SC 13D/A

SCHEDULE 13D/A of SCHEDULE 13D filed on September 15, 2011,
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934

COSI, INC.
(Name of Issuer)


COMMON STOCK
(Title of Class of Securities)

22122P101
(CUSIP Number)

Bradley D. Blum
Sole Member of
BLUM Growth Fund, LLC
250 Park Avenue South, Suite 510
Winter Park, FL 32789-4388
407 622 5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 12, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f)or
240.13d-1(g), check the following box. [ ]

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject
to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
BLUM GROWTH FUND, LLC

2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)[ ]
(b)[ ]
Not applicable.

3.
SEC USE ONLY

4.
Source of Funds (See Instructions)
PF

5.
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
Not applicable.

6.
Citizenship or Place of Organization
State of Florida

Number of Shares
Beneficially Owned
By Each Reporting Person.
 7. Sole Voting Power 3,500,000
 8. Shared Voting Power -0-
 9. Sole Dispositive Power 3,500,000
10. Shared Dispositive Power - 0 -

11.
Aggregate Amount Beneficially Owned by Each Reporting Person.
3,500,000

12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares.
(See Instructions)[ ] N/A

13.
Percent of Class Represented by Amount in Row (11)
6.75%

14.
Type of Reporting Person
00 - LLC
October 12, 2011
(Date of Event Which Requires Filing of this Amendment)
This Amendment No. 1 ("Amendment No. 1") amends the Statement on
Schedule 13D filed on September 15, 2011 with respect to the common
stock (the "Common Stock"), of Cosi, Inc., a Delaware corporation
(the "Issuer"). The purpose of this Amendment No. 1 is to amend and
supplement the information contained in Items 4 and 7
with Exhibit 1.

Item 4. Purpose of Transaction.

BLUM Growth Fund, LLC percent is 6.75%.  Shares were purchased over several
months, and it was only recently that the beneficial ownership was 5% or more
of the Issuer. The purpose in purchasing additional shares, that subsequently
increased ownership (to 5% or more), was to reduce the average share price of
this investment.
4(d) As of September 6, 2011, BLUM Growth Fund, LLC is now an active investor.
The recent resignation of the CEO created a material change to the management
of the issuer. BLUM Growth Fund, LLC is now active in attempting to influence
the future of this company, including proposals to change 1) the number or
term of directors or fill any existing vacancies on the board; and 2)to
change senior management.
(Amended on October 12, 2011 to include Exhibit 1 - The Solution for Cosi,
Inc.)


Item 7. Materials to be Filed as Exhibits. (Amended on October 12, 2011
to include Exhibit 1 - The Solution for Cosi, Inc.)


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.

Date:  October 12, 2011

BLUM Growth Fund, LLC
Signed by: Bradley D. BLUM
Name: Bradley D. BLUM
Title: Sole Member of LLC

EX-1

October 12, 2011

The Solution for Cosi, Inc.
Building a Billion Dollar Brand

BE PROFITABLE NOW

"The number one rule in investing is never lose money.  The number two
rule is never forget rule number one." - _Warren Buffett


Overview

I have spent a considerable amount of time visiting restaurants, talking
to franchisees and shareholders and it is clear that the company is at
a critical stage and vulnerable to further contraction if swift action
is not taken immediately. It is my intention to utilize the best talent
available and implement a fully integrated plan to resurrect the
company.  Smart and innovative action is required immediately to protect
the investments of all shareholders and secure job security for all
employees. I'm confident that my plan is the right one to instill
confidence for all stakeholders, and create significant shareholder
value.


Current Situation

* Over the past five years, Cosi's share price has declined by as much
as 95%, having declined from the peak of $11.21 in March 2006,
reaching a low of 56 cents on September 12, 2011.  The stock has
declined by approximately 50 percent this year.
* NASDAQ has issued a warning of potential delisting if performance
does not significantly improve.  To avoid such delisting, the stock
price would need to increase back to above $1.00 and remain above $1.00
consistently.  The company's market cap needs to stay above $50 million
to assure the company remains compliant.
* Over the past five years the company has produced a cumulative loss
of $57.4 million and has lost $6.6 million in the last 12 months.
* Under the tenure of the previous CEO, Jim Hyatt, the company has made
some progress in right sizing profitability, but there is much more to
do and the company is in desperate need of additional capital to make
further progress.
* Though the company achieved positive quarterly same-restaurant sales
growth from second quarter of 2010 through first quarter of 2011,
that growth has been grinding to a halt.  Cosi competes in the
highest-growth restaurant segment in the industry alongside Chipotle,
Panera and others that are enjoying strong comparable sales growth.
There is no reason why Cosi's top-line profile should not be
considerably better than where it is today.
* The company is in need of a seasoned restaurant executive with
public company experience to deliver an effective turnaround plan.
The current Interim CEO, Mark Demilio has no previous restaurant
experience and/or restaurant turnaround experience.
* The Board of Directors has enlisted the services of an executive
search firm to identify and review a variety of potential CEO
candidates to replace Mr. Hyatt.  At present, the length and cost
of this process is to be  determined.  Under my plan, the expense
and effort associated with this endeavor can be forgone.
* The clock is ticking and it has been thirty-eight (38) days since
a proposal was submitted to the Cosi Board of Directors outlining
a plan for immediate action to address this serious situation. That
proposal was declined yet, despite the obvious urgency of the
company's situation, the Board has not implemented an alternative
plan in the interim.

As a significant shareholder of Cosi and veteran restaurant industry
executive, my intentions are aimed squarely at benefitting the
shareholders of the company. The plan of action presented below is
comprehensive, clear, and offers a compelling solution that would see
Cosi regain sound financial footing based on near-term profitability
for the company.  Following extensive due diligence, taking into
account the Board's feedback, and consulting with several of the
company's franchisees and investors, I have further developed the
initial plan submitted to the Board of Directors on September 5th,
2011.


The Solution for Cosi, Inc. - Building a Billion Dollar Company

The most important pillar of my vision for Cosi is the formation of a
closely aligned and well-functioning team of qualified, talented,
experienced and motivated personnel who would work well together to
execute on the following business philosophy: superior financial
results come from inspired principled leadership; a clear compelling
vision; a consumer-driven culture; innovation; measurable operational
excellence; distinctive brand consistency; appropriate cost controls;
and realistic funding and timing expectations from owners.

The overarching objective is to drive the Cosi brand to its rightful
placeAs a key player in the most dynamic segment of the restaurant
industry: Fast Casual.  Clearly, the successful attainment of this
status would drive shareholder value.

Over the longer term, as I envision it, the plan will be rolled out
in three phases: the immediate term, intermediate term and the
long-term.

Immediate-Term Needs (next 30 days)

* Appoint a new CEO and Board that demonstrates a turnaround in
confidence for the company through results from new strong, proven
leadership.
* Reassure employees and franchisees that the company is strong and
communicate a vision of the future.

Intermediate-Term Needs (next 3 months):

* Establish a solid and credible financial foundation required to
ensure consistent quarterly profit growth.
* Identify potential cuts from the cost structure and improve
operational efficiency in order to clear a path to consistent
profitability.  This would include dilutive company-owned restaurants
and sub-optimal lease terms etc.
* Cultivate a new company culture defined by a maniacal
results-oriented focus embodied by all tiers of the company structure.
Employees will be accountable to the highest standards of performance
within a respectful working environment.
* Attract new capital to ensure long-term growth and profitability.
* Re-shape the company's ownership structure of the current restaurant
base.

 Long-Term needs (next 3-5 years):
* Look to develop a new company real estate strategy for penetrating
existing and new markets.
* Attract potential new franchisees to open up new markets for
development.
* Begin to explore international opportunities.

CRITICAL DETAILS OF THE BLUM GROWTH FUND PLAN

Financial Capital Infusion Required to Execute the New Plan

The critical element of the plan is to have the company's capital
needs already in place on the day Mr. Blum is appointed CEO.  The
BLUM Growth Fund is ready to provide a minimum of $10 million of
additional capital through outside investors who have already expressed
a strong interest in investing in Cosi provided this plan is adopted
and Mr. Blum becomes the company's next Chairman & CEO.

The $10 million of cash would serve as a "backstop" for another rights
offering for current Cosi shareholders.  It is imperative that this new
capital be spent wisely.  There must be assurance of a strong
return-on-investment, unlike when the previous capital raised through a
rights offering was allocated unwisely.  This new capital, coupled with new
proven leadership and the execution of a new solution, will set up the
company for continued progress and long-term success.  Each project must
meet certain return hurdles set by the CEO and the Board of Directors


A recommendation of how the capital will be invested:

1. Identify and close under-performing company-owned restaurants that
are losing money, due to poor sites, poor leases and are contributing
significantly to quarterly losses.
2. Provide necessary funds and training to ensure the quality and
certification of each restaurant General Manager to increase
individual restaurant guest satisfaction, sales and profitability
through improved on-the-ground leadership.
3. Implement repair and maintenance as needed to bring buildings up to
code, ensure their safety, and portray a professional image so that
the restaurants do not appear run-down and neglected, which currently
reflects poorly on the brand.
4. Consider buying back certain franchised restaurants provided they
are good sites, achieve reasonable profitability, have room to improve
operationally, and are available to be purchased at the right price.
The plan would mandate a prudent approach in buying back restaurants
only at opportunistic prices that offer management the chance to
improve restaurant performance significantly.

Clearly, the raising and allocating of capital will require active
discussion with the Board and key company employees to determine the
correct process to maximize return on invested capital.  This strategy
is designed to help the company clarify the brand position, confirm the
financial business model across the system, and prove a remodel package
through passing difficult consumer expectations and financial
performance hurdles.  In this way, Cosi can achieve the required return
on invested capital over the long-term.

The fourth initiative would require close study, active consultation with
various parties, thoughtful and respectful negotiations, and assurance of
several fairness evaluations to coordinate each element of the plan into
a cohesive whole.

The above restructuring would result in immediate profitability and allow
Cosi to begin taking advantage of a $190 million tax loss carry forward and
create shareholder value (a recurring theme of the Blum Growth Fund's
plan!).

Once this has all been accomplished and the brand/company is experiencing
strong momentum in the marketplace, then a well-thought-out franchising
strategy would be evaluated and pursued.  A well-executed franchising
strategy in the future along with the opening of company-owned
restaurants would profitably expand the number of Cosi restaurants and
drive shareholder value.


The Right Human Capital Will Be Essential For Cosi's Success

Numbers don't lie, people do.  Two weeks ago, when the street was given
information BLUM Growth Fund was getting involved, the stock price jumped
more than 20 percent. The investing community was given hope that new
leadership with a compelling solution could soon become a reality for
Cosi. The stock price went back down again after the media reported
further information from the company's current management indicating an
initial rejection of this opportunity for Cosi.  The marketplace is looking
for a new direction for the brand.  The Board has rejected BLUM Growth Fund's
initial proposal of September 5th, yet fails to propose any alternative.

While Mr. Blum has invested almost $4 million in Cosi, with 3.5 million
shares or just below 7% of the company, the current Board owns a small
percentage of stock compared to Mr. Blum, highlighting a lack of confidence
in its own ability to successfully lead Cosi.

A freshening of the Board of Directors as well as the appointment of a new
Chairman & CEO with meaningful restaurant leadership experience is a
credible, time-sensitive solution to avert serious future problems and
resolve this crisis.

Strong leadership can provide solutions by aligning the entire organization
behind a clear action plan and by effectively communicating achievement of
key milestones to all stakeholders, whether inside or outside the company,
the most important of whom being shareholders.

If the stock is delisted from NASDAQ, even if additional capital were to
be provided; with no other meaningful changes to the company, it would only
delay the inevitable. New leadership, a new strategy, meaningful innovation,
and better execution throughout the entire company are the only ways the
remaining Cosi shareholders would not lose their money.

Below are the specific recommendations for human capital at Cosi:

1. Refresh the Board of Directors. Establish a strongly engaged working Board
that is aligned, has diverse and essential skill sets, is results oriented,
and highly effective in CREATING SHAREHOLDER VALUE.

a) Three (3) outside current Directors would remain on the Board to
provide historical perspective, add value, and aid in the transition to
new leadership.
b) The other two (2) remaining outside current Directors would
transition off the Board when the new Chairman & CEO took office,
which would be within the next several weeks.  While resigning their
official duties as Board Directors, they would form an "advisor policy
committee" with continued ability to provide institutional knowledge
for the good of Cosi and express their points of view to the new
Board of Directors.
c) Four (4) new Directors would be added to the Board on an interim
basis.  Three (3) would be outside Directors who are highly qualified,
experienced, engaged and results-driven leaders.  They would replace the
two (2) current Directors who resign as part of the transition.
The other incoming Board Director would be the new Chairman & CEO,
Brad Blum, and the sole inside Director.  He would replace the Board
seat vacated by former CEO Jim Hyatt.  Each of these Board Directors
would serve on an interim basis and be officially voted on at the next
shareholders. The names of the three new outside Board
Director candidates and their backgrounds will be provided in a
separate communication.

2. Brad Blum would serve as the new Chairman & CEO.
A. Many of the reasons are provided above.  The most compelling
reason is his past proven successes leading a variety of restaurant
companies as chief executive through very difficult turnaround
situations, leading large and multi-disciplined teams. Mr. Blum achieved
significant increases in profitability and shareholder
value, while establishing a new company vision that provided
relevance and greatly improved results for all stakeholders.
B. To serve as President & COO, Mr. Blum has identified several
outstanding candidates from outside the company with impeccable
credentials and major past successes who could fill this essential
role. Mr. Blum would also consider various candidates from within the
current Cosi family possessing the right qualifications.

3. Refocus executive search efforts to identify a top flight Chief
Financial Officer (CFO), with several strong and viable candidates
already identified by Mr. Blum to be placed in the mix.  This is a most
critical position on the Executive Leadership Team.  It is important
that this leader be a seasoned financial restaurant executive who has
excellent strategic abilities and impeccable financial skills, along
with the credibility to work well with all stakeholders, both inside
the company and outside the company.

4. Begin to review other key positions in the company to ensure there
are the right people on the bus, and in the right seat, as Jim Collins
says in his book, Good to Great.

5. As performance improves, ensure a built-in succession plan to run
this company in a protected and professional manner. We would consider
adding other top executives in the future as it becomes necessary to
strengthen and deepen the bench.

Regarding the Board in particular, there has been continued indication
that the current Directors are concerned about legal liability if they
were to resign. We continue to be given expert legal counsel that this
is not a real concern.

To end this unnecessary speculation once and for all, and to stop
payments being made to legal firms on both sides, it is suggested that
the Board of Directors exert their decision-making power.  The Board can
redirect its efforts by implementing a solution that shareholders will
endorse and security analysts will applaud.  At that point in time,
everyone can get aligned behind one vision and focused on spending all
their time and available money on greatly improving the business and
CREATE SHAREHOLDER VALUE.


Compensation

This is an important subject in light of the current crisis, following
the chronic mismanagement and underperformance of shareholder investments.
The new compensation strategy for top leaders -- including the Board of
Directors and Chairman & CEO -- would be "pay for performance" rather
than "guaranteed salaries and compensation".  This is appropriate based
on shareholder confidence being so shaken and the current stock price being
so low.

We do not believe in guaranteed salaries and compensation for a Board and
its CEO when the company is in a crisis such as today, and recognizing
that the company has never achieved a quarterly profit. Instead, the Board
and its CEO should get compensated ONLY IF the shareholders receive a
significant increase in the value of their stock holdings.

In the first year after the new Chairman & CEO takes office, each Board
Director would be paid $1 and the Chairman & CEO would be paid $1.
Having key leaders working for a dollar would send a message:

* Through the entire organization for each person to scrutinize EVERY
penny spent to ensure that it is necessary, and if spent, that it
will benefit the guest and have a good return-on-investment [Quality
Up. Cost Down.]
* For vendors to look to the long term as an on-going partner of Cosi
with the hope of a great future result by working together rather
than depleting the company's limited cash position at the beginning
of this turnaround [Quality Up. Cost Down.]
* A key form of compensation would be non-qualified stock options that
would provide value ONLY IF shareholder value increases.
* Each new Board Director would have the opportunity, and be asked,
to buy shares of stock that would be part of the rights offering to
shareholders.
* A program to grant stock options to qualified and certified
restaurant General Managers would be explored to further increase
performance and have each general manager run their restaurant as
if they owned it.
* In addition, a proprietorship opportunity will be evaluated
where each qualified and certified restaurant General Manager
could invest a set amount, for instance $25,000, to gain further
ownership in the company or a percentage of his or her restaurant's
profits over a minimum required annual performance level.
* All of the above actions are intended to move Cosi into being a
results-oriented company focused on building a strong brand,
delighting each of its diverse guests and making a lot of
money for the company and its shareholders.
* The message is "CREATE SHAREHOLDER VALUE".  The leaders get
compensated ONLY IF shareholders benefit.  Otherwise, they get $1.


Restaurant Support Center

There is a need and opportunity to greatly increase the effectiveness of
Cosi corporate headquarters and its staff, creating a true Restaurant
Support Center that will further reduce expenses and provide needed support
for the brand.

It is imperative that much better innovation and better service be provided
to company-owned restaurants as well as to the remaining franchisees.

The near-term and long-term benefits of having a lean, innovative,
service oriented, effective and talented group of people at the
Restaurant Support Center at a much lower cost than today can
generate many millions of dollars and save millions over time to
further CREATE SHAREHOLDER VALUE.

To begin with, the company needs better cost controls; better operations;
and better sharing of best practices.  This could move the company forward.
However, it needs much more than that.

It also needs a clear vision; much better and more inspired brand/food
innovation; a simplified menu board that is easier to follow.  The menu
must be thoroughly reviewed and analyzed to ensure that all items are
profitable and that the pricing architecture/structure is optimized.

It needs top certified and qualified restaurant General Managers; better
thinking to ensure optimum operations flow and use of equipment; better
training to set employees up for success.

Once this is achieved, it needs an inspired and authentic
design/environment; an appropriate brand remodel with proven strong
returns-on-investment [the first few remodels are not optimum and a
$20,000 electronic menu is unnecessary].

There are many other opportunities to be explored by a seasoned, proven,
broad-based restaurant CEO.  A professional Restaurant Support Center
will help support and ensure the high performance of Cosi restaurants.


Brand Innovation and Food Innovation

Excellent restaurant companies are centered on the food and the people.
Brand innovation and food innovation will be an essential part of the
recipe for success.

Mr. Blum can bring innovation by leading the development of food that is
exceptionally flavorful, pleasurable to eat, tastes great... remarkably
good for you with nutritional responsibility, you feel good after you
eat it, good to the environment... and affordable for guests to purchase
on an everyday basis, with an appropriate COGS (cost of goods sold) to
ensure excellent profitability.  This may seem ideal, but he is confident
this can be done with the right people in place.

Whatever plan is adopted, the most important thing for Cosi will be
choosing the right people... the right leaders... to make everything fit
together cohesively for the brand.  The business and financial results
will be measured
as "cold, hard facts".  The results will not lie.  There will be no doubt
in anyone's mind as to whether or not these results have been achieved.
That's the final scorecard. Determining whether or not Cosi's leadership
CREATED SHAREHOLDER VALUE!


Summary

In summary, we have spent a considerable amount of time analyzing Cosi
and believe we have the most comprehensive, low cost solution to CREATE
SIGNIFICANT SHAREHOLDER VALUE for Cosi.  We are focused on building a
great company, achieving profitability immediately, and begin to benefit
from a $190 million tax loss carry forward.  I am proud to have my name
associated with the Cosi brand and look forward to the challenge of
building a great company with dedicated and qualified people who can
achieve both short-term and long-term results.  Done right, Cosi has the
potential to become a revered brand and a strong, successful, profitable,
billion-dollar company.

This solution is submitted on October 12, 2011.  We respectfully request a
face-to-face meeting with the Board of Directors to discuss this solution
further aimed at GREATLY INCREASING SHAREHOLDER VALUE.


Sincerely,



BLUM Growth Fund, LLC





"Never flinch, be weary, or despair."

- _Winston Churchill