8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

_______________

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2011

RCLC, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey	001-01031	22-0743290
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1480 Route 9 North, Suite 301, Woodbridge, New Jersey	07095
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 877-1788

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

RCLC, INC.

FORM 8-K INDEX

ITEM	PAGE
ITEM 7.01. REGULATION FD DISCLOSURE	2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	3

Explanatory Note

As previously disclosed, on August 17, 2010 RCLC, Inc. (the “Company”) and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Trenton, New Jersey (the “Bankruptcy Court”) under Chapter 11 of the United States Bankruptcy Code (administered under the caption, In re RCLC, Inc. f/k/a Ronson Corporation et. al. Case No. 10-35313 (MBK)).  The Company has adopted a modified reporting program with respect to its reporting obligations under the federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, the Company will file current reports on Form 8-K to disclose its monthly operating reports required to be submitted to the Bankruptcy Court and material events relating to the bankruptcy proceedings, in accordance with the Securities Exchange Act Release No. 9660 (June 30, 1972) and the Securities and Exchange Commission’s Legal Bulletin No. 2 (April 15, 1997).

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements based on management’s plans and expectations that are subject to uncertainty.  Forward-looking statements are based on current expectations of future events.  The Company cannot assure that any forward-looking statement will be accurate.  If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual events could vary materially from those anticipated.  Investors should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties.  The Company assumes no obligation to update any forward-looking statements as a result of future events or developments.

Item 7.01  Regulation FD Disclosure

On August 2, 2011, the Company and certain of its subsidiaries (together with the Company, the “Debtors”) filed their unaudited Monthly Operating Reports for the periods from June 1, 2011 through June 30, 2011 (the “Monthly Operating Reports”) with the Bankruptcy Court.  Copies of the Monthly Operating Reports are contained in the attached Exhibits 99.1, 99.2 and 99.3 and are incorporated herein by reference. This Current Report on Form 8-K (including the Exhibits hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed herein.

Upon the closing of the sale of the Company’s Aviation Division on October 15, 2010, the Company ceased to have operations, other than to effectuate its wind-down and approve its liquidation plan by the Bankruptcy Court.  There will be no proceeds available for distribution to shareholders of the Company.

Cautionary Statements

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to securities of the Company.  The Monthly Operating Reports have been prepared for the purpose of complying with the Bankruptcy Court proceedings.  The Monthly Operating Reports are limited in scope and only cover a limited time period.

The financial statements in the Monthly Operating Reports were not audited or reviewed by independent accountants and were not prepared in accordance with accounting principles generally accepted in the United States of America.

There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. The Monthly Operating Reports may be subject to future adjustment and reconciliation. The Monthly Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

Other Available Information

The Company’s informational filings with the Bankruptcy Court, including the Monthly Operating Reports and additional information about the Debtors’ filing under Chapter 11 of title 11 of the United States Code, are available to the public at the office of the Clerk of the Bankruptcy Court, Clarkson S. Fisher US Courthouse, 402 East State Street, Trenton, New Jersey 08608 or through the Bankruptcy Court’s website at https://ecf.njb.uscourts.gov/ .

Limitation on Incorporation by Reference

The information in this Item 7.01 (and the exhibits hereto) are being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

Number Description

99.1 RCLC, Inc. Monthly Operating Report for the period from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

99.2 RCPC Liquidating Corp. Monthly Operating Report from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

99.3 RA Liquidating Corp Monthly Operating Report for  the period from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RCLC, Inc.
Date: August 2, 2011	By:	/s/ Daryl K. Holcomb
	Name: Daryl K. Holcomb
	Title: Vice President, Chief Financial Officer and Controller

Exhibit Index

ITEM 9.01   Financial Statements and Exhibits

Number Description

99.1 RCLC, Inc. Monthly Operating Report for the period from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

99.2 RCPC Liquidating Corp. Monthly Operating Report from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

99.3 RA Liquidating Corp Monthly Operating Report for  the period from June 1, 2011 through June 30, 2011, filed with the United States Bankruptcy Court for the District of New Jersey on August 2, 2011

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

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	P
Bank Reconciliation (or copies of debtor's bank reconciliation)	MOR-1a	P
Schedule of Professional Fees Paid	MOR-1b	P
Copies of bank statements		P
Cash disbursements journals		P
Statement of Operations	MOR-2	P
Balance Sheet	MOR-3	P
Status of Postpetition Taxes	MOR-4	P
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period		None
Summary of Unpaid Postpetition Debts	MOR-4	P
Listing of aged accounts payable	MOR-4	P
Accounts Receivable Reconciliation and Aging	MOR-5	N/A
Debtor Questionnaire	MOR-5	P

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
/s/ Daryl Holcomb	August 1, 2011
Signature of Authorized Individual *	Date
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	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

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	$	586,049.18		$	1,000.00	$	4,380.96		$	71.26	$	591,501.40		$	-	$	36,840.24	$	-
Receipts	Amount			Amount		Amount			Amount		Amount			Amount		Amount		Amount
Cash Sales	$	-		$	-	$	-		$	-	$	-		$	-	$	-	$	-
Accounts Receivable												-					-
Loans and Advances												-					-
Sale of Assets												-					-
Other (see below)		-										-					12,743.29
Transfers (From DIP Accts.)		74,221.00			20,256.32		4,997.94			-		99,475.26					3,013,702.28
Total Receipts	$	74,221.00		$	20,256.32	$	4,997.94		$	-	$	99,475.26		$	-	$	3,026,445.57	$	-
Disbursements	Amount			Amount		Amount			Amount		Amount			Amount		Amount		Amount
Net Payroll	$	-		$	20,256.32	$	-		$		$	20,256.32		$		$	248,458.62	$	-
Payroll Taxes							9,253.78					9,253.78					99,202.32
Sales, Use, & Other Taxes												-					90,929.41
Inventory Purchases												-					-
Secured/Rental/Leases		6,000.60										6,000.60					41,496.00
Insurance		2,253.30										2,253.30					154,458.56
Administrative		10,423.62					25.12					10,448.74					85,326.69
Selling												-					-
Other (see below)		-										-					69,310.41
Owner Draw *												-					-
Transfers (To DIP Accts)		25,254.26										25,254.26					1,278,074.20
Professional Fees		65,826.03										65,826.03					433,621.00
U.S. Trustee Quarterly Fees												-					10,725.00
Court Costs												-					-
Total Disbursements	$	109,757.81		$	20,256.32	$	9,278.90		$	-	$	139,293.03		$	-	$	2,511,602.21	$	-
Net Cash Flow	$	(35,536.81	)	$	-	$	(4,280.96	)	$	-	$	(39,817.77	)	$	-	$	514,843.36	$	-
(Receipts Less Disbursements)
Cash - End of Month	$	550,512.37		$	1,000.00	$	100.00		$	71.26	$	551,683.63		$	-	$	551,683.60	$	-

* 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	$	139,293.03
Less: Transfers to Debtor in Possession Accounts		(25,254.26	)
Plus: Estate Disbursements Made by Outside Sources (i.e. from escrow accounts)
Total Disbursements for Calculating U.S. Trustee Quarterly Fees	$	114,038.77

Other Receipts:
Refund of bank fees	$	-	$	-	$	-	$	-	$	-
Refund of insurance premium & IT subscription		-								-
Funds deposited for RA Liquidating Corp in error		-								-
	$	-	$	-	$	-	$	-	$	-
Other Expense :
Bank Fees	$	-	$	-	$	-	$	-	$	-
401K		-								-
Administrative claim		-								-
Directors Fees		-								-
		-	$	-	$	-	$	-	$	-

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

BANK RECONCILIATIONS

Continuation Sheet for MOR-1

	Tax			Operating				Payroll				Other
	Capital One Bank			Capital One Bank				Capital One Bank				Petty Cash
	*			*				*				N/A
Balance Per Book		$	100.00		$	550,512.37			$	1,000.00			$	71.26
Bank Balance		$	100.00		$	553,928.61			$	9,844.97				N/A
(+) Deposits in Transit (Attach List)			-			-				-				-
(-) Outstanding Checks (Attach List)			-			(3,416.24	)			(8,844.97	)			-
Other (Attach Explanation)			-			-				-				-
Adjusted Bank Balance *		$	100.00		$	550,512.37			$	1,000.00				N/A
* 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
		$	-		2015	$	1,400.00		3068	$	364.01		$	-
					2169		34.99		3069		1,539.05
					2184		510.00		3070		4,803.86
					2186		1,471.25		3071		2,138.05
		$	-			$	3,416.24			$	8,844.97		$	-

Other
	$	-
	$	-	$	-	$	-	$	-

*  Account numbers have been redacted.

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

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		$	-					$	-	$	-	$	30,000.00	$	5,880.52
Cole, Schotz, Meisel, Forman & Leonard, P.A.	4/1 - 4/30/11		13,139.62	RCLC	MT060111		06/01/11		10,221.24		363.07		148,552.40		7,350.57
Demetrius & Company, LLC													10,787.72		-
J.H. Cohn LLP	4/1 - 4/30/11		2,622.24	RCLC	MT062811		06/28/11		2,086.72		13.83		95,993.74		694.63
Kurtzman Carson Consultants	3/1 - 3/31/11		26,834.62	RCLC		2173	06/01/11		14,018.60		9,311.38		14,018.60		9,311.38
Lowenstein Sandler PC	1/1 - 2/28/11		25,375.13	RCLC	MT060211		06/02/11		20,300.11		347.76		108,603.17		2,928.27
	3/1 - 3/31/11		11,283.54	RCLC	MT062811		06/28/11		9,026.83		136.49
		$	79,255.15					$	55,653.50	$	10,172.53	$	407,955.63	$	26,165.37

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

STATEMENT OF OPERATIONS

(Income Statement)

Accrual Basis

				Cumulative
Revenues	Month			Filing to Date
Gross Revenues	$	59,996.00		$	1,185,165.30
Less:  Returns and Allowances
Net Revenue		59,996.00			1,185,165.30
Cost of Goods Sold
Beginning Inventory					-
Add:  Purchases					-
Add:  Cost of Labor					-
Add:  Other Costs (attach schedule)					-
Less:  Ending Inventory					-
Cost of Goods Sold		-			-
Gross Profit		59,996.00			1,185,165.30
Operating Expenses
Advertising
Auto and Truck Expense		-			2,413.40
Bad Debts					-
Contributions					-
Employee Benefits Programs		1,619.96			45,980.39
Insider Compensation *		14,000.00			65,745.99
Insurance		6,307.01			209,385.65
Management Fees/Bonuses					-
Office Expense		786.33			18,983.24
Pension & Profit-Sharing Plans					(2,048.24	)
Repairs and Maintenance		1,696.19			10,563.50
Rent and Lease Expense		4,051.20			37,367.85
Salaries/Commissions/Fees		23,544.93			293,226.79
Supplies					1,271.73
Taxes - Payroll		2,623.94			31,795.00
Taxes - Real Estate					-
Taxes - Other		-			-
Travel and Entertainment		272.27			6,241.90
Utilities		-			2,604.56
Other (attach schedule)		2,626.65			36,154.96
Total Operating Expenses Before Depreciation		57,528.48			759,686.72
Depreciation/Depletion/Amortization					-
Net Profit (Loss) Before Other Income & Expenses		2,467.52			425,478.58
Other Income and Expenses
Other Income (attach schedule)		(2,866.50	)		(30,243.25	)
Interest Expense		3,192.10			33,568.96
Other Expense (attach schedule)		1,146.20			227,517.29
Net Profit (Loss) Before Reorganization Items		995.72			194,635.58
Reorganization Items
Professional Fees		15,994.46			467,928.40
U.S. Trustee Quarterly Fees					10,725.00
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)					-
Gain (Loss) from Sale of Equipment					-
Other Reorganization Expenses (attach schedule)		413,747.96			413,822.96
Total Reorganization Expenses		429,742.42			892,476.36
Income Taxes - Deferred & allocated among affiliates		-			(620,580.00	)
Income Taxes - Current					89,960.00
Net Profit (Loss)	$	(428,746.70	)	$	(167,220.78	)

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

STATEMENT OF OPERATIONS - continuation sheet

			Cumulative
Breakdown of "Other" Category	Month		Filing to Date
Other Costs
None	$	-	$	-
	$	-	$	-
Other Operational Expenses
Stock Transfers	$	1,950.00	$	19,955.34
Information Release Cost		676.65		8,352.05
Other Stock Related Expense				1,000.00
Bank Service Fees				6,788.17
Penalties & Late Charges				59.40
	$	2,626.65	$	36,154.96
Other Income
Dividend Income - Split Dollar Insurance	$	2,866.50	$	30,098.25
Other		-		145.00
	$	2,866.50	$	30,243.25
Other Expenses
Auditing & Tax Fees	$	-	$	24,375.00
Rights Plan Amortization		330.08		3,465.76
Legal Fee - Accrual				12,250.00
Other Professional Fees		791.00		19,832.50
Other Professional Fees - Getzler				167,522.00
Other		25.12		72.03
	$	1,146.20	$	227,517.29
Other Reorganization Expenses
New Jersey Business Gateway Service	$	-	$	75.00
Settlement with Louis V Aronson		413,747.96		413,747.96
	$	413,747.96	$	413,822.96

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	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

BALANCE SHEET

Accrual Basis

Assets	Book Value at End of Current Reporting Month		Book Value on Petition Date
Current Assets
Unrestricted Cash and Equivalents	$	551,683.63	$	36,840.24
Restricted Cash and Equivalents (see continuation sheet)
Accounts Receivable (Net)
Notes Receivable
Inventories
Prepaid Expenses		5,520.28		242,091.94
Professional Retainers		53,117.00		54,703.60
Other Current Assets (attach schedule)		247,775.00		250,768.00
Total Current Assets		858,095.91		584,403.78
Property and Equipment
Real Property and Improvements
Machinery and Equipment
Furniture, Fixtures and Office Equipment
Leasehold Improvements
Vehicles
Less Accumulated Depreciation
Total Property & Equipment		-		-
Other Assets
Loans to Insiders *
Other Assets (see schedule)		15,841,849.44		17,107,507.81
Total Other Assets		15,841,849.44		17,107,507.81
Total Assets	$	16,699,945.35	$	17,691,911.59

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	$	11,082.00		$	-
Taxes Payable (refer to Form MOR-4)		7,135.10
Wages Payable
Notes Payable
Rent/Leases - Building/Equipment
Secured Debt / Adequate Protection Payments
Professional Fees		78,846.04
Amounts Due to Insiders * (defined in 11 U.S.C. Section 101(31))		-
Other Postpetition Liabilities (attach schedule)		47,513.74
Total Postpetition Liabilities		144,576.88			-
Liabilities Subject to Compromise
Secured Debt		-			2,005,050.59
Priority Debt		37,481.75			51,133.31
Unsecured Debt		10,543,420.29			9,494,040.48
Total Pre-Petition Liabilities		10,580,902.04			11,550,224.38
Total Liabilities		10,725,478.92			11,550,224.38
Owner Equity
Capital Stock		5,172,577.50			5,172,577.50
Additional Paid-In Capital		30,006,795.83			30,006,795.83
Partners' Capital Account
Owner's Equity Account
Retained Earning - Pre-Petition		(27,441,016.10	)		(27,441,016.10	)
Retained Earning - Postpetition		(167,220.78	)
Adjustments to Owner Equity (attach schedule)		(1,596,670.02	)		(1,596,670.02	)
Postpetition contributions (Distributions) (Draws) (attach schedule)
Net Owner Equity		5,974,466.43			6,141,687.21
Total Liabilities and Owners' Equity	$	16,699,945.35		$	17,691,911.59

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

BALANCE SHEET - continuation sheet

Assets	Book Value at End of Current Reporting Month		Book Value on Petition Date
Other Current Assets
Current Deferred Tax Asset	$	247,775.00	$	250,768.00
	$	247,775.00	$	250,768.00
Other  Assets
Investment is Subsidiaries	$	8,972,480.35	$	8,972,480.35
Intercompany Receivables - Prometcor		4,686,643.53		4,686,643.53
Intercompany Receivables - RCPC Liquidating		29,998.00		999,740.57
Intercompany Receivables - RA Liquidating		29,998.00		-
Deferred Sale costs - Ronson Aviation		-		348,601.95
Non-Current Deferred Tax Asset		2,083,890.68		2,034,742.68
Rights Plan		660.02		4,125.86
Cash Surrender Value - Life Insurance		38,178.86		61,172.87
	$	15,841,849.44	$	17,107,507.81

Liabilities And Owner Equity	Book Value at End of Current Reporting Month			Book Value on Petition Date
Other Postpetition Liabilities
Accrued Federal Income Tax	$	-		$	-
Accrued interest		15,472.33
Accrued vacation		11,053.02
Accrued audit costs		15,716.88
Employee 401K deferrals		-
Other accrued expenses		5,271.51
	$	47,513.74		$	-
Adjustments to Owner Equity
Treasury Stock	$	(1,596,670.02	)	$	(1,596,670.02	)
	$	(1,596,670.02	)	$	(1,596,670.02	)
Postpetition contributions (Distributions) (Draws) (attach schedule)
	$	-		$	-

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

STATUS OF POSTPETITION TAXES

	Beginning		Amount Withheld							Check No.	Ending
	Tax Liability		or Accrued		Amount Paid				Date Paid	or EFT	Tax Liability
Federal
Withholding	$	2,109.00	$	4,407.00	$	(4,495.00	)	6/1, 6/08, 6/15, 6/22, 6/24		EFT	$	2,021.00
FICA-Employee		722.08		1,542.73		(1,585.17	)	6/1, 6/08, 6/15, 6/22, 6/24		EFT		679.64
FICA-Employer		977.70		2,088.81		(2,146.29	)	6/1, 6/08, 6/15, 6/22, 6/24		EFT		920.22
Unemployment		216.78										216.78
Income		-		-		-						-
Other:		-										-
Total Federal Taxes	$	4,025.56	$	8,038.54	$	(8,226.46	)				$	3,837.64
State and Local
Withholding		471.98		1,014.60		(1,027.32	)	6/1, 6/08, 6/15, 6/22, 6/24		EFT		459.26
Sales		-										-
Excise		-										-
Unemployment		1,802.98		507.27		-						2,310.25
Real Property		-										-
Personal Property		-										-
Income & franchise		-		-		-						-
Other:		415.81		112.14		-				EFT		527.95
Total State and Local	$	2,690.77	$	1,634.01	$	(1,027.32	)				$	3,297.46
Total Taxes	$	6,716.33	$	9,672.55	$	(9,253.78	)				$	7,135.10

SUMMARY OF UNPAID POSTPETITION DEBTS

Attached listing of accounts payable
	Current			0-30		31-60		61-90	Over 90		Total
Accounts Payable	$	10,939.44	$	142.56	$	-	$	-	$	-	$	11,082.00
Wages Payable												-
Taxes Payable		7,135.10										7,135.10
Rent/Leases-Building												-
Rent/Leases-Equipment												-
Secured Debt/Adequate Protection Payments
Professional Fees		28,515.01		16,234.80		11,134.99		7,640.68		15,320.56		78,846.04
Amounts Due to Insiders *		-										-
Other: 401K Employee		-										-
Other:  Accrued expenses - other		47,513.74										47,513.74
Other: Federal Income Tax		-										-
Total Postpetition Debts	$	94,103.29	$	16,377.36	$	11,134.99	$	7,640.68	$	15,320.56	$	144,576.88

In re	RCLC, Inc.	Case No.	10-35313-MBK
		Reporting Period	6/01/11 - 6/30/11

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	$	-
(+) Amounts billed during the period		-
(-) Amounts collected during the period		-
Total Accounts Receivable at the end of the reporting period			$	-
Accounts Receivable Aging	Amount
0 - 30 days old		-
31 - 60 days old		-
61 - 90 days old		-
91 + days old		-
Total Accounts Receivable			$	-
Amounts considered uncollectible (Bad Debt)
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		P
	this reporting period?  If yes, provide an explanation below.
2.	Have any funds been disbursed from any account other than a debtor in possession		P
	account this reporting period?  If yes, provide an explanation
3.	Have all postpetition tax returns been timely filed?  If no, provide an explanation	P
	below.
4.	Are workers compensation, general liability and other necessary insurance	P
	coverage in effect?  If no, provide an explanation below.
5.	Has any bank account been opened during the reporting period?  If yes, provide		P
	documentation identifying the opened account(s).

EX-99.2

Exhibit 99.2

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

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		None
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		N/A
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
/s/ Daryl Holcomb	August 1, 2011
Signature of Authorized Individual *	Date
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	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

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	$	1,342,859.44		$	100.00	$	100.00	$	-	$	1,343,059.44		$	-	$	55,407.50	$	-
Receipts	Amount			Amount		Amount		Amount		Amount			Amount		Amount		Amount
Cash Sales	$	-		$	-	$	-	$	-	$	-		$	-	$	-	$	-
Accounts Receivable											-
Loans and Advances											-
Sale of Assets											-
Other (Attach List)		-									-					3,552,273.86
Transfers (From DIP Accts.)		-					-				-					257,521.61
Total Receipts	$	-		$	-	$	-	$	-	$	-		$	-	$	3,809,795.47	$	-
Disbursements	Amount			Amount		Amount		Amount		Amount			Amount		Amount		Amount
Net Payroll	$	-		$	-	$	-	$	-	$	-		$	-	$	-	$	-
Payroll Taxes											-					229.51
Sales, Use, & Other Taxes											-					5,318.00
Inventory Purchases											-					-
Secured/Rental/Leases											-					-
Insurance											-					-
Administrative											-					1,348.05
Selling											-					-
Other (Attach List)		-									-					135,869.00
Fee to NJDEP											-					2,385.00
Owner Draw *											-					-
Transfers (To DIP Accts)		32,657.00									32,657.00					2,084,623.31
											-					-
Professional Fees		65,826.03									65,826.03					386,952.78
U.S. Trustee Quarterly Fees											-					3,900.91
Court Costs											-					-
Total Disbursements	$	98,483.03		$	-	$	-	$	-	$	98,483.03		$	-	$	2,620,626.56	$	-
Net Cash Flow
(Receipts Less Disbursements)		(98,483.03	)		-		-		-		(98,483.03	)				1,189,168.91
Cash - End of Month	$	1,244,376.41		$	100.00	$	100.00	$	-	$	1,244,576.41		$	-	$	1,244,576.41	$	-

* 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	$	98,483.03
Less: Transfers to Debtor in Possession Accounts		(32,657.00	)
* Plus: Estate Disbursements Made by Outside Sources (i.e. from escrow accounts)		-
Total Disbursements for Calculating U.S. Trustee Quarterly Fees	$	65,826.03

*  In accordance with the terms of the pre-petition sale of substantially all of its assets, the Debtor entered into a pre-petition escrow agreement with the buyer, setting up an escrow account, pursuant to which the buyer and the Debtor, as seller, are permitted to draw certain sums therefrom, solely to the extent provided in that agreement.  While the Debtor has a residual interest in the escrow account (which residual interest is property of the estate), the escrow account and the funds therein are not property of the Debtor's estate and the Debtor does not control the release of the funds therein.  Accordingly, the Debtor submits that distributions from the escrow account, which are made by a disbursing agent and not the Debtor, should not be used in calculating the U.S. Trustee Quarterly Fee.  For purposes of disclosure, however, the Debtor discloses that during the reporting period, the disbursing agent, in accordance with the terms of the escrow agreement, no funds were disbursed from the funds held in that escrow account.

Other Receipts:
Reinstatement of custodial funds by Wells Fargo	$	-	$	-	$	2,527,566.71
Deposit from escrow account		-		-		1,024,478.47
Void June check not cashed		-		-		228.68
Total	$	-	$	-	$	3,552,273.86
Other Disbursements:
Proceeds allocated to RCC, Inc.	$	-	$	-	$	135,869.00

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

BANK RECONCILIATIONS

Continuation Sheet for MOR-1

	Operating			Payroll			Tax
	Capital One Bank			Capital One Bank			Capital One Bank
	*			*			*
Balance Per Book		$	1,244,376.41		$	100.00		$	100.00
Balance Per Bank		$	1,244,376.41		$	100.00		$	100.00
(+) Deposits in Transit (Attach List)			-			-			-
(-) Outstanding Checks (Attach List)			-			-			-
Other (Attach Explanation)						-			-
Adjusted Bank Balance *		$	1,244,376.41		$	100.00		$	100.00
* Adjusted bank balance must equal
balance per books

Deposits in Transit	Date	Amount		Date	Amount		Date	Amount
		$	-		$	-		$	-
		$	-		$	-		$	-
Checks Outstanding	Ck.#	Amount		Ck.#	Amount		Ck.#	Amount
		$	-		$	-		$	-
		$	-		$	-		$	-
Other
		$	-		$	-		$	-
		$	-		$	-		$	-

*  Account numbers have been redacted.

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

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
Cole, Schotz, Meisel,etc.	4/1 - 4/30/11	$	13,139.62	RCPC	MT060111	06/01/11	$	10,221.24	$	363.07	$	148,782.50	$	7,448.08
J.H. Cohn LLP	4/1 - 4/30/11		2,623.03	RCPC	MT062811	06/28/11		2,086.73		13.83		95,993.47		194.90
Kurtzman Carson Consultants	3/1 - 3/31/11		26,834.62	RCPC	3018	06/01/11		14,018.60		9,311.37		14,018.60		9,311.37
Lowenstein Sandler PC	1/1 -02/28/11		25,730.61	RCPC	MT060211	06/02/11		20,300.11		347.76		108,603.17		2,791.78
	3/1 - 3/31/11		11,423.46	RCPC	MT062811	06/28/11		9,026.83		136.49
		$	79,751.34				$	55,653.51	$	10,172.52	$	367,397.74	$	19,746.13

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

STATEMENT OF OPERATIONS

(Income Statement)

Accrual Basis

				Cumulative
Revenues	Month			Filing to Date
Gross Revenues	$	-		$	-
Less:  Returns and Allowances
Net Revenue		-			-
Cost of Goods Sold
Beginning Inventory
Add:  Purchases
Add:  Cost of Labor
Add:  Other Costs (attach schedule)
Less:  Ending Inventory
Cost of Goods Sold		-			-
Gross Profit		-			-
Operating Expenses
Advertising
Auto and Truck Expense
Bad Debts
Contributions
Employee Benefits Programs
Insider Compensation *
Insurance					70,104.87
Management Fees		29,998.00			413,162.56
Office Expense					157.30
Pension & Profit-Sharing Plans
Repairs and Maintenance
Rent and Lease Expense
Salaries/Commissions/Fees
Supplies
Taxes - Payroll					229.51
Taxes - Real Estate
Taxes - Other					120.00
Travel and Entertainment
Utilites
Other (attach schedule)		-			659.51
Total Operating Expenses Before Depreciation		29,998.00			484,433.75
Depreciation/Depletion/Amortization
Net Profit(Loss) Before Other Income & Expenses		(29,998.00	)		(484,433.75	)
Other Income and Expenses
Other Income (attach schedule)		(24.14	)		(1,623.17	)
Interest Expense					6.65
Other Expense (attach schedule)		-			(261,574.79	)
		(24.14	)		(263,191.31	)
Net Profit (Loss) Before Reorganization Items		(29,973.86	)		(221,242.44	)
Reorganization Items
Professional Fees		15,554.69			464,339.65
U.S. Trustee Quarterly Fees					3,900.91
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)
Gain (Loss) from Sale of Equipment
Other Reorganization Expenses (attach schedule)
Total Reorganization Expenses		15,554.69			468,240.56
Income Taxes - Deferred & Allocation		-			(441,776.00	)
Income Taxes - Current					5,318.00
Net Profit (Loss)	$	(45,528.55	)	$	(253,025.00	)

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

STATEMENT OF OPERATIONS - continuation sheet

			Cumulative
Breakdown of "Other" Category	Month		Filing to Date
Other Costs
	$	-	$	-
	$	-	$	-
Other Operational Expenses
Miscellaneous administrative expense	$	-	$	117.85
Escrow fees				541.66
	$	-	$	659.51
Other Income
Interest income - escrow accounts	$	24.14	$	1,623.17
	$	24.14	$	1,623.17
Other Expenses
Bank Fees	$	-	$	195.21
Reduction in Bank Fees - Wells Fargo		-		(25,000.00	)
Reduction in Legal Fees - Greenberg Traurig		-		(25,000.00	)
Adjustment in Consulting Fees - Getzler Henrich		-		(211,770.00	)
	$	-	$	(261,574.79	)
Other Reorganization Expenses
	$	-	$	-
	$	-	$	-

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	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

BALANCE SHEET

Accrual Basis

Assets	Book Value at End of Current Reporting Month		Book Value on Petition Date
Current Assets
Unrestricted Cash and Equivalents	$	1,244,576.41	$	55,407.50
Restricted Cash and Equivalents (see continuation sheet)		250,138.28		1,317,411.24
Accounts Receivable (Net)
Notes Receivable
Inventories
Prepaid Expenses		8,973.52		8,973.52
Professional Retainers
Other Current Assets (attach schedule)		30,347.00		22,721.00
Total Current Assets		1,534,035.21		1,404,513.26
Property and Equipment
Real Property and Improvements
Machinery and Equipment
Furniture, Fixtures and Office Equipment
Leasehold Improvements
Vehicles
Less Accumulated Depreciation
Total Property & Equipment		-		-
Other Assets
Loans to Insiders *
Other Assets (see schedule)		2,595,877.46		3,168,615.99
Total Other Assets		2,595,877.46		3,168,615.99
Total Assets	$	4,129,912.67	$	4,573,129.25

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)
Wages Payable
Notes Payable
Rent/Leases - Building/Equipment
Secured Debt / Adequate Protection Payments
Professional Fees		77,387.65
Amounts Due to Insiders *
Other Postpetition Liabilities (attach schedule)		29,998.00
Total Postpetition Liabilities		107,385.65			-
Liabilities Subject to Compromise
Secured Debt		-			1,940.56
Priority Debt		-			1,022.54
Unsecured Debt		2,948,552.20			3,243,166.33
Total Pre-Petition Liabilities		2,948,552.20			3,246,129.43
Total Liabilities		3,055,937.85			3,246,129.43
Owner Equity
Capital Stock		100.00			100.00
Additional Paid-In Capital		1,250,000.00			1,250,000.00
Partners' Capital Account
Owner's Equity Account
Retained Earning - Pre-Petition		74,167.82			74,167.82
Retained Earning - Postpetition		(253,025.00	)
Adjustments to Owner Equity (attach schedule)		2,732.00			2,732.00
Postpetition contributions (Distributions) (Draws) (attach schedule)
Net Owner Equity		1,073,974.82			1,326,999.82
Total Liabilities and Owners' Equity	$	4,129,912.67		$	4,573,129.25

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

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	$	30,347.00	$	22,721.00
	$	30,347.00	$	22,721.00
Other  Assets
Account receivable - RCC, Inc.	$	399,075.89	$	263,206.89
Account receivable - RA Liquidating Corp		95,854.95		2,473,273.07
Account receivable - RCLC, Inc.		830,596.59
Deferred income tax assets		1,270,350.03		432,136.03
	$	2,595,877.46	$	3,168,615.99

Liabilities And Owner Equity	Book Value at End of Current Reporting Month		Book Value on Petition Date
Other Postpetition Liabilities
Due to RCLC, Inc.	$	29,998.00	$	-
Due to RA Liquidating Corp		-
Due to RCC, Inc.		-
	$	29,998.00	$	-
Adjustments to Owner Equity
Accum other comprehensive loss	$	2,732.00	$	2,732.00
	$	2,732.00	$	2,732.00
Postpetition contributions (Distributions) (Draws) (attach schedule)
	$	-	$	-

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

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										-
Sales										-
Excise										-
Unemployment										-
Real Property										-
Personal Property										-
Income										-
Franchise										-
Other:										-
Total State and Local		-		-		-				-
Total Taxes	$	-	$	-	$	-			$	-

SUMMARY OF UNPAID POSTPETITION DEBTS

Attach aged listing of accounts payable
	Current		0-30		31-60		61-90		Over 90		Total
Accounts Payable (EWMA)	$	-	$	-	$	-	$	-	$	-	$	-
Wages Payable
Taxes Payable												-
Rent/Leases-Building
Rent/Leases-Equipment
Secured Debt/Adequate Protection Payments
Professional Fees		20,208.13		26,171.00		8,579.67		7,490.28		14,938.57		77,387.65
Amounts Due to Insiders *
Other:  Due to affiliated companies		29,998.00										29,998.00
Other:
Total Postpetition Debts	$	50,206.13	$	26,171.00	$	8,579.67	$	7,490.28	$	14,938.57	$	107,385.65

In re	RCPC Liquidating Corp	Case No.	10-35318-MBK
		Reporting Period	6/01/11 - 6/30/11

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	$	-
(+) Amounts billed during the period		-
(-) Amounts collected during the period		-
Total Accounts Receivable at the end of the reporting period			$	-
Accounts Receivable Aging	Amount
0 – 30 days old		-
31 – 60 days old		-
61 – 90 days old		-
91 + days old		-
Total Accounts Receivable			$	-
Amounts considered uncollectible (Bad Debt)
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

EX-99.3

Exhibit 99.3

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

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		X
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
/s/ Daryl Holcomb	August 1, 2011
Signature of Authorized Individual *	Date
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	6/01/11 - 6/30/11

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	$	1,278,258.16		$	100.00	$	100.00	$	-	$	1,278,458.16		$	-	$	39,997.99		$	-
Receipts	Amount			Amount		Amount		Amount		Amount			Amount		Amount			Amount
Cash Sales	$	-		$	-	$	-	$	-	$	-		$	-	$	-		$	-
Accounts Receivable  (1)		628.97									628.97					1,682,210.03
Loans and Advances											-					992,000.00
Sale of Assets											-					10,161,703.97
Other (Attach List)		5,956.00			-		-		-		5,956.00					48,022.71
Transfers (From DIP Accts.)							3,092.28				3,092.28					1,682,692.21
Change in clearings											-					(36.53	)
Total Receipts	$	6,584.97		$	-	$	3,092.28	$	-	$	9,677.25		$	-	$	14,566,592.39		$	-
Disbursements	Amount			Amount		Amount		Amount		Amount			Amount		Amount			Amount
Net Payroll	$	-		$	-	$	-	$	-	$	-		$	-	$	155,078.58		$	-
Payroll Taxes											-					70,021.34
Sales, Use, & Other Taxes							3,092.28				3,092.28					5,127.28
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)		44,656.28					-				44,656.28					1,740,496.27
											-					-
Professional Fees		65,845.79									65,845.79					1,261,303.34
U.S. Trustee Quarterly Fees											-					32,500.00
Court Costs											-					-
Total Disbursements	$	110,502.07		$	-	$	3,092.28	$	-	$	113,594.35		$	-	$	13,432,049.32		$	-
Net Cash Flow		(103,917.10	)		-		-		-		(103,917.10	)				1,134,543.07
(Receipts Less Disbursements)
Cash - End of Month	$	1,174,341.06		$	100.00	$	100.00	$	-	$	1,174,541.06		$	-	$	1,174,541.06		$	-

* 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	$	113,594.35
Less: Transfers to Debtor in Possession Accounts		(44,656.28	)
Plus: Estate Disbursements Made by Outside Sources (i.e. from escrow accounts)
Total Disbursements for Calculating U.S. Trustee Quarterly Fees	$	68,938.07

(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	6/01/11 - 6/30/11

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		5,956.00								5,956.00				40,811.08
Transfer from affiliate, RCC, Inc										-				36,385.00
Return of utility deposits										-				9,864.34
Total Other Receipts	$	5,956.00	$	-	$	-	$	-	$	5,956.00	$	-	$	48,022.71		$	-
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	6/01/11 - 6/30/11

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		$	1,174,341.06		$	100.00		$	100.00		$	-
Balance Per Bank		$	1,174,341.06		$	100.00		$	100.00		$	-
(+) Deposits in Transit (Attach List)			-			-			-			-
(-) Outstanding Checks (Attach List)			-			-			-			-
Other (Attach Explanation)			-			-			-			-
Adjusted Bank Balance *		$	1,174,341.06		$	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	6/01/11 - 6/30/11

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.	4/1 - 04/30/11		13,139.62	RA Liquidating	MT060111		06/01/11		10,224.31		363.18
													474,213.79		27,924.86
J.H. Cohn LLP	4/1 - 04/30/11		2,622.24	RA Liquidating	MT062811		06/28/11		2,087.35		13.84
													159,811.17		271.27
Kurzman Carson Consultants	3/1 - 3/31/11		26,834.62	RA Liquidating		4002	06/01/11		14,022.80		9,314.17
													14,022.80		9,314.17
Lowenstein Sandler PC	1/1 - 2/28/11		25,722.89	RA Liquidating	MT060211		06/02/11		20,306.20		347.86
	3/1 - 3/31/11		11,420.03	RA Liquidating	MT062811		06/28/11		9,029.54		136.54		209,749.79		4,103.84
		$	79,739.40					$	55,670.20	$	10,175.59	$	1,220,184.50	$	43,739.86

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

STATEMENT OF OPERATIONS

(Income Statement)

Accrual Basis

				Cumulative
Revenues	Month			Filing to Date
Gross Revenues	$	-		$	1,232,865.00
Less:  Returns and Allowances		210.16			(635.84	)
Net Revenue		210.16			1,232,229.16
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		210.16			302,824.16
Operating Expenses
Advertising
Auto and Truck Expense		-			948.00
Bad Debts		(418.81	)		(7,988.04	)
Contributions					-
Employee Benefits Programs		-			6,560.00
Insider Compensation *
Insurance					9,810.37
Management Fees		29,998.00			791,279.00
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)		-			134,008.98
Total Operating Expenses Before Depreciation		29,579.19			984,944.56
Depreciation/Depletion/Amortization		-			31,452.00
Net Profit (Loss) Before Other Income & Expenses		(29,369.03	)		(713,572.40	)
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		(29,369.03	)		(528,680.40	)
Reorganization Items
Professional Fees		15,557.93			814,349.32
U.S. Trustee Quarterly Fees					32,500.00
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)		10.62			107.24
Gain (Loss) from Sale of Equipment		-			5,890,082.00
Other Reorganization Expenses (attach schedule)		900.00			60,358.00
Total Reorganization Expenses		16,447.31			(4,982,981.92	)
Income Taxes - deferred & allocated among affiliates		-			1,433,958.00
Income Taxes - current		-			1,960.00
Net Profit (Loss)	$	(45,816.34	)	$	3,018,383.52

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

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
	$	-	$	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
ISRA clearance fees - NJDEP		900.00		900.00
	$	900.00	$	60,358.00

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	6/01/11 - 6/30/11

BALANCE SHEET

Accrual Basis

	Book Value at End of		Book Value on
Assets	Current Reporting Month		Petition Date
Current Assets
Unrestricted Cash and Equivalents	$	1,174,541.06	$	39,998.00
Restricted Cash and Equivalents (see continuation sheet)
Accounts Receivable (Net)		-		143,218.00
Notes Receivable
Inventories				223,977.00
Prepaid Expenses				91,243.00
Professional Retainers		-		25,000.00
Other Current Assets (attach schedule)		567,365.75		527,549.00
Total Current Assets		1,741,906.81		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)		3,862,391.21		3,514,233.00
Total Other Assets		3,862,391.21		3,514,233.00
Total Assets	$	5,604,298.02	$	7,819,589.00

	Book Value at End of			Book Value on
Liabilities And Owner Equity	Current Reporting Month			Petition Date
Liabilities Not Subject to Compromise (Postpetition)
Accounts Payable	$	900.00		$	-
Taxes Payable (refer to Form MOR-4)		922.78
Wages Payable
Notes Payable
Rent/Leases - Building/Equipment
Secured Debt / Adequate Protection Payments
Professional Fees		79,699.14
Amounts Due to Insiders *		-
Other Postpetition Liabilities (attach schedule)		142,876.63
Total Postpetition Liabilities		224,398.55			-
Liabilities Subject to Compromise
Secured Debt					3,576,750.00
Priority Debt		6,122.47			21,836.00
Unsecured Debt		1,369,228.32			3,234,837.58
Total Pre-Petition Liabilities		1,375,350.79			6,833,423.58
Total Liabilities		1,599,749.34			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		3,018,383.52
Adjustments to Owner Equity (attach schedule)
Postpetition contributions (Distributions) (Draws) (attach schedule)
Net Owner Equity		4,004,548.68			986,165.42
Total Liabilities and Owners' Equity	$	5,604,298.02		$	7,819,589.00

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

BALANCE SHEET - continuation sheet

	Book Value at End of		Book Value on
Assets	Current Reporting Month		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		500,172.75
	$	567,365.75	$	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		3,457,464.21		2,212,667.00
	$	3,862,391.21	$	3,514,233.00

	Book Value at End of		Book Value on
Liabilities And Owner Equity	Current Reporting Month		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.		29,998.00
Intercompany payable - RCPC Liq Corp		95,854.95
	$	142,876.63	$	-
Adjustments to Owner Equity
	$	-	$	-
	$	-	$	-
Postpetition contributions (Distributions) (Draws) (attach schedule)
	$	-	$	-
	$	-	$	-

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

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				3,092.28	06/06/11	EFT		429.72
Excise										-
Unemployment		493.06		-						493.06
Real Property										-
Personal Property										-
Other:  Fee
Other:  Income										-
Total State and Local		4,015.06		-		3,092.28				922.78
Total Taxes	$	4,015.06	$	-	$	3,092.28			$	922.78

SUMMARY OF UNPAID POSTPETITION DEBTS

Attach aged listing of accounts payable
	Current			0-30		31-60		61-90	Over 90		Total
Accounts Payable, NJDEP	$	900.00	$	-	$	-	$	-	$	-	$	900.00
Wages Payable		-										-
Taxes Payable		922.78										922.78
Rent/Leases-Building												-
Rent/Leases-Equipment												-
Secured Debt/Adequate Protection Payments												-
Professional Fees		20,209.68		26,178.77		8,582.25		7,492.54		17,235.90		79,699.14
Amounts Due to Insiders *												-
Other:  Accrued expenses		17,023.68										17,023.68
Other:  Due to RCLC, Inc.		29,998.00										29,998.00
Other:  Due to RCPC Liquidating Corp		95,854.95										95,854.95
Total Postpetition Debts	$	164,909.09	$	26,178.77	$	8,582.25	$	7,492.54	$	17,235.90	$	224,398.55

In re	RA Liquidating Corp	Case No.	10-35315-MBK
		Reporting Period	6/01/11 - 6/30/11

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		628.97
(-) Credit card fees and credits during the period		(210.16	)
Total Accounts Receivable at the end of the reporting period				$	3,099.64
Accounts Receivable Aging	Amount
0 – 30 days old		-
31 – 60 days old		-
61 – 90 days old		-
91 + days old		3,099.64
Total Accounts Receivable				$	3,099.64
Amounts considered uncollectible (Bad Debt)					(3,099.64	)
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:

3 The sales tax return for the fourth quarter 2010 was filed June 3, 2011, due to an error in communication with former employees of RA Liquidating Corp.

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