Https Ecf.nceb.Uscourts.gov Cgi-bin Show Temp.pl File=13229258-0-Nceb-26632

}bk1{Form 1. Voluntary Petition}bk{

B1 (Official Form 1)(12/11)

United States Bankruptcy Court Voluntary PetitionName of Debtor (if individual, enter Last, First, Middle):

All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)

Street Address of Debtor (No. and Street, City, and State):

County of Residence or of the Principal Place of Business:

Mailing Address of Debtor (if different from street address):

Location of Principal Assets of Business Debtor(if different from street address above):

Name of Joint Debtor (Spouse) (Last, First, Middle):

All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)

Street Address of Joint Debtor (No. and Street, City, and State):

County of Residence or of the Principal Place of Business:

Mailing Address of Joint Debtor (if different from street address):

ZIP Code ZIP Code

ZIP Code ZIP Code

Type of Debtor(Form of Organization) (Check one box)

Individual (includes Joint Debtors)See Exhibit D on page 2 of this form.Corporation (includes LLC and LLP)PartnershipOther (If debtor is not one of the above entities,check this box and state type of entity below.)

Chapter 15 DebtorsCountry of debtor's center of main interests:

Each country in which a foreign proceedingby, regarding, or against debtor is pending:

Filing Fee (Check one box)Full Filing Fee attached

Filing Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.

Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.

Nature of Business(Check one box)

Health Care BusinessSingle Asset Real Estate as definedin 11 U.S.C. § 101 (51B)RailroadStockbrokerCommodity BrokerClearing BankOther

Tax-Exempt Entity(Check box, if applicable)

Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).

Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)

Chapter 7Chapter 9Chapter 11Chapter 12Chapter 13

Chapter 15 Petition for Recognitionof a Foreign Main ProceedingChapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding

Nature of Debts(Check one box)

Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. § 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."

Chapter 11 DebtorsCheck one box:Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).

Check if:Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than $2,343,300 (amount subject to adjustment on 4/01/13 and every three years thereafter).

Check all applicable boxes:A plan is being filed with this petition.Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).

THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.

Estimated Number of Creditors

1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Estimated Liabilities

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Eastern District of North Carolina

Digital Recorders, Inc.

80-0199815

4018 Patriot DriveOne Park Center, Suite 100Durham, NC

Durham

P.O. Box 14068Research Triangle Pk, NC

27703

27709-4068

Case 12-02299-8-RDD Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03 Page 1 of 41

B1 (Official Form 1)(12/11) Page 2

Voluntary Petition(This page must be completed and filed in every case)

Name of Debtor(s):

All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)Location Case Number: Date Filed:Where Filed:

Location Case Number: Date Filed:Where Filed:

Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)Name of Debtor: Case Number: Date Filed:

District: Relationship: Judge:

Exhibit A

(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)

Exhibit A is attached and made a part of this petition.

Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?

Yes, and Exhibit C is attached and made a part of this petition.

No.

Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)

Exhibit D completed and signed by the debtor is attached and made a part of this petition.If this is a joint petition:

Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor - Venue(Check any applicable box)

Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)

Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).

Exhibit B(To be completed if debtor is an individual whose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).

XSignature of Attorney for Debtor(s) (Date)


- None -

See Attachment


B1 (Official Form 1)(12/11) Page 3

Voluntary Petition(This page must be completed and filed in every case)

Name of Debtor(s):

SignaturesSignature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).

I request relief in accordance with the chapter of title 11, United States Code,specified in this petition.

XSignature of Debtor

XSignature of Joint Debtor

Telephone Number (If not represented by attorney)

Date

Signature of Attorney*

XSignature of Attorney for Debtor(s)

Printed Name of Attorney for Debtor(s)

Firm Name

Address

Telephone Number

Date*In a case in which § 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.

The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.

XSignature of Authorized Individual

Printed Name of Authorized Individual

Title of Authorized Individual

Date

Signature of a Foreign RepresentativeI declare under penalty of perjury that the information provided in this petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that I am authorized to file this petition.(Check only one box.)

I request relief in accordance with chapter 15 of title 11. United States Code.Certified copies of the documents required by 11 U.S.C. §1515 are attached.

Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.

XSignature of Foreign Representative

Printed Name of Foreign Representative

Date

Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petitionpreparer as defined in 11 U.S.C. § 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under 11 U.S.C. §§ 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor or accepting any fee from the debtor, as required in that section.Official Form 19 is attached.

Printed Name and title, if any, of Bankruptcy Petition Preparer

Social-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. § 110.)

Address

X

Date

Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:

If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.

A bankruptcy petition preparer’s failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156.


/s/ John A. Northen, NCSB

John A. Northen, NCSB 6789

Northen Blue, L.L.P.

1414 Raleigh Road, Suite 435P.O. Box 2208Chapel Hill, NC 27515-2208

(919) 968-4441

March 25, 2012

David L. Turney

/s/ David L. Turney

Chairman and CEO

March 25, 2012


In re ,Debtor

Case No.Digital Recorders, Inc.

FORM 1. VOLUNTARY PETITIONPending Bankruptcy Cases Filed Attachment

Name of Debtor / District Case No. / Relationship Date Filed / Judge

DRI Corporation 03/25/12Raleigh Division, Eastern District of North Carolina Parent

Robinson Turney International, Inc. 03/25/12Raleigh Division, Eastern District of North Carolina Affiliate

TwinVision of North America, Inc. 03/25/12Raleigh Division, Eastern District of North Carolina Affiliate


B4 (Official Form 4) (12/07)

United States Bankruptcy CourtEastern District of North Carolina

In re Digital Recorders, Inc. Case No.Debtor(s) Chapter 11

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared inaccordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1)persons who come within the definition of "insider" set forth in 11 U.S.C. § 101, or (2) secured creditors unless the value ofthe collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims.If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name andaddress of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child'sname. See 11 U.S.C. § 112; Fed. R. Bankr. P. 1007(m).

(1)

Name of creditor and completemailing address including zipcode

(2)

Name, telephone number and completemailing address, including zip code, ofemployee, agent, or department of creditorfamiliar with claim who may be contacted

(3)

Nature of claim (tradedebt, bank loan,government contract,etc.)

(4)

Indicate if claim iscontingent,unliquidated,disputed, orsubject to setoff

(5)

Amount of claim[if secured, alsostate value ofsecurity]

All In One StaffingAttn: Managing Agent1911 Hillandale Road Suite1210Durham, NC 27705

All In One StaffingAttn: Managing Agent1911 Hillandale Road Suite 1210Durham, NC 27705

21,679.65

American AirlinesAttn: Managing AgentDept 09268-5 PO Box 905164Charlotte, NC 28290-5164


22,491.87

Anuva Services IncAttn: Managing Agent140 Southcenter Court Suite600Morrisville, NC 27560

Anuva Services IncAttn: Managing Agent140 Southcenter Court Suite 600Morrisville, NC 27560

15,687.70

Beijer Electronics, Inc QsiCorporationAttn: Managing Agent2212 South West Temple #50Salt Lake City, UT 84115-2648

Beijer Electronics, Inc Qsi CorporationAttn: Managing Agent2212 South West Temple #50Salt Lake City, UT 84115-2648

57,078.12

Electronic Design &Manufacturing CoAttn: Managing Agent31 Millrace DriveLynchburg, VA 24502

Electronic Design & Manufacturing CoAttn: Managing Agent31 Millrace DriveLynchburg, VA 24502

205,027.79

GJB Consulting LLCAttn: Managing Agent100 SE 2Nd Street 44Th FloorMiami, FL 33131


28,500.00

Global Manufacturing ServicesIncAttn: Managing Agent140 Industrial Park WayWest Jefferson, NC 28694

Global Manufacturing Services IncAttn: Managing Agent140 Industrial Park WayWest Jefferson, NC 28694

14,776.79

Software Copyright (c) 1996-2012 CCH INCORPORATED - www.bestcase.com Best Case Bankruptcy


B4 (Official Form 4) (12/07) - Cont.In re Digital Recorders, Inc. Case No.

Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS(Continuation Sheet)

(1)


(2)


(3)


(4)


(5)


Greyhawk Technologies IncAttn: Managing AgentPmb 102 11500 Ne 76Th St.A-3Vancouver, WA 98662

Greyhawk Technologies IncAttn: Managing AgentPmb 102 11500 Ne 76Th St. A-3Vancouver, WA 98662

17,350.00

Infodev Electronic DesignersAttn: Managing Agent1995 Rue Frank-CarrelQuebec QC G1N 4H9CANADA

Infodev Electronic DesignersAttn: Managing Agent1995 Rue Frank-CarrelQuebec QC G1N 4H9 CANADA

69,805.00

Micronet LtdAttn: Managing Agent27 Hametzuda StAzor 58001 ISRAEL


17,400.00

MJM Industries IncAttn: Managing Agent1200 East StreetFairport Harbor, OH 44077


14,540.65

Patni Americas IncAttn: Managing AgentI Broadway 13Th FloorCambridge, MA 02142


430,880.15

Precision Machine FabricationAttn: Managing Agent1100 N. New Hope RoadRaleigh, NC 27610


22,120.22

Real Time Ops IncAttn: Managing AgentPO Box 2087Chapel Hill, NC 27515


45,359.98

RF IndustriesAttn: Managing Agent7610 Miramar RoadSan Diego, CA 92126


8,153.60

Sunrise Systems, Inc.Attn: Managing Agent720 Washington StPembroke, MA 02359


12,701.58

Urban Transportation AsscAttn: Managing Agent700 East McMillian Street,Suite 302Cincinnati, OH 45206

Urban Transportation AsscAttn: Managing Agent700 East McMillian Street, Suite 302Cincinnati, OH 45206

38,293.50

Verint Video SolutionsAttn: Managing AgentPO Box 905595Charlotte, NC 28290-5590


304,468.42



B4 (Official Form 4) (12/07) - Cont.In re Digital Recorders, Inc. Case No.

Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS(Continuation Sheet)

(1)


(2)


(3)


(4)


(5)


Visionhitech Co LtdAttn: Managing AgentVision Bldg 150-3Simgok-Dong Wonmi-KuBuchon-City,Kyunggi-Do 420-822 SKOREA

Visionhitech Co LtdAttn: Managing AgentVision Bldg 150-3 Simgok-DongWonmi-KuKyunggi-Do 420-822 S KOREA

22,950.00

Wes-Garde ComponentsGroup IncAttn: Managing Agent3815 Industry BlvdLakeland, FL 33811

Wes-Garde Components Group IncAttn: Managing Agent3815 Industry BlvdLakeland, FL 33811

99,126.88

DECLARATION UNDER PENALTY OF PERJURYON BEHALF OF A CORPORATION OR PARTNERSHIP

I, the Chairman and CEO of the corporation named as the debtor in this case, declare under penalty ofperjury that I have read the foregoing list and that it is true and correct to the best of my information and belief.

Date March 25, 2012 Signature /s/ David L. TurneyDavid L. TurneyChairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.18 U.S.C. §§ 152 and 3571.



}bk1{Form 6. Summary of Schedules}bk{


In re ,Debtor

Case No.

Chapter 11


B6 Summary (Official Form 6 - Summary) (12/07)

Indicate as to each schedule whether that schedule is attached and state the number of pages in each. Report the totals from Schedules A,B, D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount of the debtor’s assets.Add the amounts of all claims from Schedules D, E, and F to determine the total amount of the debtor’s liabilities. Individual debtors mustalso complete the "Statistical Summary of Certain Liabilities and Related Data" if they file a case under chapter 7, 11, or 13.

SUMMARY OF SCHEDULES

ATTACHED NO. OFNAME OF SCHEDULE ASSETS LIABILITIES OTHER(YES/NO) SHEETS

A - Real Property

B - Personal Property

C - Property Claimed as Exempt

D - Creditors Holding Secured Claims

E - Creditors Holding UnsecuredPriority Claims

F - Creditors Holding UnsecuredNonpriority Claims

G - Executory Contracts andUnexpired Leases

H - Codebtors

I - Current Income of IndividualDebtor(s)

J - Current Expenditures of IndividualDebtor(s)

Total Number of Sheets of ALL Schedules

Total Assets

Total Liabilities

(Total of Claims on Schedule E)

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com Best Case Bankruptcy

Yes

Yes

No

Yes

Yes

Yes

Yes

Yes

No

No

1 0.00

3 6,910,865.55

0

9,712,166.442

0.002

1,534,494.1812

2

1

0 N/A

0 N/A

23

6,910,865.55

11,246,660.62


}bk1{Form 6. Statistical Summary of Certain Liabilities and Related Data}bk{


In re ,Debtor

Case No.

Chapter 11


Form 6 - Statistical Summary (12/07)

STATISTICAL SUMMARY OF CERTAIN LIABILITIES AND RELATED DATA (28 U.S.C. § 159)If you are an individual debtor whose debts are primarily consumer debts, as defined in § 101(8) of the Bankruptcy Code (11 U.S.C.§ 101(8)), filinga case under chapter 7, 11 or 13, you must report all information requested below.

Check this box if you are an individual debtor whose debts are NOT primarily consumer debts. You are not required to report any information here.

This information is for statistical purposes only under 28 U.S.C. § 159.Summarize the following types of liabilities, as reported in the Schedules, and total them.

Type of Liability Amount

Domestic Support Obligations (from Schedule E)

Taxes and Certain Other Debts Owed to Governmental Units (from Schedule E)

Claims for Death or Personal Injury While Debtor Was Intoxicated(from Schedule E) (whether disputed or undisputed)

Student Loan Obligations (from Schedule F)

Domestic Support, Separation Agreement, and Divorce DecreeObligations Not Reported on Schedule E

Obligations to Pension or Profit-Sharing, and Other Similar Obligations(from Schedule F)

TOTAL

State the following:

Average Income (from Schedule I, Line 16)

Average Expenses (from Schedule J, Line 18)

Current Monthly Income (from Form 22A Line 12; OR,Form 22B Line 11; OR, Form 22C Line 20 )

State the following:

1. Total from Schedule D, "UNSECURED PORTION, IF ANY"column

2. Total from Schedule E, "AMOUNT ENTITLED TO PRIORITY"column

3. Total from Schedule E, "AMOUNT NOT ENTITLED TOPRIORITY, IF ANY" column

4. Total from Schedule F

5. Total of non-priority unsecured debt (sum of 1, 3, and 4)



}bk1{Schedule A - Real Property}bk{

In re ,Debtor


B6A (Official Form 6A) (12/07)

Except as directed below, list all real property in which the debtor has any legal, equitable, or future interest, including all property owned as acotenant, community property, or in which the debtor has a life estate. Include any property in which the debtor holds rights and powers exercisable forthe debtor's own benefit. If the debtor is married, state whether husband, wife, both, or the marital community own the property by placing an "H," "W,""J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the debtor holds no interest in real property, write "None" under"Description and Location of Property."

Do not include interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts andUnexpired Leases.

If an entity claims to have a lien or hold a secured interest in any property, state the amount of the secured claim. See Schedule D. If no entityclaims to hold a secured interest in the property, write "None" in the column labeled "Amount of Secured Claim." If the debtor is an individual orif a joint petition is filed, state the amount of any exemption claimed in the property only in Schedule C - Property Claimed as Exempt.

Description and Location of Property Nature of Debtor'sInterest in Property

Husband,Wife,Joint, or

Community

Current Value ofDebtor's Interest inProperty, without

Deducting any SecuredClaim or Exemption

Amount ofSecured Claim

continuation sheets attached to the Schedule of Real Property

SCHEDULE A - REAL PROPERTY


0

None

Sub-Total > (Total of this page)0.00

Total >

(Report also on Summary of Schedules)

0.00


}bk1{Schedule B - Personal Property}bk{

In re ,Debtor


B6B (Official Form 6B) (12/07)

Except as directed below, list all personal property of the debtor of whatever kind. If the debtor has no property in one or more of the categories, placean "x" in the appropriate position in the column labeled "None." If additional space is needed in any category, attach a separate sheet properly identifiedwith the case name, case number, and the number of the category. If the debtor is married, state whether husband, wife, both, or the marital communityown the property by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the debtor is an individual or a jointpetition is filed, state the amount of any exemptions claimed only in Schedule C - Property Claimed as Exempt.

Do not list interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts andUnexpired Leases.If the property is being held for the debtor by someone else, state that person's name and address under "Description and Location of Property."If the property is being held for a minor child, simply state the child's initials and the name and address of the child's parent or guardian, such as"A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m).

Type of PropertyNONE

Description and Location of PropertyHusband,

Wife,Joint, or

Community

Current Value ofDebtor's Interest in Property,

without Deducting anySecured Claim or Exemption

continuation sheets attached to the Schedule of Personal Property

SCHEDULE B - PERSONAL PROPERTY


2

1. Cash on hand X

2. Checking, savings or other financialaccounts, certificates of deposit, orshares in banks, savings and loan,thrift, building and loan, andhomestead associations, or creditunions, brokerage houses, orcooperatives.

X

3. Security deposits with publicutilities, telephone companies,landlords, and others.

X

4. Household goods and furnishings,including audio, video, andcomputer equipment.

X

5. Books, pictures and other artobjects, antiques, stamp, coin,record, tape, compact disc, andother collections or collectibles.

X

6. Wearing apparel. X

7. Furs and jewelry. X

8. Firearms and sports, photographic,and other hobby equipment.

X

9. Interests in insurance policies.Name insurance company of eachpolicy and itemize surrender orrefund value of each.

X

10. Annuities. Itemize and name eachissuer.

X

Sub-Total >(Total of this page)

0.00


B6B (Official Form 6B) (12/07) - Cont.



Wife,Joint, or

Community



Sheet of continuation sheets attachedto the Schedule of Personal Property

SCHEDULE B - PERSONAL PROPERTY(Continuation Sheet)


In re ,Debtor


11. Interests in an education IRA asdefined in 26 U.S.C. § 530(b)(1) orunder a qualified State tuition planas defined in 26 U.S.C. § 529(b)(1).Give particulars. (File separately therecord(s) of any such interest(s).11 U.S.C. § 521(c).)

X

12. Interests in IRA, ERISA, Keogh, orother pension or profit sharingplans. Give particulars.

X

13. Stock and interests in incorporatedand unincorporated businesses.Itemize.

X

14. Interests in partnerships or jointventures. Itemize.

X

15. Government and corporate bondsand other negotiable andnonnegotiable instruments.

X

16. Accounts receivable. Per A/R schedule, book value - 1,091,302.00

17. Alimony, maintenance, support, andproperty settlements to which thedebtor is or may be entitled. Giveparticulars.

X

18. Other liquidated debts owed to debtorincluding tax refunds. Give particulars.

X

19. Equitable or future interests, lifeestates, and rights or powersexercisable for the benefit of thedebtor other than those listed inSchedule A - Real Property.

X

20. Contingent and noncontingentinterests in estate of a decedent,death benefit plan, life insurancepolicy, or trust.

X

21. Other contingent and unliquidatedclaims of every nature, includingtax refunds, counterclaims of thedebtor, and rights to setoff claims.Give estimated value of each.

X


1,091,302.00

1 2


B6B (Official Form 6B) (12/07) - Cont.



Wife,Joint, or

Community



Sheet of continuation sheets attachedto the Schedule of Personal Property

SCHEDULE B - PERSONAL PROPERTY(Continuation Sheet)


In re ,Debtor


22. Patents, copyrights, and otherintellectual property. Giveparticulars.

See Patents, Copyrights, Intellectual property file - Unknown

23. Licenses, franchises, and othergeneral intangibles. Giveparticulars.

X

24. Customer lists or other compilationscontaining personally identifiableinformation (as defined in 11 U.S.C.§ 101(41A)) provided to the debtorby individuals in connection withobtaining a product or service fromthe debtor primarily for personal,family, or household purposes.

Customer lists - Unknown

25. Automobiles, trucks, trailers, andother vehicles and accessories.

X

26. Boats, motors, and accessories. X

27. Aircraft and accessories. X

28. Office equipment, furnishings, andsupplies.

Per fixed asset schedule, book value net ofdepreciation

- 82,326.77

29. Machinery, fixtures, equipment, andsupplies used in business.

Per fixed asset schedule, book value net ofdepreciation

- 3,588,755.78

30. Inventory. Per inventory schedule, book value at cost - 2,148,481.00

31. Animals. X

32. Crops - growing or harvested. Giveparticulars.

X

33. Farming equipment andimplements.

X

34. Farm supplies, chemicals, and feed. X

35. Other personal property of any kindnot already listed. Itemize.

X


5,819,563.55

2 2Total >

(Report also on Summary of Schedules)

6,910,865.55


}bk1{Schedule D - Creditors Holding Secured Claims}bk{

AMOUNT OFCLAIM

WITHOUTDEDUCTINGVALUE OF

COLLATERAL

DATE CLAIM WAS INCURRED,NATURE OF LIEN, AND

DESCRIPTION AND VALUEOF PROPERTY

SUBJECT TO LIEN

CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED

Husband, Wife, Joint, or Community

HWJC

CREDITOR'S NAME AND MAILING ADDRESS

INCLUDING ZIP CODE,AND ACCOUNT NUMBER

(See instructions above.)

Account No.

Value $Account No.

Value $Account No.

Value $Account No.

Value $Subtotal

_____ continuation sheets attached (Total of this page)

UNSECUREDPORTION, IF

ANY

B6D (Official Form 6D) (12/07)

State the name, mailing address, including zip code, and last four digits of any account number of all entities holding claims secured by property of the debtor as ofthe date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be providedif the debtor chooses to do so. List creditors holding all types of secured interests such as judgment liens, garnishments, statutory liens, mortgages, deeds of trust, andother security interests.

List creditors in alphabetical order to the extent practicable. If a minor child is a creditor, the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m). If all secured creditors will not fit on this page, use the continuation sheet provided.

If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor" ,include the entity on the appropriateschedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may beliable on each claim by placing an "H", "W", "J", or "C" in the column labeled "Husband, Wife, Joint, or Community".

If the claim is contingent, place an "X" in the column labeled "Contingent". If the claim is unliquidated, place an "X" in the column labeled "Unliquidated". If theclaim is disputed, place an "X" in the column labeled "Disputed". (You may need to place an "X" in more than one of these three columns.)

Total the columns labeled "Amount of Claim Without Deducting Value of Collateral" and "Unsecured Portion, if Any" in the boxes labeled "Total(s)" on the lastsheet of the completed schedule. Report the total from the column labeled "Amount of Claim" also on the Summary of Schedules and, if the debtor is an individual withprimarily consumer debts, report the total from the column labeled "Unsecured Portion" on the Statistical Summary of Certain Liabilities and Related Data.

Check this box if debtor has no creditors holding secured claims to report on this Schedule D.

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS


In re ,Debtor


1

6/30/2008Security InterestAll U.S. assets of DRI Corp., DigitalRecorders, Inc., and TwinVision of NorthAmerica, Inc., 100% of stock of DigitalRecorders, TwinVision and RobinsonTurney International, and 65% of stockof DRI Europa AB

BHC Interim Funding III, L.P.Attn: Managing Agent444 Madison Ave., 25th FloorNew York, NY 10022 X -

6,450,000.00 UnknownUnknown6/30/2008

Security Interest

All U.S. assets of DRI Corp., DigitalRecorders, Inc., and TwinVision of NorthAmerica, Inc.

BHC Interim Funding III, LP444 Madison AvenueNew York, NY 10022 X -

3,117,650.00 UnknownUnknown30749 4/15/2009

Security Interest

EMC/AVAMAR Backup, Exp Pack,DiskXtender, est value

De Lage Landen Financial ServicesAttn: Managing AgentPO Box 41602Philadelphia, PA 19101 -

65,483.64 0.0070,000.0096860 7/27/2009

Security Interest

VM Ware, EMC AX4, HP ProLiant, est.value

De Lage Landen Financial ServicesPO Box 41602Philadelphia, PA 19101 -

31,453.20 0.0035,000.00

9,664,586.84 0.00


B6D (Official Form 6D) (12/07) - Cont.

AMOUNT OFCLAIM

WITHOUTDEDUCTINGVALUE OF

COLLATERAL

DATE CLAIM WAS INCURRED,NATURE OF LIEN, AND

DESCRIPTION AND VALUEOF PROPERTY

SUBJECT TO LIEN

CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC

CREDITOR'S NAME AND MAILING ADDRESS


(See instructions.)

Account No.

Value $Account No.

Value $Account No.

Value $Account No.

Value $Account No.

Value $SubtotalSheet _____ of _____ continuation sheets attached to

(Total of this page)Schedule of Creditors Holding Secured Claims

UNSECUREDPORTION, IF

ANY

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS(Continuation Sheet)


In re ,Debtor


96860 5/3/2011

Security Interest

Copiers, est value

SiTec Business ServicesAttn: Managing AgentPO Box 41602Philadelphia, PA 19101 -

47,579.60 0.0050,000.00

47,579.60 0.001 1

9,712,166.44 0.00Total(Report on Summary of Schedules)


}bk1{Schedule E - Creditors Holding Unsecured Priority Claims}bk{

B6E (Official Form 6E) (4/10)

A complete list of claims entitled to priority, listed separately by type of priority, is to be set forth on the sheets provided. Only holders of unsecured claims entitledto priority should be listed in this schedule. In the boxes provided on the attached sheets, state the name, mailing address, including zip code, and last four digits of theaccount number, if any, of all entities holding priority claims against the debtor or the property of the debtor, as of the date of the filing of the petition. Use a separatecontinuation sheet for each type of priority and label each with the type of priority.

The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to doso. If a minor child is a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m).

If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor," include the entity on the appropriateschedule of creditors, and complete Schedule H-Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may beliable on each claim by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the claim is contingent, place an "X" in thecolumn labeled "Contingent." If the claim is unliquidated, place an "X" in the column labeled "Unliquidated." If the claim is disputed, place an "X" in the column labeled"Disputed." (You may need to place an "X" in more than one of these three columns.)

Report the total of claims listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all claims listed on this Schedule E in the box labeled"Total" on the last sheet of the completed schedule. Report this total also on the Summary of Schedules.

Report the total of amounts entitled to priority listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all amounts entitled to prioritylisted on this Schedule E in the box labeled "Totals" on the last sheet of the completed schedule. Individual debtors with primarily consumer debts report this total also on the Statistical Summary of Certain Liabilities and Related Data.

Report the total of amounts not entitled to priority listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all amounts not entitled topriority listed on this Schedule E in the box labeled "Totals" on the last sheet of the completed schedule. Individual debtors with primarily consumer debts report this total also on the Statistical Summary of Certain Liabilities and Related Data.

Check this box if debtor has no creditors holding unsecured priority claims to report on this Schedule E.

TYPES OF PRIORITY CLAIMS (Check the appropriate box(es) below if claims in that category are listed on the attached sheets)

Domestic support obligationsClaims for domestic support that are owed to or recoverable by a spouse, former spouse, or child of the debtor, or the parent, legal guardian, or responsible relative

of such a child, or a governmental unit to whom such a domestic support claim has been assigned to the extent provided in 11 U.S.C. § 507(a)(1).

Extensions of credit in an involuntary caseClaims arising in the ordinary course of the debtor's business or financial affairs after the commencement of the case but before the earlier of the appointment of a

trustee or the order for relief. 11 U.S.C. § 507(a)(3).

Wages, salaries, and commissionsWages, salaries, and commissions, including vacation, severance, and sick leave pay owing to employees and commissions owing to qualifying independent sales

representatives up to $11,725* per person earned within 180 days immediately preceding the filing of the original petition, or the cessation of business, whicheveroccurred first, to the extent provided in 11 U.S.C. § 507(a)(4).

Contributions to employee benefit plansMoney owed to employee benefit plans for services rendered within 180 days immediately preceding the filing of the original petition, or the cessation of business,

whichever occurred first, to the extent provided in 11 U.S.C. § 507(a)(5).

Certain farmers and fishermenClaims of certain farmers and fishermen, up to $5,775* per farmer or fisherman, against the debtor, as provided in 11 U.S.C. § 507(a)(6).

Deposits by individualsClaims of individuals up to $2,600* for deposits for the purchase, lease, or rental of property or services for personal, family, or household use, that were not

delivered or provided. 11 U.S.C. § 507(a)(7).

Taxes and certain other debts owed to governmental unitsTaxes, customs duties, and penalties owing to federal, state, and local governmental units as set forth in 11 U.S.C. § 507(a)(8).

Commitments to maintain the capital of an insured depository institutionClaims based on commitments to the FDIC, RTC, Director of the Office of Thrift Supervision, Comptroller of the Currency, or Board of Governors of the Federal

Reserve System, or their predecessors or successors, to maintain the capital of an insured depository institution. 11 U.S.C. § 507 (a)(9).

Claims for death or personal injury while debtor was intoxicatedClaims for death or personal injury resulting from the operation of a motor vehicle or vessel while the debtor was intoxicated from using alcohol, a drug, or

another substance. 11 U.S.C. § 507(a)(10).

* Amount subject to adjustment on 4/01/13, and every three years thereafter with respect to cases commenced on or after the date of adjustment.

continuation sheets attached

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS


In re ,Debtor


1


B6E (Official Form 6E) (4/10) - Cont.

CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC

CREDITOR'S NAME,AND MAILING ADDRESS


(See instructions.)

DATE CLAIM WAS INCURRED AMOUNTAND CONSIDERATION FOR CLAIM OF CLAIM

Account No.

Account No.

Account No.

Account No.

Account No.

SubtotalSheet _____ of _____ continuation sheets attached to(Total of this page)Schedule of Creditors Holding Unsecured Priority Claims

TYPE OF PRIORITY

AMOUNT NOTENTITLED TOPRIORITY, IF ANY

AMOUNTENTITLED TO

PRIORITY

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS(Continuation Sheet)


In re ,Debtor


Taxes and Certain Other DebtsOwed to Governmental Units

for notice purposes only

Employment Security Commission700 Wade AvenueP.O. Box 26504Raleigh, NC 27611 -

0.00 0.00

0.00


Internal Revenue ServiceCentralized Insolvency OperationsP O Box 7346Philadelphia, PA 19101-7346 -

0.00 0.00

0.00


NC Department of Revenue501 N Wilmington StreetP.O. Box 25000Raleigh, NC 27640-5000 -

0.00 0.00

0.00

0.00 0.000.001 1

0.00 0.000.00Total

(Report on Summary of Schedules)



}bk1{Schedule F - Creditors Holding Unsecured Nonpriority Claims}bk{

CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC

CREDITOR'S NAME,MAILING ADDRESS



Account No.

Account No.

Account No.

Account No.

Subtotal_____ continuation sheets attached (Total of this page)

DATE CLAIM WAS INCURRED ANDCONSIDERATION FOR CLAIM. IF CLAIM

IS SUBJECT TO SETOFF, SO STATE. AMOUNT OF CLAIM

B6F (Official Form 6F) (12/07)

State the name, mailing address, including zip code, and last four digits of any account number, of all entities holding unsecured claims without priority against thedebtor or the property of the debtor, as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to thetrustee and the creditor and may be provided if the debtor chooses to do so. If a minor child is a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m). Do not include claims listed in Schedules D and E. If all creditors will not fit on this page, use the continuation sheet provided.

If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor," include the entity on the appropriateschedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may beliable on each claim by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community."

If the claim is contingent, place an "X" in the column labeled "Contingent." If the claim is unliquidated, place an "X" in the column labeled "Unliquidated." If theclaim is disputed, place an "X" in the column labeled "Disputed." (You may need to place an "X" in more than one of these three columns.)

Report the total of all claims listed on this schedule in the box labeled "Total" on the last sheet of the completed schedule. Report this total also on the Summary ofSchedules and, if the debtor is an individual with primarily consumer debts, report this total also on the Statistical Summary of Certain Liabilities and Related Data.

Check this box if debtor has no creditors holding unsecured claims to report on this Schedule F.

S/N:20666-120216

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


In re ,Debtor


11

Accentuate Staffing IncAttn: Managing Agent3200 Fairhill Dr Suite 100Raleigh, NC 27612-3219

-

7,632.75


-

21,679.65

Allied ElectronicsAttn: Managing AgentPO Box 2325Fort Worth, TX 76113-2325

-

1,232.18


-

22,491.87

53,036.45


B6F (Official Form 6F) (12/07) - Cont.

CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.

Sheet no. _____ of _____ sheets attached to Schedule of SubtotalCreditors Holding Unsecured Nonpriority Claims (Total of this page)



SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS(Continuation Sheet)


In re ,Debtor



-

15,687.70


-

57,078.12

Calsoft Labs, Inc.Attn: Managing Agent2953 Bunker Hill LaneSanta Clara, CA 95054

-

1,770.00

Cassell Design Group Inc.Attn: Managing Agent905 West Main StreetDurham, NC 27701

-

765.00

CDW Computer Centers Inc.Attn: Managing AgentPO Box 75723Chicago, IL 60675-5723

-

7,648.17

82,948.991 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Central Precision IncAttn: Managing Agent20823 San Mar RoadBoonsboro, MD 21713

-

470.33

Clemson UniversityAttn: Managing Agent125 Lowry Hall Attn TascClemson, SC 29634-0911

-

700.00

Data Graphics IncAttn: Managing Agent3800 Progress BlvdMount Dora, FL 32757

-

904.52

Dell Marketing L.P.Attn: Managing AgentPO Box 534118Atlanta, GA 30353-4118

-

1,077.14

Digi-Key CorporationAttn: Managing AgentPO Box 250Thief River Falls, MN 56701-0250

-

1,947.52

5,099.512 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Electronic Design & Manufacturing CoAttn: Managing Agent31 Millrace DriveLynchburg, VA 24502

-

205,027.79


-

28,500.00


-

14,776.79


-

17,350.00

Hosted Solutions, LLCAttn: Managing AgentPO Box 601834Charlotte, NC 28260-1834

-

2,747.10

268,401.683 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Howison & Arnott LLPAttn: Managing AgentPO Box 741715Dallas, TX 75374-1715

-

5,610.50

Industrial Design IncAttn: Managing AgentPO Box 233Knightdale, NC 27545

-

1,975.00


-

69,805.00

JLI Electronics IncAttn: Managing AgentPO Box 7Harleysville, PA 19438-0007

-

4,545.36

K & J EnterprisesAttn: Managing Agent1400 E Geer StreetDurham, NC 27704

-

200.00

82,135.864 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


L-ComAttn: Managing Agent45 Beechwood DriveNorth Andover, MA 08145

-

455.09

Location Technologies IncAttn: Managing Agent6214 Nw Kelly DrParkville, MO 64152

-

1,361.00

Lynx - Dep. Chief Of OperationsAttn: Managing Agent2500 Lynx LaneOrlando, FL 32804

-

1,000.00

Mcmaster-Carr Supply CoAttn: Managing AgentPO Box 7690Chicago, IL 60680-7690

-

237.83

Mcpherson MfgAttn: Managing AgentPO Box 1777Hazlehurst, GA 31539

-

186.72

3,240.645 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor



-

17,400.00


-

14,540.65

Mouser ElectronicsAttn: Managing AgentPO Box 99319Fort Worth, TX 76199-0319

-

817.86

Newark InoneAttn: Managing AgentPO Box 94151Palatine, IL 60094-4151

-

690.08

NJ Transaction ConferenceAttn: Managing Agent460 Elm StreetStirling, NJ 07890-1126

-

525.00

33,973.596 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Opto VisionAttn: Managing Agent9, Rue Boudeville-Z.I Thibaud

-

1,509.13

Parker Hannifin Electronic ControlsAttn: Managing AgentPO Box 9600 StaToronto, ON M5W 1P8 CANADA

-

3,150.00


-

430,880.15

Pctel Formally-Sparco TechnologiesIncAttn: Managing Agent12955 Collections Center DriveChicage, IL 60693

-

1,491.82

Piedmont Litho IncorporatedAttn: Managing Agent3116 Hillsborough StreetPO Box 5092Raleigh, NC 27650

-

787.95

437,819.057 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


PPTAAttn: Managing Agent600 North Third Street Fourth FloorHarrisburg, PA 17101-1113

-

400.00


-

22,120.22


-

45,359.98


-

8,153.60


-

12,701.58

88,735.388 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Techwood Media LLCAttn: Managing Agent1213 Wilmette Avenue, Suite 210Wilmette, IL 60091

-

1,500.00

Tecrep ServicesAttn: Managing Agent125 Pit RoadMooresville, NC 28115

-

1,587.50

Tennessee Public TransportationAssocAttn: Managing Agent400 Charlotte Ave Ste 100Nashville, TN 37219

-

250.00

Tessco TechnologiesAttn: Managing AgentPO Box 102885Atlanta, GA 30368-2885

-

1,085.04

Tower Fasters Co IncAttn: Managing Agent1690 North Ocean AveHoltsville, NY 11742

-

928.23

5,350.779 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


TUV Rheinland Of North America, Inc.Attn: Managing Agent#12 Commerce RoadNewtown, CT 06470

-

831.00

UlineAttn: Managing Agent2200 S. Lakeside DrWaukegan, IL 60085

-

88.20

Unlimited Services Of Wisconsin IncAttn: Managing AgentPO Box 170Oconto, WI 54153

-

2,897.16


-

38,293.50


-

304,468.42

346,578.2810 11



CODEBTOR

CONTINGENT

UNLIQUIDATED

DISPUTED


HWJC




Account No.

Account No.

Account No.

Account No.

Account No.






In re ,Debtor


Virginia Transit AssociationAttn: Jason Arkian1108 E. Main Street, Ste 1108Richmond, VA 23219

-

950.00

Visionhitech Co LtdAttn: Managing AgentVision Bldg 150-3 Simgok-DongWonmi-KuBuchon-City,Kyunggi-Do 420-822 S KOREA

-

22,950.00


-

99,126.88

Wilmore Electronics CompanyAttn: Managing AgentPO Box 1329Hillsborough, NC 27278

-

4,147.10

127,173.9811 11

1,534,494.18Total

(Report on Summary of Schedules)


}bk1{Schedule G - Executory Contracts and Unexpired Leases}bk{

In re ,Debtor


B6G (Official Form 6G) (12/07)

Describe all executory contracts of any nature and all unexpired leases of real or personal property. Include any timeshare interests. State natureof debtor's interest in contract, i.e., "Purchaser", "Agent", etc. State whether debtor is the lessor or lessee of a lease. Provide the names andcomplete mailing addresses of all other parties to each lease or contract described. If a minor child is a party to one of the leases or contracts, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m).

Check this box if debtor has no executory contracts or unexpired leases.

Name and Mailing Address, Including Zip Code,of Other Parties to Lease or Contract

Description of Contract or Lease and Nature of Debtor's Interest.State whether lease is for nonresidential real property.

State contract number of any government contract.

continuation sheets attached to Schedule of Executory Contracts and Unexpired Leases

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES


1

AT&TAttn: Managing Agent1 AT&T WayBedminster, NJ 07921

Cell phone service

AT&T1 AT&T WayBedminster, NJ 07921

Telephone service

Cobb Community TranistAttn: Fran100 Cherokee Street, Suite 410Marietta, GA 30090

Sales Contract -AVL, Otvia, Paratransit, and PASS

De Lage Landen Financial ServicesAttn: Managing AgentPO Box 41602Philadelphia, PA 19101

Lease - Computer equipment/ software/ support

Durham Area Transit AuthorityAttn: Yvonne1903 Fay StDurham, NC 27704

Sales Contract - AVL, Regional Viewing

East Carolina UniversityAttn: Wood DavidsonFinancial Services Bldg120 Reade StGreenville, NC 27858

Sales Contract - AVL, Otvia

GE Transportation SystemsAttn: Charlie LockePO Box 26610Kansas City, MO 64196

Sales Contract - Railcar AVL

GE Transportation Systems (TOA)Attn: Charlie LockePO Box 26610Kansas City, MO 64196

Sales contract - Signs and other HW/Services

Hosted SolutionsAttn: Managing Agent4350 Lassiter at North Hills Ave.Suite 280Raleigh, NC 27609

Network/Internet Services


Name and Mailing Address, Including Zip Code,of Other Parties to Lease or Contract

Description of Contract or Lease and Nature of Debtor's Interest.State whether lease is for nonresidential real property.

State contract number of any government contract.

Sheet of continuation sheets attached to the Schedule of Executory Contracts and Unexpired Leases

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES(Continuation Sheet)


In re ,Debtor


Knoxville Area TransitAttn: Cindy McGinnis300 Church AveKnoxville, TN 37915-2590

Sales Contract - AVAS, AVL, and PASS

Property Reserve, Incc/o Colliers PinkardPO BOX 409091Atlanta, GA 30384-9091

Real Property Lease - North Carolina Operations

Shumate Mechanical Raleigh, Inc.Attn: Managing Agent5201 Old Poole RoadRaleigh, NC 27610

Equipment Maintenance agreement

SiTec Services, LLCAttn: Managing AgentPO Box 41602Philadelphia, PA 19101-1602

Copier Leases/Buyout

StorQuest Self StorageAttn: Managing Agent1100 Davis StreetSan Leanardo, CA 94577

Storage facility rental - tools and parts for fieldtechs

Tele Atlas North America, IncAttn: Managing Agent11 Lafayette StreetLebanon, NH 03766

License agreement

Time Warner CableAttn: Managing Agent2450 Perimeter Park DriveMorrisville, NC 27560

Internet service

Triangle Transit AuthorityAttn: BobbieP.O. Box 13787RTP, NC 27709

Sales Contract - AVL, Regional Viewing

Verizon WirelessAttn: Managing Agent701 Brookfield ParkwayGreenville, SC 29606

Telephone service

West Contra Costa TransitAttn: Charles Anderson601 Walter AvenuePinole, CA 94564

Sales Contract - AVL

1 1


}bk1{Schedule H - Codebtors}bk{

In re ,Debtor


B6H (Official Form 6H) (12/07)

Provide the information requested concerning any person or entity, other than a spouse in a joint case, that is also liable on any debts listedby debtor in the schedules of creditors. Include all guarantors and co-signers. If the debtor resides or resided in a community property state,commonwealth, or territory (including Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington, orWisconsin) within the eight year period immediately preceding the commencement of the case, identify the name of the debtor's spouse and ofany former spouse who resides or resided with the debtor in the community property state, commonwealth, or territory. Include all names usedby the nondebtor spouse during the eight years immediately preceding the commencement of this case. If a minor child is a codebtor or a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. §112 and Fed. R. Bankr. P. 1007(m).

Check this box if debtor has no codebtors.

NAME AND ADDRESS OF CODEBTOR NAME AND ADDRESS OF CREDITOR

continuation sheets attached to Schedule of Codebtors

SCHEDULE H - CODEBTORS


0

DRI CorporationAttn: Managing Agent4018 Patriot DriveOne Park Center, Ste 100Durham, NC 27703

Guarantor

BHC Interim Funding III, L.P.Attn: Managing Agent444 Madison Ave., 25th FloorNew York, NY 10022


Guarantor

BHC Interim Funding III, LP444 Madison AvenueNew York, NY 10022

TwinVision of North America, Inc.Attn: Managing Agent4018 Patriot DriveOne Park Center, Suite 100Durham, NC 27703

Co-Borrower



Co-Borrower

BHC Interim Funding III, LP444 Madison AvenueNew York, NY 10022


B6 Declaration (Official Form 6 - Declaration). (12/07)



DECLARATION CONCERNING DEBTOR'S SCHEDULES

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chairman and CEO of the corporation named as debtor in this case, declare under penalty of perjurythat I have read the foregoing summary and schedules, consisting of 25 sheets, and that they are true and correctto the best of my knowledge, information, and belief.

Date March 25, 2012 Signature /s/ David L. TurneyDavid L. TurneyChairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.18 U.S.C. §§ 152 and 3571.





DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR(S)1. Pursuant to 11 U.S.C. § 329(a) and Bankruptcy Rule 2016(b), I certify that I am the attorney for the above-named debtor and that

compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or tobe rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows:

For legal services, I have agreed to accept $ 48,000.00

Prior to the filing of this statement I have received $ 48,000.00

Balance Due $ 0.00

2. The source of the compensation paid to me was:

Debtor Other (specify):

3. The source of compensation to be paid to me is:

Debtor Other (specify):

4. I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm.

I have agreed to share the above-disclosed compensation with a person or persons who are not members or associates of my law firm. Acopy of the agreement, together with a list of the names of the people sharing in the compensation is attached.

5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including:

a. Analysis of the debtor's financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy;b. Preparation and filing of any petition, schedules, statement of affairs and plan which may be required;c. Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof;d. [Other provisions as needed]

6. By agreement with the debtor(s), the above-disclosed fee does not include the following service:Fees as pursuant to Local Rule 2016-1, a copy of which has been provided to the debtor.

CERTIFICATION

I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) inthis bankruptcy proceeding.

Dated: March 25, 2012 /s/ John A. Northen, NCSBJohn A. Northen, NCSB 6789Northen Blue, L.L.P.1414 Raleigh Road, Suite 435P.O. Box 2208Chapel Hill, NC 27515-2208(919) 968-4441



}bk1{List of Equity Security Holders}bk{


In re ,Debtor

Case No.

Chapter 11


Following is the list of the Debtor's equity security holders which is prepared in accordance with Rule 1007(a)(3) for filing in this chapter 11 case.

Name and last known addressor place of business of holder

SecurityClass

Numberof Securities

Kind ofInterest

continuation sheets attached to List of Equity Security Holders

LIST OF EQUITY SECURITY HOLDERS

0


Common 100000 100%

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chairman and CEO of the corporation named as the debtor in this case, declare under penalty of perjury that I haveread the foregoing List of Equity Security Holders and that it is true and correct to the best of my information and belief.

Date SignatureMarch 25, 2012 /s/ David L. TurneyDavid L. TurneyChairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.18 U.S.C §§ 152 and 3571.





VERIFICATION OF CREDITOR MATRIX

I, the Chairman and CEO of the corporation named as the debtor in this case, hereby verify that the attached list of creditors is true and

correct to the best of my knowledge.

Date: March 25, 2012 /s/ David L. TurneyDavid L. Turney/Chairman and CEOSigner/Title



}bk1{Creditor Address Matrix}bk{

Accentuate Staffing IncAttn: Managing Agent3200 Fairhill Dr Suite 100Raleigh, NC 27612-3219


Allied ElectronicsAttn: Managing AgentPO Box 2325Fort Worth, TX 76113-2325



AT&TAttn: Managing Agent1 AT&T WayBedminster, NJ 07921



Calsoft Labs, Inc.Attn: Managing Agent2953 Bunker Hill LaneSanta Clara, CA 95054

Cassell Design Group Inc.Attn: Managing Agent905 West Main StreetDurham, NC 27701

CDW Computer Centers Inc.Attn: Managing AgentPO Box 75723Chicago, IL 60675-5723

Central Precision IncAttn: Managing Agent20823 San Mar RoadBoonsboro, MD 21713

Clemson UniversityAttn: Managing Agent125 Lowry Hall Attn TascClemson, SC 29634-0911

Cobb Community TranistAttn: Fran100 Cherokee Street, Suite 410Marietta, GA 30090

Data Graphics IncAttn: Managing Agent3800 Progress BlvdMount Dora, FL 32757

De Lage Landen Financial ServicesAttn: Managing AgentPO Box 41602Philadelphia, PA 19101

Dell Marketing L.P.Attn: Managing AgentPO Box 534118Atlanta, GA 30353-4118

Digi-Key CorporationAttn: Managing AgentPO Box 250Thief River Falls, MN 56701-0250


Durham Area Transit AuthorityAttn: Yvonne1903 Fay StDurham, NC 27704

East Carolina UniversityAttn: Wood DavidsonFinancial Services Bldg120 Reade StGreenville, NC 27858

Electronic Design & Manufacturing CAttn: Managing Agent31 Millrace DriveLynchburg, VA 24502

Employment Security Commission700 Wade AvenueP.O. Box 26504Raleigh, NC 27611

GE Transportation SystemsAttn: Charlie LockePO Box 26610Kansas City, MO 64196

GE Transportation Systems (TOA)Attn: Charlie LockePO Box 26610Kansas City, MO 64196





Hosted SolutionsAttn: Managing Agent4350 Lassiter at North Hills Ave.Suite 280Raleigh, NC 27609

Hosted Solutions, LLCAttn: Managing AgentPO Box 601834Charlotte, NC 28260-1834

Howison & Arnott LLPAttn: Managing AgentPO Box 741715Dallas, TX 75374-1715

Industrial Design IncAttn: Managing AgentPO Box 233Knightdale, NC 27545


Internal Revenue ServiceCentralized Insolvency OperationsP O Box 7346Philadelphia, PA 19101-7346

JLI Electronics IncAttn: Managing AgentPO Box 7Harleysville, PA 19438-0007

K & J EnterprisesAttn: Managing Agent1400 E Geer StreetDurham, NC 27704

Knoxville Area TransitAttn: Cindy McGinnis300 Church AveKnoxville, TN 37915-2590

L-ComAttn: Managing Agent45 Beechwood DriveNorth Andover, MA 08145

Location Technologies IncAttn: Managing Agent6214 Nw Kelly DrParkville, MO 64152

Lynx - Dep. Chief Of OperationsAttn: Managing Agent2500 Lynx LaneOrlando, FL 32804

Mcmaster-Carr Supply CoAttn: Managing AgentPO Box 7690Chicago, IL 60680-7690

Mcpherson MfgAttn: Managing AgentPO Box 1777Hazlehurst, GA 31539



Mouser ElectronicsAttn: Managing AgentPO Box 99319Fort Worth, TX 76199-0319

NC Department of Revenue501 N Wilmington StreetP.O. Box 25000Raleigh, NC 27640-5000

Newark InoneAttn: Managing AgentPO Box 94151Palatine, IL 60094-4151

NJ Transaction ConferenceAttn: Managing Agent460 Elm StreetStirling, NJ 07890-1126

Opto VisionAttn: Managing Agent9, Rue Boudeville-Z.I Thibaud

Parker Hannifin Electronic ControlsAttn: Managing AgentPO Box 9600 StaToronto, ON M5W 1P8 CANADA


Pctel Formally-Sparco Technologies InAttn: Managing Agent12955 Collections Center DriveChicage, IL 60693

Piedmont Litho IncorporatedAttn: Managing Agent3116 Hillsborough StreetPO Box 5092Raleigh, NC 27650

PPTAAttn: Managing Agent600 North Third Street Fourth FloorHarrisburg, PA 17101-1113



Property Reserve, Incc/o Colliers PinkardPO BOX 409091Atlanta, GA 30384-9091



Shumate Mechanical Raleigh, Inc.Attn: Managing Agent5201 Old Poole RoadRaleigh, NC 27610

SiTec Business ServicesAttn: Managing AgentPO Box 41602Philadelphia, PA 19101

SiTec Services, LLCAttn: Managing AgentPO Box 41602Philadelphia, PA 19101-1602

StorQuest Self StorageAttn: Managing Agent1100 Davis StreetSan Leanardo, CA 94577


Techwood Media LLCAttn: Managing Agent1213 Wilmette Avenue, Suite 210Wilmette, IL 60091

Tecrep ServicesAttn: Managing Agent125 Pit RoadMooresville, NC 28115

Tele Atlas North America, IncAttn: Managing Agent11 Lafayette StreetLebanon, NH 03766

Tennessee Public Transportation AssocAttn: Managing Agent400 Charlotte Ave Ste 100Nashville, TN 37219

Tessco TechnologiesAttn: Managing AgentPO Box 102885Atlanta, GA 30368-2885

Time Warner CableAttn: Managing Agent2450 Perimeter Park DriveMorrisville, NC 27560

Tower Fasters Co IncAttn: Managing Agent1690 North Ocean AveHoltsville, NY 11742

Triangle Transit AuthorityAttn: BobbieP.O. Box 13787RTP, NC 27709

TUV Rheinland Of North America, Inc.Attn: Managing Agent#12 Commerce RoadNewtown, CT 06470


UlineAttn: Managing Agent2200 S. Lakeside DrWaukegan, IL 60085

Unlimited Services Of Wisconsin IncAttn: Managing AgentPO Box 170Oconto, WI 54153



Verizon WirelessAttn: Managing Agent701 Brookfield ParkwayGreenville, SC 29606

Virginia Transit AssociationAttn: Jason Arkian1108 E. Main Street, Ste 1108Richmond, VA 23219

Visionhitech Co LtdAttn: Managing AgentVision Bldg 150-3 Simgok-Dong WonBuchon-City,Kyunggi-Do 420-822 S KOREA



West Contra Costa TransitAttn: Charles Anderson601 Walter AvenuePinole, CA 94564

Wilmore Electronics CompanyAttn: Managing AgentPO Box 1329Hillsborough, NC 27278




CORPORATE OWNERSHIP STATEMENT (RULE 7007.1)

Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualificationor recusal, the undersigned counsel for Digital Recorders, Inc. in the above captioned action, certifies that the followingis a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more ofany class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1:DRI CorporationAttn: Managing Agent4018 Patriot DriveOne Park Center, Ste 100Durham, NC 27703

None [Check if applicable]

March 25, 2012 /s/ John A. Northen, NCSBDate John A. Northen, NCSB 6789

Signature of Attorney or LitigantCounsel for Digital Recorders, Inc.Northen Blue, L.L.P.1414 Raleigh Road, Suite 435P.O. Box 2208Chapel Hill, NC 27515-2208(919) 968-4441



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