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

           Saturday, October 6, 2012, Vol. 16, No. 278

                            Headlines

AMERICAN WEST: Ends August With $1.57 Million in Cash
AMR CORP: Ends August 31 With $450 Million in Cash
ATP OIL: Ends Aug. 31 With $45.37 Million in Cash
DYNEGY HOLDINGS: Ends July 31 With $63.59 Million in Cash
DYNEGY INC: Ends July 31 With $29.91 Million in Cash

EASTMAN KODAK: Ends August 31 With $345.80 Million in Cash
FIRSTFED FINANCIAL: Ends August With $1.76 Million in Cash
K-V PHARMACEUTICAL: Ends August With $38.64 Million in Cash
PATRIOT COAL: Reported $29.8 Million Net Loss in August
PEMCO WORLD: Ends August 31 With $-325 in Cash

PINNACLE AIRLINES: Ends August With $36.04 Million in Cash
PURE BEAUTY: Has $29.27-Mil Stockholders' Deficit as of Aug. 31
UNITED RETAIL: Ends Aug. 25 With $1 Million in Cash
VALENCE TECHNOLOGY: Ends August With $830,972 in Cash





                            *********



AMERICAN WEST: Ends August With $1.57 Million in Cash
-----------------------------------------------------
American West Development, Inc., on Sept. 19, 2012, filed its
monthly operating report for the month ended Aug. 31, 2012.

The Debtor posted a net loss of $155,271 on total revenues of
$1.79 million for the month ended Aug. 31, 2012.

As of Aug. 31, 2012, the Debtor had total assets of
$60.40 million, total liabilities of $198.26 million and total
stockholders' deficit of $137.86 million.

At the beginning of the month, American West had $982,797 in cash.
American West had total cash receipts of $6.53 million and total
cash disbursements of $5.93 million.  As a result, at the end of
August, the Debtor had total cash of $1.57 million.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMR CORP: Ends August 31 With $450 Million in Cash
--------------------------------------------------
AMR Corporation, on Sept. 27, 2012, filed its monthly operating
report for the month ended Aug. 31, 2012.

AMR Corp. reported a net income of $82 million on total operating
revenues of $2.19 billion for the month ended Aug. 31, 2012.

As of Aug. 31 2012, the Company had total assets of $24.07
billion, total liabilities of $32.84 billion and total
stockholders' deficit of $8.76 billion.

At the beginning of August, the Company had $444 million in cash.
AMR Corporation had total cash disbursements of $2.86 billion.  As
of Aug. 31, 2012, the Company had total cash of $450 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/VOMSHk

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ATP OIL: Ends Aug. 31 With $45.37 Million in Cash
-------------------------------------------------
ATP Oil & Gas Corporation, on Sept. 26, 2012, filed its monthly
operating report for the period from Aug. 17 to 31, 2012.

The Company posted a net loss of $33.40 million on revenues of
$17.96 million for the period ended Aug. 31, 2012.

As of Aug. 31, 2012, the Company had total assets of
$3.04 billion, total liabilities of $3.08 billion and total
stockholders' deficit of $34.52 million.

At the beginning of the period, ATP Oil had $4.35 million in cash.
The Company had total cash receipts of $427.34 million and total
cash disbursements of $386.32 million.  As a result, at the end of
August, ATP Oil had total cash of $45.37 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/8yxkXB

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

ATP reported a net loss of $145.1 million in the first quarter
on revenue of $146.6 million. Income from operations in the
quarter was $11.8 million.  For 2011, the net loss was
$210.5 million on revenue of $687.2 million.

An official committee of unsecured creditors has been appointed in
the case.


DYNEGY HOLDINGS: Ends July 31 With $63.59 Million in Cash
---------------------------------------------------------
Dynegy Holdings, LLC, on Sept. 25, 2012, filed its monthly
operating report for the month ended July 31, 2012.

The Debtor posted a net loss of $75.60 million for the month ended
July 31, 2012.

As of July 31, 2012, Dynegy Holdings had total assets of
$4.41 billion, total liabilities of $5.60 billion and total
stockholders' deficit of $1.18 billion.

At the beginning of the month, Dynegy Holdings had $52.81 million
in cash.  The Debtor had total cash receipts of $30.96 million and
total cash disbursements of $20.18 million.  As a result, as of
July 31, 2012, the Debtor had total cash of $63.59 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/JTqpbL

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.


DYNEGY INC: Ends July 31 With $29.91 Million in Cash
----------------------------------------------------
Dynegy Inc., on Sept. 25, 2012, filed its monthly operating report
for the period between July 7 and 31, 2012.

The Company reported a net loss of $4.33 million for period ended
July 31, 2012.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.

As of July 7, 2012, Dynegy Inc. had $29.35 million in cash.  The
Company had total cash receipts of $8.04 million and total cash
disbursements of $7.48 million.  As a result, at the end of the
period, Dynegy Inc. had total cash of $29.91 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/jtFEjl

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.


EASTMAN KODAK: Ends August 31 With $345.80 Million in Cash
----------------------------------------------------------
Eastman Kodak Company, on Sept. 28, 2012, filed its monthly
operating report for the month ended Aug. 31, 2012.

The Debtor posted a net loss of $79.26 million on revenues of
$168.42 million for the month ended Aug. 31, 2012.

As of Aug. 31, 2012, the Debtor had total assets of $3.81 billion,
total liabilities of $5.27 billion and total stockholders' deficit
of $1.46 billion.

The Debtor had total cash receipts of $147.47 million and total
cash disbursements of $221.37 million.  As of August 31, 2012,
Eastman Kodak had total cash of $345.80 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/6141Jg

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


FIRSTFED FINANCIAL: Ends August With $1.76 Million in Cash
----------------------------------------------------------
FirstFed Financial Corp., on Sept. 24, 2012, filed its monthly
operating report for the month ended Aug. 31, 2012.

The Debtor reported a net loss of $166,357 for the month ended
Aug. 31, 2012.

As of Aug. 31, 2012, the Debtor had total assets of $1.95 million,
total liabilities of $159.62 million and total stockholders'
deficit of $157.67 million.

At the beginning of August, FirstFed Financial had $1.94 million
in cash.  The Debtor had total cash disbursements of $180,721.  As
of Aug. 31, 2012, the Debtor had total cash of $1.76 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/p0EV6W

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in
January 2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


K-V PHARMACEUTICAL: Ends August With $38.64 Million in Cash
-----------------------------------------------------------
K-V Discovery Solutions, Inc., et al., on Sept. 26, 2012, filed
its monthly operating report for the period from Aug. 4 to
Aug. 31, 2012.

K-V Discovery Solutions reported a net loss from continuing
operations of $7.51 million on net revenues of $4.19 million for
the period ended Aug. 31, 2012.

As of Aug. 31, 2012, the Company had total assets of
$196.65 million, total liabilities of $698.35 million and total
stockholders' deficit of $501.40 million.

The Company had total cash receipts of $5.18 million and total
cash disbursements of $6.65 million.  As a result, the Company
ended Aug. 31 with $38.64 million in cash.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/9Pg3t1

                     About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


PATRIOT COAL: Reported $29.8 Million Net Loss in August
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. reported a $29.8 million net loss
in August as it awaits a ruling on whether its bankruptcy case
will remain in New York or be moved to suit the wishes of
thousands of workers.

According to the report, the St. Louis-based coal producer filed
an operating report with the U.S. Bankruptcy Court in Manhattan
showing revenue of $168.9 million in August.  The operating loss
in the month was $19.3 million.  Contributing to the net loss was
$4.2 million in interest expense and $6.9 million in
"reorganization items."

Patriot is waiting for U.S. Bankruptcy Judge Shelley C. Chapman to
decide if the bankruptcy will stay in Manhattan or be moved to
West Virginia, where eight of 12 mines are located, or to St.
Louis, site of the head office.  Judge Chapman held two days of
hearing earlier this month on the question of whether the case
belongs somewhere else.  Judge Chapman said she will rule later.

The report relates that a retired truck driver at a Patriot mine
wrote Judge Chapman a letter noting that the judge had said she
was skeptical of reports there "were thousands marching in the
streets of Charleston, calling for this case to be moved here.

The report notes that the retiree sent Judge Chapman copies of
news articles and pictures "that prove there were thousands of
us."

Patriot's $200 million in 3.25 percent senior convertible notes
due 2013 traded on Sept. 21 for 13 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The $250 million in 8.25 percent
senior unsecured notes due in 2018 traded Sept. 25 for 50 cents on
the dollar.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEMCO WORLD: Ends August 31 With $-325 in Cash
----------------------------------------------
Sun Aviation Services, LLC, an affiliate of Pemco World Air
Services, on Sept. 14, 2012, filed its monthly operating report
for the month ended August 31, 2012.

Sun Aviation posted a net loss of $325 for the month ended
Aug. 31, 2012.

The Debtor had total cash disbursements of $325.  At the end of
the month, the Debtor had total cash of -$325.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PINNACLE AIRLINES: Ends August With $36.04 Million in Cash
----------------------------------------------------------
Pinnacle Airlines Corp. et al., on Sept. 26, 2012, filed its
monthly operating report for the month ended Aug. 31, 2012.

The Company posted a net loss of $5.79 million on total operating
revenues of $71.65 million for the month ended Aug. 31, 2012.

As of Aug. 31, 2012, the Company had total assets of
$890.11 million, total liabilities of $913.29 million and total
stockholders' deficit of $23.19 million.

At the end of the month, Pinnacle Airlines had total cash of
$36.04 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/73TzSw

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PURE BEAUTY: Has $29.27-Mil Stockholders' Deficit as of Aug. 31
---------------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., et al., on Aug. 30, 2012,
filed its monthly operating report for the period beginning July 1
through July 29, 2012.

As of July 29, 2012, the Company had total assets of $nil, total
liabilities of $29.27 million, resulting in a total stockholders'
deficit $29.27 million.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


UNITED RETAIL: Ends Aug. 25 With $1 Million in Cash
---------------------------------------------------
United Retail Group, Inc., et al., on Sept. 17, 2012, filed its
monthly operating report for the period between July 29 and
Aug. 25, 2012.

The Company posted a net loss of $245,000 for the period ended
Aug. 25, 2012.

As of August 25, 2012, the Company had total assets of $1 million,
total liabilities of $11.80 million and total stockholders'
deficit of $10.79 million.

As of Aug. 25, 2012, United Retail had total cash of $1 million.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


VALENCE TECHNOLOGY: Ends August With $830,972 in Cash
-----------------------------------------------------
Valence Technology, Inc., on Sept. 26, 2012, filed its monthly
operating report for the month ended Aug. 31, 2012.

The Debtor reported a net loss of $391,926 on revenues of
$3.13 million for the month ended Aug. 31, 2012.

As of Aug. 31, 2012, the Debtor had total assets of
$25.65 million, total liabilities of $81.41 million and total
stockholder's $55.76 million.

At the beginning of the month, Valence Technology had
$1.62 million in cash.  The Debtor had total cash receipts of
$4.34 million and total cash disbursements of $5.14 million.  As a
result, as of Aug. 31, 2012, Valence Technology had $830,972.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/35mv1G

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
5 creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.



                          *********

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
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Each Tuesday edition of the TCR contains a list of companies with
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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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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,
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Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
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Copyright 2012 .  All rights reserved.  ISSN: 1520-9474.

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