UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION IN RE: AIREDALE PRESS, INC. CHAPTER 7 CASE NO. 97-11346-8P7 DEBTOR _____________________/ CATHERINE F. MOSS, TRUSTEE, Plaintiff, ADV. PRO. 98-180 v. JAMES RICHARD CAMPBELL, KINDRED SPIRIT PRESS, INC., a foreign corporation, and AERO-MEDIA U.S.A., INC., a Florida Corporation, Defendants ___________________________________________/ SECOND AMENDED COMPLAINT TO RECOVER FRAUDULENT TRANSFERS, TO AVOID PREFERENTIAL TRANSFERS, FOR TURNOVER OF PROPERTY, ACCOUNTING AND RELATED RELIEF Plaintiff, Catherine F. Moss, Trustee sues Defendants James Richard Campbell, Aero-Media U.S.A., Inc. and Kindred Spirit Press, Inc. and states: GENERAL ALLEGATIONS AS TO ALL COUNTS 1. This is an action to set aside Fraudulent Transfers pursuant to 11 U.S.C. Sec. 548, 544 and Florida Statutes Chapter 726, to set aside Preferential Transfers pursuant to 11 U.S.C. Sec. 547, for Turnover of property in possession of Defendants pursuant to 11 U.S.C. Sec. 542, for Accounting, and for related relief pursuant to 11 U.S.C. Secs. 549 and 550. 2. This is a Core Proceeding and this Court has jurisdiction pursuant to 28 U.S.C. Sec. 157, 28 U.S.C. Sec. 1334 and Fed. R. Bank P. 7001. 3. The Debtor, Airedale Press, Inc., is a Florida corporation. 4. Defendant, Aero-Media U.S.A., Inc. ("Aero") is a Florida Corporation with its principal place of business in Polk County, Florida. 5. Defendant, Kindred Spirit Press, Inc., ("Kindred") is a Missouri corporation with its sole place of business in Polk County, Florida. 6. Defendant, James R. Campbell (Campbell) is a Resident of Polk County, Florida, is the principal and majority shareholder of Debter, and is sole shareholder of Aero and Kindred. He is sole Officer and Director of all three corporations. 7. On or about July 10, 1997, Debtor filed a Chapter 7 Petition in the United States Bankruptcy Court for the Middle District of Florida in Case No. 97-11346-8P7, and Plaintiff was thereafter appointed as qualified and acting Trustee. 8. The Debtor, Airedale Press, Inc. owned and operated the publication known as "U.S. Aviator Magazine" (f/k/a Gulf Coast Aviator) continuously from its inception in November, 1989 as shown by Exhibit B which is a copy of the masthead of Vol I, Issue 1 and Vol.II, issue 1 (Nov. '89 and Jan. '90) 9. Prior to and within the year preceding the filing of the Petition, Debtor owned various tangible and intangible property as described more particularly in Exhibit A, all of which has been transferred to Defendants. COUNT I SET ASIDE FRAUDULENT TRANSFERS, SEC. 548(a)(1) CAMPBELL, AERO and KINDRED Plaintiff sues Defendants Campbell, Aero and Kindred and states: 10. This is an action to set aside Fraudulent Transfers pursuant to 11 U.S.C. Sec. 548(a)(1). 11. Within one year prior to the filing of the Petition, Airedale Press, Inc. transferred to Defendants Campbell, Kindred and Aero for no valuable consideration, certain tangible and intangible personal property consisting of all business assets of value of Debtor and its business "U.S. Aviator Magazine" as more particularly described herein and in Exhibit A. 12. The transfers to Defendants herein alleged were made with actual intent to hinder, delay and defraud existing and anticipated creditors in violation of Code Sec. 548(a)(1). 13. There are creditors of the Debtor who have allowable claims against it which claims were in existence at the time of said transfers. 14. Commencing during the year before the Petition herein, the business and business assets of Debtor have been transferred to Defendants and the business of U.S. Aviator operated as: A. Kindred Spirit Press, Inc., claiming to be the new "owner" of U.S. Aviator commencing in approximately February, 1997; B. James R. Campbell d/b/a/ Aero-Media, Inc. (a nonexistent corporation); C. James R. Campbell d/b/a Aero-Media U.S.A., Inc. (a nonexistent corporation); D. Aero-Media U.S.A., Inc. Each entity successively has received and expended subscription and advertising proceeds which were the property of Debtor, Airedale Press, Inc. 15. Campbell falsely testified during the 341 meeting of Debtor that the corporation, Aero-Media U.S.A., Inc. had been formed and operated "U.S. Aviator Magazine" when in fact it had not been formed and Campbell himself was operating the business personally. Defendant Aero in fact became a co-transferee upon its formation. 16. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. 17. In addition to the general transfers of assets heretofore described, Debtor Airedale Press, Inc. transferred to Defendants the following: A. As shown by Exhibit C, on November 13, 1996 the sum of $10,000 to Kindred by Check Number 9839 and on December 5, 1996 the sum of $20,000 to Kindred by Check Number 9820. Additional sums totalling in excess of $50,000 were deposited at various times in smaller transactions including Mastercard/VISA merchant credits and subscription proceeds of Debtor deposited directly to Kindred's account. B. Various sums of cash paid to Campbell or for his benefit by Debtor, Airedale Press, Inc. during the year preceding the Petition including all of his personal utility bills, rent, clothing, food, travel, insurance, gas and personal credit cards and other expenses. C. After executing the Petition herein on July 3, 1997 and prior to its filing on July 10, 1997, Campbell exhausted the checking account of Debtor of its $1500.00 balance by issuing checks of no benefit to the Debtor, including Check # 6111 in the amount of $500 to "Cash" for a trip by Campbell to Arlington, Washington and Check # 6112, to Computer City for "Equipment" which was received by Campbell personally. (Exhibit D) D. Operating expenses of Kindred including staff, rent, supplies and other expenses when the facilities and assets of Debtor were used and expended in the operation of Kindred's book-publishing operation from approximately October, 1996 through March, 1997 and thereafter. WHEREFORE, Trustee requests the Court to enter Judgment against all Defendants determining that the transfers herein described are voidable pursuant to 11 U.S.C. Sec. 548(a)(1), for the return of the said properties or, in the alternative, for money judgment for their value, and for such other and further relief as this Court may deem just and proper including relief pursuant to 11 U.S.C. Sec. 550. COUNT II SET ASIDE FRAUDULENT TRANSFERS, SEC. 548(a)(2) CAMPBELL, AERO and KINDRED Plaintiff sues Defendants Campbell, Aero and Kindred and states: 18. Plaintiff realleges the allegations of Paragraphs 11, 14, 15, 16, 17 and 18. 19. This is an action to set aside Fraudulent Transfers pursuant to Code Sec. 548(a)(2). 20. Within one year prior to the filing of the Petition, Airedale Press, Inc. transferred to Defendants Campbell, Kindred and Aero, for no valuable consideration, certain tangible and intangible personal property consisting of all business assets of value of Debtor and its business, "U.S. Aviator Magazine"as more particularly described herein and in Exhibit A. 21. At the time of such transfer, the property transferred had a value as follows: A. The magazine "U.S. Aviator," its subscriber lists, advertising contracts, trade name and associated publishing rights: in excess of $100,000.00; B. Mooney N20AV and Preceptor Pup: in excess of $50,000.00 (book value $29,000.00 per balance sheets Ex. E); C. Inventory (See Ex. A) $10,000.00 as reflected in sale contract; D. Equipment and miscellaneous: in excess of $50,000.00. 22. All of the transfers to, by and for the benefit of Campbell, Aero and Kindred occurred within a year prior to the Chapter 7 Filing herein or said filing was within a year after the perfection or consummation thereof. 23. In each case, the Debtor received less than "reasonably equivalent value" within the meaning of Code Sec. 548(a)(2) in exchange therefor. 24. The Debtor was at all pertinent times insolvent or became insolvent as the result of said transfers in that after such transfers the fair value of the property remaining in the ownership of the Debtor was less than the sum of its debts. 25. In addition, the Debtor continued to do business as a publisher and at the time of the transfers intended to incur debts which were beyond its ability to pay as they matured within the meaning of Sec. 548(a)(2). After such transfers Debtor incurred debts which remain unpaid and which are claims allowable under 11 U.S.C. Sec. 502. 26. At the time of such transfers, Debtor was engaged in business as a publisher and continued such business for some time thereafter. The property remaining in the ownership and control of the Debtor after the transfers was unreasonably small capital. 27. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. WHEREFORE, Trustee requests the Court to enter Judgment against all Defendants, determining that the transfers herein described are voidable pursuant to 11 U.S.C. Sec. 548(a)(2), for the return of the said properties or, in the alternative, for money judgment for their value, and for such other and further relief as this Court may deem just and proper including relief pursuant to 11 U.S.C. Sec. 550. COUNT III SET ASIDE PREFERENTIAL TRANSFERS, SEC. 547 CAMPBELL AND KINDRED Plaintiff sues Defendants Campbell and Kindred and states: 28. This is an action to set aside transfers voidable under 11 U.S.C. Sec. 547. 29. Plaintiff realleges Paragraphs 14, 15, 16, 17 and 18. 30. Campbell and Kindred are "Insiders" within the meaning of 11 U.S.C. Sec. 547(b)(4)(B). 31. Within one year prior to the filing of the Petition, Airedale Press, Inc. transferred to Defendants Campbell and Kindred, all of the funds and tangible and intangible property property consisting of all business assets of value of Debtor as more particularly described herein and in Exhibit A. 32. In addition to the general transfers of assets heretofore described, Debtor Airedale Press, Inc. transferred to Defendants for no consideration the following: A. As shown by Exhibit C, on November 13, 1996 the sum of $10,000 to Kindred by check number 9839 and on December 5, 1996 the sum of $20,000 to Kindred by check number 9820. Additional sums totalling in excess of $50,000 were deposited in smaller transactions including Mastercard/VISA merchant credits and subscription proceeds of Debtor deposited directly to Kindred's account. B. Various sums of cash paid to Campbell or for his benefit by Debtor, Airedale Press, Inc. during the year preceding the Petition including all of his personal utility bills, rent, clothing, food, travel, insurance, gas and personal credit cards and other expenses. C. After executing the Petition herein on July 3, 1997, Campbell exhausted the checking account of Debtor of its balance of some $1500 by checks of no benefit to the liquidating Debtor, including Check # 6111 in the amount of $500 to "Cash" for a trip to Arlington, Washington and Check # 6112, to Computer City for "Equipment" which was received by Campbell personally and not the Debtor. (Exhibit D) D. Operating expenses of Kindred including staff, rent, supplies and other expenses when the facilities and assets of Debtor were used and expended in the operation of Kindred's book-publishing operation from approximately October, 1996 through March, 1997. 33. Campbell has claimed to be a creditor of Debtor in sums exceeding $300,000.00 in undeclared compensation and loans not on the company books, and has testified that Kindred was a creditor of Debtor, having loaned it various moneys. 34. To the extent Defendants may claim that the transfers described herein were in consideration of some indebtedness or claim owed to Defendants, the same are voidable within the provisions of Sec. 547 in that: A. They were made to Defendants, "insiders" within the meaning of Sec. 547(b)(4), within one year prior to the filing of the Chapter 7 Petition herein; B. Were made to or for the benefit of an unsecured creditor; C. Were made on account of an antecedent debt, within the meaning of Sec. 547(b)(2); D. Were made at a time when the Debtor was insolvent (which it was and was known by Defendants to be, at all times in the year preceding filing and long theretofore); and E. The said transfer enabled the creditor to receive more than such creditor would receive had the transfer not been made and creditor received payment under Chapter 7, within the meaning of Sec 547(b)(5). 35. By reason of the intermingling of the businesses and assets of Debtor and Defendants and their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Preferential Transfers of most of the assets described in Exhibit A, and the Defendants are jointly and severally liable therefor. WHEREFORE, Trustee requests the Court to enter Judgment against Defendants Kindred and Campbell, determining that the transfers of funds and property herein described were preferential pursuant to 11 U.S.C. Sec. 547(A)(2), for money judgment for the funds and value of the property, and such other and further relief as this Court may deem just and proper including relief pursuant to 11 U.S.C. Sec. 550. COUNT IV TO COMPEL TURNOVER OF PROPERTY, SEC. 542 CAMPBELL, AERO AND KINDRED 36. This is an action to compel Turnover of Property pursuant to11 U.S.C. Sec. 542. 37. Plaintiff realleges the allegations of paragraphs 14, 15, 16, 17 and 18. 38. Defendants are in possession of tangible personal property of the Debtor as described in Exhibit A ("Tangible Property"), which Property is wrongfully withheld from the Trustee and which is Property that the Trustee may use, sell or lease under 11 U.S.C. Sec. 363. 39. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. WHEREFORE, Trustee requests the Court to enter Judgment against Defendants Campbell and Kindred and Aero, determining that the Property in their possession is Property of the Estate, and for Turnover of the Property, and for such other and further relief as this Court may deem just and proper. COUNT V FOR ACCOUNTING OF FUNDS AND PROCEEDS, SEC. 542 CAMPBELL, AERO AND KINDRED 40. This is an action for an Accounting of funds and proceeds pursuant to11 U.S.C. Sec. 542. 41. Plaintiff realleges the allegations of paragraphs 14, 15, 16, 17 and 18. 42. Defendants have received and withhold from Trustee funds of the Debtor from the operations of Debtor's business, U.S. Aviator Magazine and from the sale of some of its tangible property described in Exhibit A ("Tangible Property"). To the extent they are sale proceeds, the funds are the proceeds of Property that the Trustee was entitled to use, sell or lease under 11 U.S.C. Sec. 363. 43. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. 44. Defendants have intercepted and received funds of the estate which are the proceeds of subscription sales of the Debtor's magazine "U.S. Aviator," advertising sales from same and proceeds of distributor sales of same. Plaintiff is entitled to require Defendants to Account therefor pursuant to 11 U.S.C. 542(a). WHEREFORE, Trustee requests the Court to enter its Judgment against Defendants Campbell and Kindred and Aero, determining that aforesaid funds are Property of the Estate, and requiring Defendants to Account for same, and upon said Accounting additional relief enforcing Trustee's rights as the Court may deem just and proper. COUNT VI SET ASIDE FRAUDULENT TRANSFERS, Sec. 544 F.S. Sec. 726.105 and 726.106 45. This is an action to set aside Fraudulent Transfers pursuant to 11 U.S.C. Sec. 544 and Florida Statutes Secs. 726.105 and 726.106 46. Within one year prior to the filing of the Petition, Airedale Press, Inc. transferred to Defendants Campbell, Kindred and Aero for no valuable consideration, certain tangible and intangible personal property consisting of all business assets of value of Debtor and its business "U.S. Aviator Magazine" as more particularly described herein and in Exhibit A. 47. In addition, during early 1995, Airedale Press, Inc. transferred to Kindred and Campbell additional assets consisting of the publication known as "Sportplane Resource Guide" and all of its contents and work-in-progress (largely consisting of matter previously published in Debtor's publication, U.S. Aviator Magazine). The publication had been previously advertised as a publication of Debtor, all of its expenses and the staff work and time in its creation had been paid and performed by Airedale Press, Inc. staff, and the operations of that publication were intermingled with those of Debtor so as to preclude identification of a separate entity or business. 48. Commencing during the year before the Petition herein, the business and business assets of Debtor have been transferred to Defendants and the business of U.S. Aviator operated as: A. Kindred Spirit Press, Inc., claiming to be the new "owner" of U.S. Aviator commencing in approximately February, 1997; B. James R. Campbell d/b/a/ Aero-Media, Inc. (a nonexistent corporation); C. James R. Campbell d/b/a Aero-Media U.S.A., Inc. (a nonexistent corporation); D. Aero-Media U.S.A., Inc. Each Defendant successively has received and expended subscription and advertising proceeds which were the property of Debtor, Airedale Press, Inc. 49. Campbell testified during the 341 meeting of Debtor that the corporation, Aero-Media U.S.A., Inc. had been formed and operated "U.S. Aviator Magazine" when in fact it had not been formed and Campbell himself was operating the business personally. Defendant Aero in fact became a co-transferee upon its formation. 50. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. 51. In addition to the general transfers of assets heretofore described, Debtor Airedale Press, Inc. transferred to Defendants for no consideration the following: A. As shown by Exhibit C, on November 13, 1996 the sum of $10,000 to Kindred by check number 9839 and on December 5, 1996 the sum of $20,000 to Kindred by check number 9820. Additional sums totalling in excess of $50,000 were deposited at various times in smaller transactions including Mastercard/VISA merchant credits and subscription proceeds of Debtor deposited directly to Kindred's account. B. Various sums of cash paid to Campbell or for his benefit by Debtor, Airedale Press, Inc. during the year preceding the Petition including all of his personal utility bills, rent, clothing, food, travel, insurance, gas and personal credit cards and other expenses. C. After executing the Petition herein on July 3, 1997 and prior to its filing on July 10, 1997, Campbell exhausted the checking account of Debtor of its $1500.00 balance by issuing checks of no benefit to the Debtor, including Check #6111 in the amount of $500 to "Cash" for a trip by Campbell to Arlington, Washington and Check # 6112, to Computer City for "Equipment" which was received by Campbell personally. (Exhibit D) D. Operating expenses of Kindred including staff, rent, supplies and other expenses when the facilities and assets of Debtor were used and expended in the operation of Kindred's book-publishing operation from approximately October, 1996 through March, 1997 and thereafter. 52. The aforesaid Transfers were fraudulent and voidable pursuant to Florida law in that: A. Under Section 726.105(1)(a): They were made with actual intent to hinder, delay and defraud creditors of Debtor within the meaning of Sec. 726.105(1)(a), including actual and anticipated creditors. B. Under Section 726.105(1)(b): They were made without receiving reasonably equivalent value in exchange for the transfer, and the Debtor was engaged in and about to engage in a business and in transactions for which the remaining assets of Debtor were unreasonably small in relation to the business or transaction, within the meaning of that section, and at a time when Debtor intended to incur or reasonably should have believed it would incur, debts beyond its ability to pay as they became due. C. Section 726.106(1): The Transfers heretofore alleged were made by Debtor when there existed actual Creditors existing prior thereto and were made without receiving reasonably equivalent value in exchange therefor, and Debtor was insolvent at the time thereof or became insolvent as a result thereof. D. Section 726.106(b): Defendants claim to be Creditors of Debtor and their debts, if any, were antecedent and the Transfers were made to Defendants ("insiders") at a time when Debtor was insolvent and Defendants knew of such insolvency, and there existed creditors whose claims arose before the Transfers. 53. Defendants are "Affiliates" within the meaning of Florida Statutes Sec. 726.102(1) and "Insiders" within the meaing of Sec. 726.102(7). 54. Plaintiff is entitled to and demands the relief set forth in Sec. 726.108 as is within the Court's jurisdiction as a Core proceeding as to all of such transfers. Wherefore, Plaintiff requests that this Court enter its Judgment finding that the subject Transfers are voidable and Fraudulent, and that the tangible and intangible Property so transferred be determined to be Property of the Estate, and for such other relief as the Court deems just and proper including relief pursuant to Sec. 726.108, Florida Statutes and including relief pursuant to 11 U.S.C. Sec. 550. COUNT VII ALTER EGO/"MERE INSTRUMENTALITY" TO REACH ASSETS OF COMMINGLED ENTITY AND OPERATIONS, Sec. 544 CAMPBELL, KINDRED AND AERO 55. This is an action by the Trustee as hypothetical lien creditor pursuant to Sec. 544(a)(1) and hypothetical creditor with execution rights pursuant to Sec. 544(a)(2) and under 544(b), to reach property in possession and control of Defendants 56. Campbell has so commingled the operations, assets, funds and identity of his personal businesses, the Debtor, Aero and Kindred (including those conducted ostensibly under legal entities) and his personal finances and activities as to render the corporate Defendants a mere instrumentality and alter ego of Campbell and to subject Campbell's assets and business operations to the claims of creditors of the Debtor, including Plaintiff as Trustee and in its aforesaid capacity, in that: A. Debtor has at all times paid all of Campbell's personal bills and expenses; B. Campbell has shown and reported no income or only nominal income despite receipt of payment of all expenses, of personal property, clothing, lodging, utilities, insurance, clothing, meals, rent, personal effects, transportation, maintenance, travel, telephone and long-distance charges, miscellaneous cash, personal property and increases to value of property and all other personal expenses paid by Debtor; C. Campbell has freely used the accounts, funds, credit cards and accounts of Debtor in place of and as a substitute for personal accounts and has without exception deducted all such expenses as taxable expense of Debtor, even where entirely personal in nature; D. Has transferred funds and property, tangible and intangible, out of Debtor and between Debtor and other entities controlled by Campbell; E. Has used facilities, personnel, equipment, locus of operations, funds and intangible rights of Debtor for projects and enterprises of Campbell and other controlled entities other than Debtor, without compensation to Debtor; F. Has incurred debts and expenses chargeable to Debtor (and indeed listed as sums due Creditors of the Estate) although the same are personal in nature or related solely to unrelated enterprises; G. Has disregarded the separate corporate identity of Debtor and other commingled enterprises; H. Has conducted business operations a corporation when no corporation existed and disguising the sole proprietorship nature of those operations by misrepresenting the existence and names of corporations and businesses. I. So intermingling the operations, assets and funds of himself as a sole proprietor and purported business entities that it is impossible to separate or account for the rights, properties and assets of the various entities. These commingled legal and financial operations include Campbell's assertions that "U.S. Aviator Magazine" is "his" magazine and he owns it and it entitled to operate it, to enforce its contracts and take possession of its subscriber lists and other valuable assets as its "owner" This claim is made and Campbell treats the business assets as his own, despite the fact that the "U.S. Aviator Magazine" business was held out to be a corporation, that its banking, tax returns, government filings, copyrights, litigation, all financial and legal transactions were conducted in the name of the Debtor corporation. 57. Kindred has under the control of Campbell so commingled its business operations as to be an alter ego and instrumentality of Campbell and Debtor, in that: A. During 1994, Debtor undertook to publish an annual periodical to be known as the "Sportplane Resource Guide" (SRG) which was a compilation of previous material published in and copyright owned by Debtor, plus a few additional chapters by others. The publication was advertised by Debtor and sold by Debtor as its publication. B. All of the expenses of publication up to early 1995 when it was substantially complete were borne by the Debtor up to near-completion and readiness for printing. C. In early 1995, a separate corporation (Kindred) was formed for the purpose of printing and selling the SRG with Campbell as a 50% owner. D. During 1996. Campbell acquired a 100% ownership interest in Kindred. Subsequently, all semblance of separate identity was ignored and the assets and operations of the SRG and Airedale were commingled, intermingled and no proper accounting therefor made. E. From August, 1996 to July, 1997, all expenses were intentionally imposed, insofar as possible, upon creditors of Airedale and left unpaid, and all funds and assets to be protected were transferred to and maintained in Kindred as a repository safe from Airedale creditors. Indeed, Kindred was represented to be the new publisher of U.S. Aviator, Airedale's magazine. 58. Accordingly, Plaintiff in her capacity as hypothetical creditor and related extraordinary capacities pursuant to 11 U.S.C. Sec. 544 is entitled to possession of all properties and assets and rights associated with the commingled operations, which properties include those described in Exhibit A. Wherefore, Plaintiff requests that this Court enter its Judgment finding that Defendants and the Property in their possession and control are subject to the indebtedness and obligations of Debtor, that Plaintiff is entitled to all property and funds of the commingled and joint entity consisting of Debtor and Defendants, for money judgment against Defendants and for such other relief as the Court may deem just and proper including relief pursuant to 11 U.S.C. Sec. 550. COUNT VIII TO SET ASIDE POSTPETITION TRANSFERS, Sec. 549 CAMPBELL, KINDRED AND AERO 59. This is an action to Set Aside Postpetition Transfers pursuant to 11 U.S.C. Sec. 549. 60. Defendants are in possession of all of the business property of Debtor (Exhibit A) and purport to operate the business of Debtor, U.S. Aviator Magazine. 61. The transfer of some of the subject assets may have occurred subsequent to the filing of the Petition on or about July 10, 1997. More particularly, all transfers of Estate property to Aero occurred postpetition, whether as original or subsequent transferee. 62. Subsequent to the Petition, Campbell and Aero caused the business operation of Debtor, U.S. Aviator Magazine, to advertise for funds from the public for subscriptions, for advertising and other purposes, but which on receipt were not delivered to the Trustee but were transferred to Defendants. 63. The subject transfers and transactions were made without Court or Trustee approval and may be set aside pursuant to 11 U.S.C. Sec. 549(1). 64. By reason of the intermingling of the businesses and assets of the corporate Defendants, their joint actions through Campbell and the false statements and testimony of Campbell, it is impossible to determine the ultimate transferee of the Assets, and all Defendants are jointly and severally liable therefor. Wherefore, Plaintiff requests that this Court enter its Judgment finding that the subject Postpetition Transfers are voidable, and that the tangible and intangible Property so transferred be determined to be Property of the Estate, and for such other relief as the Court deems just and proper including relief pursuant to 11 U.S.C. Sec. 550. I hereby certify that a true and correct copy hereof has been furnished, by U.S. Mail, postage prepaid, to Buddy D. Ford, Esq., 115 N. MacDill Ave., Tampa, FL 33634; Catherine F. Moss, Trustee, P.O. Box 58082, St. Petersburg, FL 33715-8082 and to the Clerk, Bankruptcy Court, Middle District of Florida, this 15th Day of October, 1998. Anthony E. Pucillo, P.A. Attorney for Trustee, Catherine F. Moss 12795 Wilderness Dr. Palm Beach Gardens, FL 33418 (561) 626-0999/626-9636 FAX ______________________________ Anthony E. Pucillo FL BAR# 175532 Exhibit A ASSETS OF AIREDALE PRESS, INC. d/b/a U.S. Aviator Magazine TANGIBLE PROPERTY (a) Computers, software, printers and publishing and related equipment of a value in excess of $40,000.00, all of which were purchased with and by the Debtor and used in conjunction with the publication of U.S. Aviator magazine (Ex A-1 is an obsolete partial listing but all computer items have been upgraded and replaced.) (b) Aircraft including a 1962 Mooney Reg. # N92AV and a Preceptor Aircraft experimental aircraft. Both aircraft were "project" aircraft of the magazine and advertised as such; (i) Mooney N92AV purchased for some $29,000 using cash from Airedale Press, Inc. and the proceeds of a bank loan. All loan installments from inception, all maintenance, hangaring and operating expense and renovation improvements of a value exceeding $75,000 were paid by Airedale Press, Inc. (ii) Preceptor "Pup" kit aircraft obtained by swap of advertising. As shown by Exhibit E, the aircraft were at all times carried on the books of the corporation, depreciated as corporate assets on income tax returns, and Campbell reflected no income of any kind indicating transfer of aircraft in kind or in cash (c). All of the furniture, fixtures, equipment, inventory and tangible property of the Debtor used in its business and associated therewith; (i) Inventory included back issues of the magazine valued at $10,000; hats, T-shirts and other sale items; (ii) Equipment included computers, desks, chairs, furnishings, leasehold property, furnishings, monitors, printers, cameras, lenses and related accessories, computer accessories, software and related items, of which A-1 is an example but excludes later-acquired computer and related equipment exceeding $40,000 in value. (d) Cash. (e) Tangible original and all reproductions of subscriber lists and contracts and advertiser contracts and other agreements and contracts associated with U.S. Aviator or Airedale Press, Inc. (f) Files and papers. (g) Other property not yet known but subject to discovery. U.S. AVIATOR INTANGIBLE PROPERTY (a) the trade name "U.S. Aviator." (b) all subscriber lists and contracts; (c) all advertiser contracts and obligations; (d) proceeds of all advertising and other sales, both prior to and subsequent to the Petition; (e) the telephone numbers, Internet publications and addresses and resources, licenses, trade and service names and marks and similar intangibles; (f) relationships with trade entities and shows and priority for display and vendor status which is based on seniority and continuous use including booths at Sun & Fun, Inc. National Fly-In, The Experimental Aircraft Association Fly-In in OshKosh, Wisconsin, the Copperstate and Arlington Fly-ins and similar events, at which Campbell has pretended to be the owner and operator of U.S. Aviator magazine, the publication of the Debtor; (g) U.S. Postal Service second-class mailing permit of U.S. Aviator magazine, arising from continuous publishing activity and delivery of periodicals and essential to the operation of the magazine; (h) copyrights in and to all of the contents of previous issues and publications, including copyrightable creative matter, graphics, fictional and semifictional characters and depictions; (i) accounts and receivables arising from operation of the business of U.S. Aviator Magazine at any time including proceeds of subscription contracts and ad contracts. (j) the creative matter, content, tradename and other copyrightable or protectable matter associated with Sportplane Resource Guide, an original publication of Airedale Press, Inc. (k) copyrighted text, graphics and photos and artwork, trademarks and service marks and goodwill, telephone listings and numbers, mailing permits and rights, Internet publications and text, Web pages and registrations, rights in and to the contents of books and publications ostensibly published by Kindred, photographs and graphics, databases and other proprietary matter and information, merchant and bank and financial accounts, leasehold and possessory interests associated with the business of the Debtor, Airedale Press, Inc. and its publications including "U.S. Aviator Magazine" and related enterprises. (l) Other property not yet known but subject to discovery.