be paid to First Palmetto, until First
Palmetto is paid in full.

First Palmetto has agreed to allow the Debtor 10 months to market
and sell the property in order to repay the debt and generate
funds in excess of the outstanding obligations.  In exchange for
this time, the Debtor has agreed to make adequate protection
payments monthly to First Palmetto in the amount of $5,000.

               Class 6. General Unsecured Creditors

No payment to the unsecured creditors will be made until such time
as the Debtor has sold assets to generate funds in excess of the
Secured Claims, the Administrative Claims, and the Priority
Unsecured Claims in Classes 1-5.  The funds will only be paid pro
rata after the Debtor has finished its Claims objections,
but distributions to Class 6 creditors will only be made after the
payment of all Claims in Class 5.  The Debtor believes significant
equity exists in the properties that would allow it to
make a distribution to the Unsecured Creditors in Class 6.

                    Class 7. Equity Interests

Class 7 is comprised of the Equity Interests of Kyle Tauch, whose
Equity Interests and any Claims he may hold will be treated as
subordinate to all other Claims against the Estate.

Holders of Equity Interests will receive a pro rata share of
distributions based upon the Equity Interests held as of the date
of confirmation, only after payment in full of Allowed Claims in
all prior Classes (Classes 1-6).  As of the Effective Date, all
Equity Interests will be deemed only to represent the right to
receive distributions hereunder, and holders of Equity Interests
will be enjoined from transferring their Equity Interests or from
taking other action that may adversely impact the Estate,
including the taking of a worthless stock deduction.

A copy of the disclosure statement is available for free at:

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

                         About KT Spears

KT Spears Creek, LLC, in Houston, Texas, is a South Carolina
limited liability company that owns three parcels of property.
The Debtor has already developed Phase 1 of of a planned two-phase
apartment community.  The other two parcels are in the
planning/marketing stages of development.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May
3, 2011, Judge Letitia Z. Paul presiding.  The Debtor estimated
$10 million to $50 million in both assets and debts.  The petition
was signed by Kyle D. Tauch, sole member.

The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case
to the Bankruptcy Court for the District of South Carolina.  The
Case No. is 11-04241.  The case was assigned to Chief Judge John
E. Waites.  G. William McCarthy, Jr., Esq., Daniel J. Reynolds,
Jr., Esq., and Sean P. Markham, Esq., at McCarthy Law Firm, LLC,
in Columbia, S.C., represent the Debtor as counsel.


LANDAMERICA FINANCIAL: Judge OKs $9MM Settlement With E&O Insurer
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Huennekens on Thursday approved a $9 million
settlement between Illinois Union Insurance Co. and the
liquidation trustee charged with recovering money for creditors of
a LandAmerica Financial Group Inc. subsidiary over the sale of
auction rate securities.

With the agreement, recoveries for many of the creditors of
LandAmerica 1031 Exchange Services Inc. will be 70%, following
previous settlements, including a $14.3 million settlement with
SunTrust Banks Inc, according to Law360.

                    About LandAmerica Financial

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

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

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

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

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


LEMINGTON HOME: 3rd Circ. Revives Creditors' Suit on Insolvency
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Third Circuit on
Wednesday revived a suit in which the unsecured creditors of
Lemington Home for the Aged accuse executives of mismanaging the
home and worsening its financial situation, a precedential
decision on the issue of deepening insolvency in Pennsylvania law.

Law360 says the official committee of unsecured creditors in the
bankruptcy appealed U.S. District Judge Arthur J. Schwab's grant
of summary judgment to the officers and directors of Lemington
Home for the Aged on claims of breach of fiduciary duty and
deepening insolvency.

Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the
aged -- http://www.lemington.org/-- operated a nursing home for
the elderly.  The facility filed for chapter 11 protection (Bankr.
W.D. Penn. Case No. 05-24500) on April 13, 2005 .  James E.
Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection from its creditors, it estimated assets and debts of
$1 million to $10 million.


LIQUIDMETAL TECHNOLOGIES: Board Approves & Adopts Amended Bylaws
----------------------------------------------------------------
The board of directors of Liquidmetal Technologies, Inc., approved
and adopted an amendment to the Company's Bylaws eliminating the
staggering of the terms of office of the Company's directors.
Pursuant to the Company's amended Bylaws, each director of the
Company will be elected at the annual meeting of the Company to
hold office until the expiration of the term for which they are
elected or until such director's successor is elected and
qualified, or until such director's earlier death, resignation or
removal as provided in the Bylaws of the Company.

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with net income of $251,000 on $16.94
million of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$14.17 million in total assets, $36.87 million in total
liabilities, and a $22.69 million total shareholders' deficiency.


M WAIKIKI: Section 341(a) Meeting Scheduled for Oct. 3
------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in M Waikiki LLC's Chapter 11 case on Oct. 3, 2011, at 2:00 p.m.
The meeting will be held at the U.S. Trustee Meeting Room, 1132
Bishop Street, Suite 606, Honolulu, Hawaii.

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 M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.   The Debtor estimated $100 million to $500 million in
both assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: Creditors Panel Taps Wagner Choi as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of M Waikiki LLC asks the U.S. Bankruptcy Court for the
District of Hawaii for permission to retain Wagner Choi & Verbugge
as counsel.

The hourly rates of Wagner Choi's personnel are:

         James A. Wagner                 $460
         Chuck C. Choi                   $325
         Neil J. Verbrugge               $275
         Allison A. Ito                  $220
         Paralegals                       $75

Mr. Wagner, a partner at Wagner Choi, assures the Court that the
firms is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.   The Debtor estimated $100 million to $500 million in
both assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: Taps Neligan Foley to Handle Reorganization Case
-----------------------------------------------------------
M Waikiki LLC asks the U.S. Bankruptcy Court for the District of
Hawaii for permission to employ Neligan Foley LLP as counsel.

Patrick J. Neligan, Jr., a partner at Neligan Foley, tells the
Court the prior to the Petition Date, Neligan Foley received
$339,686 from the Debtor to represent the Debtor in preparation
for and in the Chapter 11 proceeding.  Neligan Foley applied
$14,709 to prepetition fees and expenses and forwarded $100,000 of
the funds to Klevansky Piper LLP as retainer to applied to
postpetition fees and expenses as approved by the Court.

The hourly rates of Neligan Foley's personnel are:

         Partners                         $395 - $550
         Paralegals and Associates        $130 - $275

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

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.   The Debtor estimated $100 million to $500 million in
both assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MAYSVILLE INC: Can Use Cash Collateral Until Nov. 29
----------------------------------------------------
Judge Laurel Myerson Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, authorized
Maysville, Inc., to use cash collateral to pay all ordinary and
necessary expenses in the ordinary course of business until
Nov. 29, 2011.

The use of cash collateral for payment of management fees is
approved for 60 days through and including Oct. 31, 2011, in the
reduced amount of $8,000 per month; provided that, absent further
order of the Court, the aggregate of the total budget for
determining the variance after Oct. 31 will not include the amount
listed in the budget for "management fees."

A full-text copy of the Cash Collateral Order, with budget, is
available for free at http://ResearchArchives.com/t/s?76f8

                       About Maysville, Inc.

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11 on
August 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida --
jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel.
Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, is the Debtor's special litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

A meeting of creditors required under Section 341(a) of the
Bankruptcy Code will be held on Sept. 13, 2011, at 11:30 a.m., at
51 SW First Ave, Room 1021, in Miami, Florida.

Deadline to file a complaint to determine dischargeability of
certain debts is November 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.


MERCED FALLS: Taps Cappello and Noel to Handle AgCredit Litigation
------------------------------------------------------------------
Merced Falls Ranch, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ Cappello
and Noel LLP as special litigation counsel.

The Debtor is involved in contentious litigation involving three
ranches it owns.  The Debtor has sued American AgCredit in
Superior Court, County of Merced seeking damages of $100,000,000+
for lender liability damages.  The lawsuit is at a very early
stage.  The loan involved in the litigation is about $11,000,000.

Prepetition, Cappello and Noel represented the Debtor in the
litigation.

The primary attorneys to represent the Debtor in the litigation
and their hourly rates are:

         A. Barry Cappello, Esq.            $750
         Leila J. Noel, Esq.                $550
         Troy A. Thielemann, Esq.           $425

Cappello & Noel received a series of prepetition retainers from
the Debtor totaling $60,000 for services provided to the Debtor in
connection with the litigation.  As of the Petition Date, $8,820
remained of the retainer in a segregated trust account.

To the best of the Debtor's knowledge, Cappello & Noel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtor set an Oct. 13 hearing to consider the request to
employ Cappello and Noel LLP as special counsel.

                   About Merced Falls Ranch LLC

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  The petition was signed by Stephen
W. Sloan, the Debtor's member.


MIT HOLDING: MITRX Executes Two Stock Purchase Agreements
---------------------------------------------------------
MITRX Corporation, a wholly owned subsidiary of MIT Holding Inc.,
on Sept. 20, 2011, executed two Stock Purchase agreements selling
100% of each of the companies; National Direct Home Pharmacy,
Inc., to TDT Investments Inc., and Palmetto Long Term Care
Pharmacy, Inc., to Pharmco, Inc.  There are no material
relationships between the purchasers, its owners, affiliates,
officers or directors and MIT's officers, directors or affiliates,
other than Tommy Duncan is a long term director of MIT, who
abstained from any voting pertaining to these transactions.

Per the Purchase agreement, MITRX has sold a fully operating home
delivery/mail order pharmacy with annual gross sales of
approximately $18,000,000.  MITRX sold National Direct Home
Pharmacy, Inc., with assets of approximately $4,288,112 and
Palmetto Long Term Care Pharmacy, Inc., with approximately
$6,556,864 in assets including but not limited to all furniture,
fixtures, licenses, government awards, private nursing home
contracts, large individual customer base and pharmaceutical
equipment including a PharmASSIST RobotX.

MITRX sold both companies for the assumption of approximately
$17,770,206 in total debt.  National Direct Home Pharmacy, Inc.,
has total liabilities of approximately $6,919,415 and Palmetto
Long Term Care Pharmacy, Inc., has total liabilities of
approximately $10,850,791.

                         About MIT Holding

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.

The Company ended 2010 with net income of $78,832 on $7.1 million
of revenue and 2009 with a net loss of $1.2 million on
$6.4 million of revenue.

The Company's balance sheet at June 30, 2011, showed
$22.77 million in total assets, $21.11 million in total
liabilities, and $1.66 million in total stockholders' equity.

At June 30, 2011, the Company had negative working capital of
$1.57 million.  From inception, the Company has incurred an
accumulated deficit of $9.54 million.

As reported by the TCR on April 27, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about MIT
Holding's ability to continue as a going concern.  The independent
auditors noted that the Company negative working capital of $1.2
million and a stockholders' deficiency of $2.2 million.  "From
inception the Company has incurred an accumulated deficit of $8.5
million."


MOMENTIVE SPECIALTY: Files Form S-1, Registers $134-Mil. Notes
--------------------------------------------------------------
Hexion U.S. Finance Corp. filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement covering
resales by a selling security holder of $134,016,000 9.00% Second
Priority Senior Secured Notes due 2020 issued by Hexion U.S.
Finance Corp. and Hexion Nova Scotia Finance, ULC, each of which
are wholly-owned subsidiaries of Momentive Specialty Chemicals
Inc. on Nov. 5, 2010.

The Notes mature on Nov. 15, 2020.  Interest on the Notes is
payable in cash at a rate of 9.00% per annum, from the Issue Date
or from the most recent date to which interest has been paid or
provided for, payable semiannually to holders of record at the
close of business on May 1 or November 1 immediately preceding the
interest payment date on May 15 and November 15 of each year.

At any time prior to Nov. 15, 2015, the Issuers may redeem, in
whole or in part, the Notes at a price equal to 100% of the
principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date
and a "make-whole" premium.  Thereafter, the Issuers may redeem
the Notes, in whole or in part, at the redemption prices set forth
in this prospectus.  In addition, at any time and from time to
time on or prior to Nov. 15, 2013, the Issuers may redeem up to
35% of the aggregate principal amount of Notes with the net cash
proceeds from certain equity offerings by MSC or any direct or
indirect parent of MSC at the redemption price of 109% of the
principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date.

The Notes are senior obligations of the Issuers.  Each of the
Notes are irrevocably and unconditionally guaranteed on a second
priority secured basis by MSC and certain of its domestic
subsidiaries which guarantee our obligations under our senior
secured credit facilities.

The guarantees will be secured by second priority liens on
substantially all of MSC's and each subsidiary guarantor's
tangible and intangible assets, except for those assets excluded
as collateral under the Company's senior secured credit
facilities, and all of MSC's and each subsidiary guarantor's
capital stock of certain direct subsidiaries, other than the
capital stock which is prohibited from being pledged pursuant to
the indentures governing our other outstanding debentures, each
subject to certain exceptions and limitations.

The Company has not applied, and does not intend to apply, for
listing of the Notes on any national securities exchange or
automated quotation system.

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

                        http://is.gd/lKgshr

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $5.20 billion in total liabilities and a $1.84
billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MORGANS HOTEL: Executes 2nd and 3rd Amendments to LLC Agreement
---------------------------------------------------------------
Morgans Hotel Group Co., in its capacity as the managing member of
Morgans Group LLC, on Sept. 15, 2011, executed Amendment No. 2 to
Amended and Restated Limited Liability Company Agreement of
Morgans Group LLC.  The Second Amendment, among other things,
designated and established a new class of preferred membership
units of the Operating Company, entitled Series A Preferred Units,
$1,000 liquidation preference per unit.  All Series A Preferred
Units are held by the Company as the managing member of the
Operating Company.  The Series A Preferred Units have economic
terms that are substantially similar to the Company's Series A
Preferred Securities, $1,000 liquidation preference per share,
which securities were issued by the Company in a private placement
exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 on Oct. 15, 2009.

Also on Sept. 15, 2011, the Company executed Amendment No. 3 to
Amended and Restated Limited Liability Company Agreement of
Morgans Group LLC.  The Third Amendment, among other things,
designated and established a new series of outperformance long
term incentive units in connection with the award of the 2011 OPP
LTIP Units to each of Messrs. Hamamoto, Gross, Flannery and Gery,
as previously described under "2011 Outperformance Awards" in Item
5.02 of the Company's Current Report on Form 8-K filed on
March 24, 2011.  Neither holders of 2011 OPP LTIP Units nor the
Operating Company has the right to convert or force the conversion
of such 2011 OPP LTIP Units into Class A Units of the Operating
Company unless and until such time as shareholders of the Company
have approved an increase to the number of shares of common stock
available under the Company's shareholder-approved stock incentive
plan.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $604.36
million in total assets, $655.66 million in total liabilities and
a $51.29 million total deficit.


MSR RESORT: Wants Until March 27 to Propose Chapter 11 Plan
-----------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until March 27, 2012, and May 26, 2012, respectively.

The Hon. Sean H. Lane will convene a hearing on Oct. 11, 2011, at
10:00 a.m., prevailing Eastern Time, to consider the Debtor's
request for exclusivity extensions.  Objections, if any, are due
Sept. 30, 2011, at 5:00 p.m.

The Debtors related that they have begun implementing the
settlement agreement, which will reduce the present value of their
contingent Club membership obligations by approximately 50% and
protect the Clubs from volatile and unpredictable future cash
outflows on account of future membership deposit liabilities.
Presently, the Debtors are designing new membership programs to
utilize the financial flexibility afforded by the settlement to
maximize revenue and reenergize the Clubs' membership sale
process.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MT JORDAN: Revises Proposed Chapter 11 Plan
-------------------------------------------
Mt. Jordan Limited Partnership submitted to the U.S. Bankruptcy
Court for the District of Utah a Disclosure Statement with respect
to its Amended Plan of Reorganization dated Aug. 31, 2011.

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

The Debtor relates that its primary asset is 298.75 acres of
undeveloped land, and related water rights, located in Bluffdale,
Utah.  The Debtor has held the land for many years, and has been
attempting for the last several years to liquidate and divest
itself of all or significant portions of the real property for the
benefit of its limited partners.  One of the ways it attempted to
accomplish the divestiture was through a Development and Property
Management Agreement the Debtor entered into with Porter's Point,
LLC in November 2002.  The Debtor intended that pursuant to the
DPMA, Porter's Point would obtain development approvals and
subdivide the real property into several large parcels that would
then be sold by the Debtor, with the cooperation and assistance of
Porter's Point, to third parties.  The Debtor sought and obtained
rejection of the DPMA when the desired results did not
materialize.  Porter's Point has filed a general unsecured claim
in the Bankruptcy Case asserting claims allegedly in excess of
$29 million arising under the DPMA.  The Debtor believes that the
allowable amount (if any) of the claim of Porter's Point in the
Bankruptcy Case is far less that the amount asserted in its proof
of claim, but believes that Porter's Point is by far the largest
(and appears to be the only) claimant holding a general unsecured
claim against the Debtor.

According to the Disclosure Statement, the Sale/Option Agreement
that is a central feature of the Plan, the Debtor will be able to
liquidate all or portions of its real property in a logical and
sequential manner that preserves and enhances the value of the
real property, pay the Zions Loan in full and retire the Zions
Trust Deed within a relatively short time frame, pay all creditors
in full, and maximize the value of the Equity Interests for the
benefit of its limited partners.

Class 1 under the Plan consists of the Zions Claim.  Zions Bank
will retain its Lien on the Zions Collateral and will release such
collateral from the Zions Trust Deed at the Zions Release Price
($90,000 per acre) when and as Zions Bank receives payments on the
Zions Claim.  The Zions Claim will be paid in full, with interest
accruing at 7% per annum after the Effective Date.  Zions Bank
will receive substantial interim payments on the Zions Claim as
and when portions of the First Parcel are sold by 4 Independence,
totaling $4,356,000 by no later than 24 months after the Effective
Date.

Class 2 under the Plan consists of the Porter's Point Claim and
any other General Unsecured Claims that may exist.  Allowed Claims
in Class 2 will be paid in full by the Debtor after (but only
after) the Zions Claim has been paid in full, or will be paid as
agreed by the Debtor and the holder of any such Claim if such
parties agree to a compromise of such Claim that is approved by
the Bankruptcy Court on or prior to the Effective Date.  The
source of funds for the payment of Class 2 Claims will be all
unencumbered funds of the Debtor, specifically including the net
proceeds of sales of the Debtor's real property pursuant to the
Sale/Option Agreement after full payment of the Zions Claim.

Class 3 under the Plan consists of the Equity Interests in the
Debtor.  Each record holder of an Equity Interest will retain
its interest in the Debtor, as the Reorganized Debtor, on and
after the Effective Date.

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

                          About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


MUSCLEPHARM CORP: Appoints John Bluher as Chief Operating Officer
-----------------------------------------------------------------
MusclePharm Corporation, on Sept. 16, 2011, entered into an
employment agreement with John H. Bluher, individually, appointing
Bluher as the Company's Chief Operating Officer.

Pursuant to the terms of the Employment Agreement, Mr. Bluher is
to serve as the Company's Chief Operating Officer from Sept. 16,
2011, until Sept. 15, 2013.  Upon expiration of the Term, the
Employment Agreement will be automatically renewed unless either
the Company or Mr. Bluher provides the other party with written
notice at least 60 days prior to the last date of the respective
term.  During the Term, Mr. Bluher's responsibilities will include
general oversight and management of the Company's daily
operations, as well as any responsibilities delegated to him by
the Company's Chief Executive Officer or board of directors.

In consideration for Mr. Bluher's performance of the duties during
the term, Mr. Bluher is to receive an initial base salary of
$175,000 per year, any increases to such salary during the Term to
be determined at the discretion of the Company.  Mr. Bluher is
also eligible to receive an annual performance bonus based on
certain goals and performances levels mutually established by the
parties.

Mr. Bluher is also entitled to receive, beginning on Dec. 31,
2012, and on each successive calendar year end thereafter, stock
options to purchase shares of the Company's common stock in the
amount of $500,000.  The 2012 Options will be exercisable into
shares of the Company's common stock at an exercise price equal to
the average of the high and low reported selling prices of the
Company's common stock on the date of grant and vest in accordance
with the schedule outlined in the Employment Agreement.

As further consideration for entering into the Employment
Agreement, on Dec. 31, 2011, Mr. Bluher is also to receive stock
options to purchase shares of the Company's common stock in the
amount of $50,000, such options to be exercisable into shares of
the Company's common stock at the Exercise Price and will vest in
accordance with the schedule outlined in the Employment Agreement.
Mr. Bluher is also to receive a signing bonus in the form of stock
options to purchase shares of the Company's common stock in the
amount of $50,000, such options to be exercisable into shares of
the Company's common stock at the Exercise Price and shall vest in
accordance with the schedule outlined in the Employment Agreement.

Mr. Bluher does not have a family relationship with any of the
current officers or directors of the Company.

Meanwhile, on Sept. 16, 2011, Leonard K. Armenta resigned from his
position as the Executive Vice President of the Company.  His
resignation was not the result of any disagreements with the
Company on any matters relating to the Company's operations,
policies or practices.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company's balance sheet at June 30, 2011, showed $4.9 million
in total assets, $10.4 in total liabilities, and a stockholders'
deficit of $5.5 million.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.


NEBRASKA BOOK: IRS Objects to Pre-Arranged Chapter 11 Plan
----------------------------------------------------------
BankruptcyData.com reports that the Internal Revenue Service (IRS)
filed with the U.S. Bankruptcy Court an objection to Nebraska Book
Company's First Amended Chapter 11 Plan of Reorganization.

According to BData, the IRS previously filed an unsecured priority
$1.7 million claim against NBC Holding Corp. and now objects to
the third party non-debtor limitation of liability, exculpation,
injunction and release provisions. The Court has scheduled an
October 4, 2011 hearing on the matter.

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

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

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

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

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

                     About Nebraska Book Company

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

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

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

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


NEWPAGE CORP: Wants Access to $600-Mil. DIP Facilities
------------------------------------------------------
NewPage Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for approval to
enter into a debtor-in-possession financing facility, grant senior
liens, junior liens and superpriority administrative expense
priority, use cash collateral, provide "adequate protection" to
certain prepetition secured parties, pay in the Debtors'
discretion certain amounts in respect of interest, fees, and
expenses, and scheduling a final hearing with respect to the
relief requested.

The Debtors tell the Court that they intend to preserve and
enhance their business as a going concern through the use of cash
collateral and a postpetition credit facility consisting of (i) a
revolver, and (ii) a term loan.  The revolver is a $350 million
superpriority senior secured DIP revolving credit facility.  The
term loan is a $250 million superpriority senior secured term loan
facility.  The DIP Credit Facility and use of Cash Collateral will
provide the Debtors ample liquidity to fund their operations,
capital expenditures, and corporate overhead during the course of
their Chapter 11 cases, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware --
ljones@pszjlaw.com -- asserts.

Ms. Jones contends that the new credit facilities replace the
Debtors' prepetition senior secured revolver that cannot be
assumed because it is a financial accommodation.  She notes that
the liens securing the new facilities do not prejudice any
prepetition lien.  She adds that the Debtors' operations have been
and will continue to be cash flow positive and, therefore, use of
Cash Collateral will regenerate new cash collateral and the
holders of prepetition liens against the Cash Collateral are being
granted Replacement Liens against new current assets to offset the
impact of Section 552 of the Bankruptcy Code, which would
otherwise deprive the noteholders of continuing liens against the
postpetition current assets not constituting proceeds of their
prepetition collateral, known as the ABL Collateral.

Jay A. Epstein, NewPage Corporation's senior vice president and
chief financial officer, says in his declaration supporting the
DIP Motion that the Debtors' ability to continue using Cash
Collateral and to access the financing provided under the DIP
Credit Facility will provide them with the liquidity necessary to
continue operating as a going concern and to maximize value for
all stakeholders.

                   Summary of Principal Terms

Borrower:     NewPage Corporation.

Guarantors:   NewPage Group, NewPage Holding Corporation, and all
              material domestic Debtor subsidiaries, but
              excluding NewPage Port Hawkesbury Corporation,
              Consolidated Water Power Co. and Rumford GIPOP Inc.

Joint Lead    With respect to the DIP Revolving Facility, J.P.
Arrangers     Morgan Securities LLC, Barclays Bank PLC, and Wells
and Joint     Fargo Capital.
Bookrunners:  With respect to the DIP Term Loan Facility, J.P.
              Morgan Securities LLC and Barclays.

DIP Admin.
Agent:        JPMorgan Chase Bank

Co-Collateral
Agents:       JPMorgan Chase Bank

Syndication
Agent:        Barclays

Lenders:      JPMorgan Chase Bank, Barclays, WFC and the other
              institutions selected in consultation with the
              Borrower that become parties to the financing
              arrangements as lenders.

Borrowing
Base:         The Borrowing Base will be calculated as:

              (a) 85% of the book value of Eligible Accounts of
                  the Borrower and the Borrowing Base Guarantors;
                  plus

              (b) the lesser of: (i) the cost of eligible
                  inventory of the Borrower and the Guarantors
                  multiplied by 75% or (ii) the Cost of Eligible
                  Inventory of Borrower and the Borrowing Base
                  Guarantors multiplied by the advance rate of
                  85% of the Net Orderly Liquidation Value; minus

              (c) effective immediately upon notification to
                  Borrower by Administrative Agent, (i) Carve Out
                  Reserves, Designated Hedging Reserves and the
                  Notes Payment Reserve and (ii) any other
                  Reserves established from time to time by the
                  Co-Collateral Agents.

Collateral:   The obligations of the Borrower and each Guarantor
              under the DIP Credit Facility shall, at all times,
              be secured by:

              (a) first-priority, perfected Lien upon, all
                  personal property of the Credit Parties
                  consisting of accounts receivables, trade
                  receivables, inventory, among other accounts,
                  subject to an existing Lien securing all
                  outstanding debt under the Prepetition Senior
                  Secured Revolver;

              (b) first-priority, perfected Lien upon, all real,
                  personal, property of the Credit Parties'
                  respective estates, and

              (c) perfected junior Lien upon, all real, personal
                  property of the Credit Parties' respective
                  estates.

Closing Date: The date on or before October 31, 2011, on which
              the initial borrowings under the DIP Credit
              Facility are made.

Fees:         The Debtors are asking for approval to file under
              seal.

                     Use of Cash Collateral

The Debtors generate cash from the sale of the Debtors' products
and the use of the cash pledged under the Prepetition Senior
Secured Revolver and the Prepetition First Lien Indenture.  The
Debtors use Cash Collateral to finance their operations and to
make essential payments, like employee payroll, taxes and
maintaining inventory of raw materials.  As of August 31, 2011,
the Debtors' books reflect a cash balance of approximately $17.3
million.

Pursuant to the Proposed Interim Order, and in accordance with the
terms of the DIP Credit Facility, the Debtors will use proceeds of
collateral and any Prepetition Secured Parties' Cash Collateral to
fund the Debtors' operation of their businesses, and on a final
basis, in accordance with the terms of the DIP Credit Facility and
the Final Order.

                       Adequate Protection

The DIP Credit Facility is a senior loan that leaves each of the
Debtors' secured claimholders in the same position they were in
prior to the Petition Date.  The First Lien Noteholders held a
second lien against the ABL Collateral before the cases commenced
and will continue to do so after the DIP Credit Facility is
established.  To offset the cutoff of liens provided by Section
552, the Prepetition First Lien Noteholders will obtain the
Replacement Liens against the postpetition ABL Collateral that
otherwise would not constitute proceeds of the ABL Collateral, Ms.
Jones says.

Thus, Ms. Jones asserts, in exchange for authority to use Cash
Collateral and to enter into the DIP Credit Facility, the Debtors
will provide to the Prepetition First Lien Noteholders, which are
the only party with an interest in the Cash Collateral other than
the Prepetition Revolver Lenders, who are being repaid,
Replacement Liens on the postpetition ABL Collateral pledged to
the DIP Agents, which adequate protection liens will have a
priority immediately junior to the liens granted to the DIP
Secured Parties, in an amount equal to the aggregate diminution in
value, if any, of the collateral, subject to the Carve-Out.

Ms. Jones contends that the value of the Prepetition Secured
Lenders' collateral will not decrease due to the Debtors'
postpetition operations, and thus, no adequate protection is
required beyond the replacement liens the Debtors are providing.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.


NEWPAGE CORP: To File DIP Motion's Fee Letters Under Seal
---------------------------------------------------------
NewPage Corporation and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to file
under seal certain fee letters among certain of the Debtors and
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Barclays
Bank PLC, Barclays Capital, the investment banking division of
Barclays Bank PLC, and Wells Fargo Capital Finance, LLC, executed
in connection with the proposed debtor-in-possession financing
facility.

Pursuant to the Fee Letters, the Debtors have agreed to keep the
specific terms of the Fee Letters confidential, Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, tells Judge Kevin Gross.  Hence, the Debtors want to
file the Fee Letters under seal and that the Fee Letters remain
under seal and confidential.  The estimated aggregate amount of
fees and expenses payable by the Debtors in connection with the
DIP are disclosed in the DIP Motion and are, thereby, made a
matter of public record, she notes.

The Debtors submit that the Fee Letters contain closely-guarded
proprietary and commercial information that is highly sensitive to
the Financing Parties and the Debtors.  Therefore, disclosure of
the terms of the Fee Letters would cause substantial harm to the
Financing Parties, create an unfair advantage to competitors, and
violate the Debtors' agreement with the Financing Parties, Ms.
Jones contends.

In another filing, the Debtors withdraw the sealing of that
certain Amended and Restated Commitment Letter dated September 6,
2011.  The Debtors assert that the Commitment Letter was
inadvertently included in the Motion.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.


NEWPAGE CORP: Taps KCC as Claims & Noticing Agent
-------------------------------------------------
NewPage Corporation and its debtor affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC as their claims and noticing
agent, and as agent of the Court.

As claims agent, KCC will:

   -- serve necessary notices;

   -- serve motions, applications, requests for relief, hearing
      agendas, and related documents on behalf of the Debtors in
      their Chapter 11 cases;

   -- receive, examine, and maintain copies of all proofs of
      claims and proofs of interest filed in the cases;

   -- maintain the official claims register for each Debtor by
      docketing all proofs of claim and proofs of interest in a
      claims database; and

   -- revise the creditor matrix after the objection period
      expires, among other tasks.

KCC will be paid according to its standard hourly rates pursuant
to the parties' Retention Agreement.

                Consulting Services & Rates
      ----------------------------------------------
      Position                           Hourly Rate
      --------                           -----------
      Clerical                            $40 -  $60
      Project Specialist                  $80 - $140
      Technology/Programming Consultant  $100 - $200
      Consultant                         $125 - $200
      Senior Consultant                  $225 - $275
      Senior Managing Consultant                $295
      Weekend, holidays and overtime          Waived

The Retention Agreement also provides for a $100,000 retainer.

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, attests that KCC is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  In its balance sheet,
the Debtors disclosed $3.4 billion in assets and $4.2 billion in
total liabilities as of June 30, 2011.


OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq
----------------------------------------------------------------
OptimumBank Holdings, Inc., on Sept. 15, 2011, received a letter
from The Nasdaq Stock Market indicating that the Company is not in
compliance with Listing Rule 5550(a)(2) because the closing bid
price per share of its common stock has been below $1.00 per share
for 30 consecutive business days.

In accordance with Listing Rule 5810(c)(3)(A), the Company has
been provided with a 180 calendar day grace period, or until
March 13, 2012, to regain compliance with the Bid Price Rule.  To
regain compliance with the Bid Price Rule, the closing bid price
of the Company's common stock must remain at $1.00 per share or
more for a minimum of ten consecutive business days.

Thereafter, the Company can receive an additional 180-day grace
period if the Company meets the continued listing requirement for
market value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, except for the bid price
requirement.  The Company must also notify Nasdaq of its intent to
cure the deficiency during the second grace period, by effecting a
reverse stock split, if necessary.  If the Company meets these
requirements, Nasdaq will grant the Company an additional 180
calendar days to regain compliance with the Bid Price Rule.
However, if it appears to Nasdaq that the Company will not be able
to cure the deficiency, or if the Company is otherwise not
eligible, Nasdaq will provide notice that the Company's securities
will be subject to delisting.  At that time, the Company may
appeal the delisting determination to a Hearings Panel.

The Company is evaluating its options to resolve the deficiency,
including a possible reverse stock split.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$176.15 million in total assets, $177.32 million in total
liabilities, and a $1.16 million total stockholders' deficit.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.


OZBURN-HESSEY HOLDING: Moody's Cuts Corp. Family Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Ozburn-Hessey Holding
Company, LLC ("OHL")'s Corporate Family (CFR) and Probability of
Default ratings to Caa2 from B3. Concurrently, OHL's first lien
credit facility was downgraded to B2 from Ba3 and the second lien
credit facility was lowered to Caa2 from B3. The ratings outlook
is negative.

The following ratings were downgraded:

Corporate family and probability of default, to Caa2 from B3

$35 million first lien revolver due 2014, to B2 (LGD-2, 19%) from
Ba3 (LGD-2, 20%)

$275 million first lien term loan due 2015, to B2 (LGD-2, 19%)
from Ba3 (LGD-2, 20%)

$75 million second lien term loan due 2016, to Caa2 (LGD-4, 52%)
from B3 (LGD-4, 55%)

RATINGS RATIONALE

The ratings downgrade was prompted by a weakened liquidity profile
largely arising from negative free cash flow and tight covenants
and by the expectation that credit metrics, which have weakened
during the first half of 2011, are unlikely to improve materially
over the near term. In Moody's view, these factors have increased
the likelihood of a potential debt restructuring.

As per the company's existing credit agreement, OHL's equity
sponsor could use an equity cure for two consecutive quarters if
the company does not meet compliance levels, but beyond the next
two quarters, absent a debt restructuring or amended covenants,
Moody's believes covenant compliance based on current covenant
thresholds will remain a concern. Credit metrics are unlikely to
improve meaningfully over the near term due to the current
uncertain economic outlook.

The rating action further reflects OHL's high financial leverage
level with debt-to-EBITDA exceeding 7.0 times, on a Moody's
adjusted basis, and weak coverage with EBIT-to-interest well under
1.0 times for the twelve month period ended June 30, 2011.
Although top line revenue growth has increased during the first
half of 2011 versus the same period in 2010, a variety of factors
have reportedly led to operating profitability falling below
expectations including increased pricing from truckload carriers
as capacity remains tight, labor-related costs associated with
ramping new customer contracts that started in mid to late 2010,
employee wage increases and costs associated with general growth
experienced during the beginning of the year.

The negative outlook is primarily based on the company's weak
liquidity profile and the anticipation that operating results are
not likely to improve meaningfully over the near term based on
expectations for low GDP growth in the U.S., where the bulk of the
company's revenues are concentrated.

An improved liquidity profile including increased covenant
headroom would likely result in stabilization of the outlook. A
rating upgrade would be considered if OHL's profitability improves
such that debt/EBITDA decreases to below 6.0 times and is
sustained at that level, EBIT/interest approaches 1.0 times and
free cash flow generation turns positive on a sustainable basis.

Moody's would consider a further downgrade if the company is
unable to address covenant concerns over the next twelve months,
particularly into the first half of 2012.

Ozburn-Hessey Holding Company, LLC '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
Ozburn-Hessey Holding Company, LLC 's core industry and believes
Ozburn-Hessey Holding Company, LLC '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.

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, truck brokerage, customs
brokerage, freight forwarding, and dedicated contract carriage.
Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition
Corporation, which is controlled by private equity group Welsh,
Carson, Anderson & Stowe. Ozburn-Hessey's gross revenues were
approximately $1.2 billion for the last twelve months ended June
30, 2011.


PACESETTER FABRICS: Taps Golbar & Associate as Accountants
----------------------------------------------------------
Pacesetter Fabrics, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Golbar &
Associates, an Accountancy Corporation as its accountants.

The Debtor relates that Golbar has been rendering accounting
services to the Debtor for the past 14 years, since it commenced
its business.  Ashton A. Golbar, CPA and Matthew C. Kim, CPA will
direct the firm's work in the case.

The firm will assist the Debtor with:

   -- the preparation of the financial statements and financial
   statement reconciliations;

   -- tax accounting services as requested by the Debtor; and

   -- financial reporting to be made in connection with the
   Chapter 11 case, including gathering and reporting of
   information related to the Debtor's assets, liabilities and
   financial condition, and the operation of its business.

As of the Petition Date, the firm held a balance of $2,493 due for
prepetition services rendered to the Debtor.  The Debtor has not
paid the amount.

The normal billing rates of the firm range from $85 to $350 per
hour.

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

The firm disclosed that it has provided and currently provides
services to a company owned by the Debtor's employee (general
counsel) David Poursalimi and his father Mixxed 26, LLC, in
connection with Mixxed's accounting and tax services needs.  The
firm does not believe that any actual conflict, with respect to
accounting services, exists relating to its work for the Debtor
and for Mixxed.  However, it has informed Mixxed that if a
conflict develop, it will resign from its engagement with Mixxed.

The U.S. Trustee for Region 16 objects to Golbar's request to be
paid on a monthly basis in accordance with Knudson procedures.
The U.S. Trustee notes that the application fails to provide any
evidence or discussion to support the required Knudson findings.
Specifically, no retainer has been received by Golbar to draw down
on, and no estimation of monthly fees have been provided.  Golbar
must be required to file interim and final fee applications as
contemplated by the Local Bankruptcy Rules and the Bankruptcy
Code.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PACESETTER FABRICS: Rutter Hobbs Approved as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Pacesetter Fabrics, LLC, to employ Rutter Hobbs &
Davidoff Incorporated as general bankruptcy counsel.

As reported in the Troubled Company Reporter on July 26, 2011,
RHD is advising the Debtor as to its duties under the Bankruptcy
Code, and its prosecution claims in the bankruptcy case; assisting
in connection with its financial affairs; and preparing a plan of
reorganization or sale of assets.

Brian L. Davidoff, Esq., a shareholder in RHD, told the Court that
RHD rendered professional services to the Debtor prior to the
filing of the Petition in the total amount of $42,520.  Prior to
the Petition Date, RHD received $39,843 of the amount, plus an
additional retainer of $108,156.  RHD agreed to waive $2,677 of
the prepetition services rendered.  The source of the retainer was
partially the Debtor's income from operation of business, with
respect to $123,000 received.  The additional $25,000 was paid
directly by Mixxed 26, LLC to RHD.  Mixxed 26 is a customer of the
Debtor, who had borrowed funds from the Debtor, and the $25,000
represented a partial repayment of the loan owed by Mixxed 26 to
the Debtor.

The hourly rates of RHD's personnel are:

         Partners                 $360 - $560
         Associates               $270 - $390
         Paralegals                $80 - $180

The principal attorneys who will work in the case and their hourly
rates are:

         Mr. Davidoff                 $560
         C. John M. Melissinos        $425
         Claire E. Shin               $310

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

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PALM HARBOR: Files First Amended Disclosure Statement
-----------------------------------------------------
BankruptcyData.com reports that reports that Palm Harbor Homes
filed with the U.S. Bankruptcy Court a First Amended Disclosure
Statement for its Chapter 11 Plan of Liquidation dated August 5,
2011.

According to the Disclosure Statement, "The primary purpose of the
Plan is to provide for the orderly liquidation and distribution of
the Assets and any other remaining Post-Confirmation Trust Assets
to Holders of Allowed Claims. Because substantially all of the
Debtors' assets were sold as part of the Sale Transaction to the
Purchaser, the Plan provides for the formation of the Post
Consummation Trust that will administer the Post-Consummation
Trust Assets in accordance with the terms of the Plan."

                       About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to $55
million in secured financing for Palm Harbor's reorganization.


PERKINS & MARIE: Creditors Seek Right to Sue Backer Castle Harlan
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors of
Perkins & Marie Callender's Inc. want approval to launch a lawsuit
against the restaurant chains' prebankruptcy equity sponsor, New
York private equity firm Castle Harlan Inc., with the creditors
saying they want to sue because Perkins won't.

                        About Perkins & Marie

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.  Deloitte Tax LLP serves as tax services provider.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
represents the Committee.


QWEST COMMUNICATIONS: Sells $575 Million of 7.50% Notes Due 2051
----------------------------------------------------------------
Qwest Corporation, an indirect wholly owned subsidiary of both
CenturyLink, Inc., and CenturyLink's wholly owned subsidiary,
Qwest Communications International Inc., publicly sold
$575,000,000 aggregate principal amount of its 7.50% Notes due
2051, including $75,000,000 principal amount that was sold
pursuant to an over-allotment option granted to the underwriters
for the transaction.

The public offering price of the Notes was 100% of the principal
amount.  After deducting underwriting discounts and QC's estimated
expenses, QC expects to receive net proceeds from the sale of
approximately $557 million.  QC expects to use the net proceeds
from this offering to redeem in October 2011 $550 million of the
$1.5 billion aggregate principal amount of QC's outstanding 8.875%
Notes due March 15, 2012, and to pay all related fees and
expenses.

QC sold the Notes pursuant to an underwriting agreement dated
Sept. 14, 2011, among QC and the underwriters listed therein, and
a related price determination agreement dated Sept. 14, 2011,
among the same parties.  The Notes have been registered under the
Securities Act of 1933, as amended, pursuant to an automatic shelf
registration statement on Form S-3, filed by QCII, QC and certain
of their affiliates with the Securities and Exchange Commission on
Dec. 12, 2008, as supplemented by a prospectus supplement dated
Sept. 14, 2011.

                    About Qwest Communications

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

The Company's balance sheet at June 30, 2011, showed $31.28
billion in total assets, $19.06 billion in total liabilities and
$12.22 billion in total stockholders' equity.

                           *     *     *

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after Nov. 20, 2010 and holders may require the
Company to repurchase for cash on Nov. 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


REDDY ICE: Robert Mead Discloses 5.4% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Robert E. Mead disclosed that he beneficially owns
1,264,093 shares of common stock of Reddy Ice Holdings, Inc.,
representing 5.41% of the shares outstanding.  As of Aug. 8, 2011,
there were 23,383,556 shares of common stock outstanding.  A full
text copy of the filing is available for free at:

                        http://is.gd/BF71ZU

                         About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $476.62
million in total assets, $546.36 million in total liabilities and
a $69.73 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


REPLICEL LIFE: Posts C$1.1 Million Net Loss in Second Quarter
-------------------------------------------------------------
RepliCel Life Sciences Inc., formerly Newcastle Resources Ltd.,
reported a net loss of C$1.1 million for the second quarter ended
June 30, 2011, compared with a net loss of C$337,464 for the same
period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of C$2.0 million, compared with a net loss of C$685,683 for the
same period last year.

The Company had no revenue from operations during the six months
ended June 30, 2011, and 2010.

The Company's balance sheet at June 30, 2011, showed
C$2.0 million in total assets, C$171,518 in total liabilities, and
shareholders equity of $1.8 million.

"At June 30, 2011, the Company is still in the research stage,
and has accumulated losses of C$4,929,565 since its inception and
expects to incur further losses in the development of its
business, which casts significant doubt about the Company's
ability to continue as a going concern," RepliCel said in the
filing.

A copy of the Form 6-K is available at http://is.gd/8nk7NQ

Headquartered in Vancouver, Canada, RepliCel Life Sciences Inc. is
in the business of developing and patenting a new hair cell
replication technology that has the potential to become the
world's first autologous treatment for pattern baldness and
general hair loss in men and women.


RITE AID: Incurs $92.2 Million Net Loss in Aug. 27 Quarter
----------------------------------------------------------
Rite Aid Corporation reported a net loss of $92.25 million on
$6.27 billion of revenue for the 13 weeks ended Aug. 27, 2011,
compared with a net loss of $196.97 million on $6.16 billion of
revenue for the 13 weeks ended Aug. 28, 2010.

The Company also reported a net loss of $155.33 million on $12.66
million of revenue for the 26 weeks ended Aug. 27, 2011, compared
with a net loss of $270.66 million on $12.55 million of revenue
for the 26 weeks ended Aug. 28, 2010.

The Company's balance sheet at Aug. 27, 2011, showed $7.41 billion
in total assets, $9.77 billion in total liabilities and a $2.35
billion total stockholders' deficit.

"We are pleased with the continued improvement in our top-line
results, highlighted by three consecutive quarters of same store
sales growth," said John Standley, Rite Aid President and CEO.
"Customers are responding positively to our sales initiatives,
including our highly popular and fast-growing wellness + loyalty
program, which now has over 44 million enrolled members.  Our
positive same store sales growth, along with continued reductions
in operating costs, drove an increase in adjusted EBITDA."

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

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings
Services said that it assigned its 'B+' issue rating and '1'
recovery rating to Rite Aid Corp.'s proposed $343 million senior
secured term loan tranche 5 due 2018.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  According to the company, it will
use the proceeds to repay about $321 million in borrowings under
its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343
million Tranche 5 senior secured first lien term loan due 2018.
All other ratings including its Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook is stable.
The proceeds will be used to repay the $343 million (including
$21.2 original issue discount) Tranche 3 term loan due 2014.
Following the repayment, the Tranche 3 term loan will be retired
and its B3 rating withdrawn.


RW LOUISVILLE: Amends Plan to Modify Secured Creditor's Features
----------------------------------------------------------------
RW Louisville Hotel Associates, LLC, filed a fourth amended plan
of reorganization with the U.S. Bankruptcy Court for the Western
District of Kentucky, Louisville Division, to revise certain
features relating to the Debtor's secured creditor and its agent,
as well as certain technical features of the Plan.

The Debtor maintains that the Plan provide the same or better
treatment to all creditors as the earlier version.

The is a reorganizing plan that provides for RW Louisville to
emerge from Chapter 11 as a reorganized debtor continuing to
operate a full-service Holiday Inn hotel, made possible by a
restructuring of RW Louisville's secured and unsecured debt.

The Plan proposes three categories of administrative expenses:
professional fees; Allowed Administrative Claim of
Sysco/Louisville Food Services Co.; and Remaining Administrative
Claims, including claims under Section 503(b)(9) of the Bankruptcy
Code that are unpaid as of the Confirmation Date.

The Plan proposes one class of secured claims -- Class 1,
consisting of the Noteholder's Secured Claim -- and eight
unsecured creditor classes: Class 2 is for De Minimis Claims;
Class 3 is general unsecured claims of more than $250; Class 4 is
for the Postpetition Vendor Claims; Class 5 is for Advance Payment
Claims; Class 6 is for general unsecured claims that are afforded
priority under the Bankruptcy Code; Class 7 is for the
Noteholder's Deficiency Claim; Class 8 is for the ORIX Non
priority Purchased Claims, and Class 9 is for the ORIX Priority
Purchased Claims.

With respect to the Allowed Professional Administrative Claims,
Sysco's Allowed Administrative Claim and the Remaining
Administrative Claims, the Debtor will pay the Claims in equal
monthly installments over approximately six months beginning after
the Effective Date of the Plan.

With respect to Class 1, the Noteholder will, at its option, be
treated as holding a Secured Claim in the principal amount of
$11,200,000 which will be amortized over 30 years at 5.5%
interest.  Beginning upon the first day of the calendar month
following the Effective Date, the Debtor will make six monthly
payments of $45,000 each to the Noteholder.  Interest will begin
accruing on the Noteholder's Secured Claim beginning on the first
day of the seventh calendar month following the Effective Date at
which time the Debtor will begin making 84 monthly payments of
$63,592 to the Noteholder on its Claim with a balloon payment of
all outstanding principal and interest in the 85th month.  The
Noteholder will also hold a Class 7 general unsecured deficiency
Claim in the amount of $4,012,599, which will be amortized over 20
years at 5.5% and secured by a second mortgage lien on the
Debtor's real property.

With respect to Class 2, De Minimis Claims, the Debtor will, at
each claim holder's election, either pay 80% of the face value of
a De Minimis Claim, without interest, within 30 days of the
Effective Date, or pay the De Minimis Claim in full over the Full
Plan Term, with that obligation bearing interest at the Plan
Interest Rate, in equal monthly payments with payment beginning
six months after the Effective Date.

With respect to the Class 3 General Unsecured Claims, the Debtor
will, at each claim holder's election, either pay these Claims 25%
of their value, Pro Rata, with 36 equal monthly payments beginning
approximately six months after the Effective Date, or pay the
General Unsecured Claim in full over the Full Plan Term, with that
obligation bearing interest at the Plan Interest Rate, in equal
monthly payments with payment beginning six months after the
Effective Date.

With respect to Class 4, the Postpetition Vendor Unsecured Claims,
the Debtor will provide each Postpetition Vendor (1) an 80% Post
petition Volume Commitment; and (2) at each claim holder's
election, either pay these Claims 25% of their value, Pro Rata,
with 36 equal monthly payments beginning approximately six months
after the Effective Date, or pay the General Unsecured Claim in
full over the Full Plan Term, with that obligation bearing
interest at the Plan Interest Rate, in equal monthly payments with
payment beginning six months after the Effective Date.

With respect to Class 5, the Advance Payment Claims, except for
any Advance Payment Claim that has been satisfied as of the
Effective Date, the Debtor anticipates satisfying these Claims in
full by providing the agreed upon services to each such claimant
on the date and time the Debtor agreed to do so with each.

With respect to Class 6, the Priority General Unsecured Claims
will be paid in full but without interest with 6 equal monthly
payments beginning upon the Effective Date.  With respect to Class
9, the ORIX Priority Purchased Claims will be paid in full on the
Effective Date.

With respect to Class 7, the Noteholder's Deficiency Claim will be
paid in full with interest beginning to accrue at the Plan
Interest Rate on the first day of the seventh calendar month
following the Effective Date at which time the Debtor will begin
making 84 monthly payments of $27,602 to the Noteholder on its
Claim with a balloon payment of all outstanding principal and
interest in the 85th month.

With respect to Class 8, the ORIX Non-priority Purchased Claims
will be paid in full over the Full Plan Term, with that obligation
bearing interest at the Plan Interest Rate, in equal monthly
payments with payment beginning six months after the Effective
Date.

With respect to Class 9, the ORIX Priority Purchased Claims will
be paid in full on the Effective Date.

The Debtor's principal, James J. Papovich, will guaranty payment
of all payments to be made under the Plan to holders of claims in
Class 2, Class 3, Class 4, Class 6, and Class 8.

The Debtor's Manager expressly subordinates the management fee, on
an annual basis to the payments to be made under the Plan, through
December 31 of each calendar year.

The Debtor maintains that its reorganization pays holders of
Claims more than they would receive in a liquidation of the
Debtor's assets, and permits the Debtor to continue operating,
preserving the jobs of its approximately 100 employees, and allows
it to continue to provide services to the community.

A full-text copy of the Fourth Amended Plan, dated Aug. 29, is
available for free at http://ResearchArchives.com/t/s?76fe

The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for the
Western District of Kentucky will convene a hearing on Sept. 27,
2011, at 9:00 a.m. (Eastern Time), to consider the confirmation of
RW Louisville Hotel Associates LLC's Fourth Amended Chapter 11
Plan of Reorganization.  Objections, if any, are due Sept. 20.

                        About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SEP RIVERPARK: Grubb & Ellis Approved as Listing Broker/Realtor
---------------------------------------------------------------
The Hon. Sarah A. Hall of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized SEP Riverpark Plaza,
L.L.C., to employ Grubb & Ellis/Martens Commercial Group LLC, to
act as the exclusive listing broker/realtor for the Debtor's
Riverpark Apartments.

Michael E. Deeba, Chapter 11 Trustee of Macco Properties, Inc.,
owner/member/manager of the Debtor estate, filed the request on
Sept. 8, 2011.

Grubb & Ellis is expected to:

   a) evaluate the Riverpark Apartments -- an asset of the
   Debtor's estate located at 400 W. Central Street, Wichita,
   Kansas; and

   b) instruct and advise the Trustee as to a marketing plan for
   and the eventual sale of the property of the debtor estate;

To the best of the trustee's knowledge, Grubb & Ellis is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The trustee is represented by:

         Janice D. Loyd, Esq.
         James H. Bellingham, Esq.
         BELLINGHAM & LOYD, P.C.
         620 North Robinson, Suite 207
         Oklahoma City, OK 73102
         Tel: (405)235-9371
         Fax: (405)232-1003
         E-mails: jdltrustee@bellinghamloyd.com
                  jbellingham@bellinghamloyd.com

                 About SEP Riverpark Plaza, L.L.C.

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection on November 11, 2010 (Bankr. W.D. Okla. Case No.
10-16832).  According to its schedules, the Debtor disclosed
$19,165,623 in total assets and $12,026,685 in total debts.  On
Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's
employment of Hiersche Law Firm as its bankruptcy counsel.


SIGNAL HILL: Withdraws Disclosure Statement
-------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
granted the request of Signal Hill Crossroads, LLC, for the
withdrawal of its disclosure statement dated May 16, 2011,
explaining its Plan of Reorganization.

The Debtor sought withdrawal of the Disclosure Statement as it no
longer represents the Debtor's financial position.  

The Debtor related that following a July 18, 2011, hearing, the
Court entered an order terminating the stay under Section 362 of
the Bankruptcy Code to allow the Debtor's secured creditor to
foreclose on the Debtor's principal asset.  The foreclosure has
been conducted.  The Debtor asserted that the stay relief and the
asset foreclosure is a significant change in its situation since
the filing of the Disclosure Statement.

As reported by the Troubled Company Reporter on June 8, 2011, the
Debtor's May 16, 2011, Plan contemplates the satisfaction of the
claims of all of the Debtor's creditors from the development and
sale or leasing of its property in Culpeper County, Virgnia, an
81-acre parcel of real estate.  The Plan divides the Debtor's
creditors into five classes: (1) postpetition administrative
claimants; (2) the secured claim of the County of Culpeper for
real estate taxes; (3) the secured claim of S.F.C. II, L.L.C; (4)
general unsecured creditors; and (5) insider creditors.  The
claims of all classes are impaired.

Vienna, Virginia-based Signal Hill Crossroads, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. Case W.D. Va. No. 11-
60365) on Feb. 14, 2011.  Douglas E. Little, Esq., at Douglas E.
Little, Attorney At Law, in Charlottesville, Va., serves at the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


SOLYNDRA LLC: Lawmakers Want Key Investor Info in Loan Probe
------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that lawmakers
investigating $535 million in federal loan guarantees to now
bankrupt Solyndra LLC asked two venture capital firms Wednesday to
turn over reams of documents about their relationship with the
troubled solar panel maker.

Law360 relates that Rep. Fred Upton, R-Mich., and other members of
the U.S. House of Representatives sent identical letters to key
Solyndra investors Argonaut Private Equity and Madrone Capital
Partners, requesting that they produce within a week material
related to Solyndra's loan guarantees from the U.S. Department of
Energy and the company's scrubbed initial public offering.

                          About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.


SOLYNDRA LLC: Taps McDermott to Handle Govt. Investigations
-----------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ McDermott Will &
Emery as special counsel.

McDermott will handle governmental investigations of the Debtors
and hearings in connection with those investigations, and
litigation and proceedings involving the Debtors related to the
investigations and hearings.

Specifically, McDermott will:

   a. provide legal advice to the Debtors with respect to
   governmental investigations of the Debtors and hearings in
   connection with those investigations, and litigation and
   proceedings against the Debtors related to the investigations
   and hearings;

   b. prepare on behalf of the Debtors necessary reports,
   applications, motions, answers, orders, and other legal papers;
   and

   c. appear at hearings related to any investigations, litigation
   or proceedings.

The hourly rates of the McDermott's personnel's are:

         William F. Weld             $825
         Stephen M. Ryan             $775
         David D. Ransom             $525
         Gene Litvinoff              $525
         Jon P. Decker               $425

Prepetition, McDermott received $23,829 from the Debtors in
connection with its prepetition representation of the Debtors.
McDermott will waive any amounts that it is owed by the Debtors
for prepetition services provided to the Debtors.

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

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.


SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Solyndra LLC's Chapter 11 case on Oct. 18, 2011, at 10:00 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street Wilmington, Delaware.

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 Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SONOMA VINEYARD: Disclosure Statement Hearing Set for Oct. 7
------------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on the
approval of the Disclosure Statement explaining Sonoma Vineyard
Estates LLC's Plan of Reorganization on Oct. 7, 2011 at 09:00 a.m.

The proposed plan for Sonoma Vineyard is to either sell the
entirety or to take the two parcels that are comprised of 58.5
acres and process an application for a 17 estate lot subdivision
so that the property can be sold to a developer which in turn
would result in all creditors being paid in full and possibly some
of the approximately $3,000,000 invested by the members being
returned to them.

The Sonoma County General Plan allows for a 22 lot residential
subdivision on the two lots with APN numbers 142-042-020 and 142
042-021.  Under the Sonoma County General Plan Use Policy LU-18t
it states that if the existing golf course is abandoned on the
48.5 acre parcel then 15 residential homes may be placed on the
parcel.  The second parcel that is just less than 10 acres is
allowed to be divided into two lots.  Both adjacent property
owners have consented to support this subdivision.

The members of Sonoma Vineyard will advance 50% of the cost to the
site planner, architect, engineer and planner to obtain the
necessary approvals from Sonoma County for a tentative map on the
estate lot subdivision with Geneva Leasing advancing the other 50%
pursuant to the terms of a confidential settlement agreement dated
March 9, 2011.  The costs are to be repaid upon the sale of the
property with the tentative map.

Claims against the Debtor are classified under the Plan as:

   Class 1- Geneva Leasing
   Class 2 - Charter Oak Bank
   Class 3 - Riechers Spence Associates
   Class 4 - Allowed Unsecured Claims
   Class 5 - The Members

The Debtor and August B. Landis, the Acting United States Trustee,
entered into a court-approved stipulation agreeing to extend the
deadline for the debtor to confirm its chapter 11 plan to Dec. 19,
2011.

A full-text copy of the Disclosure Statement, dated August 25, is
available for free at http://ResearchArchives.com/t/s?76fb

                  About Sonoma Vineyards Estate

Napa, California-based Sonoma Vineyards Estate LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
13447) on Sept. 7, 2010.  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
listed $10,000,038 in assets and $6,998,010 in liabilities.


SOUTH EDGE: JP Morgan, Owners Plan Set for Oct. 10 Confirmation
---------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada has approved the disclosure statement
supporting the joint plan of reorganization filed by JPMorgan
Chase Bank N.A., as administrative agent under the prepetition
credit agreement, for South Edge LLC.  JPMorgan has filed the Plan
with four of the Debtor's members, KB Home Nevada, Inc.,
Coleman-Toll Limited Partnership, Pardee Homes of Nevada, Inc.,
and Beazer Homes Holdings Corp, and their parent affiliates,
homebuilders KB Home, Toll Brothers, Inc., Weyerhaeuser Real
Estate Company, and Beazer Homes Holdings Corp.

The confirmation hearing is scheduled on Oct. 17, 2011, at 10:00
A.M. (PDT).  The deadline for objections to the plan is set on
Oct. 10, 2011, at 4:00 P.M. (PDT).

The Plan Proponents believe that the Plan provides the Debtor and
its creditors with the best possible outcome, because it (1)
enables non-insider creditors to receive substantial distributions
within the next few months, (2) ends years of contentious and
expensive litigation between the Agent and the Settling Builders,
and (3) creates a platform for future development of the Debtor's
master planned community known as "Inspirada."  The Plan provides
for prompt and significant distributions to the secured
Prepetition Lenders.  The Plan also provides for the prompt
payment in full of all priority and administrative claims, as well
as a $1 million fund for general unsecured creditors,
notwithstanding the facts that (1) the Agent holds liens on all of
the Estate's assets, and (2) the Prepetition Lenders will not be
paid in full.

The Plan Proponents believe it is unlikely that unsecured
creditors would receive anything in a liquidation or an
alternative plan.  The costs, delays, and risks of litigation
would be significant.  Moreover, the Prepetition Lenders' claims
would continue to accrue interest and fees until they were paid
in full.

The Plan is supported by the Chapter 11 trustee for the Debtor,
Cynthia Nelson.  According to the Chapter 11 Trustee, the
settlement in the Plan has substantial benefits for the Estate,
including the payout to secured creditors, the recovery to
unsecured creditors, and the resolution of significant litigation
in a timely and largely consensual manner.

J.P. Morgan is represented by:

         Robert M. Charles, Jr., Esq.
         LEWIS AND ROCA LLP
         3993 Howard Hughes Parkway, Suite 600
         Las Vegas, Nevada 89169-5996
         Tel: (702) 949-8320
         Fax: (702) 949-8321
         E-mail: rcharles@LRLaw.com

         G. Larry Engel, Esq.
         MORRISON & FOERSTER LLP
         425 Market Street
         San Francisco, California 94105-2482
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mail: lengel@mofo.com

         Norman S. Rosenbaum, Esq.
         Jordan A. Wishnew, Esq.
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, New York 10104
         Tel: (212) 468-8000
         Fax: (212) 468-7900
         E-mail: nrosenbaum@mofo.com
                 jwishnew@mofo.com

A copy of JPMorgan's disclosure statement is available for free
at: http://bankrupt.com/misc/SOUTHEDGE_disclosurestatement.pdf

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SPANISH BROADCASTING: Receives Non-Compliance Notice from NASDAQ
----------------------------------------------------------------
Spanish Broadcasting System, Inc., on Sept. 15, 2011, received a
written deficiency notice from The Nasdaq Stock Market, advising
the Company that the market value of its Class A common stock for
the previous 30 consecutive business days had been below the
minimum $15,000,000 required for continued listing on the NASDAQ
Global Market pursuant to NASDAQ Listing Rule 5450(b)(3)(C).

Pursuant to NASDAQ Listing Rule 5810(c)(3)(D), the Company has
been provided an initial grace period of 180 calendar days, or
until March 13, 2012, to regain compliance with the Rule.  The
Notice further provides that NASDAQ will provide written
confirmation stating that the Company has achieved compliance with
the Rule if at any time before March 13, 2012, the market value of
the Company's publicly held shares closes at $15,000,000 or more
for a minimum of 10 consecutive business days.  If the Company
does not regain compliance with the Rule by March 13, 2012, NASDAQ
will provide written notification to the Company that the
Company's common stock is subject to delisting from the Nasdaq
Global Market, at which time the Company will have an opportunity
to appeal the determination to a NASDAQ Hearings Panel.

The Company intends to use all reasonable efforts to maintain the
listing of its common stock on the NASDAQ Global Market, but there
can be no guarantee that the Company will regain compliance with
the Market Value of Publicly Held Shares Requirement.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $481.77
million in total assets, $434.08 million in total liabilities,
$92.35 million in cumulative exchangeable redeemable preferred
stock and a $44.66 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


STRATEGIC AMERICAN: Inks Purchase & Sale Pact to Acquire SPE
------------------------------------------------------------
Strategic American Oil Corporation, on Sept. 20, 2011, entered
into a Purchase and Sale Agreement with CW Navigation, Inc., KD
Navigation, Inc., and KW Navigation, Inc., and SPE Navigation I,
LLC, to acquire SPE.  The material assets of SPE consist of
certain oil and gas working interests in and to four producing oil
and gas fields located in Galveston Bay, Texas, together with one
million shares of Hyperdynamics Corporation.

Pursuant to the Agreement, the Sellers have agreed to sell to the
Company all of the outstanding membership interests in SPE for a
total purchase price of 95,000,000 restricted common shares of the
Company.  The Company anticipates that the closing will occur
within a week from the execution of the Agreement.

CW Navigation, Inc., is owned 100% by the brother-in-law of Jeremy
Driver, the Company's Chief Executive Officer and a director.  KD
Navigation, Inc., is owned 100% by Mr. Driver's wife.  KW
Navigation, Inc. is owned 100% by Mr. Driver's sister-in-law.

                      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.


STRATUS MEDIA: Amends 64.4 Million Common Shares Offering
---------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission a pre-effective amendment no.1 to Form S-1
registration statement relating to the resale of up to 21,750,000
shares of the Company's common stock issuable upon the conversion
of shares of the Company's Series E Preferred Stock, 5,437,500
shares of the Company's common stock that may be issuable in the
future if the Company elects to pay all mandatory dividends due in
shares of common stock and 37,225,000 shares of the Company's
common stock issuable upon the exercise of warrants held by some
of the Company's securityholders.

These shares of preferred stock and warrants were issued to the
selling securityholders in connection with a private placement
that the Company completed in May 24, 2011.  In the private
placement, the Company sold to eight accredited investors an
aggregate of 8,700 Series E Preferred shares, A Warrants to
purchase an aggregate of 21,750,000 shares of the Company's Common
Stock and B Warrants to purchase an aggregate of 10,875,000 shares
of the Company's Common Stock.  The Company received gross
proceeds of $8,700,000.  The Company paid $800,000 in commissions
and agreed to issue warrants to the placement agent to purchase an
aggregate of 3,600,000 shares of the Company's Common Stock with
respect to the private placement.  The Company also paid a broker
dealer a commission in connection with the private placement of
$100,000 in cash and agreed to issue such broker-dealer five year
warrants to purchase 1,000,000 shares of the Company's Common
Stock, at an exercise price of $0.70 per share.  The Company
agreed to provide "piggyback" registration rights with respect to
shares of the Company's Common Stock acquired by such broker
dealer upon exercise of the warrants.

The Company is not selling any shares of common stock in the
offering and therefore will not receive any proceeds from the
offering.  The Company will, however, receive the exercise price
of the warrants if and when these warrants are exercised by the
selling securityholders.  The Company will pay the expenses of
registering these shares.

The Company's common stock is traded in the over-the-counter
market and is quoted on the OTC Bulletin Board under the symbol
SMDI.  On Sept. 15 , 2011, the last reported price of the
Company's common stock was $0. 63 per share.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/7epyeq

                        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.

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.


TEE INVESTMENT: Files First Amended Chap. 11 Plan
-------------------------------------------------
Tee Investment Company, dba as Lakeridge Apartments, filed with
the U.S. Bankruptcy Court for the District of Nevada a first
amended plan of reorganization and an accompanying disclosure
statement on Sept. 9, 2011.

The First Amended Plan provides that the amount of WBCMT 2006 -
C27 Plumas Street, LLC's secured claim will be the lesser of the
value of Lakeridge East Apartments, located at 6155 Plumas Street,
in Reno, Nevada, determined as of the Confirmation Date or the
WBCMT Note Balance.  WBCMT will retain its security interest in
the Property.

The WBCMT Secured Claim will bear interest at the rate of 4.25%
per annum from and after the Effective Date, or, in the event of
objection by the Class 1 creditor, other rate as the Court will
determine is appropriate after considering the evidence at the
Confirmation Hearing.  On or before the 15th day of each and every
month, commencing on the 15th day of the next month following the
Effective Date, the Debtor will distribute to WBCMT an amount
equal to the normal amortized monthly payment based upon the WBCMT
Interest Rate and a 30-year amortized mortgage term.

The balance owed on the WBCMT Secured Claim, together with any and
all accrued interest, fees and costs due thereunder, will be paid
on or before 10 years following the Effective Date, or other date
as may be proposed by the Debtor and approved by the court at the
Confirmation Hearing.

The WBCMT Note and the WBCMT Deed of Trust will remain in full
force and effect.

In the event of a default by the Debtor under the Plan, and in the
event Debtor fails to cure the default within 15 business days
after delivery of notice to the Debtor and to Debtor's counsel,
WBCMT will be entitled to enforce all of the terms of the WBCMT
Deed of Trust and the WBCMT Note, in addition to all rights
available under Nevada law, including, without limitation,
foreclosure upon the Property and the opportunity to credit bid
the entire amount of the WBCMT Note at any foreclosure sale.

In the event WBCMT makes a timely election under Section 1111(b
(2) of the Bankruptcy Code, and the same is allowed by the Court,
then as of the WBCMT Maturity Date, the balance paid to WBCMT will
be the greater of I) the balance owed on the WBCMT
Secured Claim as of the WBCMT Maturity Date; or ii) the WBCMT Note
Balance less the total of all payments received by WBCMT Post
Petition.

A full-text copy of the First Amended Disclosure Statement, dated
September 9, is available for free at:

               http://ResearchArchives.com/t/s?76fc

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TERRESTAR NETWORKS: Reaches Loan Settlement With Lenders
--------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that TerreStar
Networks Inc. said Wednesday it had reached a settlement in
New York bankruptcy court with its creditors' committee,
collateral agent and several lenders in a suit over a $100 million
purchase money credit agreement.

Under the settlement, which is awaiting court approval, TerreStar
would pay various fees incurred by lenders EchoStar Corp. and
Harbinger Capital Partners and collateral agent U.S. Bank National
Association in exchange for its release from litigation over the
outstanding PMCA, according to Law360.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TEXAS RANGERS: Judge OKs Fraud Claims Over KPMG Audit
-----------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge ruled Thursday that fraud claims could remain in a case
alleging that a 2008 audit by KPMG LLP allowed Dallas private
equity investor and former Texas Rangers owner Tom Hicks to cheat
lenders out of $525 million in debt.

GSP Finance LLC alleged in March that KPMG shifted around assets
while preparing an audit for Hicks Sports Group LLC so that Hicks
wouldn't exceed a $600 million debt cap on the syndicated loans
held by GSP and others, Law360 recalls.

                     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.


THEATRE CLUB: Disclosure Statement Hearing Set for Nov. 9
---------------------------------------------------------
A hearing to consider approval of the disclosure statement
explaining The Theatre Club of Los Angeles, LLC's plan of
reorganization is scheduled for Nov. 9, 2011, at 2:00 p.m.

The plan, filed Sept. 19, is a reorganizing Plan which provides
for the payment of creditors of the Debtor.  The Reorganized
Debtor will make the payments called for under the Plan from
either (i) lease payments made to the Reorganized Debtor by new
and current tenants of the Variety Arts Theatre or (ii) from the
proceeds from the future sale of all or a part real property
assets of the Reorganized Debtor (including the Variety Arts
Theatre or its residential lots).

While not necessary to make the payments called for under the
Plan, the Reorganized Debtor anticipates it will also generate
additional revenue from the continued operation of its business as
a developer of real property.

The Plan provides for this classification and treatment of claims:

   * Class 1 is composed of claims by East West Bank secured by
     liens on property of the estate.  On the Effective Date, the
     Debtor will commence making monthly payments to East West in
     the amount of $44,407.

   * Class 2 is composed of the secured claim of Keith Austin.  On
     the effective date, the Debtor will make monthly interest
     only payments to Class 2.  Additionally, Class 2 will receive
     1/8th of the remaining principal balance on its claim from
     the sale of each lot.

   * Class 3 is composed of Cardiff Equities, LLC's secured claim.
     On the effective date, the Debtor will make monthly interest
     only payments to Class 2.  Additionally, Class 2 will receive
     1/8th of the remaining principal balance on its claim from
     the sale of each lot.

   * Class 4 is composed of the claim of the California Franchise
     Tax Board.  The claim will be paid on the effective date.

   * Class 5 is composed of general unsecured claims.  Holders of
     claims in Class 5 will share pro-rata in payments totaling
     $342,219.  No interest will be paid to this class.

   * Class 6 is composed of interest holders.  Interests are
     maintained under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76ff

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.


TRANSATLANTIC PETROLEUM: Posts $20.6MM Net Loss in Second Quarter
-----------------------------------------------------------------
TransAtlantic Petroleum Ltd. filed its quarterly report on Form
10-Q, reporting a net loss of $20.6 million on $35.5 million of
revenues for the three months ended June 30, 2011, compared with a
net loss of $16.4 million on $18.6 million of revenues for the
same period of 2010.

For the six months ended June 30, 2011, the Company had a net loss
of $43.2 million on $67.7 million of revenues, compared with a net
loss of $35.2 million on $31.0 million of revenues for the same
period last year.

The Company's balance sheet at June 30, 2011, showed
$547.3 million in total assets, $258.7 million in total
liabilities, and stockholders' equity of $288.6 million.

As reported in the TCR on April 27, 2011, KPMG LLP, in Calgary,
Canada, expressed substantial doubt about TransAtlantic
Petroleum's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a
working capital deficiency and significant commitments.

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

                       http://is.gd/nZnAi7

Istanbul, Turkey-based TransAtlantic Petroleum Ltd. (TSX:
TNP)(NYSE-AMEX: TAT) -- http://www.transatlanticpetroleum.com/--
is a vertically integrated, international energy company engaged
in the acquisition, development, exploration, and production of
crude oil and natural gas.  The Company holds interests in
developed and undeveloped oil and gas properties in Turkey,
Morocco, Bulgaria and Romania.  The Company owns its own drilling
rigs and oilfield service equipment, which it uses to develop its
properties in Turkey.  In addition, the Company's drilling
services business provides oilfield services and drilling services
to third parties in Turkey and Iraq.


TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Travelport Holdings
Ltd., the largest shareholder of Orbitz Worldwide Inc., on
Wednesday laid out a possible prepackaged Chapter 11 plan in a
regulatory filing with the U.S. Securities and Exchange
Commission.

The disclosure statement is a step toward filing for bankruptcy
protection, which the company said it would do once it receives
approval of the disclosure statement from certain lenders and
equity holders, according to Law360.

                     About Travelport Holdings

Through its several brands and subsidiaries, Travelport Holdings
sells tour packages including airline tickets and hotel
accommodations and operates a hotel network spanning 13,000
properties across the Americas, Europe, and Asia. The company was
created in 2004 through the merger of Tourico Holidays,
LastMinuteTravel.com, and Travel Global Systems. Its other company
brands include Easy Click Travel, One Minute Booking, and ExecGo.
Travel Global Systems is Travel Holdings' travel technology
entity.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates (“GTA”) business
to Kuoni Travel Holdings Limited (“Kuoni”).  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


UROLOGIX INC: KPMG LLP Raises Going Concern Doubt
-------------------------------------------------
Urologix, Inc., filed on Sept. 21, 2011, its annual report on Form
10-K for the fiscal year ended June 30, 2011.

KPMG LLP, in Minneapolis, Minnesota, expressed substantial doubt
about Urologix, Inc.'s ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and negative operating cash flows
and has entered into a new licensing agreement.

The Company reported a net loss of $3.7 million on $12.6 million
of sales for the year ended June 30, 2011, compared with a net
loss of $2.2 million on $14.8 million of sales for the year ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $6.7 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $4.8 million.

A complete text of the Form 10-K is available for free at:

                       http://is.gd/G6Uabh

Urologix, Inc., develops, manufactures, and markets non-surgical,
catheter-based therapies that use a proprietary cooled microwave
technology for the treatment of benign prostatic hyperplasia
(BPH), a disease that affects more than 23 million men worldwide.


VALCOM INC: Amends 10-Q; Posts $72,000 Net Loss in June 30 Quarter
------------------------------------------------------------------
ValCom, Inc., has filed a corrected report on Form 10-Q/A covering
its results for the third quarter ended June 30, 2011.  An
explanatory note was not provided.

The Company reported a filed its quarterly report on Form 10-Q,
reporting a net loss of $72,067 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 three months ended
June 30, 2010.

For the nine months ended June 30, 2011, the Company reported net
income of $15.53 million on $459,547 of revenues, compared with a
net loss of $2.32 million on $nil revenue for the nine months
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$28.01 million in total assets, $2.37 million in total
liabilities, and stockholders' equity of $25.04* million.

* should be $25.64 million

"The Company incurred net income of $15,530,530 due to the
inventory adjustment [$16,669,164]and cash flows used in
operations of $45,678 for the nine months ended June 30, 2011, and
had retained earnings of $14,837,444 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 complete text of the Form 10-Q is available for free at:

                       http://is.gd/My2ExU

                        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.


VYCOR MEDICAL: Files Amended Annual and Quarterly Reports
---------------------------------------------------------
On Sept. 2, 2011, Vycor Medical, Inc., filed the following amended
annual reports and quarterly reports with the Securities and
Exchange Commission for the following periods:

1) Form 10-K (1st Amendment) for the year ended Dec. 31, 2009
2) Form 10-Q (2nd Amendment) for the quarter ended March 31, 2010
3) Form 10-Q (2nd Amendment) for the quarter ended June 30, 2010
4) Form 10-Q (1st Amendment) for the quarter ended Sept. 30, 2010
5) Form 10-K (1st Amendment) for the year ended Dec. 31, 2010
6) Form 10-Q (1st Amendment) for the quarter ended March 31, 2011

The Company had determined that its historical financial
statements for the above-indicated periods included in the
Company's periodic reports filed with the Securities and Exchange
Commission required restatement to reflect the proper accounting
for certain common stock purchase warrants issued in connection
with consulting agreements and to reflect the proper accounting
treatment for the beneficial conversion feature associated with
certain debt convertible into common stock.

The net result of the restated financial statements included in
the amended annual reports and quarterly reports is an additional
aggregate non-cash expense of approximately $152,000 for all
periods which were the subject of the restatements.

Complete texts of the amended reports are available for free at:

1) http://is.gd/McBmks
2) http://is.gd/v3xdrl
3) http://is.gd/3wd32n
4) http://is.gd/gWfSCe
5) http://is.gd/4kLZ6K
6) http://is.gd/e0rZaF

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.


WARNER COMPANY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Warner Company, Inc.
          dba Warner Company Jewelers
              Warner Co.
        770 West Shaw Avenue, Suite 101
        Fresno, CA 93704

Bankruptcy Case No.: 11-60461

Chapter 11 Petition Date: September 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  KLEIN, DENATALE, GOLDNER, ET AL.
                  5260 N. Palm Avenue, #201
                  Fresno, CA 93704
                  Tel: (559) 438-4374

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

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

The Company’s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/caeb11-60461.pdf

The petition was signed by Donald Wolfe, president.


WEB.COM GROUP: Moody's assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned to Web.com Group, Inc. a first
time B1 Corporate Family Rating (CFR) and Probability of Default
Rating, a Ba3 rating to the Company's proposed $650 million first
lien credit facilities, and a B3 rating to its proposed $150
million second-lien term loan. Moody's also assigned to Web.com a
speculative grade liquidity rating of SGL-2. The outlook for the
ratings is stable. The credit facilities are being raised in
conjunction with Web.com's proposed acquisition of Network
Solutions for $405 million in cash and the issuance of up to 18
million shares of Web.com common stock. The acquisition is
expected to close during the fourth quarter of 2011.

RATINGS RATIONALE

The B1 CFR reflects Web.com's high financial leverage and its
highly competitive online services industry. The industry is
characterized by low average revenues per customer, relatively few
barriers to entry, modest pricing power and a fragmented and
evolving market in which a strong competitor (Go Daddy, CFR B1)
has a leading market share. The rating also incorporates the risk
of integrating a large acquisition, although the risk is somewhat
tempered by Web.com's good liquidity and its track record of
completing numerous acquisitions.

The rating is supported by Web.com's good projected free cash flow
generation (about 10% FCF/Debt in 2012), and the ratings agency's
expectation that the Company will prioritize deleveraging and that
the Debt/CFO plus interest expense ratio will decline to less than
5.0x by the end of 2012 from cash flow growth and debt repayment.
Web.com's rating also benefits from good growth prospects for the
online marketing solutions market driven by increasing spending by
SMB customers to establish and optimize their presence on the
Internet.

Pro forma for the acquisition of Network Solutions Web.com will
become the second largest retail domain name registrar and a
leading online services provider to small and medium-sized
businesses (SMB). The Company will increase its installed base of
customers from approximately 900,000 to about 2.9 million
customers. Web.com expects to generate revenue growth in high
single digit rates by increasing penetration of value-added
services to its acquired customer base and has targeted about $30
million in expense savings by 2013, mainly from reduction in
headcount and consolidation of facilities.

Moody's believes that Web.com's enhanced scale resulting from the
acquisition of Network Solutions will improve the Company's
competitive position in its highly fragmented industry. The
planned cost savings from the acquisition should provide the
Company incremental funds to invest in building brand value and
increase sales and marketing spending to drive subscriber growth.
Moody's Analyst Raj Joshi said, "while the Company is likely to
realize targeted cost synergies, achieving higher revenue growth
rates will mainly depend on cross-selling legacy Web.com's web
marketing services to Network Solutions' large customer base which
has on average stayed with the company for about eight years
without buying many add-on services."

The stable outlook reflects Moody's expectations that Web.com's
revenues will grow at mid-single digit percentage rates in 2012,
its subscriber attrition rates will remain stable, and that the
Company will produce free cash flow in excess of $70 million in
2012.

Given the expectations of high leverage persisting in the
intermediate term, the rating is unlikely to be upgraded over this
period. However, upward rating pressure could develop if Web.com
generates robust earnings and cash flow growth, its market share
increases meaningfully, and the Company demonstrates strong
execution and consistent organic revenue growth while maintaining
good liquidity and a moderately levered balance sheet.

Moody's could downgrade Web.com's rating if deleveraging falls
short of expectations as a result of weak business execution,
integration challenges, or erosion in market share. The rating
could be lowered if Web.com's anticipated cash flow generation
does not materialize, or liquidity deteriorates unexpectedly.

Moody's has assigned these ratings:

   Issuer: Web.com Group, Inc

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B1

   -- $50 million Senior secured revolving credit facility due
      2016, Assigned Ba3, LGD3, 40%

   -- $600 million Senior secured term loan due 2018, Assigned
      Ba3, LGD3, 40%

   -- $150 million Senior secured term loan due 2019, Assigned B3,
      LGD6, 91%

Outlook Action

   Outlook: Stable

The principal methodology used in rating Web.com 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 Jacksonville, FL, Web.com provides internet
services and online marketing solutions to small businesses. The
Company reported revenues of $154 million for the LTM 2Q 2010
period. Herndon, VA-based Network Solutions is a provider of
internet domain name registration and other online services with
$266 million in revenues for the LTM 2Q 2011 period.


WEBB DAIRY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Webb Dairy & Farm, Inc.
          dba Rocking W Cheese
        5600 Highway 348
        Olathe, CO 81425-9754

Bankruptcy Case No.: 11-32276

Chapter 11 Petition Date: September 20, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

                         - and –

                  William A. Richey, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: lkraai@weinmanpc.com

Scheduled Assets: $1,412,136

Scheduled Debts: $4,383,259

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

The petition was signed by Charlotte L. Webb, secretary.


WESTCLIFF MEDICAL: Files Plan; Unsecureds to Recover 36%
--------------------------------------------------------
Westcliff Medical Laboratories, Inc., and Biolabs, Inc., submitted
to the U.S. Bankruptcy Court for the Central District of
California a Chapter 11 liquidating plan and a disclosure
statement dated Sept. 14, 2011.

The Debtors seek to accomplish payments to creditors under the
Plan by liquidating all of the remaining assets of their estates,
if any, and distributing the proceeds from the liquidation of
those assets coupled with the remaining net proceeds from the
prior sale of substantially all of the assets of their estates and
collections from outstanding accounts receivable in accordance
with the priorities set forth in the Bankruptcy Code.

For purposes of the Plan, the two Debtors are being treated as one
consolidated legal entity.  As a result, the holder of an allowed
claim of a specific priority and amount against one of the Debtors
will receive the identical treatment under the Plan as the holder
of an allowed claim with the same priority and amount against the
other Debtor.

Class 1 Secured Claims, estimated to total $79,053, will be paid
in full out of the Estate Funds.  Class 2 is the secured claim of
the Debtors' Senior Lenders.  Senior Lenders will continue to
retain their lien and security interest in any of their collateral
still in existence on the Plan Effective Date.  Class 3 non-Tax
Priority Claims will be paid in full in cash.

All Estate Funds remaining after all allowed secured and priority
claims have been funded will be distributed to holders of Class 4
General Unsecured Claims on a pro rata basis until each Class 4
claim holder will get payment equal to 10% of its allowed amount.

Class 5 is the deficiency claim of the Senior Lenders, totaling
$7.6 million.  Remaining Net Estate Funds after Class 4 Claims
have been paid will be distributed to Class 5 Claims.

Class 6 Interests in the Debtors will receive no distribution.

Under a prepared liquidation analysis, the Debtors believe that
all general unsecured creditors will receive more money under the
Plan that they would receive in a Chapter 7 liquidation of the
Debtors because confirmation of the Plan avoids substantial
additional costs association with a Chapter 7 proceeding:

                     Payout Under Plan     Payout Under Chap. 7
                     -----------------     --------------------
    Class 4 Claims          35.8%                 33.5%
    Class 5 Claims          28.8%                 26.1%

A copy of WestCliff Medical's Sept. 14 Disclosure Statement and
accompanying exhibits is available for free at:

         http://bankrupt.com/misc/WESTCLIFF_DSSept14.PDF

The Court is set to conduct a hearing on Oct. 26, 2011, to
consider the adequacy of the Disclosure Statement.

                      About Westcliff Medical

Santa Ana, California-based Westcliff Medical was, prior to the
sale of substantially all of its assets, which closed on June 16,
2010, the operator of approximately 170 branded, stand-alone,
patient service center laboratories and STAT labs.  Westcliff
filed a Chapter 11 petition on May 19, 2010, in Santa Ana,
California (Bankr. C.D. Calif. Case No. 10-16743).  Ron Bender,
Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Brill, LLP, in Los Angeles, Calif., assist the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$61,210,303 in assets and $66,244,135 in liabilities.  Parent
BioLabs Inc. also filed for Chapter 11.  The parent has no assets
aside from owning Westcliff.


YCR WORLDWIDE: Files Form S-1 Registration Statement
----------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement prospectus covering
resales from time to time by selling securityholders of:

    (i) up to $21,496,026 principal amount of the Company's Series
        A Notes held by certain selling securityholders and shares
        of the Company's common stock issuable upon conversion of
        the Series A Notes held by certain securityholders, plus
        such additional indeterminate number of shares of common
        stock as may be required for issuance in respect of the
        Series A Notes as a result of anti-dilution provisions
        thereof or any liquidation preference associated
        therewith;

   (ii) up to $19,213,217 principal amount of the Company's Series
        B Notes held by certain selling securityholders and shares
        of the Company's common stock issuable upon conversion of
        the Series B Notes held by certain securityholders, plus
        such additional indeterminate number of shares of common
        stock as may be required for issuance in respect of the
        Series B Notes as a result of anti-dilution provisions
        thereof or any liquidation preference associated
        therewith; and

  (iii) up to 161,339,531 shares of the Company's common stock
        held by certain selling securityholders.

The Company's common stock is currently listed on the NASDAQ
Global Select Market under the symbol "YRCW"; however, the
Company's common stock is currently subject to delisting from the
NASDAQ Global Select Market.  There is no market for the Series A
Notes or the Series B Notes on the NASDAQ Global Select Market or
any national or regional securities exchange.

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

                        http://is.gd/9PmVAt

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* GOP Seeks House Votes on Small-Business Bills by Year's End
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that House Republicans plan to
quickly move forward with a series of bills aimed at increasing
small businesses' access to capital, with the goal of passing
legislation through the chamber by year's end.


* Uncertainty Stalls Commercial Real-Estate Industry's Recovery
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that jittery investors, wary
banks, the struggling economy and turbulent financial markets are
stalling a two-year rebound in the U.S. commercial real-estate
industry.


* BOND PRICING -- For Week From Sept. 19 to 23, 2011
----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
ACARS-GM             8.10  6/15/2024      1.00
AHERN RENTALS        9.25  8/15/2013     30.00
AMBAC INC            5.95  12/5/2035     11.50
AMBAC INC            6.15   2/7/2087      0.75
AMBAC INC            7.50   5/1/2023     10.00
AMBAC INC            9.38   8/1/2011     10.00
AMBAC INC            9.50  2/15/2021     15.00
AMERICAN ORIENT      5.00  7/15/2015     52.79
BANK NEW ENGLAND     8.75   4/1/1999     14.00
BANK NEW ENGLAND     9.88  9/15/1999     14.00
BANKUNITED FINL      3.13   3/1/2034      7.10
BLOCKBUSTER INC     11.75  10/1/2014      2.13
CAPMARK FINL GRP     5.88  5/10/2012     53.25
CHENIERE ENERGY      2.25   8/1/2012     74.50
CHENIERE ENERGY      2.25   8/1/2012     73.71
CIRCUS & ELDORAD    10.13   3/1/2012     80.00
CIT-CALL10/11        7.00   5/1/2014    102.00
DIRECTBUY HLDG      12.00   2/1/2017     35.63
DIRECTBUY HLDG      12.00   2/1/2017     31.88
DUNE ENERGY INC     10.50   6/1/2012     54.16
DYNEGY HLDGS INC     8.75  2/15/2012     89.25
ECHOSTAR DBS         6.38  10/1/2011     99.75
EDDIE BAUER HLDG     5.25   4/1/2014      7.00
ENERGY CONVERS       3.00  6/15/2013     45.55
EOP OPERATING LP     5.00 10/15/2011     98.25
EVERGREEN SOLAR      4.00  7/15/2013      3.13
EVERGREEN SOLAR      4.00  7/15/2020     13.00
EVERGREEN SOLAR     13.00  4/15/2015     59.75
FIRST DATA CORP      5.63  11/1/2011    100.50
GLB AVTN HLDG IN    14.00  8/15/2013     85.00
GLOBALSTAR INC       5.75   4/1/2028     59.75
GREAT ATLA & PAC     6.75 12/15/2012     19.78
HAWKER BEECHCRAF     8.50   4/1/2015     41.25
HAWKER BEECHCRAF     9.75   4/1/2017     40.00
HORIZON LINES        4.25  8/15/2012     69.00
ITRON-CALL09/11      2.50   8/1/2026     99.88
K HOVNANIAN ENTR     6.25  1/15/2015     60.00
KELLWOOD CO          7.63 10/15/2017     28.00
KOHL'S CORP          7.38 10/15/2011    100.45
LEHMAN BROS HLDG     3.00 10/28/2012     25.13
LEHMAN BROS HLDG     4.70   3/6/2013     23.00
LEHMAN BROS HLDG     4.80  2/27/2013     23.13
LEHMAN BROS HLDG     4.80  3/13/2014     23.75
LEHMAN BROS HLDG     5.00  1/22/2013     23.13
LEHMAN BROS HLDG     5.00  2/11/2013     23.00
LEHMAN BROS HLDG     5.00  3/27/2013     21.50
LEHMAN BROS HLDG     5.00   8/3/2014     23.13
LEHMAN BROS HLDG     5.00   8/5/2015     23.38
LEHMAN BROS HLDG     5.10  1/28/2013     22.50
LEHMAN BROS HLDG     5.15   2/4/2015     23.13
LEHMAN BROS HLDG     5.25   2/6/2012     22.50
LEHMAN BROS HLDG     5.25  1/30/2014     23.13
LEHMAN BROS HLDG     5.25  2/11/2015     23.38
LEHMAN BROS HLDG     5.50   4/4/2016     23.00
LEHMAN BROS HLDG     5.55  2/11/2018     22.00
LEHMAN BROS HLDG     5.63  1/24/2013     24.50
LEHMAN BROS HLDG     5.75  5/17/2013     22.30
LEHMAN BROS HLDG     5.88 11/15/2017     23.38
LEHMAN BROS HLDG     6.00  7/19/2012     24.00
LEHMAN BROS HLDG     6.20  9/26/2014     23.88
LEHMAN BROS HLDG     6.88   5/2/2018     24.50
LEHMAN BROS HLDG     7.00  6/26/2015     23.50
LEHMAN BROS HLDG     7.00 12/18/2015     25.63
LEHMAN BROS HLDG     7.00  4/16/2019     23.00
LEHMAN BROS HLDG     8.05  1/15/2019     22.00
LEHMAN BROS HLDG     8.50   8/1/2015     23.50
LEHMAN BROS HLDG     8.80   3/1/2015     23.00
LEHMAN BROS HLDG     9.00   3/7/2023     19.78
LEHMAN BROS HLDG     9.50 12/28/2022     22.42
LEHMAN BROS HLDG     9.50  1/30/2023     22.63
LEHMAN BROS HLDG     9.50  2/27/2023     22.20
LEHMAN BROS HLDG    10.00  3/13/2023     23.38
LEHMAN BROS HLDG    10.38  5/24/2024     21.50
LEHMAN BROS HLDG    11.00  6/22/2022     23.38
LEHMAN BROS HLDG    11.00  7/18/2022     20.00
LEHMAN BROS HLDG    11.00  3/17/2028     25.50
LEHMAN BROS HLDG    11.50  9/26/2022     23.38
LEHMAN BROS HLDG    18.00  7/14/2023     25.75
LEHMAN BROS INC      7.50   8/1/2026     15.00
LIFEPT VILGE         8.50  3/19/2013     49.50
LOCAL INSIGHT       11.00  12/1/2017      2.25
MAJESTIC STAR        9.75  1/15/2011      5.00
MOHEGAN TRIBAL       7.13  8/15/2014     52.50
MOHEGAN TRIBAL       8.00   4/1/2012     61.20
NBC ACQ CORP        11.00  3/15/2013      1.00
NEBRASKA BOOK CO     8.63  3/15/2012     51.00
NEBRASKA BOOK CO    10.00  12/1/2011     91.00
PENSON WORLDWIDE     8.00   6/1/2014     51.19
PMI CAPITAL I        8.31   2/1/2027      9.00
RASER TECH INC       8.00   4/1/2013      2.25
REAL MEX RESTAUR    14.00   1/1/2013     82.50
RESTAURANT CO       10.00  10/1/2013     15.00
RIVER ROCK ENT       9.75  11/1/2011     75.25
TEXAS COMP/TCEH     10.25  11/1/2015     41.63
TEXAS COMP/TCEH     10.25  11/1/2015     38.60
THORNBURG MTG        8.00  5/15/2013      9.00
TIMES MIRROR CO      7.25   3/1/2013     39.14
TOUSA INC            9.00   7/1/2010     19.50
TRAILER BRIDGE       9.25 11/15/2011     90.51
TRAVELPORT LLC      11.88   9/1/2016     41.00
TRICO MARINE         3.00  1/15/2027      4.00
TRICO MARINE SER     8.13   2/1/2013      4.00
VIRGIN RIVER CAS     9.00  1/15/2012     51.00
WASH MUT BANK FA     5.13  1/15/2015      0.25
WCI COMMUNITIES      4.00   8/5/2023      1.57
WILLIAM LYON INC     7.50  2/15/2014     27.54
WILLIAM LYON INC    10.75   4/1/2013     30.00
WILLIAM LYONS        7.63 12/15/2012     26.00
WINDERMERE BAPT      7.70  5/15/2012     18.00
WORLD ACCEPTANCE     3.00  10/1/2011     97.96
WORLD ACCEPTANCE     3.00  10/1/2011    102.27



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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.

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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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