================================================================================

                                 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, 1999                 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, 2000 amounted to $20,400,000

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, 3,003,000 shares at March 1, 2000

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual  stockholders report for the year ended December 31, 1999
are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual  stockholders  meeting to be held
April 26, 2000 are incorporated by reference into Part III.

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<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 ......  8

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

      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").

      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 33
States, mostly in the eastern half of the country and in Ontario, Canada. During
1999,  Century  acquired  several  distributors in New York,  Michigan,  Oregon,
Kentucky,  Missouri and South Carolina and opened  several  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  93% of revenues are derived from  irrigation  products,
with the remaining 7% from lighting and fountains.  Century represents more than
60  suppliers  and  provides a complete  product  line to  approximately  19,500
customers through 128 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 climatic  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.  Climatic  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 climatic  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 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.

      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.


                                       1
<PAGE>

      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 theirs.

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 $175 million in sales in 1999. 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.

Employee Relations

      At December 31, 1999,  the Company  employed  approximately  700 full-time
employees.  None of  these  employees  is  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.


                                       2
<PAGE>

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 $40 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, 1999 working capital increased  approximately $3.3 million
to $9.8  million  from  $6.5  million  in the  prior  year.  This  increase  was
attributed  primarily  to higher  inventories  and  receivables  resulting  from
increased sales and acquisitions.

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.  The note to the former owners,  which is guaranteed by both
Century and Richton, is to be paid over the next year.

      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.

Liquidity

      The net worth as of December 31, 1999 has  increased to $19.0 million from
$11.9 at December 31,  1998.  During  1999,  the Company  negotiated a new $67.5
million,   five  year  Revolving  Credit,   Term  Loan  and  Security  Agreement
("Agreement")  with PNC Business  Credit ("PNC").  The Agreement  provides for a
$60.0 million  Revolving  Credit  facility  (increased from $40.0 million) and a
$7.5  million  five year Term Loan.  Loans under this  agreement  are secured by
Accounts  Receivable,  Inventory and fixed assets of Century and CBE. The higher
balances are to provide for increased working capital requirements  necessitated
by the Company's  growth and for  acquisitions  completed  during the year.  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 Company
also has a prime rate option.  At December 31, 1999, the interest rate was 8.4%,
or LIBOR  plus 250 basis  points.  The  proceeds  of this  line of  credit  were
utilized to repay the line of credit from Michigan National Bank. Of the balance
of the outstanding  long-term  debt,  $0.15 million is owed to Fred R. Sullivan,
Chairman and Chief Executive Officer


                                       3
<PAGE>

of Richton,  which is payable through April,  2000. Notes issued to Mr. Sullivan
were subject to a fairness  opinion issued by an  independent  advisor chosen by
Richton's Board of Directors.

      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 high degree
of  leverage,   the  seasonality  of  its  principal  business  and  the  strong
construction  economy that existed in 1999, 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, 2000.
In addition, Century leases warehouse and sales space in its other branches. The
aggregate of such leased space is approximately  512,000 square feet. Expiration
dates extend to December,  2009.  Seven 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 2000.  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
3000 square foot facility in Saginaw,  Michigan which it had previously  leased.
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 1999.

                      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.

<TABLE>
<CAPTION>

                                                       1999                      1998
                                                  ---------------          ---------------
                  Calendar Quarter                High       Low            High       Low
                  ----------------                ----       ---            ----      ----

        <S>                                     <C>        <C>            <C>         <C>
        First ...............................   $14 13/16  $ 8 5/8        $ 6 15/16   $5 5/8

        Second ..............................    14         11 1/2         10 1/4      6 1/2

        Third ...............................    17 1/4     12 1/4         11 1/8      7 7/8

        Fourth ..............................    17 5/16    12 11/16        9 1/8      7 1/2
</TABLE>


      (b) Approximate Number of Equity Stockholders:

<TABLE>
<CAPTION>

                                                                  Approximate Number
                                                                   of Record Holders
                         Title of Class                          at February 29, 2000
                         --------------                          --------------------
                  <S>                                            <C>
                  Common Stock, $ .10 par value                           584
</TABLE>

      (c) Dividends:

      The Company paid no cash  dividends  in 1999,  1998 or 1997 as noted under
"Liquidity".  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.



<TABLE>
<CAPTION>

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

                                                                          December 31
                                             ----------------------------------------------------------------

                                              1999(a)          1998          1997         1996       1995(a)
                                             ---------       ---------     --------     --------    ---------
<S>                                          <C>              <C>          <C>           <C>          <C>
Net Sales ..............................     $218,176         $147,899     $106,523      $87,750      $66,659

Gross Profit percentage ................           29%              28%          28%          28%          28%

Income from Operations. ................       14,238            7,582        5,505        3,832        3,466

Interest expense, net ..................        2,313            1,604        1,334        1,216        1,092

Net Income .............................        7,155            3,532        2,290        1,766        1,365

Net Income per diluted share ...........     $   2.12         $   1.06     $   0.68      $  0.54      $  0.43
</TABLE>

<TABLE>
<CAPTION>

                                               FINANCIAL POSITION
                                         (In thousands, except ratios)

                                                                          December 31
                                             ----------------------------------------------------------------
                                              1999(a)          1998          1997        1996        1995(a)
                                             ---------       ---------     ---------   ---------    ---------
<S>                                           <C>              <C>          <C>          <C>          <C>
Total Assets ............................     $75,392          $57,493      $41,632      $32,374      $26,114

Long-term Debt ..........................       5,020            4,639        5,591        6,986        7,150

Working Capital .........................       9,831            6,535        7,372        5,610        3,029

Current ratio ...........................   1.19 to 1        1.16 to 1    1.27 to 1    1.31 to 1    1.22 to 1
</TABLE>

      See notes to Selected Consolidated Financial Data:

      Note (a) --The  Registrant  acquired CBE  effective  March 29,  1995;  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 climatic 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

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.  Presently,  Century  has more  than 128  branches.  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).

      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.

1998 Compared with 1997

      Sales for the year  ended  December  31,  1998  were  $147.9  million,  an
increase of $41.4 million or approximately  38.9% over the 1997 amount of $106.5
million.  Century  contributed  $38.1  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 in the fourth quarter of
1997.  Presently,  Century has more than 100 branches.  CBE's sales in 1998 have
increased more than 16.0% over 1997 levels principally due to market growth.


                                       6
<PAGE>

      Gross profit for the year ended  December 31, 1998 was $40.8  million,  an
increase of $10.6 million or  approximately  35.1% over the 1997 amount of $30.2
million.  This  increase is due  primarily to the higher sales noted above.  The
overall gross profit  percentage  declined  slightly to 27.6% due in part to the
overall competitive conditions in the irrigation market.

      Selling,  general and administrative  expenses for the year ended December
31, 1998 increased $8.5 million or 34.4% to $33.2 million from $24.7 million for
the year ended  December  31,  1997.  The full year  effect of the  geographical
expansion  resulting from  acquisitions  made during 1997 at Century noted above
accounted for a major portion of this increase.

      Interest  expense,  net for the year ended December 31, 1998 increased $.3
million to $1.6 million.  This increase reflects the increased  borrowings under
the line of credit  facility  incurred  to support  the higher  working  capital
requirements.

      The federal,  state and foreign  income tax  provision  for the year ended
December 31, 1998 was $2.4  million,  an increase of  approximately  $.6 million
from last year.  The  higher  taxes are due to higher  pretax  income in 1998 as
compared to 1997.

      As a result of the  foregoing,  net income for the year ended December 31,
1998 was $3.53  million,  or $1.06 per  share-diluted.  This compares with $2.29
million or $.68 per share-diluted reported for the year ended December 31, 1997.
The higher net income is due  principally to increased  sales levels as a result
of both  internal  growth and a full years net income for the  Century  branches
acquired in the fourth quarter of 1997.

Liquidity and Capital Resources

      The Company's financial  condition  continues to improve.  Net worth as of
December  31, 1999 has  increased  to $19.0  million  from $11.9 at December 31,
1998.  The Company's  long term debt -- including  the current  portion was $8.3
million at December 31, 1999, a increase of $1.8 million from December 31, 1998.
In  addition,  amounts due under  lines of credit  totaled  $29.0  million as of
December  31,  1999  compared  to $26.0  million as of December  31,  1998.  The
increases in borrowings are primarily due to the  acquisition  activity in 1999.
Cash Flow from  Operations  was $3.4 million in 1999,  which  compares with $1.3
million and $1.8  million of  negative  Cash Flow from  Operations  for 1998 and
1997,  respectively.  The  Company  was thus,  able to make the $6.2  million of
acquisitions  (See Item 1 -- Business  Acquisitions)  by increasing  its debt by
only $4.8  million,  while  internally  generating  the funds  needed to support
expansion of its existing operations.  The increase in Cash Flow from Operations
was  attributed to improved  operating  profits -- before  interest and taxes --
which  increased  to $14.2  million from $7.6 million last year and to increased
focus on improving inventory turns and tighter control over receivables.

      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 $25.0.
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  $40.0  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, 1999  working  capital
increased  approximately $3.3 million to $9.8 million from $6.5 million in 1998.
This  increase was  attributed  primarily to lower debt  relative to the working
capital partially offset by costs associated with the acquisitions. Net worth to
total capitalization  improved to 34% at December 31, 1999 from 27% 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.
It should be noted that the amount of debt will grow at a slower  rate since the
Company expects to reinvest its available funds and to keep focused on improving
inventory utilization and maintaining tight controls on receivables.  At January
1, 2000, the Company has sufficient  credit facilities and cash flow to meet its
obligations as they come due.

      While the Company has continued to generate  sufficient  cash to liquidate
its  term  and  subordinated  debt as it  becomes  due,  and  make  acquisitions
necessary  for its  growth,  there is no  assurance,  given  the high  degree of
leverage,  the seasonality of its principal business and the strong construction
economy that existed in 1999, that it can continue to do so in the future.


                                       7
<PAGE>

Year 2000

      The year 2000 issue exists because many computer systems and applications,
including those embedded in equipment and facilities,  use two digit rather than
four digit date fields to designate an applicable year. As a result, the systems
and applications may not properly  recognize the year 2000 or process data which
includes  it,  potentially  causing  data  miscalculations  or  inaccuracies  or
operational malfunctions or failures. As of March 1, 2000 the Company's computer
systems are year 2000 compliant in all material  respects and there have been no
operational malfunctions or failures due to year 2000 conversion.

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.

ITEM 8. Financial Statements and Index to Financial Statements

      The financial statements required by this Item, are set forth below:

<TABLE>
<CAPTION>

                                                                                                 Page
                                    Description                                                 Number
                                    ----------                                                  -------
         <S>                                                                                    <C>
         Report of Independent Public Accountants ............................................    F-1

         Consolidated Balance Sheets at December 31, 1999
           and December 31, 1998 .............................................................    F-2

         Consolidated Statements of Income for the three years ended
           December 31, 1999 .................................................................    F-3

         Consolidated Statements of Stockholders' Equity for the three years ended
           December 31, 1999 .................................................................    F-4

         Consolidated Statements of Cash Flows for the three years ended
           December 31, 1999 .................................................................    F-5

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

         Financial Statement Schedule
           Schedule II - Valuation and Qualifying Accounts for years ended
           December 1999, 1998, 1997 .........................................................    S-1
</TABLE>

Richton International Corporation

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

<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.    1999       $29,385,000       $ 7,576,000      $(2,322,000)      $(1,442,000)       $(0.43)
                  1998        16,955,000         4,313,000       (1,955,000)       (1,184,000)        (0.35)

      2nd Qtr.    1999        75,182,000        22,298,000        7,427,000         4,574,000          1.34
                  1998        50,274,000        14,101,000        4,979,000         3,000,000          0.89

      3rd Qtr.    1999        65,748,000        19,357,000        5,578,000         3,418,000          1.00
                  1998        48,241,000        13,519,000        2,907,000         1,747,000          0.53

      4th Qtr.    1999        47,861,000        14,578,000        1,242,000           605,000           .18
                  1998        32,429,000         8,828,000           47,000           (31,000)        (0.01)
                             -----------       -----------      -----------       ------------       -------

      Year        1999       218,176,000        63,809,000       11,925,000         7,155,000          2.12
                  1998      $147,899,000       $40,761,000      $ 5,978,000       $ 3,532,000        $ 1.06

</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:

<TABLE>
<CAPTION>

                       Name                       Age        Positions and Offices          Officer Since
                       ----                       ---        ---------------------          -------------

               <S>                                <C>      <C>                                  <C>
               Fred R. Sullivan ...............    85      Director, Chairman of the Board       1989
                                                             & President

               Cornelius F. Griffin ...........    60      Vice President & Chief                1985
                                                             Financial Officer

               Marshall E. Bernstein ..........    62      Secretary                             1985
</TABLE>


      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, 1999.

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, 1999.

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, 1999.

                                     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

            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")

     (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  -- 1990 Long-Term Incentive Plan

                      Incorporated  by reference to Exhibit (b) to  Registrant's
                      Annual Report on Form 10-K for the fiscal year ended April
                      30, 1990

            10.2   -- Amendment to the 1990 Long Term  Incentive  Plan providing
                      for additional 150,000 shares for issuance under the Plan

                      Incorporated by reference to Exhibit 10(b) to Registrant's
                      Annual  Report on Form  10-KSB for the  fiscal  year ended
                      December 31, 1994 Incorporated

            10.3   -- Amendment to the 1990  Long-Term  Incentive Plan providing
                      for additional 140,000 shares for issuance under the Plan

                      Incorporated by reference to Exhibit 10(b) to Registrant's
                      Annual  Report  on Form  10-K for the  fiscal  year  ended
                      December 31, 1996 Incorporated

            10.4   -- 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.

            10.5   -- 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


                                       10
<PAGE>

            10.6   -- 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

            10.7   -- 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

            10.11  -- Non-Competition and Non-Disclosure Agreement dated October
                      27, 1993 by and between  Ernest  Hodas and Century  Supply
                      Corp.

                      Incorporated  by reference to Exhibit 2.3 to  Registrant's
                      Current report on Form 8K for January 5, 1994

            10.12  -- Consulting Agreement dated October 27, 1993 by and between
                      Century Supply Corp. and Ernest Hodas

                      Incorporated  by reference to Exhibit 2.4 to  Registrant's
                      Current report on Form 8K for January 5, 1994

            10.13  -- Guaranty dated October 27, 1993 by Richton International
                      Corporation   in  favor  of  the  Hodas   Family   Limited
                      Partnership  and  Ernest  Hodas,  as Trustee of the Ernest
                      Hodas Revocable Trust and Ernest Hodas

                      Incorporated  by reference to Exhibit 2.6 to  Registrant's
                      Current report on Form 8K for January 5, 1994

            10.14  -- Subordination  Agreement  dated October 27, 1993 between
                      Michigan   National  Bank,   Century  Supply  Corp.   (the
                      "borrower"),  Ernest Hodas, as Trustee of the Ernest Hodas
                      Revocable  Trust and the Hodas Family Limited  Partnership
                      and   Ernest   Hodas   (collectively    referred   to   as
                      "Subordinating creditor")

                      Incorporated  by reference to Exhibit 28.6 to Registrant's
                      Current report on Form 8K for January 5, 1994

            10.15  -- 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

            10.16  -- 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

            10.17  -- Subordinated  Promissory Note for $1.0 million dated March
                      29, 1995 between CBE Acquisition Corp. and CBE Liquidating
                      Corp.

                      Incorporated  by reference to Exhibit 2.2 to  Registrant's
                      Current report on Form 8K for April 5, 1995

            10.18  -- Subordinated  Promissory Note for $1.0 million dated March
                      29, 1995 between  Richton  International  Corporation  and
                      Fred R. Sullivan

                      Incorporated  by reference to Exhibit 2.3 to  Registrant's
                      Current report on Form 8K for April 5, 1995


                                       11
<PAGE>

            10.19  -- Guaranty  dated  March 29,  1995 by Richton  International
                      Corp. in favor of the CBE Liquidating Corp.

                      Incorporated  by reference to Exhibit 2.4 to  Registrant's
                      Current report on Form 8K for April 5, 1995

            10.20  -- Guaranty  dated March 29, 1995 by Century  Supply Corp. in
                      favor of the CBE Liquidating Corp.

                      Incorporated  by reference to Exhibit 2.5 to  Registrant's
                      Current report on Form 8K for April 5, 1995

     (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.


                                       12
<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 23, 2000

                                          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 21, 2000
   --------------------------------            Chief Executive Officer
            Fred R. Sullivan                   (Principal Executive Officer)

   /s/    CORNELIUS F. GRIFFIN               Vice President and Chief                   March 21, 2000
   --------------------------------            Financial Officer (Principal
          Cornelius F. Griffin                 Financial and Accounting Officer)

   /s/     NORMAN E. ALEXANDER               Director                                   March 21, 2000
   --------------------------------
           Norman E. Alexander

   /s/      DONALD A. MCMAHON                Director                                   March 21, 2000
   --------------------------------
            Donald A. McMahon

   /s/       THOMAS J. HILB                  Director                                   March 21, 2000
   --------------------------------
             Thomas J. Hilb

   /s/      STANLEY J. LEIFER                Director                                   March 21, 2000
   --------------------------------
           Stanley J. Leifer

   /s/      DAVID R. FICCA                   Director                                   March 21, 2000
   --------------------------------
            David R. Ficca
</TABLE>


                                       13
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Richton International Corporation:

      We have audited the  accompanying  consolidated  balance sheets of Richton
International  Corporation  (a  Delaware  corporation)  and  subsidiaries  as of
December 31, 1999 and 1998, and the related  consolidated  statements of income,
stockholders'  equity and cash  flows for each of the three  years in the period
ended  December  31,  1999.  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 schedule 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 consolidated  financial  statements referred to above
present  fairly,  in all material  respects,  the financial  position of Richton
International  Corporation and  subsidiaries,  as of December 31, 1999 and 1998,
and the results of their  operations  and their cash flows for each of the three
years in the period  ended  December  31,  1999 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  appearing on page S-1 of
this Form 10-K 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 7, 2000




                                      F-1

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                                 ------------------------------
                                                                                     1999             1998
                                                                                 ------------     ------------
<S>                                                                               <C>               <C>
Current Assets:
    Cash and Cash Equivalents .................................................   $ 1,071,000      $   995,000
    Notes and Accounts Receivable, net of allowance for doubtful
      accounts of $2,264,000 in 1999 and $1,250,000 in 1998 ...................    33,312,000       24,486,000
    Inventories, net ..........................................................    24,012,000       20,419,000
    Prepaid Expenses and Other Current Assets .................................     1,413,000          736,000
    Deferred Taxes ............................................................     1,389,000          844,000
                                                                                  -----------      -----------
        Total Current Assets ..................................................    61,197,000       47,480,000

    Property, Plant and Equipment .............................................     4,908,000        3,566,000
    Less: Accumulated Depreciation and Amortization ...........................    (2,018,000)      (1,411,000)
                                                                                  -----------      -----------
                                                                                    2,890,000        2,155,000
Other Assets:
    Deferred Taxes ............................................................       869,000        1,001,000
    Goodwill ..................................................................     7,793,000        4,515,000
    Other Intangibles .........................................................     2,301,000        2,025,000
    Other .....................................................................       342,000          317,000
                                                                                  -----------      -----------
TOTAL ASSETS ..................................................................   $75,392,000      $57,493,000
                                                                                  ===========      ===========

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
    Current Portion of Long-Term Debt .........................................   $ 3,252,000      $ 1,832,000
    Revolving Credit ..........................................................    29,008,000       25,960,000

    Accounts Payable ..........................................................    10,056,000        5,999,000

    Accrued Liabilities .......................................................     6,346,000        4,769,000
    Deferred Income ...........................................................     2,704,000        2,385,000
                                                                                  -----------      -----------

        Total Current Liabilities .............................................    51,366,000       40,945,000

Noncurrent Liabilities
    Long-Term Debt ............................................................     5,020,000        4,639,000
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 3,303,692 shares at December 31, 1999
      and 3,216,692 shares at December 31, 1998 ...............................       331,000          322,000
    Additional Paid-In Capital ................................................    18,430,000       18,013,000
    Retained Earnings (Deficit) ...............................................     2,459,000       (4,696,000)
    Treasury Stock (297,000 and 267,000 shares at cost, respectively) .........    (1,925,000)      (1,430,000)
    Cumulative Translation Adjustment .........................................        11,000         (130,000)
    Unearned Compensation .....................................................      (300,000)        (170,000)
                                                                                  -----------      -----------
       Total Stockholders' Equity .............................................    19,006,000       11,909,000
                                                                                  -----------      -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ......................................   $75,392,000      $57,493,000
                                                                                  ===========      ===========
</TABLE>

 The accompanying notes 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,
                                                  ----------------------------------------------
                                                      1999             1998             1997
                                                      ----             ----             ----
<S>                                              <C>              <C>              <C>
Net Sales ....................................   $ 218,176,000    $ 147,899,000    $ 106,523,000
Cost of Sales ................................     154,367,000      107,138,000       76,334,000
                                                 -------------    -------------    -------------
      Gross profit ...........................      63,809,000       40,761,000       30,189,000
Selling, general & administrative expenses ...      49,571,000       33,179,000       24,684,000
                                                 -------------    -------------    -------------
      Income from operations .................      14,238,000        7,582,000        5,505,000
Interest income ..............................      (1,115,000)        (659,000)        (519,000)
Interest expense .............................       3,428,000        2,263,000        1,853,000
                                                 -------------    -------------    -------------
      Income before provision for income taxes      11,925,000        5,978,000        4,171,000
Provision for income taxes ...................       4,770,000        2,446,000        1,881,000
                                                 -------------    -------------    -------------
      Net income .............................   $   7,155,000    $   3,532,000    $   2,290,000
                                                 =============    =============    =============

Net Income per common share:
      Basic ..................................   $        2.39    $        1.22    $        0.78
                                                 =============    =============    =============
      Diluted ................................   $        2.12    $        1.06    $        0.68
                                                 =============    =============    =============

Weighted Average Common Shares outstanding:
      Basic ..................................       2,997,000        2,905,000        2,948,000
                                                 =============    =============    =============
      Diluted ................................       3,378,000        3,318,000        3,372,000
                                                 =============    =============    =============
</TABLE>

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


                                      F-3
<PAGE>


<TABLE>
<CAPTION>

                                         RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                             Additional      Retained                       Cumulative
                                Common           Common       Paid-in        Earnings         Treasury     Translation
                                shares           stock        Capital        (Deficit)          Stock       Adjustment
                              ----------      ---------     -----------      ---------       ----------    -----------
<S>                            <C>              <C>        <C>             <C>              <C>           <C>
Balance at
   December 31, 1996 ....      3,088,247        $309,000   $ 17,661,000    $(10,518,000)    $  (415,000)  $       --

Net Income ..............             --              --             --       2,290,000              --           --

Purchase of 1,555
   Common Shares ........         (1,555)             --         (7,000)             --              --           --
                               ---------        --------   ------------    ------------     -----------   ----------

Balance at
   December 31, 1997 ....      3,086,692         309,000     17,654,000      (8,228,000)       (415,000)          --

Net Income ..............             --              --             --       3,532,000              --           --

Issuance of restricted
  Common Stock -
    Unearned
    Compensation ........         20,000           2,000        168,000              --              --           --

Purchase of 127,000
   Common Shares ........             --              --             --              --      (1,015,000)          --

Exercise of Stock
   Options ..............        110,000          11,000        191,000              --              --           --

Translation
   Adjustment ...........             --              --             --              --              --     (130,000)
                               ---------        --------   ------------    ------------     -----------   -----------

Balance at
   December 31, 1998 ....      3,216,692         322,000     18,013,000      (4,696,000)     (1,430,000)    (130,000)

Net Income ..............             --              --             --       7,155,000              --           --

Issuance of restricted
  Common Stock -
    Unearned
    Compensation ........         20,000           2,000        278,000              --              --           --

Amortization of
  Unearned Compensation .             --              --             --              --              --           --

Purchase of 30,000
  Common Shares .........             --              --             --              --        (495,000)          --

Exercise of Stock Options         67,000           7,000        139,000              --              --           --

Translation Adjustment ..             --              --             --              --              --      141,000
                               ---------        --------   ------------    ------------     -----------   ----------
Balance at
   December 31, 1999 ....      3,303,692        $331,000   $ 18,430,000    $  2,459,000     $(1,925,000)  $   11,000
                               =========        ========   ============    ============     ===========   ==========

<CAPTION>

                                                 Total
                               Unearned       Stockholders'
                             Compensation        Equity
                             ------------     -------------
<S>                           <C>             <C>
Balance at
   December 31, 1996 ....     $       --      $  7,037,000

Net Income ..............             --         2,290,000

Purchase of 1,555
   Common Shares ........             --            (7,000)
                              ----------      ------------

Balance at
   December 31, 1997 ....             --         9,320,000

Net Income ..............             --         3,532,000

Issuance of restricted
  Common Stock -
    Unearned
    Compensation ........       (170,000)               --

Purchase of 127,000
   Common Shares ........             --        (1,015,000)

Exercise of Stock
   Options ..............             --           202,000

Translation
   Adjustment ...........             --          (130,000)
                              ----------      ------------


Balance at
   December 31, 1998 ....       (170,000)       11,909,000

Net Income ..............             --         7,155,000

Issuance of restricted
  Common Stock -
    Unearned
    Compensation ........       (280,000)               --

Amortization of
  Unearned Compensation .        150,000           150,000

Purchase of 30,000
  Common Shares .........             --          (495,000)

Exercise of Stock Options             --           146,000

Translation Adjustment ..             --           141,000
                              ----------      ------------
Balance at
   December 31, 1999 ....     $ (300,000)     $ 19,006,000
                              ==========      ============
</TABLE>

 The accompanying notes 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,
                                                               -------------------------------------------
                                                                   1999            1998           1997
                                                                   ----            ----           ----
<S>                                                           <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ................................................   $  7,155,000    $  3,532,000    $  2,290,000
   Reconciliation of net income to net cash provided
      by (used in) operating activities:
      Depreciation and Amortization .......................      2,021,000       1,100,000       1,350,000
      Deferred Taxes ......................................       (413,000)       (636,000)      1,583,000
      Amortization of Unearned Compensation ...............        150,000              --              --
   Changes in Operating Assets and Liabilities
        Net of Effects from Acquisitions:
      Deferred Income .....................................       (592,000)         46,000         179,000
      Other Working Capital Items, Assets .................     (7,103,000)     (8,093,000)     (8,229,000)
      Other Working Capital Items, Liabilities ............      2,164,000       2,963,000       1,002,000
      Other Assets ........................................        (14,000)       (181,000)         (7,000)
                                                              ------------    ------------    ------------
        Net Cash Provided by (used in) Operating Activities      3,368,000      (1,269,000)     (1,832,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures ......................................       (870,000)       (445,000)       (135,000)
Cash Paid for Acquisitions, Net of Cash Acquired ..........     (5,159,000)     (6,421,000)     (3,318,000)
                                                              ------------    ------------    ------------
        Net Cash Used in Investing Activities .............     (6,029,000)     (6,866,000)     (3,453,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-Term Debt ..............................      7,656,000              --              --
Repayment of Long-Term Debt ...............................     (6,841,000)     (1,226,000)     (1,794,000)
Proceeds from Lines of Credit, net ........................      2,130,000      10,825,000       7,188,000
Exercise of Stock Options .................................        146,000         202,000              --
Purchase of Common Shares .................................       (495,000)     (1,015,000)         (7,000)
                                                              ------------    ------------    ------------
        Net Cash Provided by Financing Activities .........      2,596,000       8,786,000       5,387,000

Effect of Exchange Rate on Cash Balances ..................        141,000        (130,000)             --
                                                              ------------    ------------    ------------
Increase in Cash and Cash Equivalents .....................         76,000         521,000         102,000

Cash and Cash Equivalents, Beginning of Year ..............        995,000         474,000         372,000
                                                              ------------    ------------    ------------
Cash and Cash Equivalents, End of Year ....................   $  1,071,000    $    995,000    $    474,000
                                                              ============    ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH

FLOW INFORMATION:
   Cash Paid for Interest .................................   $  3,428,000    $  2,161,000    $  1,728,000
                                                              ============    ============    ============
   Cash Paid for Income Taxes .............................   $  4,597,000    $  1,863,000    $    247,000
                                                              ============    ============    ============
</TABLE>

The accompanying notes 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 33 states mostly in the eastern
half  of  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  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  intercompany  accounts and transactions have been eliminated in
consolidation.

      Use of  Estimates--The  preparation of financial  statements in conformity
with  generally  accepted  accounting  principles  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, 1999 and 1998 relates to  acquisitions
completed  during  the  last  five  years.  Goodwill  is  being  amortized  on a
straight-line basis over 5 to 15 years.

      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.  Cost  allocated  primarily  to
non-compete  agreements  were $2.3 million and $2.0 million at December 31, 1999
and 1998,  respectively.  Amortization for the years ended December 31, 1999 and
1998 was $.65 million and $.35 million, respectively.

      Long-Lived  Assets--The  provisions  of Statement of Financial  Accounting
Standards No. 121,  "Accounting  for the  Impairment of  Long--Lived  Assets and
Long-Lived Assets to be Disposed Of" ("SFAS 121") requires,  among other things,
that an entity review 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 changes have 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.


                                      F-6
<PAGE>


               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      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  consists  of
translation  adjustments  of  $141,000,  ($130,000)  and $0 for the years  ended
December 31, 1999, 1998 and 1997,  respectively.  Total comprehensive income has
not been presented on the accompanying  consolidated financial statements as the
impact is not material to the consolidated financial statements.

      Derivative   Instruments--The   provisions   of   Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  ("SFAS 133")  establishes  accounting  and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts and for hedging activities. SFAS 133 is effective for all fiscal
years beginning after June 15, 2000 and will not require retroactive restatement
of prior  period  financial  statements.  The  Company  does not  presently  use
derivative instruments.

      Reclassification--Certain  prior year  amounts have been  reclassified  to
conform with current year presentations.

3. Acquisitions:

      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,  which is being  amortized
over 5-15 years.  Century also opened seventeen new branches in existing and new
markets.

      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, which is being amortized over 15 years.

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


                                      F-7
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      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 $1.26
million,  respectively,  which is being  amortized  over 5-15  years.  Operating
results of these  acquired  entities,  which are  included  in the  accompanying
statement  of income  from the date of  acquisition,  were not  material  to the
results of operations for the year ended December 31, 1998.


4. Property, Plant and Equipment:
<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                                 -------------------------
                                                                                    1999           1998
                                                                                 ---------      ----------
<S>                                                                              <C>            <C>
      Land ....................................................................  $  201,000     $  108,000
      Buildings and Leasehold Improvements ....................................   1,276,000      1,234,000
      Autos and Trucks ........................................................     578,000        357,000
      Machinery and Equipment .................................................   1,911,000      1,125,000
      Furniture and Fixtures ..................................................     942,000        742,000
                                                                                 ----------     ----------
                                                                                  4,908,000      3,566,000
      Less: Accumulated depreciation and amortization .........................   2,018,000      1,411,000
                                                                                 ----------     ----------
                                                                                 $2,890,000     $2,155,000
                                                                                 ==========     ==========
</TABLE>

      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, 1999
consists of the following:


                                           1999           1998           1997
                                       -----------    -----------    -----------
      Federal
       Current ......................  $4,358,000     $2,668,000     $  160,000
       Deferred .....................    (413,000)      (636,000)     1,399,000
      State & Local .................     700,000        448,000        322,000
      Other .........................     125,000        (34,000)            --
                                       ----------     ----------     ----------
                                       $4,770,000     $2,446,000     $1,881,000
                                       ==========     ==========     ==========

      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, 1999, is as follows:

                                           1999            1998           1997
                                          ------          ------         ------
      Federal ..........................     34%            34%            34%
      State & Local ....................      4              7              8
      Other ............................      2             --              3
                                            ---            ---            ---
                                             40%            41%            45%
                                            ===            ===            ===
      Significant components of the deferred tax assets (liabilities) related to
differences in tax and financial accounting bases as follows:

                                                          1999           1998
                                                       ----------     ----------
      Current:
      Allowance for doubtful accounts ..............   $  770,000     $  425,000
      Inventory reserves ...........................      411,000        258,000
      Other ........................................      208,000        161,000
                                                      -----------      ---------
                                                       $1,389,000      $ 844,000
                                                      ===========      =========

                                      F-8
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

                                                       1999           1998
                                                    ----------     -----------
      Long Term:
      Amortization .............................    $  937,000     $  921,000
      Depreciation .............................        26,000         30,000
      Other ....................................       (94,000)        50,000
                                                    ----------     ----------
                                                    $  869,000     $1,001,000
                                                    ==========     ==========

6. Statement of Cash Flows:

      The components of other working capital items included in the Consolidated
Statements of Cash Flows are as follows:
<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                              --------------------------------------------
                                                                  1999            1998           1997
                                                              ------------     -----------   ------------
<S>                                                            <C>            <C>            <C>
      Receivables ..........................................   $(4,287,000)   $(6,738,000)   $(2,471,000)
      Inventories ..........................................   (2,234 ,000)    (1,235,000)    (5,623,000)
      Prepaid Expenses and Other Current Assets ............      (582,000)      (120,000)      (135,000)
                                                               -----------    -----------    -----------
      Increase in Other Working Capital Items, Assets ......   $(7,103,000)   $(8,093,000)   $(8,229,000)
                                                               ===========    ===========    ===========
      Accounts Payable .....................................   $ 1,677,000    $   795,000    $ 1,226,000
      Accrued Liabilities ..................................       487,000      2,168,000       (224,000)
                                                               -----------    -----------    -----------
      Increase in Other Working Capital Items, Liabilities .   $ 2,164,000    $ 2,963,000    $ 1,002,000
                                                               ===========    ===========    ===========
7. Debt:

      The Company has the following debt as of December 31,
                                                                                  1999           1998
                                                                              -----------    -----------
      Revolving Credit-- PNC Bank (a) ......................                  $26,888,000    $         0
      Revolving Credit-- Michigan National Bank (a) ........                            0     25,960,000
      Revolving Credit-- Deutsche Financial Services (b) ...                    2,120,000              0
                                                                              -----------    -----------
Total Revolving Credit .....................................                  $29,008,000    $25,960,000
                                                                              ===========    ===========
      Long-Term Debt
      Term Note Payable-PNC Bank (c) .......................                  $ 6,750,000    $         0
      Term note payable-Michigan National Bank (c) .........                            0      4,475,000
      Other (d, e) .........................................                    1,522,000      1,996,000
                                                                              -----------    -----------
            Total ..........................................                    8,272,000      6,471,000
      Current Portion of Long-Term Debt ....................                    3,252,000      1,832,000
                                                                              -----------    -----------
      Long-Term Debt .......................................                  $ 5,020,000    $ 4,639,000
                                                                              ===========    ===========
</TABLE>

-----------
(a)   During  1999,  the  Company  negotiated  a new  $67.5  million,  five year
      Revolving Credit, Term Loan and Security Agreement  ("Agreement") with PNC
      Business  Credit  ("PNC").  The  Agreement  provides  for a $60.0  million
      Revolving  Credit  facility  (increased  from  $40.0  million)  and a $7.5
      million  five year Term Loan.  Loans under this  agreement  are secured by
      Accounts  Receivable,  Inventory  and fixed assets of Century and CBE. The
      higher balances are to provide for increased working capital  requirements
      necessitated by the Company's growth and for acquisitions completed during
      the year.  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 Company also has a prime rate option.  At
      December 31, 1999,  the  interest  rate was 8.4%,  or LIBOR plus 250 basis
      points.  The  proceeds of this line of credit  were  utilized to repay the
      line of credit from Michigan National Bank.

(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
     on purchases  made through CBE.  This letter of credit  carries an interest
     rate of 1.75% and expires May 31, 2000.

                                      F-9
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

(c)  PNC Term Loan is secured by accounts receivable,  inventory,  furniture and
     equipment,  with interest at LIBOR plus 300 points (8.9% as of December 31,
     1999), payable in monthly installments of $125,000,  final payment due June
     30, 2004.  The Term Loan is part of the agreement  described in (a) and the
     proceeds  of this loan  were  utilized  to repay a term loan from  Michigan
     National Bank.

(d)  Includes  $341,000 as of  December  31,  1998  payable to a related  party,
     unsecured and  subordinated  to the Term Loan, in connection  therewith the
     Company  issued  236,250  warrants to acquire  236,250 shares of the common
     stock of Richton at $1 3/8 per share. The warrants  were valued at $143,000
     which represented the fair market value at the date of grant.

(e)  Includes   $150,000  and  $362,000  as  of  December  31,  1999  and  1998,
     respectively, payable to a related party, unsecured and subordinated to the
     Term Loan, in connection  therewith the Company issued 100,000  warrants to
     acquire  100,000  shares of the common  stock of Richton at $3.00 per share
     which represented the fair market value at the time of issuance.

      The  scheduled  future  maturities  of debt at  December  31,  1999 are as
follows:

            2000 .......................................   $32,260,000
            2001 .......................................     1,854,000
            2002 .......................................     1,663,000
            2003 .......................................     1,424,000
            2004 .......................................        79,000
                                                           -----------
                                                           $37,280,000

      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  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, 1999, the Company has reclassified an additional $1.0 million of
its Term Loan as current.

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 $492,000,  $361,000 and $285,000, for the years ended December 31,
1999,  1998 and 1997,  respectively.  CBE has elected to not  contribute  to its
Plan. CBC does not have any 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.  Had  compensation  cost for the Option Plan been  determined in
accordance  with the  provisions  of SFAS 123, net income and earnings per share
would have been as follows:

                                                                     1997
                                                                     -----
      Net Income:
        As reported .............................................  $2,290,000
        Pro Forma ...............................................   2,266,000
      Earnings per share:
        As reported --basic .....................................        $.78
                    --diluted ...................................         .68
        Pro Forma   --basic .....................................        $.77
                    --diluted ...................................         .67

                                      F-10

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      The Company may grant  options for up to 415,000  shares  under the Option
Plan. The Company has granted  options for 315,000  shares through  December 31,
1999.  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 the Chairman of the Board, for which the
exercise price is at 110% of the current market price.

      A summary of the status of the Option Plan at December 31, 1999,  1998 and
1997 is as follows:

<TABLE>
<CAPTION>
                                                  1999                     1998                    1997
                                         ---------------------    ---------------------    ---------------------
                                                       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 .....    205,000       $3.03      315,000       $2.59      275,000       $2.20
Granted ..............................         --          --           --          --       40,000        5.24
Exercised ............................     67,000        2.17      110,000        1.84           --          --
Cancelled ............................         --          --           --          --           --          --

Outstanding at end of year ...........    138,000       $3.45      205,000       $3.03      315,000       $2.59
Exercisable at end of year ...........    138,000        3.45      205,000        3.03      315,000        2.59

</TABLE>

      The Company has issued warrants to purchase 236,250 shares of common stock
at $13/8 per share and  warrants to purchase  100,000  shares of common stock at
$3.00 per  share in  connection  with two debt  agreements  (see Note 7).  These
warrants are currently exercisable and will expire in 2002.

      In 1998 and 1999,  the Company  issued  stock to the Chairman of the Board
for 20,000 shares, respectively, 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.

10. Net Income Per Share:

      Diluted  net  income  per  common  share  was  calculated  on the basis of
3,378,000,  3,318,000, and 3,372,000, weighted average common shares outstanding
in the years ending December 31, 1999, 1998, and 1997, respectively.

<TABLE>
<CAPTION>
                                                                                                 Net Income
                                                                   Income          Shares         Per share
                                                                   ------          ------         ---------
                                                                   For the year ended December 31, 1999
                                                                   ------------------------------------
<S>                                                              <C>              <C>               <C>
      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, 1999
                                                                   ------------------------------------

      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

                                                                   For the year ended December 31, 1999
                                                                   ------------------------------------

      Basic ..................................................   $2,290,000       2,948,000         $ .78
      Effect of dilutive options and warrants ................           --         424,000            --
      Diluted ................................................   $2,290,000       3,372,000         $ .68

</TABLE>

      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.  These are no
options which would be antidilutive as of December 31, 1999, 1998 and 1997.

                                      F-11

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

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
2009. Minimum annual rental commitments at December 31, 1999, are as follows:

            2000 .........................................  3,474,000
            2001 .........................................  2,498,000
            2002 .........................................  1,438,000
            2003 .........................................  1,080,000
            Thereafter ...................................    382,000

      Rent expense under the Company's  various operating leases was $3,400,000,
$2,431,000 and $1,795,000 for the years ended December 31, 1999, 1998, and 1997,
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 in annual financial
statements and requires selected information about operating segments in interim
financial  reports issued to  stockholders.  It also  established  standards for
related  disclosure about products and services and geographic areas.  Operating
segments  are  defined as  components  of an  enterprise  about  which  separate
financial  information  is available  that is  evaluated  regularly by the chief
operating  decision  maker, or decision making group in deciding how to allocate
resources and in assessing performance.

      The Company operates in two industry segments,  wholesale distribution and
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  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, deferred taxes, and corporate property.


                                      F-12
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

      A summary  of the  Company's  segment  information  for the  years  ending
December 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                     Wholesale       Computer
                                                   Distribution      Services        Corporate        Total
                                                    -----------      --------        ---------       ------
<S>                                                   <C>              <C>            <C>            <C>
      December 31, 1999
        Net Sales ...............................     $175.3           $42.9          $   0          $218.2
                                                      ======           =====          =====          ======
        Interest Expense ........................        2.6             0.8            0.0             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            0.0             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
                                                      ======           =====          =====          ======
      December 31, 1997
        Net Sales ...............................     $ 86.9           $19.6            $ 0          $106.5
                                                      ======           =====          =====          ======
        Interest Expense ........................        1.2             0.6            0.1             1.9
                                                      ======           =====          =====          ======
       Depreciation and Amortization ............        0.2             1.1              0             1.3
                                                      ======           =====          =====          ======
        Pre-tax Income ..........................        5.9            (0.9)          (0.8)            4.2
                                                      ======           =====          =====          ======
        Provision for Income Taxes ..............        2.3            (0.3)          (0.1)            1.9
                                                      ======           =====          =====          ======
        Identifiable Assets .....................     $ 33.2           $ 6.2           $2.2          $ 41.6
                                                      ======           =====          =====          ======

</TABLE>

                                      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:
   1999 .............................        $1,271,000    $1,731,000          $ 0         $738,000   $2,263,000
   1998 .............................           711,000       986,000          $ 0          426,000    1,271,000
   1997 .............................           721,000       313,000          $ 0          323,000      711,000

Inventory:
   1999 .............................         $ 528,000     $ 928,000          $ 0         $528,000    $ 928,000
   1998 .............................           538,000       538,000          $ 0          538,000      538,000
   1997 .............................           552,000       538,000          $ 0          552,000      538,000

</TABLE>

                                      S-1



<PAGE>



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