================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2000                Commission File No. 0-12361

                        Richton International Corporation
             (Exact name of registrant as specified in its charter)

                Delaware                                    05-0122205
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

  767 Fifth Avenue, New York, New York                         10153
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number ....................................... (212) 751-1445

    Securities registered under            Name of Exchange on which Registered:
Section 12(b) of the Exchange Act:

    Common Stock, par value $.10                   American Stock Exchange

         Securities registered under Section 12(g) of the Exchange Act:

            Series A Preferred Stock, par value $1.00. Purchase Right

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes_x_ No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant.

         Aggregate market value at March 1, 2001 amounted to $41,500,000

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.

Common Stock, par value $.10, 3,605,000 shares at March 1, 2001

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual  stockholders report for the year ended December 31, 2000
are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual  stockholders  meeting to be held
during 2001 are incorporated by reference into Part III.
================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
PART 1

Item 1      Business ......................................................  1

Item 2      Properties ....................................................  4

Item 3      Legal Proceedings .............................................  4

Item 4      Submission of Matters to a Vote of
              Security Holders ............................................  4

PART II

Item 5      Market for Registrant's Common Equity and
              Related Stockholder Matters .................................  5

Item 6      Selected Consolidated Financial Data ..........................  5

Item 7      Management's Discussion and Analysis of Financial
              Condition and Results of Operations .........................  6

Item 7a     Quantitative & Qualitative Disclosures about Market Risk ......  7

Item 8      Financial Statements and Index to Financial Statements ........  8

Item 9      Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure .........................  8

PART III

Item 10     Directors and Executive Officers of Registrant ................  9

Item 11     Executive Compensation ........................................  9

Item 12     Security Ownership of Certain Beneficial Owners
              and Management ..............................................  9

Item 13     Certain Relationships and Related Transactions ................  9

PART IV

Item 14     Exhibits, Financial Statements and Reports on Form 8-K ........  9

Signatures ................................................................ 13

<PAGE>

                                     PART I

Item 1. Business

      This report contains forward-looking  statements. The matters expressed in
such statements are subject to numerous  uncertainties and risks including,  but
not limited to,  general  economic and  climactic  conditions  in the markets in
which  Richton  and its  subsidiaries  operate,  fluctuation  in demand  for the
products and services offered by these subsidiaries, and current expectations of
the  Company or its  management.  Should one or more of those  uncertainties  or
risks materialize,  or should the underlying assumptions prove incorrect, actual
results may vary materially from those described as forward-looking  statements.
The Company does not intend to update those forward-looking statements.

      Richton  International  Corporation  (the  "Company"  or  "Richton")  is a
diversified  service company with three operating  subsidiaries,  Century Supply
Corp.  ("Century"),  CBE  Technologies,   Inc.  ("CBE")  and  Creative  Business
Concepts,  Inc. ("CBC").  On January 16, 2001, the Company announced that it had
received  unsolicited  interest in acquiring the Company. The Board of Directors
and management  are reviewing  various  options with respect to such  inquiries.
There is no assurance  that any action will be taken.  The Company is continuing
its deliberation on this subject.

      Century  is a leading  full-service  wholesale  distributor  of  sprinkler
irrigation   systems,   outdoor  lighting  and  decorative  fountain  equipment,
headquartered in Madison Heights,  Michigan.  Its branches serve customers in 35
States  and  in  Ontario,   Canada.   During  2000,   Century  acquired  several
distributors  in  Texas,  Pennsylvania  and  Massachusetts  and  opened  several
additional  branches in existing markets.  Irrigation products have historically
been sold by manufacturers  primarily through wholesale distributors and Century
is a leading  distributor  of irrigation  equipment in the  geographic  areas it
serves.  Century is currently a distributor for the principal original equipment
manufacturers ("OEM") of turf irrigation equipment in the United States.

      Century's primary  customers are irrigation and landscape  contractors who
install irrigation systems for commercial,  residential and golf course watering
systems.  Approximately  86% of revenues are derived from  irrigation  products,
with the remaining 14 % from lighting and  fountains.  Century  represents  more
than 60 suppliers and provides a complete product line to  approximately  21,000
customers through 150 branches.

      Century is organized into six geographical  regions,  each with a regional
team that  manages  branches  within a  specific  geographic  area.  Purchasing,
accounts receivable,  accounting and cash management are centralized  functions.
Close control is maintained  over  receivables,  inventory and other key factors
through a centralized order entry management  information  system.  All branches
are linked to the on-line system, and substantially all of Century's business is
conducted in a real time order entry environment.

      Century's operations  constitute a material portion of Richton's business.
Although Century has a history of operating profitably, its business is impacted
by both the economic and climactic  conditions in the geographic areas where its
branches are located.  Since irrigation and landscape  contractors are Century's
primary customers, business is best when commercial and residential construction
is strong and general economic conditions and consumer confidence are favorable.
Weather  is also a  significant  non-controllable  element  affecting  Century's
business.  Business is better during warm dry periods,  especially in spring and
early summer months and when general  construction is strong.  Climactic factors
that can adversely affect Century  principally relate to above-average  rainfall
during the primary selling season or other unusual  weather-related  conditions.
Century's  geographic  diversity makes it much less  susceptible to weather than
many of its competitors who operate in a more limited  geographic area.  Century
has mitigated  some of the impact of both  economic and climactic  conditions by
pursuing an aggressive  growth  program.  By opening or acquiring  branches (see
Competition)  in new areas  and  continuing  to grow its  business  in  existing
markets,  Century has created both geographic  diversity and consistent  growth.
Even so,  seasonality  causes a  significant  disparity in  quarterly  sales and
results.

      CBE is  headquartered in Boston,  Massachusetts  with offices in New York,
New York and  Portland,  Maine and is a  systems  integrator  providing  network
consulting,  design,  and installation;  network management and related support;
technical  services  outsourcing;   comprehensive   hardware  maintenance;   and
equipment sales.

      CBE is accredited as Cisco Premier, as a Microsoft Channel partner and has
been certified,  by Novell, as a Platinum reseller,  an official Training Center
and an authorized Service Center.


                                       1
<PAGE>

      Physical   resources  include  a  fully  integrated  network  lab  with  a
functioning model of most computer  operating  systems; a network management lab
to support remote management;  and training labs at both the Boston and Portland
sites to support in-house training programs.

      CBE is also an  authorized  service  and  warranty  center for most of the
leading Personal Computer ("PC")  manufacturers  including IBM, Compaq,  Hewlett
Packard,  Apple,  and AST and services  most every other make of PC and printer.
The field staff is  supported  by a fully  automated  call  control and dispatch
center;   a  parts   depot  with  an   extensive   inventory;   and  a  complete
diagnostic/repair lab for PC's, printers and monitors.

      CBE's business is impacted by  technological  changes in both software and
hardware.  There can be no  assurance  that CBE can (a)  continue  to maintain a
level of highly  qualified and experienced  technicians  and engineers,  and (b)
that those  technicians  will  continue to remain  technically  proficient in an
environment in which technological changes occur regularly.

      CBC is headquartered in Irvine,  California and was acquired by Richton in
February 1999. CBE's Costa Mesa,  California branch was merged into CBC in March
1999. CBC essentially performs the same services for its customers that CBE does
for their customers.

Suppliers

      Century  maintains a broad base of  suppliers  that enables the Company to
offer a wide range of irrigation equipment. Products are obtained from more than
60 suppliers with no one supplier  comprising more than 30% of annual purchases.
Century  has master  distributor  agreements  in place  with Rain Bird,  Hunter,
Irritrol  Systems  and  Hunter  Golf as well as with  other OEM  suppliers  that
authorize  Century as a distributor  of their  products for specific  geographic
areas. These agreements are renewable  annually,  and there is no assurance that
these agreements will be renewed.  Therefore,  Century's  business is subject to
change if these  distribution  agreements  with  manufacturers  terminate  or if
manufacturers  pursue alternate channels of distribution.  However, it should be
noted that Century maintains excellent vendor relations with these suppliers and
management believes the wholesale  distribution  channel will continue to be the
dominant professional channel for the irrigation industry.

      CBE  and  CBC  acquire  their  products  from  OEM  suppliers  as  well as
wholesalers and  distributors  such as Tech Data  Corporation,  Ingrim Micro and
Gates Arrow Electronics.

Competition

      Historically,  irrigation  distribution,  like the wholesale  distribution
industry  in  general,  has been  fragmented  with many  small  distributorships
serving specific geographic  markets.  The more recent trend in distribution has
been one of consolidation, where larger wholesaler chains have been created as a
result of mergers and acquisitions with distributors moving into new territories
to expand  market share and achieve  economies of scale.  Within the  irrigation
industry, Century has been a leader in the trend toward consolidation.

      During the period of Richton ownership, Century has grown from $43 million
in sales in 1993 to more than $201 million in sales in 2000. Since Century has a
sophisticated  computer system  supporting its branch operations and most of its
administrative  functions  are  centralized,  Century  has been able to  achieve
significant benefits as a result of consolidation and growth.

      This growth has  resulted in Century  facing a variety of  competitors  in
almost every market it serves. Century competes with these other distributors by
providing local warehousing linked to a centralized computer system that enables
Century customers to get product when they need it, and by providing value-added
services, such as design assistance,  training seminars,  incentive programs and
sales leads to its  customers.  Century also  competes  against  large  discount
stores and plumbing supply  companies that sell irrigation  products,  sometimes
doing so at lower prices, but without the range of services that Century offers.
While  some  of  its  competitors  in  specific  markets  are  larger  than  the
corresponding Century operations, it is management's belief that none are larger
when only the irrigation business is considered.

      CBE and CBC  compete in  maintenance  service  with many  companies,  both
larger and smaller than themselves. Larger companies generally are OEM suppliers
that also provide  network  installation  and  maintenance  services and offer a
broader line of product and services than do CBE and CBC.


                                       2
<PAGE>

Employee Relations

      At December 31, 2000,  the Company  employed  approximately  750 full-time
employees.  None of these  employees  are  covered  by a  collective  bargaining
agreement.

      The  Company  considers  its people to be one of its  greatest  assets and
provides  training courses on sales,  product features and benefits,  management
skills,  and  communication.  This has created an effective,  knowledgeable  and
self-motivated work force with a strong focus on customer service.

Working Capital

      Century's business is seasonal principally due to the fact that irrigation
systems are normally  installed  during warm weather and a majority of Century's
branches  are located in the  Eastern  half of the United  States.  As a result,
Century's  monthly and quarterly  sales,  operating  results and working capital
requirements fluctuate significantly.  Century relies on short-term borrowing to
finance  its  working  capital  needs.  Century  seeks  to  maintain  a level of
borrowing of  approximately  $25 million which is normally  achieved  during the
latter part of December  through much of the first quarter.  Beginning in April,
borrowing  requirements expand. By July,  short-term borrowings will increase to
approximately $45 million,  consistent with working capital growth and operating
requirements.  Subsequent to then, receivable balances are liquidated, releasing
substantial  amounts  of cash that may be used to reduce  short-term  borrowing.
(See Note 7 of Notes to Consolidated  Financial  Statements for a description of
the Company's Revolving Credit facility.)

      At December 31, 2000, working capital increased approximately $5.6 million
to $15.4  million  from  $9.8  million  in the prior  year.  This  increase  was
attributed  primarily  to higher  inventories  and  receivables  resulting  from
increased  sales and  acquisitions  and to a buying  program  offered  by one of
Century's principal suppliers.

Business Acquisitions

      On March 29,  1995 the  Company,  through  its  wholly  owned  subsidiary,
Century, acquired all the operating assets and business of CBE for $5.0 million,
plus assumption of certain  liabilities,  which were financed by bank borrowings
of $3.0 million,  a $1.0 million unsecured  promissory note to the former owners
and a $1.0 million note to the Chairman of Richton. The note to the Chairman was
subject to a fairness  opinion of an  independent  advisor  chosen by  Richton's
Board of Directors.

      During  1999,  Century  acquired,  for  $  2.6  million,  seven  different
distributor  operations in six different markets:  New York,  Michigan,  Oregon,
Kentucky,  Missouri  and  South  Carolina.  The  purchases  were  made  for cash
generated  from  its  working  capital  line  and   subordinated   debt.   These
acquisitions  were  accounted for as purchases and the Company  recognized  $1.6
million of goodwill and other  intangibles in these  transactions.  Century also
opened seventeen new branches in existing and new markets.

      On February 25, 1999, the Company acquired,  for $2.2 million, 100% of the
common  stock  of CBC of  Irvine,  California,  a  leading  computer  networking
integrator.  CBC was  consolidated  with the Costa Mesa office of Richton's  CBE
subsidiary.  The  acquisition  was  accounted  for as a  purchase.  The  Company
recognized approximately $2.3 million of goodwill in this transaction.

      On October 18,  1999,  the Company  acquired,  for $1.4 million all of the
operating  assets and  certain of the  liabilities  of  Corporate  Access,  Inc.
("CAI").  CAI, which has been  assimilated into CBE is a value added reseller of
networking  and computer  equipment.  This  acquisition  was  accounted for as a
purchase and the Company  recognized  approximately  $1.0 million of goodwill in
this transaction.

      On June 30, 2000,  Century acquired all the outstanding  common stock of a
distributor  in  Arlington,   Texas.  The  aggregate   purchase  price  of  this
acquisition was $2.0 million, including the recording of goodwill and intangible
assets of $.8 million.  In addition,  the Company  acquired  assets of two other
distributors in Pennsylvania and Massachusetts.  The aggregate purchase price of
these  acquisitions  were $.4 million,  including  the recording of goodwill and
intangible assets of $85,000.


                                       3
<PAGE>

Liquidity

      Our net worth of the Company as of  December  31,  2000 has  increased  to
$27.8  million  from $19.0 at  December  31,  1999.  During  2000,  the  Company
negotiated  several  modifications  to it's existing  $67.5  million,  five year
Revolving  Credit,  Term Loan and  Security  Agreement  ("the  Agreement")  that
expires in 2004, with PNC Business Credit ("PNC").  The Agreement provides for a
$60.0 million Revolving Credit facility and a $7.5 million five year Term Loan -
now reduced to $4.25 million. Loans under this agreement are secured by accounts
receivable,  inventory  and fixed assets of Century,  CBC and CBE. The Revolving
Credit  loans carry an interest  rate based upon LIBOR plus 250 basis  points if
the Company's  leverage  ratio is in excess of 2.5 times  trailing  twelve month
EBITDA,  as defined,  or LIBOR plus 225 basis  points if the  leverage  ratio is
lower than 2.5 times trailing twelve month EBITDA, as defined. The modifications
include a lower applicable margin ( as defined) of 225 and 200 basis points when
the  leverage  ratio is lower  than  2.50 or 2.00,  respectively.  In  addition,
certain other  restrictive  provisions  were  moderated.  The Company also has a
prime rate option.  At December 31, 2000,  the interest  rate was 8.9%, or LIBOR
plus 225 basis  points.  Although  the  Company  believes  it will  continue  to
generate  cash and have  sufficient  credit  available to liquidate its term and
subordinated  debt  as it  becomes  due,  and  make  acquisitions,  there  is no
assurance,  given the  degree of  leverage,  the  seasonality  of its  principal
business and the strong  construction  economy that existed during much of 2000,
that it can continue to do so in the future.

ITEM 2. Properties

      Richton's  executive offices at 767 Fifth Avenue,  New York, New York, are
subject to a five-year lease, which expires in 2003. Century's principal offices
are in Madison Heights,  Michigan,  under a lease that expires in October, 2005.
In addition, Century leases warehouse and sales space in its other branches. The
aggregate of such leased space is approximately  617,000 square feet. Expiration
dates  extend to October  2010.  Three of these  facilities  are leased from the
former  owner of Century  under a lease  agreement  which  approximates  current
market  value.  These leases expire  beginning in October 2005.  One facility is
leased from a partnership  which  includes the President of Century.  The lease,
which is currently on an annual basis,  approximates  current  market value.  In
addition,  during  1997  Century  acquired  a 10,000  square  foot  facility  in
Sarasota,  Florida which it had previously  leased. In 1998,  Century acquired a
3,000 square foot facility in Saginaw,  Michigan which it had previously leased.
Pursuant to the Texas acquisition noted above Century acquired 3,000 square feet
of warehouse space in Forth Worth, Texas. CBE's principal offices are located in
Boston,  Massachusetts.  This office is leased under an agreement, which expires
in June 2001. CBE leases  approximately  10,000 square feet of additional office
space at its other  locations.  CBC leases  approximately  25,000 square feet of
office space in Irvine, California. This lease expires in February 2002. Richton
believes that its properties are adequately  equipped,  maintained and suited to
the purposes for which they are used.

ITEM 3. Legal Proceedings

      In the  opinion  of  management,  there  are  no  material  pending  legal
proceedings to which the Company is a party.

ITEM 4. Submission of Matters to a Vote of Security Holders

      No matter was  submitted to a vote of security  holders  during the fourth
quarter of fiscal 2000.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

      For the information about the executive officers of Richton required to be
included in this Part I, see "Directors and Executive Officers of Registrant" in
Part III below, which is incorporated into Part I by reference.


                                       4
<PAGE>

                                     PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters

      (a) Market information:

      The Company's Common Stock trades on the American Stock Exchange under the
symbol "RHT".  The following  table sets forth the high and low sales prices for
the Common Stock.  The  quotations  shown are as reported by the American  Stock
Exchange.

                                    2000                  1999
                             ---------------         --------------
     Calendar Quarter        High        Low         High        Low
     ----------------        ----        ---         ----        ---
First ...............       $16.56     $13.687     $141 3/16   $  8 5/8
Second ..............        20.625     14.4375      14          11 1/2
Third ...............        21.5       18.5         17 1/4      12 1/4
Fourth ..............        22.5       17.0         17 5/16    121 1/16

      (b) Approximate Number of Equity Stockholders:

                                                        Approximate Number
                                                         of Record Holders
               Title of Class                          at February 28, 2001
               --------------                          --------------------
        Common Stock, $ .10 par value                           456

      (c) Dividends:

      The Company paid no cash  dividends in 2000,  1999, or 1998. The Company's
financing arrangements preclude the distribution of dividends.

ITEM 6. Selected Consolidated Financial Data

      The  following  data has been  derived  from  the  Consolidated  Financial
Statements  of the  Company  and  should  be  read  in  conjunction  with  those
statements, and the notes related thereto, which are included in this report.

                              SUMMARY OF OPERATIONS
            (In thousands, except percentages and per share amounts)

<TABLE>
<CAPTION>
                                                      December 31
                               ---------------------------------------------------------
                                  2000      1999(a)      1998         1997       1996
                                  ----      -------      ----         ----       ----
<S>                            <C>         <C>         <C>         <C>         <C>
Net Sales ..................   $260,569    $218,176    $147,899    $106,523    $ 87,750
Gross Profit percentage ....         27%         29%         28%         28%         28%
Income from Operations .....     15,995      14,238       7,582       5,505       3,832
Interest expense, net ......      2,823       2,313       1,604       1,334       1,216
Net Income .................      8,510       7,155       3,532       2,290       1,766
Net Income per diluted share   $   2.47    $   2.12    $   1.06    $   0.68    $   0.54
</TABLE>

                               FINANCIAL POSITION
                          (In thousands, except ratios)

                                                December 31
                           -----------------------------------------------------
                               2000     1999(a)     1998       1997       1996
                           -----------------------------------------------------
Total Assets ............    $91,752    $75,392    $57,493    $41,632    $32,374
Long-term Debt ..........      2,224      5,020      4,639      5,591      6,986
Working Capital .........     15,400      9,831      6,535      7,372      5,610
Current ratio ...........  1.25 to 1  1.19 to 1  1.16 to 1  1.27 to 1  1.31 to 1

      See notes to Selected Consolidated Financial Data:

      Note (a) --The  Company  acquired  CBC  effective  January  1,  1999;  CAI
effective October 15, 1999.


                                       5
<PAGE>

ITEM  7. Management's Discussion and Analysis of Financial Condition and Results
         of Operations

      The  following  information  should be read  along  with the  Consolidated
Financial Statements and Notes thereto on pages F-2 through F-13.

      This report contains forward-looking  statements. The matters expressed in
such statements are subject to numerous  uncertainties and risks including,  but
not limited to,  general  economic and  climactic  conditions  in the markets in
which  Richton  and its  subsidiaries  operate,  fluctuation  in demand  for the
products and services offered by these subsidiaries, and current expectations of
the  Company or its  management.  Should one or more of those  uncertainties  or
risks materialize,  or should the underlying assumptions prove incorrect, actual
results may vary materially from those described as forward-looking  statements.
The Company does not intend to update those forward-looking statements.

RESULTS OF OPERATIONS

2000 Compared with 1999

      Sales for the year  ended  December  31,  2000  were  $260.6  million,  an
increase of $42.4 million or approximately  19.4% over the 1999 amount of $218.2
million. Century contributed $25.8 million of this increase for a year over year
increase of 14.7%.  Century's  growth in 2000 was due to geographical  expansion
and full  year  inclusion  relating  to  acquisitions  made  during  1999 and to
continued   expansion  of  its  branch  network,   which  has  now  expanded  to
approximately 150 branches.  Richton's  Technology group, has increased sales by
38.5%,  to $59.4 million from the $42.9 million.  All of the Technology  Group's
growth is due to increased  sales of product  relating to the acquisition of CAI
in later part of 1999 rather than service.

      Gross profit for the year ended  December 31, 2000 was $71.6  million,  an
increase of $7.7  million or  approximately  12.1% over the 1999 amount of $63.8
million.  This  increase is due  primarily to the higher sales noted above.  The
overall  gross profit  percentage  decreased to 27.5 % from 29.2% in 1999 due to
the product mix related to the growth in the Technology Group's sales.

      Selling,  general and administrative  expenses for the year ended December
31, 2000 increased $6.0 million or 12.1% to $55.6 million from $49.6 million for
the year ended  December 31, 1999.  As a  percentage  of sales,  these costs are
21.3% and 22.7% of sales in 2000 and 1999, respectively. The full year effect of
the geographical  expansion  resulting from  acquisitions made during 1999 noted
above accounted for a major portion of this increase.

      Interest  expense,  net for the year ended December 31, 2000 increased $.5
million to $2.8 million.  This increase reflects the increased  borrowings under
the line of credit incurred to support the higher working  capital  requirements
and to moderately higher interest rates due principally to the tightening credit
markets for short-term borrowings.

      For the year ended  December  31,  2000,  the  federal,  state and foreign
income tax provision was $4.7 million, and 35 % of pre-tax income, compared with
$4.8 million and 40%,  respectively  for 1999.  The decline in the effective tax
rate  is due to the  reversal  of tax  reserves  of  approximately  $.4  million
relating to closed  years.  The higher taxes are due to higher  pretax income in
2000 as compared with 1999.

      As a result of the  foregoing,  net income for the year ended December 31,
2000 was $8.51  million or $2.47 per  share-diluted.  This  compares  with $7.16
million or $2.12 per  share-diluted  reported  for the year ended  December  31,
1999. The higher net income is due  principally  to increased  sales levels as a
result of both acquisitions and internal growth.

1999 Compared with 1998

      Sales for the year  ended  December  31,  1999  were  $218.2  million,  an
increase of $70.3 million or approximately  47.5% over the 1998 amount of $147.9
million.  Century  contributed  $50.3  million of this  increase  due largely to
favorable economic and weather conditions in most of its market areas and due to
geographical   expansion   relating  to  acquisitions   made  during  1998,  the
acquisitions  made in early 1999 and continued growth from past acquisitions and
branch  openings..  Richton's  Technology Group has increased sales by 87.3%, to
$42.9 million from the $22.9  million  represented  solely by CBE in 1998.  This
Group currently includes CBE, CAI (purchased in October, 1999) and CBC (acquired
effective January, 1999 with 1999 sales of $15.5 million).


                                       6
<PAGE>

      Gross profit for the year ended  December 31, 1999 was $63.8  million,  an
increase  of $23  million or  approximately  56.4% over the 1998 amount of $40.8
million.  This  increase is due  primarily to the higher sales noted above.  The
overall gross profit percentage  increased slightly to 29.2 % from 27.6% in 1998
due to product  mix and  improved  competitive  conditions,  principally  in the
geographically diverse markets served by Century.

      Selling,  general and administrative  expenses for the year ended December
31, 1999  increased  $16.4  million or 49.4% to $49.6 million from $33.2 million
for the year ended December 31, 1998. As a percentage of sales,  these costs are
22.7% and 22.4% of sales in 1999 and 1998, respectively. The full year effect of
the geographical expansion resulting from acquisitions made during 1998 and 1999
noted above accounted for a major portion of this increase.

      Interest  expense,  net for the year ended December 31, 1999 increased $.7
million to $2.3 million.  This increase reflects the increased  borrowings under
the line of credit incurred to support the higher working capital  requirements.
In addition,  higher  interest rates due  principally  to the tightening  credit
markets for short term borrowings contributed to this increased cost.

      For the year ended  December  31,  1999,  the  federal,  state and foreign
income tax provision was $4.8 million,  and 40% of pre-tax  income,  compared to
$2.4 million and 41%,  respectively for 1998, an increase of approximately  $2.4
million from last year. The higher taxes are due to higher pretax income in 1999
as compared to 1998.  The slightly  lower tax rate was attributed to lower state
taxes in 1999.

      As a result of the  foregoing,  net income for the year ended December 31,
1999 was $7.16  million,  or $2.12 per  share-diluted.  This compares with $3.53
million or $1.06 per  share-diluted  reported  for the year ended  December  31,
1998. The higher net income is due  principally  to increased  sales levels as a
result of both acquisitions and internal growth.

Liquidity and Capital Resources

      The Company's financial  condition  continues to improve.  Net worth as of
December  31, 2000 has  increased  to $ 27.8  million from $19.0 at December 31,
1999.  The Company's  long-term  debt,  including the current  portion was $ 5.2
million at December 31, 2000, a decrease of $3.1 million from December 31, 1999.
In  addition,  amounts  due under lines of credit  totaled $ 34.1  million as of
December 31, 2000  compared  with $ 29.0  million as of December  31, 1999.  The
increases in borrowings are primarily due to the higher working capital needs in
both  businesses.  Cash flow from  operations  was $ 3.1 million in 2000,  which
compares  with $3.4 million in 1999 and $1.3 million used in operations in 1998.
The Company was thus,  able to fund it's  subordinated  debt  repayment  of $3.4
million and acquire new  businesses  (See Item 1 -- Business  Acquisitions)  and
make capital  improvements of $1.3 million each by increasing its debt by only $
3.4 million.

      The Company  continues  to rely on  short-term  borrowings  to finance its
working  capital.  During  the first  quarter of each  year,  Century's  working
capital  requirements  are at a low point with  short-term  borrowings of $38.0.
During the second quarter,  working capital  requirements begin to expand and by
July of each year, the amount  necessary to carry the working capital expands to
approximately  $45.0  million.  From July  through  the  remainder  of the year,
receivable balances are liquidated,  releasing  substantial amounts of cash that
may be used to reduce  short-term  debt. By December 31, 2000,  working  capital
increased  approximately  $5.6  million to $ 15.4  million from $ 9.8 million in
1999.  This  increase  was  attributed  primarily  to lower  short-term  debt in
relation to other  working  capital items to the working  capital.  Net worth to
total capitalization  improved to 44% at December 31, 2000 from 34% as of a year
earlier.

      It is  expected  that the  Company  will  continue  to rely on  short-term
borrowings to fund its future growth, which may increase the Company's leverage.
At January 1, 2001, the Company has sufficient  credit  facilities and cash flow
to meet its  obligations as they come due over the next twelve months.  Although
the Company  believes it will  continue  to  generate  cash and have  sufficient
credit available to liquidate its term and subordinated  debt as it becomes due,
and make acquisitions,  there is no assurance, given the degree of leverage, the
seasonality of its principal business and the strong  construction  economy that
existed during much of 2000, that it can continue to do so in the future.

ITEM 7a. Quantitative & Qualitative Disclosures about Market Risk

      The Company's market risk sensitive instruments do not subject the Company
to material market risk exposures.


                                       7
<PAGE>

ITEM 8. Financial Statements and Index to Financial Statements

                                                                           Page
                    Description                                           Number
                    -----------                                           ------
Report of Independent Public Accountants ...............................   F-1

Consolidated Balance Sheets at December 31, 2000
   and December 31, 1999 ...............................................   F-2

Consolidated Statements of Income for the three years ended
   December 31, 2000 ...................................................   F-3

Consolidated Statements of Stockholders' Equity for the
   three years ended December 31, 2000 .................................   F-4

Consolidated Statements of Cash Flows for the three years ended
   December 31, 2000 ...................................................   F-5

Notes to Consolidated Financial Statements .............................   F-6

Financial Statement Schedule
   Schedule II - Valuation and Qualifying Accounts for years ended
   December 2000, 1999, 1998 ...........................................   S-1

Richton International Corporation

      Quarterly analysis of sales, operating margin, net income and earnings per
share (unaudited)

<TABLE>
<CAPTION>
                                            Gross          Pre-tax         Net         Earnings (loss)
                             Sales         Profit $     Profit (Loss)  Income (Loss)  Per Share-diluted
                          ------------   -----------    -------------  -------------  -----------------
<S>           <C>         <C>            <C>            <C>            <C>                 <C>
1st Qtr.      2000        $ 43,369,000   $10,457,000    $(1,852,000)   $(1,156,000)        $(0.34)
              1999          29,385,000     7,576,000     (2,322,000)    (1,442,000)         (0.43)

2nd Qtr.      2000          93,683,000    25,778,000      9,423,000      5,763,000           1.70
              1999          75,182,000    22,298,000      7,427,000      4,574,000           1.34

3rd Qtr.      2000          75,137,000    21,300,000      6,043,000      3,777,000           1.11
              1999          65,748,000    19,357,000      5,578,000      3,418,000           1.00

4th Qtr.      2000          48,380,000    14,013,000       (442,000)       126,000           0.04
              1999          47,861,000    14,578,000      1,242,000        605,000           0.18
                          ------------   -----------    -----------    -----------         ------

Year          2000         260,569,000    71,548,000     13,172,000      8,510,000           2.47
              1999        $218,176,000   $63,809,000    $11,925,000    $ 7,155,000         $ 2.12
</TABLE>

ITEM  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

      None


                                       8
<PAGE>

                                    PART III

ITEM 10. Directors and Executive Officers of Registrant

      Identification of the executive officers:

        Name              Age       Positions and Offices          Officer Since
        ----              ---       ---------------------          -------------
Fred R. Sullivan .......  86     Director, Chairman of the Board       1989
                                  & President
Cornelius F. Griffin ...  61     Vice President & Chief                1985
                                  Financial Officer
Marshall E. Bernstein ..  63     Secretary                             1985

      There is no family  relationship  among any of the executive  officers and
directors of the Company.  Each  executive  officer holds office for one year or
until a respective successor is chosen,  except that each officer may be removed
from office, with or without cause, at any time by the Board of Directors.

      The business experience of the executive officers is:

      Fred R.  Sullivan  --  Director,  Chairman of the Board,  Chief  Executive
Officer and President for more than five years.

      Cornelius F. Griffin -- Vice President & Chief Financial  Officer for more
than five years.

      Marshall E. Bernstein -- For more than five years a Member of the law firm
of Robinson, Brog, Leinwand, Greene, Genovese & Gluck P.C. and predecessor.

ITEM 11. Executive Compensation

      The  information  required by Item 11 is  incorporated by reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 2000.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

      The  information  required by Item 12 is  incorporated by reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 2000.

ITEM 13. Certain Relationships and Related Transactions

      The  information  required by Item 13 is  incorporated by reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 2000.

                                     PART IV

ITEM 14. Exhibits, Financial Statements and Reports on Form 8-K

      (a)(1)  (2) The  list of  financial  statements  and  financial  statement
schedules by this item are included in Item 8 on page 8.

      (a) Exhibits:

      (2) Exhibits

            2.1   --  Stock  Purchase  Agreement  dated as of July 31,  1993 and
                      amendment  thereto  dated August 27, 1993 and among Ernest
                      Hodas as trustee of the Ernest Hodas Revocable  Trust, The
                      Hodas Family Limited  Partnership,  Ernest Hodas,  Century
                      Supply Corp., Century Acquisition  Corporation and Richton
                      International Corporation

                      Incorporated  by reference to Exhibit 2.1 to  Registrant's
                      Current report on Form 8 for January 5, 1994


                                     9
<PAGE>

            2.2   --  Agreement  for the Purchase of Assets dated March 29, 1995
                      by and among CBE Acquisition Corp., (the "Buyer"), Century
                      Supply Corp.,  Richton  International  Corporation and CBE
                      Technologies, Inc. (the "Seller")

                      Incorporated  by reference to Exhibit 2.1 to  Registrant's
                      Current report on Form 8-K for April 5, 1995

            2.3   --  Stock  Purchase  Agreement  dated as of February  24, 1999
                      among J. Richard Shafer,  Creative Business Concepts,  Inc
                      and Richton International Corporation

                      Incorporated  by reference to Exhibit 2.3 to  Registrant's
                      Current report on Form 10-K for December 31,1999

            2.4   --  Agreement  for the  Purchase of Assets  dated  October 27,
                      1999 by and among CBE  Technologies,  Inc. (the  "Buyer"),
                      Corporate  Access Inc., and Condor  Technology  Solutions,
                      Inc. (the "Seller")

                      Incorporated  by reference to Exhibit 2.4 to  Registrant's
                      Current report on Form 10-K for December 31, 1999

      (3) Exhibits

            3.1   --  Restated   Certificate   of   Incorporation   of   Richton
                      International Corporation

                      Incorporated  by reference to Exhibit 3.2 to  Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1997

            3.2   --  By laws of Richton International Corporation

                      Incorporated  by reference to Exhibit 99.1 to Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1995

      (4) Exhibits

            4.1   --  Stock Certificate (Specimen)

                      Incorporated  by reference to Exhibit 4.1 to  Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1997

      (10)Exhibits--  Material contracts

            10.1  --  2000 Long-Term Incentive Plan

            10.2  --  Revolving Credit,  Term Loan and Security  Agreement dated
                      as  of  May   17,   1999   among   RICHTON   INTERNATIONAL
                      CORPORATION, CENTURY SUPPLY CORP., CBE TECHNOLOGIES, INC.,
                      the  financial   institutions   which  are  now  or  which
                      hereafter  become a party  hereto  and PNC  BANK  NATIONAL
                      ASSOCIATION.

                      Incorporated  by reference to Exhibit 10.4 to Registrant's
                      Current report on Form 10-K for December 31, 1999

            10.3  --  AMENDMENT  TO  REVOLVING  CREDIT,  TERM LOAN AND  SECURITY
                      AGREEMENT  is  made  as of  July  9,  1999  among  RICHTON
                      INTERNATIONAL  CORPORATION,  CENTURY SUPPLY CORP., AND CBE
                      TECHNOLOGIES,  INC.,  and PNC BANK,  NATIONAL  ASSOCIATION

                      Incorporated  by reference to Exhibit 10.5 to Registrant's
                      Current report on Form 10-K for December 31, 1999

            10.4  --  SECOND  AMENDMENT  TO  REVOLVING  CREDIT,  TERM  LOAN  AND
                      SECURITY  AGREEMENT is made as of October 27, 1999,  among
                      RICHTON INTERNATIONAL  CORPORATION,  CENTURY SUPPLY CORP.,
                      and  CBE  TECHNOLOGIES,   INC.,  and  PNC  BANK,  NATIONAL
                      ASSOCIATION

                      Incorporated  by reference to Exhibit 10.6 to Registrant's
                      Current report on Form 10-K for December 31, 1999


                                     10
<PAGE>

            10.5  --  THIRD  AMENDMENT  TO  REVOLVING  CREDIT,   TERM  LOAN  AND
                      SECURITY  AGREEMENT  is  made as of May  30,  2000,  among
                      RICHTON INTERNATIONAL  CORPORATION,  CENTURY SUPPLY CORP.,
                      and  CBE  TECHNOLOGIES,   INC.,  and  PNC  BANK,  NATIONAL
                      ASSOCIATION

            10.6  --  GUARANTY dated as of May 17, 1999 this  "Guaranty" made by
                      RICHTON  HOLDING  CORP.,  in favor of PNC  BANK,  NATIONAL
                      ASSOCIATION,  as Agent for the Lenders (as defined below),
                      and the Lender

                      Incorporated  by reference to Exhibit 10.7 to Registrant's
                      Current report on Form 10-K for December 31, 1999

            10.7  --  Series A  Warrant  to  Purchase  236,250  shares of Common
                      Stock of Richton International Corporation

                      Incorporated  by reference to Exhibit 28.9 to Registrant's
                      Current report on Form 8K for January 5, 1994

            10.8  --  Subordinated  Note issued by Richton  International  Corp.
                      dated  October  26,  1993 to Mr.  Fred R.  Sullivan in the
                      principal amount of $1,181,250

                      Incorporated by reference to Exhibit 28.10 to Registrant's
                      Current report on Form 8K for January 5, 1994

      (11)Exhibit

            11.1  --  Calculation of earnings per share

                      Incorporated  by  reference  to  Footnote  11 to  Notes to
                      Consolidated  Financial  Statements of Registrant's Annual
                      Report on Form 10- K for the year ended December 31, 1998

      (21)Exhibits--  Subsidiaries of the Registrant

      (99)Exhibits--  Other

            99.1  --  Fairness  Opinion  received  from  Quirk,  Carson & Pettit
                      relating to the $1.0  million  promissory  note  agreement
                      between F.R. Sullivan and the Registrant

                      Incorporated  by reference to Exhibit 99.1 to Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1995

            99.2  --  Fairness  Opinion  received  from  Quirk,  Carson & Pettit
                      relating to the $1.0  million  promissory  note  agreement
                      between F.R. Sullivan and the Registrant

                      Incorporated  by reference to Exhibit 99.1 to Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1995

      (b) Reports on Form 8-K

            None.


                                     11
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       RICHTON INTERNATIONAL CORPORATION
                                                         (Registrant)

                              By:        /s/  Fred R. Sullivan
                                  --------------------------------------------
                                                Fred R. Sullivan
                                           Chairman of the Board and
                                            Chief Executive Officer
                                          (Principal Executive Officer)

Date: March 27, 2001

                              By:        /s/  Cornelius F. Griffin
                                  --------------------------------------------
                                              Cornelius F. Griffin
                                               Vice President and
                                            Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                    Signature                                    Title                              Date
                    ---------                                    -----                              -----

   <S>                                                 <C>                                        <C>
   /s/          Fred R. Sullivan                       Chairman of the Board and                  March 27, 2001
        ----------------------------------               Chief Executive Officer
                Fred R. Sullivan                         (Principal Executive Officer)

   /s/        Cornelius F. Griffin                     Vice President and Chief                   March 27, 2001
        ----------------------------------               Financial Officer (Principal
              Cornelius F. Griffin                       Financial and Accounting Officer)

   /s/        Norman E. Alexander                      Director                                   March 27, 2001
        ----------------------------------
              Norman E. Alexander

   /s/         Donald A. McMahon                       Director                                   March 27, 2001
        ----------------------------------
               Donald A. McMahon

   /s/          Thomas J. Hilb                         Director                                   March 27, 2001
        ----------------------------------
                Thomas J. Hilb

   /s/          Stanley J. Leifer                      Director                                   March 27, 2001
        ----------------------------------
                Stanley J. Leifer

   /s/         Richard P. Barnitt                      Director                                   March 27, 2001
        ----------------------------------
               Richard P. Barnitt
</TABLE>


                                       12
<PAGE>

                    Report of Independent Public Accountants

To Richton International Corporation and Subsidiaries:

      We have audited the  accompanying  consolidated  balance sheets of Richton
International  Corporation  (a  Delaware  corporation)  and  subsidiaries  as of
December 31, 2000 and 1999, and the related  consolidated  statements of income,
stockholders'  equity and cash  flows for each of the three  years in the period
ended  December  31,  2000.  These  consolidated  financial  statements  and the
schedule referred to below are the  responsibility of the Company's  management.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements and based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of Richton  International
Corporation and subsidiaries,  as of December 31, 2000 and 1999, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December  31,  2000  in  conformity  with  accounting  principles
generally accepted in the United States.

      Our  audits  were made for the  purpose of forming an opinion on the basic
financial  statements  taken as a whole. The schedule listed in the index to the
financial  statements  is  presented  for the  purpose  of  complying  with  the
Securities  and  Exchange  Commission's  rules  and is  not  part  of the  basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in our audits of the basic financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.

                                                     ARTHUR ANDERSEN LLP

                                                   /s/ Arthur Andersen LLP

Roseland, New Jersey
February 24, 2001


                                      F-1
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                   -----------------------------
                                                                        2000            1999
                                                                        ----            ----
<S>                                                                <C>             <C>
Current Assets:
    Cash and Cash Equivalents ..................................   $  2,609,000    $  1,071,000
    Notes and Accounts Receivable, net of allowance for doubtful
      accounts of $2,639,000 in 2000 and $2,264,000 in 1999 ....     42,005,000      33,312,000
    Inventories, net ...........................................     29,790,000      24,012,000
    Prepaid Expenses and Other Current Assets ..................      1,455,000       1,413,000
    Deferred Taxes .............................................      1,271,000       1,389,000
                                                                   ------------    ------------
      Total Current Assets .....................................     77,130,000      61,197,000

    Property, Plant and Equipment ..............................      6,254,000       4,908,000
    Less: Accumulated Depreciation and Amortization ............     (2,727,000)     (2,018,000)
                                                                      3,527,000       2,890,000
Other Assets:
    Deferred Taxes .............................................      1,027,000         869,000
    Goodwill ...................................................      7,732,000       7,793,000
    Other Intangibles ..........................................      2,036,000       2,301,000
                                                                   ------------    ------------
    Other ......................................................        300,000         342,000
TOTAL ASSETS ...................................................   $ 91,752,000    $ 75,392,000
</TABLE>

                       LIABILITIES & STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
<S>                                                                     <C>             <C>
Current Liabilities:
    Current Portion of Long-Term Debt ..........................   $  2,951,000    $  3,252,000
    Revolving Credit ...........................................     34,142,000      29,008,000
    Accounts Payable ...........................................     14,346,000      10,056,000
    Accrued Liabilities ........................................      6,990,000       6,346,000
    Deferred Income ............................................      3,301,000       2,704,000
                                                                   ------------    ------------
        Total Current Liabilities ..............................     61,730,000      51,366,000

Non-current Liabilities
    Long-Term Debt .............................................      2,224,000       5,020,000
Commitments
Stockholders' Equity
    Preferred Stock, $1.00 par value; authorized
      500,000 shares; none issued ..............................             --              --
    Common Stock, $.10 par value; authorized
      6,000,000 shares; issued 3,605,442 shares at
      December 31, 2000 and 3,303,692 shares at
      December 31, 1999 ........................................        362,000         331,000
    Additional Paid-In Capital .................................     18,931,000      18,430,000
    Retained Earnings ..........................................     10,969,000       2,459,000
    Treasury Stock (319,000 and 297,000 shares at
      cost, respectively) ......................................     (2,249,000)     (1,925,000)
    Cumulative Translation Adjustment ..........................        (11,000)         11,000
    Unearned Compensation ......................................       (204,000)       (300,000)
                                                                   ------------    ------------
        Total Stockholders' Equity .............................     27,798,000      19,006,000
                                                                   ------------    ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY .......................   $ 91,752,000    $ 75,392,000
                                                                   ============    ============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                       of these consolidated statements.


                                      F-2
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                 ------------------------------------------------
                                                       2000             1999             1998
                                                       ----             ----             ----
<S>                                              <C>              <C>              <C>
Net sales ....................................   $ 260,569,000    $ 218,176,000    $ 147,899,000
Cost of sales ................................     189,021,000      154,367,000      107,138,000
                                                 -------------    -------------    -------------
      Gross profit ...........................      71,548,000       63,809,000       40,761,000
Selling, general & administrative expenses ...      55,553,000       49,571,000       33,179,000
                                                 -------------    -------------    -------------
      Income from operations .................      15,995,000       14,238,000        7,582,000
Interest income ..............................      (1,401,000)      (1,115,000)        (659,000)
Interest expense .............................       4,224,000        3,428,000        2,263,000
                                                 -------------    -------------    -------------
      Income before provision for income taxes      13,172,000       11,925,000        5,978,000
Provision for income taxes ...................       4,662,000        4,770,000        2,446,000
                                                 -------------    -------------    -------------
      Net income .............................   $   8,510,000    $   7,155,000    $   3,532,000
                                                 =============    =============    =============
Net income per common share:
      Basic ..................................   $        2.76    $        2.39    $        1.22
                                                 =============    =============    =============
      Diluted ................................   $        2.47    $        2.12    $        1.06
                                                 =============    =============    =============
Weighted average common shares outstanding:
      Basic ..................................       3,080,000        2,997,000        2,905,000
                                                 =============    =============    =============
      Diluted ................................       3,440,000        3,378,000        3,318,000
                                                 =============    =============    =============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                       of these consolidated statements.


                                      F-3
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF StockHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                  Additional    Retained                     Cumulative                   Total
                            Common     Common      Paid-in      Earnings       Treasury     Translation   Unearned     Stockholders'
                            shares     stock       Capital      (Deficit)       Stock       Adjustment   Compensation     Equity
                            ------     ------     ----------    ---------      --------     -----------  ------------  -------------
<S>                       <C>         <C>        <C>           <C>           <C>            <C>          <C>           <C>
Balance at
   December 31, 1997 ...  3,086,692   $309,000   $17,654,000   $(8,228,000)  $  (415,000)   $      --    $      --     $ 9,320,000
Net Income .............         --         --            --     3,532,000            --           --           --       3,532,000
Issuance of restricted
   Common Stock -
     Unearned
     Compensation ......     20,000      2,000       168,000            --            --           --     (170,000)             --
Purchase of 127,000
   Common Shares .......         --         --            --            --    (1,015,000)          --           --      (1,015,000)
Exercise of Stock
   Options .............    110,000     11,000       191,000            --            --           --           --         202,000
Translation
   Adjustment ..........         --         --            --            --            --     (130,000)          --        (130,000)
                          ---------   --------   -----------   -----------   -----------    ---------    ---------     -----------
Balance at
   December 31, 1998 ...  3,216,692    322,000    18,013,000    (4,696,000)   (1,430,000)    (130,000)    (170,000)     11,909,000
Net Income .............         --         --            --     7,155,000            --           --           --       7,155,000
Issuance of restricted
   Common Stock -
     Unearned
     Compensation ......     20,000      2,000       278,000            --            --           --     (280,000)             --
Amortization of
   Unearned
   Compensation ........         --         --            --            --            --           --      150,000         150,000
Purchase of 30,000
   Common Shares .......         --         --            --            --      (495,000)          --           --        (495,000)
Exercise of Stock
   Options .............     67,000      7,000       139,000            --            --           --           --         146,000
Translation
   Adjustment ..........         --         --            --            --            --      141,000           --         141,000
                          ---------   --------   -----------   -----------   -----------    ---------    ---------     -----------
Balance at
   December 31, 1999 ...  3,303,692    331,000    18,430,000     2,459,000    (1,925,000)      11,000     (300,000)     19,006,000
Net Income .............         --         --            --     8,510,000            --           --           --       8,510,000
Amortization of
   Unearned
   Compensation ........         --         --            --            --            --           --       96,000          96,000
Purchase of 22,000
   Common Shares .......         --         --            --            --      (324,000)          --           --        (324,000)
Exercise of Stock
   Options .............     65,500      7,000       200,000            --            --           --           --         207,000
Exercise of Warrants ...    236,250     24,000       301,000            --            --           --           --         325,000
Translation Adjustment .         --         --            --            --            --      (22,000)          --         (22,000)
                          ---------   --------   -----------   -----------   -----------    ---------    ---------     -----------
Balance at
   December 31, 2000 ...  3,605,442   $362,000   $18,931,000   $10,969,000   $(2,249,000)   $ (11,000)   $(204,000)    $27,798,000
                          =========   ========   ===========   ===========   ===========    =========    =========     ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                       of these consolidated statements.


                                      F-4
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                                     -----------------------------------------
                                                                        2000           1999          1998
                                                                        ----           ----          ----

<S>                                                                  <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ......................................................    $ 8,510,000    $7,155,000    $ 3,532,000
   Reconciliation of net income to net cash provided
      by (used in) operating activities:
      Depreciation and Amortization .............................      2,323,000     2,021,000      1,100,000
      Deferred Taxes ............................................        (40,000)     (413,000)      (636,000)
      Amortization of Unearned Compensation .....................         96,000       150,000             --
   Changes in Operating Assets and Liabilities
      Net of Effects from Acquisitions:
      Deferred Income ...........................................        597,000      (592,000)        46,000
      Other Working Capital Items, Assets .......................    (13,101,000)   (7,103,000)    (8,093,000)
      Other Working Capital Items, Liabilities ..................      4,925,000     2,164,000      2,963,000
      Other Assets ..............................................       (170,000)      (14,000)      (181,000)
                                                                     -----------    ----------    -----------
        Net Cash Provided by (used in) Operating Activities .....      3,140,000     3,368,000     (1,269,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures ............................................     (1,308,000)     (870,000)      (445,000)
Cash Paid for Acquisitions, Net of Cash Acquired ................     (2,263,000)   (5,159,000)    (6,421,000)
                                                                     -----------    ----------    -----------
      Net Cash Used in Investing Activities .....................     (3,571,000)   (6,029,000)    (6,866,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-Term Debt ....................................             --     7,656,000             --
Repayment of Long-Term Debt .....................................     (3,351,000)   (6,841,000)    (1,226,000)
Proceeds from Lines of Credit, net ..............................      5,134,000     2,130,000     10,825,000
Exercise of Stock Options .......................................        207,000       146,000        202,000
Purchase of Common Shares .......................................       (324,000)     (495,000)    (1,015,000)
                                                                     -----------    ----------    -----------
Exercise of Warrants ............................................        325,000
      Net Cash Provided by Financing Activities .................      1,991,000     2,596,000      8,786,000
Effect of Exchange Rate on Cash Balances ........................        (22,000)      141,000       (130,000)
                                                                     -----------    ----------    -----------
Increase in Cash and Cash Equivalents ...........................      1,538,000        76,000        521,000
Cash and Cash Equivalents, Beginning of Year ....................      1,071,000       995,000        474,000
                                                                     -----------    ----------    -----------
Cash and Cash Equivalents, End of Year ..........................    $ 2,609,000    $1,071,000      $ 995,000
                                                                     ===========    ==========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH

FLOW INFORMATION:
   Cash Paid for Interest .......................................    $ 4,074,000    $3,428,000    $ 2,161,000
                                                                     ===========    ==========    ===========
   Cash Paid for Income Taxes ...................................    $ 4,900,000    $4,597,000    $ 1,863,000
                                                                     ===========    ==========    ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                       of these consolidated statements.


                                      F-5
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business:

      Richton  International  Corporation  ("Richton") is a diversified  service
company with three operating subsidiaries, Century Supply Corp. ("Century"), CBE
Technologies,  Inc.  ("CBE")  and  Creative  Business  Concepts,  Inc.  ("CBC"),
collectively  the  "Company".   Century  is  a  leading  full-service  wholesale
distributor of sprinkler  irrigation  systems,  outdoor  lighting and decorative
fountain equipment.  Branches serve customers in 35 states mostly in the eastern
half of the United  States and in  Ontario,  Canada.  Irrigation  products  have
historically   been   sold  by   manufacturers   primarily   through   wholesale
distributors. Century is a major distributor in the United States for all of the
leading  original  equipment  manufacturers  ("OEM") in the  irrigation  systems
field.

      CBE is headquartered in Boston,  Massachusetts with offices located in New
York,  New York and  Portland,  Maine.  CBE is a  systems  integrator  providing
network  consulting,  design,  and installation;  network management and related
support; technical services outsourcing; comprehensive hardware maintenance; and
equipment  sales.  CBE's  technical   certifications  include:  Novell  Platinum
reseller,  Microsoft Channel partner, Banyan  Enterprise/Network  dealer, Novell
authorized  Training  Center  and a Novell  Authorized  Service  Center.  CBC is
headquartered in Irvine,  California and provides  essentially the same services
to west coast customers that CBE does on the east coast.


2. Summary of Significant Accounting Policies:

      Principles of  Consolidation -- The  accompanying  consolidated  financial
statements  include the accounts of Richton and all  wholly-owned  subsidiaries.
All significant  inter-company accounts and transactions have been eliminated in
consolidation.

      Use of Estimates -- The preparation of financial  statements in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

      Cash and Cash  Equivalents  -- Cash and cash  equivalents  include  highly
liquid investments purchased with maturities of three months or less.

      Allowance For Doubtful  Accounts -- The Company  provides an allowance for
doubtful  accounts based upon a specific review of certain  outstanding  amounts
and historical experience.

      Inventories -- Inventory,  which consists  entirely of purchased  finished
goods,  is valued at the lower of cost or market,  using the first-in  first-out
("FIFO") method of accounting.

      Goodwill -- Goodwill at December 31, 2000 and 1999 relates to acquisitions
completed  during  the  last  five  years.  Goodwill  is  being  amortized  on a
straight-line basis over 5 to 15 years. Amortization for each of the years ended
December 31, 2000 and 1999 was $.61 million.

      Other Intangibles -- Other intangibles consist principally of amounts paid
to sellers of businesses  acquired  subject to  non-compete  agreements  and are
being  amortized  over  periods of 1-5 years.  Amounts  allocated  primarily  to
non-compete  agreements  were $2.8 million and $2.3 million at December 31, 2000
and 1999,  respectively.  Amortization  for each of the years ended December 31,
2000 and 1999 was $.7 million.

      Long-Lived  Assets -- The  Company  periodically  reviews  its  long-lived
assets and  certain  related  intangibles  for  impairment  whenever  changes in
circumstances  indicate  that the  carrying  amount of an asset may not be fully
recoverable. The Company does not believe that any such change has occurred.

      Revenue  Recognition -- Revenue from sales and services is recorded at the
time the product is shipped to the customer or the service has been provided. In
1999, the Securities and Exchange  Commission  issued Staff Accounting  Bulletin
No. 101 ("SAB 101"),  "Revenue  Recognition  in Financial  Statements."  SAB 101
summarized   certain  of  the  staff's  views  in  applying  generally  accepted
accounting principles to revenue recognition in financial


                                      F-6
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

statements.  Subsequent to the issuance of SAB 101, the EITF reached a consensus
on EITF Issue 99-19,  "Recognizing  Revenue  Gross as a Principal  vs. Net as an
Agent." The EITF clarifies  whether a company should recognize  revenue based on
the gross amount  billed (to a customer  because it has earned  revenue from the
sale of goods or services) or the net amount  retained (the amount billed to the
customer  less the  amount  paid to a  supplier).  The  EITF  states  that  this
determination  is a matter of judgment  that depends on the  relevant  facts and
circumstances and certain factors must be considered in that evaluation. SAB 101
and EITF 99-19 require changes in accounting  arising as a result of adoption of
these standards,  which was required in the fourth quarter of 2000. The adoption
of SAB 101 and  EITF  99-19  did not have a  material  impact  on the  Company's
financial position or results of operations

      Deferred Income -- Deferred income represents cash received from customers
relating to service  contracts that extend for specified  periods of time,  less
than  one  year.  Income  is  recognized  proportionally  over  the  life of the
contract.

      Income  Taxes -- The  provisions  of  Statement  of  Financial  Accounting
Standards  No. 109,  "Accounting  for Income  Taxes"  ("SFAS 109")  requires the
Company to recognize deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities  are  determined  based  on the  difference  between  the  financial
statement carrying amounts and the tax basis of assets and liabilities.

      Accounting  for Stock  Based  Compensation  -- The  Company has elected to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting  Principles Board Opinion No. 25,  "Accounting for Stock issued to
Employees,"  and related  interpretations.  The Company has  provided  pro forma
disclosure  of  the  fair  value  of  stock  options  in  accordance   with  the
disclosure-only  provisions of Statement of Financial  Accounting  Standards No.
123, "Accounting for Stock-Based  Compensation" ("SFAS 123").  Compensation cost
for stock grants is measured as the excess,  if any, of the quoted  market price
of the  Company's  stock at the date of grant over the amount the employee  must
pay to acquire the stock.

      Comprehensive   Income  --  The   provisions  of  Statement  of  Financial
Accounting  Standards No. 130,  "Reporting  Comprehensive  Income"  ("SFAS 130")
establishes  standards for reporting and display of comprehensive income and its
components in a full set of financial statements.  Comprehensive income includes
translation  adjustments of ( $22,000),  $141,000,  and ($130,000) for the years
ended December 31, 2000, 1999 and 1998, respectively. Total comprehensive income
has not been presented on the accompanying  consolidated financial statements as
its' presentation is not material to the consolidated financial statements.

      Derivative  Instruments  and  Hedging  activities  -- In  June  1998,  the
Financial  Accounting  Standards Board ("FASB") issued SFAS No. 133, "Accounting
for Derivative  Instruments and Hedging  Activities" ("SFAS 133"). The Statement
establishes  accounting and reporting  standards requiring that every derivative
instrument  be  recorded in the  balance  sheet as either an asset or  liability
measured at fair value and that changes in fair value be recognized currently in
earnings,  unless specific hedge accounting  criteria are met. In June 1999, the
FASB issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
Activities-Deferral  of the  Effective  Date of SFAS  133,"  which  delayed  the
required adoption of SFAS 133 to fiscal 2001. In June 2000, the FASB issued SFAS
No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activities-an amendment of SFAS 133," which was effective concurrently with SFAS
133.  The  Company  currently  does not engage in  derivative  activity  and the
adoption of these  standards  will not have a material  effect on its results of
operations, financial position or cash flows.


3. Acquisitions:

      On June 30, 2000,  Century acquired all the outstanding  common stock of a
distributor  in  Arlington,   Texas.  The  aggregate   purchase  price  of  this
acquisition was $2.0 million, including the recording of goodwill and intangible
assets of $.8 million.  In addition,  the Company  acquired  assets of two other
distributors in Pennsylvania and Massachusetts.  The aggregate purchase price of
these  acquisitions  were $.4 million,  including  the recording of goodwill and
intangible assets of $85,000.


                                      F-7
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      During 1999,  Century acquired seven different  distributor  operations in
six different markets: New York, Michigan, Oregon, Kentucky,  Missouri and South
Carolina.  The aggregate  purchase price of these acquisitions was $2.6 million.
As a result of these acquisitions,  the Company recorded goodwill and intangible
assets of $.7 million and $.9 million, respectively.

      On February 25, 1999, the Company acquired 100% of the common stock of CBC
of Irvine,  California,  a computer networking integrator.  CBC was consolidated
with the Costa Mesa office of Richton's CBE subsidiary. On October 18, 1999, the
Company  acquired all of the operating  assets and certain of the liabilities of
Corporate Access,  Inc. ("CAI").  CAI, which has been assimilated into CBE, is a
value  added  reseller of  networking  and  computer  equipment.  The  aggregate
purchase price of these acquisitions was $3.6 million, plus assumed liabilities.
In addition,  certain contingent  payments may be made based upon future results
from CBC. As a result of these  acquisitions,  the Company recorded  goodwill of
$3.3 million.

      During 1998,  Century  acquired five different  distributor  operations in
four  different  markets:  Northern New Jersey,  Idaho,  Utah and Florida for an
aggregate purchase price of $6.4 million. As a result of these acquisitions, the
Company recorded goodwill and intangible assets of $.9 million and $1.3 million,
respectively.

      Operating  results of these entities  acquired,  which are included in the
accompanying statement of income from the date of acquisition, were not material
to the results of  operations  for the years ended  December 31, 2000,  1999 and
1998.


4. Property, Plant and Equipment:

                                                             December 31,
                                                     -------------------------
                                                         2000          1999
                                                     ----------     ----------
Land .............................................   $  201,000     $  201,000
Buildings and Leasehold Improvements .............    1,650,000      1,276,000
Autos and Trucks .................................      480,000        578,000
Machinery and Equipment ..........................    3,016,000      1,911,000
Furniture and Fixtures ...........................      907,000        942,000
                                                     ----------     ----------
                                                      6,254,000      4,908,000
Less: Accumulated depreciation and amortization ..    2,727,000      2,018,000
                                                     ----------     ----------
                                                     $3,527,000     $2,890,000
                                                     ==========     ==========

      Fixed assets are currently  depreciated  over five years except  Buildings
and  Leasehold  improvements.  Leasehold  improvements  are  amortized  over the
respective  lease  terms which are from 2 to 10 years or the life of the assets,
whichever is shorter. Buildings are being amortized over 31 years.


5. Income Taxes:

      The provision for income taxes for the three years ended December 31, 2000
consists of the following:


                                     2000           1999           1998
                                  -----------    -----------    -----------
      Federal
       Current ................   $4,006,000     $4,483,000     $2,634,000
       Deferred ...............      (40,000)      (413,000)      (636,000)
      State & Local ...........      696,000        700,000        448,000
                                  ----------     ----------     ----------
                                  $4,662,000     $4,770,000     $2,446,000
                                  ==========     ==========     ==========


                                      F-8
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      A  reconciliation  of  the  provision  for  Federal  income  taxes  at the
statutory rate to the actual provision rate for income taxes for the three years
ended December 31, 2000, is as follows:

                                                    2000        1999     1998
                                                    ----        ----     ----
Federal .........................................    34%        34%       34%
State & Local ...................................     6          4         7
Reversal of Reserves related to closed years ....    (3)        --        --
Other ...........................................    (2)         2        --
                                                    ---        ---       ---
                                                     35%        40%       41%
                                                    ===        ===       ===

      Significant components of the deferred tax assets (liabilities) related to
differences in tax and financial accounting bases are as follows:

                                                       2000          1999
                                                    ----------     ----------
      Current:
      Allowance for Doubtful Accounts ...........   $  897,000     $  770,000
      Inventory Reserves ........................      432,000        411,000
      Other .....................................      (58,000)       208,000
                                                    ----------     ----------
                                                    $1,271,000     $1,389,000
                                                    ==========     ==========

                                                       2000          1999
                                                    ----------     ----------
      Long Term:
      Amortization ..............................   $1,005,000     $  937,000
      Depreciation ..............................       22,000         26,000
      Other .....................................          --         (94,000)
                                                    ----------     ----------
                                                    $1,027,000     $  869,000
                                                    ==========     ==========

6. Statements of Cash Flows:

      The components of other working capital items included in the Consolidated
Statements of Cash Flows are as follows, net of effects from acquisitions:

                                            Year Ended December 31,
                                ------------------------------------------------
                                   2000               1999             1998
                                ------------      ------------     ------------
Receivables ..................  $ (7,913,000)     $(4,287,000)      $(6,738,000)
Inventories ..................    (5,152,000)      (2,234,000)       (1,235,000)
Prepaid Expenses and Other
  Current Assets .............       (36,000)        (582,000)         (120,000)
                                ------------      -----------       -----------
Increase in Other Working
  Capital Items, Assets ......  $(13,101,000)     $(7,103,000)      $(8,093,000)
                                ============      ===========       ===========
Accounts Payable .............  $  4,298,000      $ 1,677,000      $    795,000
Accrued Liabilities ..........       627,000          487,000         2,168,000
                                ------------      -----------       -----------
Increase in Other Working
  Capital Items, Liabilities .  $  4,925,000      $ 2,164,000       $ 2,963,000
                                ============      ===========       ===========


                                      F-9
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

7. Debt:

      The Company has the following debt as of December 31,

                                                           2000          1999
                                                       -----------   -----------
Revolving Credit -- PNC Bank (a) ....................  $32,923,000   $26,888,000
Revolving Credit -- Deutsche Financial Services (b) .    1,219,000     2,120,000
                                                       -----------   -----------
Total Revolving Credit .............................   $34,142,000   $29,008,000
                                                       ===========   ===========
Long-Term Debt
Term Note Payable-PNC Bank (c) .....................   $ 4,250,000   $ 6,750,000
Other ..............................................       925,000     1,522,000
                                                       -----------   -----------
     Total .........................................     5,175,000     8,272,000
Current Portion of Long-Term Debt ..................     2,951,000     3,252,000
                                                       -----------   -----------
Long-Term Debt .....................................   $ 2,224,000   $ 5,020,000
                                                       ===========   ===========
----------
(a)   During 2000, the Company negotiated several modifications to it's existing
      $67.5  million,  five  year  Revolving  Credit,  Term  Loan  and  Security
      Agreement  ("Agreement")  that expires in 2004,  with PNC Business  Credit
      ("PNC").  The  Agreement  provides for a $60.0  million  Revolving  Credit
      facility  and a $7.5  million  five year Term Loan - now  reduced to $4.25
      million.  Loans under this  Agreement are secured by accounts  receivable,
      inventory and fixed assets of Century,  CBE and CBC . The Revolving Credit
      loans carry an interest rate based upon LIBOR plus 250 basis points if the
      Company's  leverage ratio is in excess of 2.5 times trailing  twelve month
      EBITDA,  as defined,  or LIBOR plus 225 basis points if the leverage ratio
      is lower than 2.5 times  trailing  twelve month  EBITDA,  as defined.  The
      modifications  made in 2000 include a lower  applicable  margin of 225 and
      200  basis  points  when the  leverage  ratio is lower  than 2.50 or 2.00,
      respectively.  In addition,  certain  other  restrictive  provisions  were
      moderated. The Company also has a prime rate option. At December 31, 2000,
      the interest rate was 8.9%.

(b)   The financing arrangements with Duetsche Financial Services ("DFS") relate
      to financing  product  purchases by CBE and CBC from its existing vendors.
      This arrangement  supports the Company's sales program by offering CBC and
      CBE the  opportunity  to acquire  products  through  DFS at lower cost and
      extends  the  payment  terms  by as  much as 45 days  interest  free.  PNC
      supports this program by offering to DFS a $1.5 million irrevocable letter
      of credit for each  company on purchases  made  through CBE and CBC.  This
      letter of credit  carries an  interest  rate of 1.75% and  expires May 31,
      2001.

(c)   PNC Term Loan is secured  by,  accounts  receivable,  inventory  and fixed
      assets  of  Century,  CBE and CBC with  interest  at LIBOR  plus 225 basis
      points (8.9% as of December 31, 2000),  payable in monthly installments of
      $125,000,  final  payment  due  October  1,  2003.

      The scheduled future maturities of long-term debt at December 31, 2000 are
as follows:

            2001 .........................   $2,951,000
            2002 .........................    1,709,000
            2003 .........................      433,000
            2004 .........................       28,000
            2005 .........................       54,000
                                             ----------
                                             $5,175,000

      The above  agreements  contain  various  covenants that among other things
require the Company to maintain certain financial ratios and operating  metrics.
In  addition,   the  PNC  agreement   precludes  the  payment  of  dividends  to
stockholders  and provides for the Company to make an additional  payment to PNC
should the Company generate  "excess cash balances," as defined.  This provision
is capped at $1.0 million per year. Pursuant to this provision,  at December 31,
2000, the Company has  reclassified  an additional $1.0 million of its Term Loan
as current.


                                      F-10
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

8. Retirement Plans:

      Century and CBE have tax deferred savings plans under Section 401 (k) (the
"Plans") of the Internal  Revenue Code. The Plans allow employees to defer up to
15% of eligible  compensation  on a pre-tax basis through  contributions  to the
Plans. Under the provisions of the Plans, Century has elected to contribute, for
every dollar the employee contributes, 50% of the employee's amount, up to 4% of
compensation, as defined. Century may also make discretionary contributions. The
charge  to  income  for   employer   contributions   to  the  Century  Plan  was
approximately $601,000,  $492,000,and $361,000, for the years ended December 31,
2000,  1999 and 1998,  respectively.  In 2000, CBE initiated a company  matching
program  to  their  existing  Plan.  Under  the  provisions  of  the  Plan,  CBE
contributed 50% of the employee's amount, up to 6% of compensation, as defined .
The  charge  to  income  for  employer   contributions   to  the  CBE  Plan  was
approximately  $140,000, in the year ended December 31, 2000. No similar company
contribution  was  made  in  prior  years.  CBC  does  not  have a  contributory
retirement plan.


9. Stock Options:

      The  Company  accounts  for it's stock  option  plan (the  "Option  Plan")
following the provisions of APB Opinion No. 25, under which no compensation cost
is recognized for options  granted at, or above fair market value at the date of
grant.  No  compensation  cost  has  been  determined  in  accordance  with  the
provisions  of SFAS 123, as the Company did not grant any options  during  2000,
1999 and 1998.  Under the 1990 Long-Term  Incentive Plan, which expired in 2000,
the Company  granted  315,000  options  through  December 31, 2000.  Options are
granted over terms not to exceed ten years.  Under the Option  Plan,  the option
exercise  price must  equal the  stock's  market  price on the date of the grant
except for options granted to the Chairman of the Board,  for which the exercise
price is at 110% of the current market price.

      During 2000, the Company adopted the 2000 Long-Term  Incentive Plan ("2000
Plan"),  which  provides for the  granting of options for up to 100,000  shares.
Awards under the 2000 Plan may be stock options and restricted stock grants,  as
defined.  The  option  price may not be less than the fair  market  value of the
common stock at the date of grant. No options were granted during 2000.

      A summary of the status of the Option Plan at December 31, 2000,  1999 and
1998 is as follows:

<TABLE>
<CAPTION>
                                                  2000                     1999                    1998
                                          ---------------------    ---------------------   ---------------------
                                                       Wtd Avg                 Wtd Avg                  Wtd Avg
                                            Shares     ex price    Shares      ex price     Shares      ex price
                                            ------     --------    ------      --------     ------      --------
<S>                                       <C>           <C>        <C>           <C>        <C>           <C>
Outstanding at beginning of year .......  138,000       $3.45      205,000       $3.03      315,000       $2.59
Granted ................................       --          --           --          --
Exercised ..............................   65,500        3.13       67,000        2.17      110,000        1.84
Cancelled ..............................       --          --           --          --           --          --
Outstanding at end of year .............   72,500       $3.75      138,000       $3.45      205,000       $3.03
Exercisable at end of year .............   72,500        3.75      138,000        3.45      205,000        3.03
</TABLE>

      In 1993 and 1995, the Company issued  warrants to purchase  236,250 shares
of common stock at $1 3/8 per share and warrants to purchase  100,000  shares of
common stock at $3.00 per share, respectively.  Warrants to purchase the 236,250
shares were  exercised in October  2000.  The warrants to purchase the remaining
100,000 shares are currently exercisable and will expire in 2002.

      In 1998 and 1999,  the Company  issued a total of 40,000  shares of common
stock to the Chairman of the Board, subject to certain restrictions, as defined.
At the time of the grants,  the market price of the  Company's  common stock was
$8.50 and $13.85 per share, respectively.  The unamortized value of these shares
which were  recorded at market value at the grant date is included as a separate
component of  stockholders'  equity and a related  compensation  charge is being
recorded over the vesting period of three years.


                                      F-11
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

10. Net Income Per Share:

      Diluted  net  income  per  common  share  was  calculated  on the basis of
3,440,000,  3,378,000, and 3,318,000, weighted average common shares outstanding
in the years ending December 31, 2000, 1999 and 1998, respectively, as follows:

                                                                    Net Income
                                          Income         Shares     Per share
                                          ------         ------     ---------
                                          For the year ended December 31, 2000
                                          ------------------------------------
Basic .................................   $8,510,000    3,080,000   $   2.76
Effect of dilutive options and warrants           --      360,000         --
Diluted ...............................   $8,510,000    3,440,000   $   2.47


                                         For the year ended December 31, 1999
                                         ------------------------------------
Basic .................................   $7,155,000    2,997,000   $   2.39
Effect of dilutive options and warrants           --      381,000         --
Diluted ...............................   $7,155,000    3,378,000   $   2.12


                                         For the year ended December 31, 1998
                                         ------------------------------------
Basic .................................   $3,532,000    2,905,000   $   1.22
Effect of dilutive options and warrants           --      413,000         --
Diluted ...............................   $3,532,000    3,318,000   $   1.06


      Basic net income per common  share was  computed by dividing net income by
the weighted  average  number of shares of common stock  outstanding  during the
year.  Diluted  net income  per common  share  included  the effect of  dilutive
options and warrants computed under the treasury stock method.


11. Long-term Leases and Other Commitments:

      The Company leases its corporate offices, distribution facilities and data
processing  equipment  under  agreements  which expire at varying  dates through
2010. Minimum annual rental commitments at December 31, 2000, are as follows:

            2001 ..................................    $ 4,982,000
            2002 ..................................      3,581,000
            2003 ..................................      2,702,000
            2004 ..................................      1,720,000
            2005 ..................................        910,000
            Thereafter ............................        695,000
                                                       -----------
              Total ...............................    $14,590,000
                                                       ===========

      Rent expense under the Company's various operating leases were $4,376,000,
$3,400,000, and $2,431,000 for the years ended December 31, 2000, 1999 and 1998,
respectively.

12. Segment Data:

      Statement of Financial  Accounting  Standards No. 131,  "Disclosures about
Segments of an Enterprise  and Related  Information,"  ("SFAS 131")  established
standards for reporting information about operating segments.

      The Company  operates in two industry  segments,  wholesale  distribution,
computer,  and networking  services.  See Note 1 for  description of businesses.
There are no  inter-segment  sales and all sales occur in North America.  Income
(loss) from  operations by industry  segment  consists of net sales less related
cost and  expenses.  In  computing


                                      F-12
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

pre-tax  income (loss) by segment,  cost of borrowed  funds for working  capital
have been  included.  Corporate  includes  the general and  corporate  expenses.
Corporate  operating expenses directly related to industry  segments,  have been
allocated to those  segments.  Amortization  of goodwill is  considered  segment
related and accordingly  charged to the related industry  segment.  Identifiable
assets by  industry  segment  are those  assets  that are used in each  industry
segment.  General  corporate  assets  consist  primarily  of cash and  corporate
property.

      A summary  of the  Company's  segment  information  for the  years  ending
December 31, 2000, 1999 and 1998 is as follows (in millions):

                                     Wholesale    Computer
                                   Distribution   Services  Corporate     Total
                                   ------------   --------  ---------     -----
 December 31, 2000
    Net Sales ...................     $201.2       $59.4      $   0      $260.6
                                      ======       =====      =====      ======
    Interest Expense ............        3.1         1.1          0         4.2
                                      ======       =====      =====      ======
    Depreciation and Amortization        1.5          .8          0         2.3
                                      ======       =====      =====      ======
    Pre-tax Income ..............       13.8           0       (0.6)       13.2
                                      ======       =====      =====      ======
    Provision for Income Taxes ..        5.8           0          1         4.7
                                      ======       =====      =====      ======
    Identifiable Assets .........     $ 69.8       $17.8      $ 4.2      $ 91.8
                                      ======       =====      =====      ======
 December 31, 1999
    Net Sales ...................     $175.3       $42.9      $   0      $218.2
                                      ======       =====      =====      ======
    Interest Expense ............        2.6         0.8          0         3.4
                                      ======       =====      =====      ======
    Depreciation and Amortization        1.3         0.7          0         2.0
                                      ======       =====      =====      ======
    Pre-tax Income ..............       11.5         0.8       (0.4)       11.9
                                      ======       =====      =====      ======
    Provision for Income Taxes ..        4.6         0.4       (0.2)        4.8
                                      ======       =====      =====      ======
    Identifiable Assets .........     $ 55.8       $15.3      $ 4.3      $ 75.4
                                      ======       =====      =====      ======
 December 31, 1998
    Net Sales ...................     $125.0       $22.9      $   0      $147.9
                                      ======       =====      =====      ======
    Interest Expense ............        1.7         0.6          0         2.3
                                      ======       =====      =====      ======
    Depreciation and Amortization        0.7         0.4          0         1.1
                                      ======       =====      =====      ======
    Pre-tax Income ..............        7.0        (0.5)      (0.5)        6.0
                                      ======       =====      =====      ======
    Provision for Income Taxes ..        2.9        (0.2)      (0.3)        2.4
                                      ======       =====      =====      ======
    Identifiable Assets .........     $ 43.6       $ 9.2      $ 4.7      $ 57.5
                                      ======       =====      =====      ======


                                      F-13
<PAGE>

                                                                     Schedule II

                        RICHTON INTERNATIONAL CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
=============================================================================================
      Column A        Column B                 Column C             Column D        Column E
---------------------------------------------------------------------------------------------
                                               Additions           Deductions
                                   ------------------------------  ----------
                     Balance at      Charged         Charged                         Balance
                     Beginning       to Costs        to Other                       at End of
     Description     of Period     and Expenses  Accts - describe  - describe        Period
---------------------------------------------------------------------------------------------
                                        (Dollars in Thousands)
<S>                <C>             <C>                 <C>         <C>             <C>
Receivables:
2000 ............  $2,264,000      $1,426,000         $ 0          $1,051,000      $2,639,000
1999 ............   1,271,000       1,731,000         $ 0             738,000       2,264,000
1998 ............     711,000         986,000         $ 0             426,000       1,271,000
Inventory:
2000 ............  $  928,000      $1,063,000         $ 0          $  928,000      $1,063,000
1999 ............     528,000         928,000         $ 0             528,000         928,000
1998 ............     538,000         538,000         $ 0             538,000         538,000
</TABLE>


                                      S-1