Exhibit 99.3

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case

		Document	Explanation	Affidavit/Supplement
REQUIRED DOCUMENTS	Form No.	Attached	Attached	Attached
Schedule of Cash Receipts and Disbursements	MOR-1	X
Bank Reconciliation (or copies of debtor's bank reconciliation)	MOR-1a	X
Schedule of Professional Fees Paid	MOR-1b	X
Copies of bank statements		X
Cash disbursements journals		N/A
Statement of Operations	MOR-2	X
Balance Sheet	MOR-3	X
Status of Postpetition Taxes	MOR-4	X
Copies of IRS Form 6123 or payment receipt		None
Copies of tax returns filed during reporting period		None
Summary of Unpaid Postpetition Debts	MOR-4	X
Listing of aged accounts payable	MOR-4	None
Accounts Receivable Reconciliation and Aging	MOR-5	X
Debtor Questionnaire	MOR-5	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.


Signature of Debtor		Date


Signature of Joint Debtor		Date

Daryl Holcomb		June 30, 2011
Signature of Authorized Individual *		Date
Signature of Authorized Individual *

Daryl K. Holcomb		Vice President & Chief Financial Officer
Printed Name of Authorized Individual		Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

	Bank Accounts									Current Month					Cumulative Filing to Date
	Operating			Payroll		Tax		Other		Actual			Projected		Actual			Projected

Cash Beginning of Month	$	1,358,955.32		$	100.00	$	100.00	$	-	$	1,359,155.32		$	-	$	39,997.99		$	-

Receipts	Amount			Amount		Amount		Amount		Amount			Amount		Amount			Amount
Cash Sales	$	-		$	-	$	-	$	-	$	-		$	-	$	-		$	-
Accounts Receivable (1)											-					1,681,581.06
Loans and Advances											-					992,000.00
Sale of Assets											-					10,161,703.97
Other (Attach List)		-			-		-		-		-					42,066.71
Transfers (From DIP Accts.)											-					1,679,599.93
Change in clearings											-					(36.53	)
Total Receipts	$	-		$	-	$	-	$	-	$	-		$	-	$	14,556,915.14		$	-



Disbursements	Amount			Amount		Amount		Amount		Amount			Amount		Amount			Amount
Net Payroll	$	-		$	-	$	-	$	-	$	-		$	-	$	155,078.58		$	-
Payroll Taxes											-					70,021.34
Sales, Use, & Other Taxes											-					2,035.00
Inventory Purchases											-					516,930.24
Secured/Rental/Leases											-					17,932.38
Insurance											-					45,258.12
Administrative		-									-					5,715.62
Selling											-					-
Other (Attach List)		-			-		-		-		-					2,327,044.55
Loan payments											-					7,254,641.60
Owner Draw *											-					-
Transfers (To DIP Accts)		53,352.00					-				53,352.00					1,695,839.99
											-					-
Professional Fees		27,345.16									27,345.16					1,195,457.55
U.S. Trustee Quarterly Fees											-					32,500.00
Court Costs											-					-

Total Disbursements	$	80,697.16		$	-	$	-	$	-	$	80,697.16		$	-	$	13,318,454.97		$	-


Net Cash Flow		(80,697.16	)		-		-		-		(80,697.16	)				1,238,460.17
(Receipts Less Disbursements)



Cash - End of Month	$	1,278,258.16		$	100.00	$	100.00	$	-	$	1,278,458.16		$	-	$	1,278,458.16		$	-

* Compensation to Sole Proprietors for Services Rendered to Bankruptcy Estate

THE FOLLOWING SECTION MUST BE COMPLETED

Disbursements for Calculating U.S. Trustee Quarterly Fees: (From Current Month Actual Column)
Total Disbursements	$	80,697.16
Less: Transfers to Debtor in Possession Accounts		(53,352.00	)
Plus: Estate Disbursements Made by Outside Sources (i.e. from escrow accounts)
Total Disbursements for Calculating U.S. Trustee Quarterly Fees	$	27,345.16

(1) Until October 15, 2010, all receipts were swept by the lender and applied directly to the secured debt.

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

OTHER RECEIPTS & DISBURSEMENTS

	Bank Accounts								Current Month				Cumulative Filing to Date
	Operating		Payroll		Tax		Other		Actual		Projected		Actual			Projected

Other Receipts	Amount		Amount		Amount		Amount		Amount		Amount		Amount			Amount
Interest on escrow funds	$	-	$	-	$	-	$	-	$	-	$	-	$	4.38		$	-
Forward to Zippo Mfg receipts belonging to Zippo										-				(78,378.75	)
Forward to Trenton Aviation receipts belonging to Trenton Aviation										-				(4,507.32	)
Collect other current assets										-				6,252.81
Collect miscellaneous receivables										-				37,591.17
Collect prepaid expenses										-				34,855.08
Transfer from affiliate, RCC, Inc										-				36,385.00
Return of utility deposits										-				9,864.34
Total Other Receipts	$	-	$	-	$	-	$	-	$	-	$	-	$	42,066.71		$	-



Other Disbursements	Amount		Amount		Amount		Amount		Amount		Amount		Amount			Amount
Building & ramp costs	$	-	$	-	$	-	$	-	$	-	$	-	$	4,647.48		$	-
Maintenance costs										-				12,510.15
Transfers to RCLC, Inc. (1)										-				-
401k deposits										-				11,812.72
NJDEP										-				2,500.00
US Customs										-				1,254.40
Prior month reconciling items										-				(750.41	)
Getzler Henrich										-				1,895,050.59
Utilities deposits										-				12,632.00
Utilities										-				3,917.23
Equipment										-				511.20
Professional fees of Greenberg Traurig on behalf of Wells Fargo										-				374,459.91
File copying		-								-				8,046.40
Payment reimbursed by Trenton Aviation		-								-				452.88
										-				-
										-				-
										-				-
Total Other Disbursements	$	-	$	-	$	-	$	-	$	-	$	-	$	2,327,044.55		$	-

(1) Included in transfers to DIP accounts

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

BANK RECONCILIATIONS

Continuation Sheet for MOR-1

	Operating			Tax			Payroll			Other
	Capital One Bank			Capital One Bank			Capital One Bank			Cash on hand
	*			*			*

Balance Per Book		$	1,278,258.16		$	100.00		$	100.00		$	-

Balance Per Bank		$	1,278,258.16		$	100.00		$	100.00		$	-
(+) Deposits in Transit (Attach List)			-			-			-			-
(-) Outstanding Checks (Attach List)			-			-			-			-
Other (Attach Explanation)			-			-			-			-
Adjusted Bank Balance *		$	1,278,258.16		$	100.00		$	100.00		$	-
* Adjusted bank balance must equal
balance per books

Deposits in Transit

Date

Amount

Date

Amount

Date

Amount

Date

Amount

Checks Outstanding

Ck.#

Amount

Ck.#

Amount

Ck.#

Amount

Ck.#

Amount

Other

* Account numbers have been redacted.

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

This schedule is to include all retained professional payments from case inception to current month.

	Period	Amount			Check		Amount Paid				Year-To-Date
Payee	Covered	Approved		Payor	Number	Date	Fees		Expenses		Fees		Expenses
SSG Capital Advisors, LLC		$	-				$	-	$	-
											$	350,235.45	$	1,904.36
Szaferman, Lakind, Blumstein & Blader, P.C.
												12,151.50		221.36

Cole, Schotz, Meisel, Forman & Leonard, P.A.
												463,989.48		27,561.68

J.H. Cohn LLP	02/01 - 03/31/11		34,137.50	RA Liquidating	MT051111	05/11/11		27,310.00		35.16
												157,723.82		257.43

Lowenstein Sandler PC
												180,414.05		3,619.44
		$	34,137.50				$	27,310.00	$	35.16	$	1,164,514.30	$	33,564.27

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

STATEMENT OF OPERATIONS

(Income Statement)

Accrual Basis

				Cumulative
Revenues	Month			Filing to Date
Gross Revenues	$	-		$	1,232,865.00
Less: Returns and Allowances		-			(846.00	)
Net Revenue		-			1,232,019.00

Cost of Goods Sold
Beginning Inventory		-			223,977.00
Add: Purchases		-			545,011.00
Add: Cost of Labor		-			162,703.00
Add: Other Costs (attach schedule)		-			201,334.00
Less: Ending Inventory		-			(203,620.00	)
Cost of Goods Sold		-			929,405.00
Gross Profit		-			302,614.00

Operating Expenses
Advertising
Auto and Truck Expense		-			948.00
Bad Debts					(7,569.23	)
Contributions					-
Employee Benefits Programs		-			6,560.00
Insider Compensation *
Insurance		8,756.37			9,810.37
Management Fees		41,564.00			761,281.00
Office Expense		-			7,371.25
Pension & Profit-Sharing Plans		-			732.00
Repairs and Maintenance		-			283.00
Rent and Lease Expense
Salaries/Commissions/Fees		-			39,731.00
Supplies		-			583.00
Taxes - Payroll		-			1,551.00
Taxes - Real Estate
Taxes - Other		-			75.00
Travel and Entertainment
Utilities
Other (attach schedule)		190.18			134,008.98
Total Operating Expenses Before Depreciation		50,510.55			955,365.37
Depreciation/Depletion/Amortization		-			31,452.00
Net Profit (Loss) Before Other Income & Expenses		(50,510.55	)		(684,203.37	)

Other Income and Expenses
Other Income (attach schedule)		-			(245,234.00	)
Interest Expense		-			60,342.00
Other Expense (attach schedule)
Net Profit (Loss) Before Reorganization Items		(50,510.55	)		(499,311.37	)

Reorganization Items
Professional Fees		37,118.94			798,791.39
U.S. Trustee Quarterly Fees					32,500.00
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)		13.71			96.62
Gain (Loss) from Sale of Equipment		-			5,890,082.00
Other Reorganization Expenses (attach schedule)		-			59,458.00
Total Reorganization Expenses		37,105.23			(4,999,429.23	)
Income Taxes - deferred & allocated among affiliates		-			1,433,958.00
Income Taxes - current		-			1,960.00
Net Profit (Loss)	$	(87,615.78	)	$	3,064,199.86

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

STATEMENT OF OPERATIONS - continuation sheet

			Cumulative
Breakdown of "Other" Category	Month		Filing to Date

Other Costs
Building & ramp department costs	$	-	$	169,045.00
Avionics department costs				2,129.00
Maintenance department costs				23,049.00
Parts & service administration costs				7,111.00

	$	-	$	201,334.00
Other Operational Expenses
Audit fees	$	-	$	8,333.00
Legal fees
Fees charged by the secured lender				19,238.80
Amortization of loan costs & write-off of unamortized portion				98,201.00
Records copying		-		8,046.00
Other		190.18		190.18
	$	190.18	$	134,008.98
Other Income
Write off of prior overaccrual of estimated fees	$	-	$	51,031.00
Adjustment in prior Chief Restructuring Officer fees				100,000.00
Adjustment in prior consulting fees - Getzler		-		92,137.00
Other		-		66.00
Recovery of prior escrow funds				2,000.00

	$	-	$	245,234.00
Other Expenses
	$	-	$	-




	$	-	$	-
Other Reorganization Expenses
Professional fees	$	-	$	59,458.00




	$	-	$	59,458.00

Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11: Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding.

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

BALANCE SHEET

Accrual Basis

Assets	Book Value at End of Current Reporting Month		Book Value on Petition Date
Current Assets
Unrestricted Cash and Equivalents	$	1,278,458.16	$	39,998.00
Restricted Cash and Equivalents (see continuation sheet)
Accounts Receivable (Net)		-		143,218.00
Notes Receivable
Inventories				223,977.00
Prepaid Expenses		5,956.00		91,243.00
Professional Retainers		-		25,000.00
Other Current Assets (attach schedule)		567,355.13		527,549.00
Total Current Assets		1,851,769.29		1,050,985.00

Property and Equipment
Real Property and Improvements				5,505,335.00
Machinery and Equipment				667,352.00
Furniture, Fixtures and Office Equipment				346,616.00
Leasehold Improvements				1,108,308.00
Vehicles				15,872.00
Less Accumulated Depreciation				(4,389,112.00	)
Total Property & Equipment		-		3,254,371.00

Other Assets
Loans to Insiders *
Other Assets (see schedule)		3,462,391.21		3,514,233.00
Total Other Assets		3,462,391.21		3,514,233.00

Total Assets	$	5,314,160.50	$	7,819,589.00

Liabilities And Owner Equity	Book Value at End of Current Reporting Month			Book Value on Petition Date
Liabilities Not Subject to Compromise (Postpetition)
Accounts Payable	$	-		$	-
Taxes Payable (refer to Form MOR-4)		4,015.06
Wages Payable
Notes Payable
Rent/Leases - Building/Equipment
Secured Debt / Adequate Protection Payments
Professional Fees		129,987.00
Amounts Due to Insiders *		-
Other Postpetition Liabilities (attach schedule)		154,442.63
Total Postpetition Liabilities		288,444.69			-
Liabilities Subject to Compromise
Secured Debt					3,576,750.00
Priority Debt		6,122.47			21,836.00
Unsecured Debt		969,228.32			3,234,837.58
Total Pre-Petition Liabilities		975,350.79			6,833,423.58
Total Liabilities		1,263,795.48			6,833,423.58

Owner Equity
Capital Stock		9,040.00			9,040.00
Additional Paid-In Capital		5,987,035.74			5,987,036.00
Partners' Capital Account
Owner's Equity Account
Retained Earning - Pre-Petition		(5,009,910.58	)		(5,009,910.58	)
Retained Earning - Postpetition		3,064,199.86
Adjustments to Owner Equity (attach schedule)
Postpetition contributions (Distributions) (Draws) (attach schedule)
Net Owner Equity		4,050,365.02			986,165.42

Total Liabilities and Owners' Equity	$	5,314,160.50		$	7,819,589.00

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 - 5/31/11

BALANCE SHEET - continuation sheet

Assets	Book Value at End of Current Reporting Month		Book Value on Petition Date
Other Current Assets
Deferred income tax assets	$	67,193.00	$	120,059.00
Deferred costs of business sale				397,995.00
Other receivables				9,495.00
Environmental escrow accounts		500,162.13
	$	567,355.13	$	527,549.00
Other Assets
Deferred income tax assets	$	404,927.00	$	888,294.00
Deferred loan costs		-		98,201.00
Trademark				2,000.00
Accrued income tax - intercompany allocation		-		313,071.00
Account receivable - RCLC		3,057,464.21		2,212,667.00
	$	3,462,391.21	$	3,514,233.00

Liabilities And Owner Equity	Book Value at End of Current Reporting Month		Book Value on Petition Date
Other Postpetition Liabilities
Employee 401k deductions	$	-	$	-
Other payroll deductions
Sales and use taxes
Accrued vacation, sick, and holiday pay
Accrued audit fees		8,333.30
Accrued line service incentive pay
Accrued interest expense
Accrued other bank charges
Accrued 401k Company match
Accrued credit card fees
Accrued income taxes
Accrued other		8,690.38
Deferred rental income
Intercompany payable - RCLC, Inc.		41,564.00
Intercompany payable - RCPC Liq Corp		95,854.95
	$	154,442.63	$	-

Adjustments to Owner Equity
	$	-	$	-



	$	-	$	-

Postpetition contributions (Distributions) (Draws) (attach schedule)

	$	-	$	-


	$	-	$	-

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	5/01/11 - 5/31/11

STATUS OF POSTPETITION TAXES

	Beginning		Amount Withheld					Check No.	Ending
	Tax Liability		or Accrued		Amount Paid		Date Paid	or EFT	Tax Liability
Federal
Withholding	$	-	$	-	$	-			$	-
FICA-Employee		-		-		-				-
FICA-Employer		-		-		-				-
Unemployment		-		-		-				-
Income										-
Other:		-		-						-
Total Federal Taxes		-		-		-				-

State and Local
Withholding - New Jersey		-		-		-				-
Withholding - Pennsylvania		-		-		-				-
Sales		3,522.00				-				3,522.00
Excise										-
Unemployment		493.06		-						493.06
Real Property										-
Personal Property										-
Other: Fee
Other: Income										-
Total State and Local		4,015.06		-		-				4,015.06

Total Taxes	$	4,015.06	$	-	$	-			$	4,015.06

SUMMARY OF UNPAID POSTPETITION DEBTS

Attach aged listing of accounts payable
	Current			0-30		31-60		61-90	Over 90		Total
Accounts Payable	$	-	$	-	$	-	$	-	$	-	$	-
Wages Payable		-										-
Taxes Payable		4,015.06										4,015.06
Rent/Leases-Building												-
Rent/Leases-Equipment												-
Secured Debt/Adequate Protection Payments												-
Professional Fees		52,685.28		52,573.28		7,492.54		7,621.64		9,614.26		129,987.00
Amounts Due to Insiders *												-
Other: Accrued expenses		17,023.68										17,023.68
Other: Due to RCLC, Inc.		41,564.00										41,564.00
Other: Due to RCPC Liquidating Corp		95,854.95										95,854.95
Total Postpetition Debts	$	211,142.97	$	52,573.28	$	7,492.54	$	7,621.64	$	9,614.26	$	288,444.69

In re		RA Liquidating Corp		Case No.		10-35315-MBK
				Reporting Period		5/01/11 -5/31/11

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING


Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	$	3,518.45
(+) Amounts billed during the period
(+) Credit balances transferred to prepetition liabilities		-
(-) Amounts collected during the period		-
(-) Credit card fees and credits during the period		-
Total Accounts Receivable at the end of the reporting period			$	3,518.45

Accounts Receivable Aging	Amount
0 - 30 days old		-
31 - 60 days old		-
61 - 90 days old		-
91 + days old		3,518.45
Total Accounts Receivable			$	3,518.45
Amounts considered uncollectible (Bad Debt)				(3,518.45	)
Accounts Receivable (Net)			$	-

DEBTOR QUESTIONNAIRE

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business		X
	this reporting period? If yes, provide an explanation below.
2.	Have any funds been disbursed from any account other than a debtor in possession		X
	account this reporting period? If yes, provide an explanation
3.	Have all postpetition tax returns been timely filed? If no, provide an explanation	X
	below.
4.	Are workers compensation, general liability and other necessary insurance	X
	coverage in effect? If no, provide an explanation below.
5.	Has any bank account been opened during the reporting period? If yes, provide
	documentation identifying the opened account(s).		X

Notes:

4	The policies were terminated effective October 15, 2010, upon the sale of the assets and business.

RCLC, INC. 8-K