U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                   For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

Commission file number                       1-5673
                       ---------------------------------------------------------

                                     RANGER INDUSTRIES, INC.
--------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)

            Connecticut                                 06-0768904
---------------------------------------    -------------------------------------
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)

One Regency Drive, Bloomfield, Connecticut                  06002
------------------------------------------ -------------------------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number          (860) 726-1208
                           -----------------------------------------------------

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

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

                     Common Stock, $0.0l par value
--------------------------------------------------------------------------------
                          (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                                                                      ----- ----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year:  NONE.

         State the aggregate market value of voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date  (February  23,  2000)  within  the past 60 days:  $8,412,840
                                                                    ------------

                State the number of shares  outstanding  of each of the issuer's
classes of common equity, as of the latest practicable date (February 22, 2000):
5,278,644 shares
-----------------

                     DOCUMENTS INCORPORATED BY REFERENCE: None.

     Transitional  Small Business  Disclosure Format (check one): Yes [ ] No [X]



925501.3
<PAGE>



                                     PART I

Item 1.  Business.

         Background.  Ranger  Industries,  Inc., a Connecticut  corporation (the
"Registrant") was organized in 1961, as the successor to the Connecticut Leather
Company,  which was founded in 1932.  From 1961 through 1990, the Registrant was
known as "Coleco Industries,  Inc." The Registrant's principal executive offices
are  located  at One  Regency  Drive,  Bloomfield,  Connecticut  06002,  and its
telephone number is (860) 726-1208.

         In 1988, the Registrant, then known as Coleco Industries, Inc., filed a
voluntary  petition in bankruptcy,  and in 1990, a plan of  reorganization  (the
"Plan") was approved by the bankruptcy court and became effective as of February
28, 1990 (the  "Effective  Date"),  and the  Registrant  emerged from Chapter 11
pursuant thereto. In accordance with the Plan:

           (i)  the  Registrant  emerged  from the  Chapter 11  proceeding  with
                $950,000 in cash and no liabilities,

           (ii) $5.5 million was  transferred to a product  liability trust (the
                "Product  Liability  Trust"),  to process and liquidate  product
                liability claims pending or arising after May 15, 1990, and

           (iii)all other assets were transferred to a reorganization trust (the
                "Reorganization  Trust"),  which was  responsible for collecting
                and liquidating the  Registrant's  other assets and distributing
                them to the Registrant's former creditors in accordance with the
                Plan.

         The  Reorganization  Trust  made  what  was  expected  to be  its  last
distribution in May, 1996 and was terminated by order of the bankruptcy court on
August 27, 1996. In August 1998, however,  the Registrant received an additional
distribution of $45,601 from the former Reorganization Trust's trustee.

         The Product  Liability  Trust contains  assets of  approximately  $12.5
million as of December 31, 1999. Under the terms of the Product Liability Trust,
the residual funds, if any,  remaining after the distribution of Trust assets to
pay product liability claims and expenses would be distributed to the Registrant
on February 28, 2020. The bankruptcy court, in its discretion,  is authorized to
permit an earlier  payout to the  Registrant.  The  Registrant  may apply to the
bankruptcy  court for  termination of the Product  Liability  Trust earlier than
originally  scheduled  (i.e.,  prior to February 28, 2020),  but there can be no
assurance that such application will be successful,  or that the Registrant will
otherwise  receive any  distribution of assets from the Product  Liability Trust
prior to 2020, if ever. The  Registrant  expects that the trustee of the Product
Liability  Trust will  initiate  steps during the first half of 2000 to apply to
the bankruptcy court for

                                      -1-
925501.3

<PAGE>



immediate distribution to the Registrant of a significant portion of the assets
of the Product Liability Trust, but there can be no assurance that such
application will be successful.

         As of December 31, 1999, the Registrant had adjusted net operating loss
carryforwards  ("NOLs")  of  approximately  $177.2  million.  The NOLs  resulted
principally from operating losses sustained by the Registrant prior to 1990. See
Note 6 of the  Notes  to the  Financial  Statements  for an  explanation  of the
possible utility of these NOLs.

         Under management that was installed under the Plan and that remained in
control of the  Registrant  through July 29, 1997,  the  Registrant  pursued the
business of acquiring investments, but that effort proved to be unsuccessful.

         During 1997, Pure Group,  Inc., a Delaware  corporation  ("PGI") wholly
owned by one of the Registrant's  current directors,  engaged in and won a proxy
contest for control of the Registrant.  The current Board of Directors, who were
the nominees of PGI in the proxy contest, took office on July 29, 1997, pursuant
to a settlement  agreement dated that date (the  "Settlement  Agreement")  among
PGI,  the  former  members  of the  Registrant's  Board  of  Directors,  and the
Registrant.  Thereafter, they were elected as the directors of the Registrant at
the Annual Meeting of Shareholders of the Registrant that was held on August 11,
1997. The Registrant had not held an annual meeting of  shareholders at any time
since 1990.

         In October 1997,  the  Registrant  received a payment of  approximately
$802,000 as a distribution from a bankruptcy  proceeding in which the Registrant
had filed a claim in 1983. The Registrant had apparently  written off that claim
as worthless prior to the conclusion of the Registrant's  bankruptcy  proceeding
in 1990. At the time that the payment was received,  the Registrant had no other
material  liquid  assets.  As of December 31, 1999,  the  Registrant  had liquid
assets of approximately  $743,000,  substantially  all of it attributable to the
October 1997  distribution and the August 1998 distribution of $45,601 described
above.

         As of March  31,  1997,  the  Registrant  had cash on hand of less than
$5,000 and no other financial  resources.  In connection with the proxy contest,
PGI agreed to lend the  Registrant  certain  funds  necessary for the call of an
annual meeting of  shareholders.  Under the Settlement  Agreement,  PGI lent the
Registrant  approximately  $197,000, and thereafter,  PGI lent the Registrant an
additional  $267,000.  The  loans  were  demand  loans  bearing  interest  at  2
percentage  points above the prime rate. In March 1998,  PGI and the  Registrant
exchanged the full balance of that debt, plus interest, for 778,644 newly issued
shares of the  Registrant's  common  stock,  par value $0.01 per share  ("Common
Stock").  As a result, PGI now holds approximately 21% of the outstanding Common
Stock.  The  exchange  enabled the  Registrant  to  conserve  its cash for other
corporate purposes. See Item 12, Certain Relationships and Related Transactions.



                                      -2-
925501.3

<PAGE>



Item 2.  Properties.

         As of the Effective  Date of the Plan,  the  Registrant had no material
properties,  and it has acquired none since then. The  Registrant  currently has
the use of office space in Bloomfield, Connecticut, and leases space in a public
warehouse for the storage of some of its business records.

Item 3.  Legal Proceedings.

         In March 1999, one of the Company's  inactive  subsidiaries  received a
Notice of Intent to Levy from the Internal  Revenue Service (the "IRS") in which
the IRS alleges a debt of  approximately  $460,000 in connection with a 1984 tax
obligation of that company.  The Company believes that the assertions  contained
in the Notice of Intent to Levy are without merit.

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

         Inapplicable.



                                      -3-
925501.3

<PAGE>



                                    PART II

Item 5.  Market for Common Equity and Related Shareholder Matters.

         The  Common  Stock is traded  over the  counter  and  quotes  have been
reported by the OTC Bulletin  Board since  February 2, 1997. The table set forth
below reports the high and low closing  bid/asked  quotations as compiled by IDD
Information  Services for each calendar  quarter in the last two complete fiscal
years,  and for the first quarter of the current  fiscal year,  through the date
indicated.  The quotations reflect interdealer  prices,  without retail markups,
markdowns or commissions and may not necessarily represent actual transactions.

                                             High/Asked                Low/Bid
--------------------------------------------------------------------------------
1998 - 1st Quarter                             1.00000                0.40625
1998 - 2nd Quarter                             0.93750                0.56250
1998 - 3rd Quarter                             0.87500                0.43750
1998 - 4th Quarter                             0.75000                0.28125
1999 - 1st Quarter                             0.59375                0.28125
1999 - 2nd Quarter                             0.59375                0.37500
1999 - 3rd Quarter                             1.21875                0.31250
1999 - 4th Quarter                             1.50000                0.59375
2000 - 1st Quarter                             1.87500                1.12500
(through Feb. 18)


         The number of registered holders of the Common Stock as of February 18,
2000, was approximately 1,000.

         The  Registrant has not paid any cash dividends on its stock since 1974
and has no expectation of doing so in the foreseeable future.

Item 6.  Plan of Operation.

         The following  discussion  should be read in  conjunction  with Item 1,
Business, and the Financial Statements, including the Notes thereto.

         As a  result  of the  receipt  of  approximately  $802,000  in the last
quarter  of 1997 and  approximately  $45,600 in the third  quarter of 1998,  the
Registrant has sufficient liquidity to meet

                                      -4-
925501.3

<PAGE>



its current operating expenses for the foreseeable future. The Registrant's cash
on hand was approximately $743,000 as of December 31, 1999, and the Registrant's
projected cash operating  costs and expenses,  net of interest  income,  for the
fiscal year ending December 31, 2000 are approximately  $90,000.  The Registrant
does not expect to have to raise additional funds in the next twelve months.

         The  Registrant's  financial  resources at the present time, other than
its cash on hand, are (i) a remainder  interest in the Product  Liability  Trust
and (ii) the possible  utility of net operating loss  carryforwards  ("NOLs") of
approximately  $177.2  million as of February 22, 2000. See Notes 5 and 6 in the
Condensed  Financial  Statements  included in Part 7 of this Report. For regular
(i.e.,  non-alternative  minimum)  tax  purposes,  the NOLs have  sheltered  the
Registrant's  modest  interest  income and the income of the  Product  Liability
Trust.  The income of the  Product  Liability  Trust,  if any,  continues  to be
taxable to the Registrant. As more fully discussed in the Notes to the Financial
Statements, the continuing availability of the NOLs is uncertain.

         Year 2000 Issues.  The  Registrant has no operations and does not use a
computer to maintain its financial  records at this time. The Registrant (i) has
incurred no significant  costs associated with addressing the Year 2000 problem;
(ii) has not  experienced  any material  adverse effects as a result of the Year
2000 issue;  and (iii)  believes  that its Year 2000  issues  present it with no
material risks. The Registrant cannot be certain that BankBoston, the bank where
most of the Registrant's cash is kept in the form of accounts, will be free from
Year 2000 difficulties.  The Registrant believes,  however,  that those accounts
are safe from any material risk associated  with the Year 2000 problem.  Because
the  Registrant  has no  operations  and does not use a computer to maintain its
financial  records,  the  Registrant  has not  considered  it  necessary to make
contingency plans for dealing with the Year 2000 problem and it has not done so.

Item 7.  Financial Statements.

         See the "Index to Financial Statements and Schedules," which appears on
page F - 1 hereof.

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

         Inapplicable.


                                      -5-
925501.3

<PAGE>

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters   and   Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

         Directors and Executive  Officers.  The following  table sets forth the
names, ages and business backgrounds of the Registrant's  executive officers and
directors,  together with all positions and offices held with the  Registrant by
such  executive  officers and  directors.  All executive  officers and directors
first took office on July 29, 1997:

Name, Age and Office             Business Background

Morton E. Handel, 64,            President of S&H Consulting, Ltd., a  privately
Chief Executive                  held  investment and consulting firm.  Chairman
Officer,                         of   the   Board   and   director   of   Marvel
President and Director           Enterprises,     Inc.,     a    publicly   held
                                 entertainment   company   operating   in    the
                                 licensing, comic   book   publishing   and  toy
                                 businesses; director  of  CompUSA,  a  publicly
                                 held retailer of  computer  hardware, software,
                                 and   accessories;   director   of   Concurrent
                                 Computer   Corporation,   a   manufacturer   of
                                 real-time computers and computer systems.

Isaac Perlmutter, 56,            Independent investor;  sole shareholder of Pure
Director                         Group, Inc.;  director  of  Marvel Enterprises,
                                 Inc., a  publicly  held  entertainment  company
                                 operating   in   the   licensing,  comic   book
                                 publishing and toy businesses.

Raymond Minella, 50,             Principal of Berenson,  Minella  &  Company, an
Director                         investment banking firm.


         Section 16(a) Beneficial Ownership Reporting Compliance.  Section 16(a)
of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  requires  the
Company's officers and directors, and persons who own more than ten percent of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission.
Officers,  directors and greater than ten percent  stockholders  are required by
regulation of the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file.

         Based  solely on its  review of Forms 3, 4 and 5  available  to it and,
where  applicable,  written  representations  from  directors,  officers and 10%
stockholders  that no form is required to be filed, the Company believes that no
director,  officer  or  beneficial  owner of more than 10% of its  Common  Stock
failed to file on a timely basis reports  required  pursuant to Section 16(a) of
the Exchange Act with respect to 1999.


                                      -6-
925501.3

<PAGE>



Item 10. Executive Compensation.

         Executive Officers.  In the three fiscal years ended December 31, 1999,
1998 and 1997,  the only  executive  officers of the Registrant who received any
salary or other compensation from the Registrant were Mr. James B. Rubin and Mr.
Morton E. Handel, as follows:

                                         Fiscal year ended     Total annual
Name and Positions                         December 31,        compensation

James T. Rubin, President and Director      1999               $       0
(through July 29, 1997)
                                            1998                       0
                                            1997                 17,888(1)


Morton E. Handel, President and Chief       1999                 32,000(2)
Executive Officer
                                            1998                 45,063(2)
                                            1997                      0


1.    For the period from January 1 through July 29, 1997, only.

2.    See Note 7 of the Notes to the Financial Statements.

         The Registrant's current executive officer, Mr. Handel,  served without
any compensation from July 29, 1997 to August 4, 1998.

           Compensation of Directors. Each director of the Registrant is paid an
attendance fee of $500 for each regular or special meeting of the Board of
Directors which he attends, in person or by telephone.



                                      -7-
925501.3

<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The  following  table  lists  all  persons  who  have  reported  to the
Securities and Exchange Commission their beneficial ownership of more than 5% of
the Registrant's Common Stock, and all directors and officers of the Registrant,
as of February 22, 2000:

<TABLE>
<CAPTION>
<S>                                                       <C>                <C>
==========================================================================================
Beneficial Owner                                          Number of Shares   Percentage(1)
------------------------------------------------------------------------------------------
Morton E. Handel, President, Chief Executive Officer
and Director                                                  718,167             13.6%
------------------------------------------------------------------------------------------
Massachusetts Financial Services Company                      398,930              7.6%
------------------------------------------------------------------------------------------
Isaac Perlmutter, Director(2)                               1,136,137             21.5%
------------------------------------------------------------------------------------------
All directors and officers as a group(3)                    1,854,304             35.1%
==========================================================================================
</TABLE>

1.   All  percentages  have been  determined  using the  number of shares of the
     Registrant's  Common  Stock  outstanding  as of February  22,  2000,  i.e.,
     5,278,644 shares.

2.   Consists of  1,102,100  shares  owned by PGI,  which is wholly owned by Mr.
     Perlmutter,  and 34,037 shares owned by another corporation wholly owned by
     Mr. Perlmutter.

3.   Consists of shares  beneficially owned by Mr. Handel and by Mr. Perlmutter.
     Mr. Minella does not own any shares of the Registrant.


Item 12. Certain Relationships and Related Transactions.

         From  time  to  time  in  1997,  PGI  (which  is  wholly  owned  by Mr.
Perlmutter,  who became a director of the  Registrant on July 29, 1997) advanced
funds to or for the benefit of the Registrant, and on July 29, 1997, the balance
of such advances stood at approximately  $197,000.  Prior  management  agreed on
behalf of the  Registrant to repay such advances on demand,  and to pay interest
on the  outstanding  balance at the rate of 2  percentage  points over the prime
rate,  compounded  monthly.  Advances made after July 29, 1998, were made on the
same  terms and  conditions  as  provided  for the  advances  made  prior to Mr.
Perlmutter's  election as a director.  No cash payments of principal or interest
were  made  on  such  indebtedness  in  1997,  and on  February  20,  1998,  the
outstanding  balance of principal and interest was  $483,616.  On March 9, 1998,
the  Registrant  agreed  to  exchange  778,644  shares  of  its  authorized  but
theretofore  unissued  Common  Stock for the $483,616 of debt due PGI. The value
per share used for the  purposes  of the  exchange  was  $0.6211,  which was the
weighted  average of the closing  price of shares  traded for the 30-day  period
prior to February 20, 1998.


                                      -8-
925501.3

<PAGE>



         Throughout  1996,  and the period from January 1 through July 28, 1997,
the Registrant had a management  services  agreement with M.D. Sass  Associates,
Inc. ("Sass"),  of which the Registrant's  president throughout in such periods,
Mr. James B. Rubin,  was a Senior  Managing  Director.  The Registrant  incurred
costs of $19,200 payable to Sass in 1996, and $9,600 in 1997.


                                    PART IV

Item 13. Exhibits and Reports on Form 8-K.

         (a)  Exhibits.  The exhibits that are part of this report are listed in
the Exhibit Index at the end of this report.

         (b)  Reports on Form 8-K.  In the last  quarter of the year  covered by
this report, the Registrant filed no Current Reports on Form 8-K.

                                      -9-
925501.3

<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.

                                           Ranger Industries, Inc.



February 25, 2000                          /s/ Morton E. Handel
                                           -------------------------------------
                                           Morton E. Handel
                                           President and Chief Executive 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 dates indicated.



February 25, 2000                          /s/ Morton E. Handel
                                           -------------------------------------
                                           Morton E. Handel
                                           President, Chief Executive Officer,
                                           Director and Acting  Chief  Financial
                                           and  Accounting   Officer  (principal
                                           executive,  financial and  accounting
                                           officer)


February 28, 2000                          /s/ Raymond Minella
                                           -------------------------------------
                                           Raymond Minella
                                           Director


February 24, 2000                          /s/ Isaac Perlmutter
                                           -------------------------------------
                                           Isaac Perlmutter
                                           Director

<PAGE>



                                 EXHIBIT INDEX

The  following  exhibits  are a part of  this  report.  All  such  exhibits  are
incorporated  herein by reference to other documents on file with the Securities
and Exchange Commission, except those marked with an asterisk.

Exhibit No.    Description

   3.1         Amended   and   restated   certificate   of  incorporation of the
               Registrant, incorporated herein by reference  to the Registrant's
               Annual Report on Form 10-K for the year ended  December 31, 1989,
               SEC File No. 1-5673.

   3.2         Amended and  restated  by-laws  of  the  Registrant, incorporated
               herein  by  reference  to  the Registrant's Annual Report on Form
               10-KSB for the year ended December 31, 1994, SEC File No. 1-5673.

  10.1         Settlement agreement dated July 29, 1997,  among  the Registrant,
               Pure Group, Inc., and Messrs. James  B. Rubin,  James  Berman and
               Duncan N. Darrow, incorporated herein by reference to  Exhibit IV
               of Amendment No. 4 dated July 29, 1997, of Schedule  13D filed by
               Pure Group, Inc., and  certain  other  persons  with  respect  to
               ownership of the Registrant's Common Stock.

  10.2         Employment  Agreement  dated  as  of  August 4, 1998, between the
               Registrant and Morton E. Handel, incorporated herein by reference
               to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q
               for the three months ended June 30, 1998.

  21*          List of subsidiaries.

  27*          Financial Data Schedule.


925501.3

<PAGE>

                    RANGER INDUSTRIES, INC. AND SUBSIDIARIES
                   Index to Financial Statements and Schedules
<TABLE>
<CAPTION>

                                                                                                                 Page

<S>                                                                                                              <C>
Report of Independent Accountants.................................................................................F-2

Balance Sheets as of December 31, 1999 and 1998...................................................................F-3

Statements of Operations for the years ended December 31, 1999 and 1998...........................................F-4

Statements of Changes in Shareholders' Equity for the years ended December 31, 1999
  and 1998........................................................................................................F-5

Statements of Cash Flows for the years ended December 31, 1999 and 1998...........................................F-6

Notes to Financial Statements.....................................................................................F-7


Schedules not included herein have been omitted because they are not applicable
or the required information is shown in the Financial Statements or Notes
thereto.
</TABLE>

                                       F-1

<PAGE>

                        Report of Independent Accountants


To the Board of Directors and Shareholders of
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)


In our opinion, the accompanying balance sheets and the related statements of
operations, changes in shareholders' equity and of cash flows, present fairly,
in all material respects, the financial position of Ranger Industries, Inc. (the
"Company") at December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management, our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.




February 29, 2000


                                      F - 2
<PAGE>


Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Balance Sheets
December 31, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                1999           1998

Assets
Current assets
<S>                                                             <C>            <C>
   Cash and equivalents                                         $742,972       $759,216
   Prepaid expenses                                               13,321          2,625
   Income tax receivable                                               -          3,436
                                                            -------------  -------------

                                                                 756,293        765,277
                                                            -------------  -------------

Other assets                                                       4,177          6,802
                                                            -------------  -------------

         Total assets                                           $760,470       $772,079
                                                            =============  =============



Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable and other liabilities                       $ 11,005       $ 18,075
   Income tax payable                                             26,900              -
   Deferred income taxes                                           2,992          3,576
                                                            -------------  -------------
         Total current liabilities                                40,897         21,651

Non-current liabilities
   Deferred income taxes                                           4,213          8,391
                                                            -------------  -------------

         Total liabilities                                        45,110         30,042
                                                            -------------  -------------

Shareholders' equity
   Common stock - $.01 par value, 20,000,000 shares
     authorized, 5,278,644 shares issued and outstanding          52,786         52,786
   Capital in excess of par value                              1,661,430      1,661,430
   Unearned compensation                                         (82,937)      (114,937)
   Retained deficit                                             (915,919)      (857,242)
                                                            -------------  -------------
         Total shareholders' equity                              715,360        742,037
                                                            -------------  -------------

         Total liabilities and shareholders' equity             $760,470       $772,079
                                                            =============  =============
</TABLE>

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


                                      F - 3



<PAGE>


Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Statements of Operations
For the Years Ended December 31, 1999 and 1998
--------------------------------------------------------------------------------

                                      1999          1998

Net sales                          $         -  $          -
                                   ============ =============

Operating costs and expenses
   Administrative expenses             102,459       110,356
   Legal expenses                        7,815        32,794

Other income and expenses
   Bankruptcy claim recovery            49,869         2,603
   Interest expense                          -        (5,498)
   Interest income                      32,127        35,559
                                   ------------ -------------
         Loss before income taxes      (28,278)     (110,486)
                                   ------------ -------------

Provision for income taxes
   Current                              35,161             -
   Deferred                             (4,762)       11,967
                                   ------------ -------------
                                        30,399        11,967
                                   ------------ -------------

         Net loss                      (58,677)     (122,453)
                                   ------------ -------------

         Basic loss per share          $  (.01)      $  (.03)
                                   ============ =============


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


                                      F - 4




<PAGE>


Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Statements of Changes in Shareholders' Equity
For the Years Ended December 31, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               Common Stock
                                          -----------------------  Capital in                                   Total
                                            Number        Par       Excess of     Retained     Unearned     Shareholders'
                                          of Shares      Value      Par Value     Deficit     Compensation     Equity

<S>                                        <C>         <C>         <C>           <C>           <C>          <C>
Balances at December 31, 1997              4,000,000   $  40,000   $   985,000   $  (734,789)  $        -   $    290,211

Issuance of common stock to PGI              778,644       7,786       475,829            -             -        483,615

Issuance of common stock in lieu of
   cash compensation                         500,000       5,000       155,000            -      (160,000)             -

Amortization of unearned compensation              -           -             -            -        45,063         45,063

Net loss                                           -           -             -     (122,563)            -       (122,453)

Distribution from Ranger Industries, Inc.
   reorganization, net                             -           -        45,601            -             -         45,601
                                          -----------  ----------  ------------  -----------  ------------  -------------

Balances at December 31, 1998              5,278,644      52,786     1,661,430     (857,242)     (114,937)       742,037

Amortization of unearned compensation              -           -             -            -        32,000         32,000

Net loss                                           -           -             -      (58,677)            -        (58,677)
                                          -----------  ----------  ------------  -----------  ------------  -------------

Balances at December 31, 1999              5,278,644   $  52,786   $ 1,661,430   $  (915,919) $   (82,937)  $    715,360
                                          ===========  ==========  ============  ===========  ============  =============
</TABLE>


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


                                      F - 5

<PAGE>


Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   1999              1998

Cash flows from operating activities
<S>                                                                <C>               <C>
     Net loss                                                      $  (58,677)       $ (122,453)
                                                             ----------------- -----------------
   Adjustments to reconcile net loss to net cash
     used in operating activities
      Interest expense settled in shares of Ranger stock                    -             5,498
      Compensation expense settled in shares of Ranger stock           32,000            45,063
      Deferred income taxes                                            (4,762)           11,967
      Changes in assets and liabilities
        Prepaid expenses and other assets                              (8,071)           (9,427)
        Income tax receivable                                           3,436                10
        Accounts payable and other liabilities                         (7,070)           (1,843)
        Income tax payable                                             26,900                 -
                                                             ----------------- -----------------
           Total adjustments                                           42,433            51,268
                                                             ----------------- -----------------

           Net cash used in operating activities                      (16,244)          (71,185)
                                                             ----------------- -----------------

Cash flows from financing activities
   Distribution from reorganization trust                                   -            45,601
                                                             ----------------- -----------------
           Net cash provided by financing activities                        -            45,601
                                                             ----------------- -----------------

Net decrease in cash and cash equivalents                             (16,244)          (25,584)

Cash and cash equivalents at beginning of year                        759,216           784,800
                                                             ----------------- -----------------

Cash and cash equivalents at end of year                           $  742,972        $  759,216
                                                             ================= =================

Supplemental disclosures of cash flow information
   Cash paid during the year for
     Income taxes                                                   $   7,919        $    7,086
                                                             ================= =================

Noncash transactions
   Common stock issued in exchange for the cancellation
     of amount owed to PGI                                          $       -        $  483,616
                                                             ================= =================

   Common stock issued in exchange for employment services          $       -        $  160,000
                                                             ================= =================
</TABLE>


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

                                      F - 6


<PAGE>


Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------

1.    Organization

      In July 1988, Ranger Industries, Inc. (the "Registrant" or the "Company",
      and then known as Coleco Industries, Inc.) filed a voluntary petition in
      United States Bankruptcy Court under Chapter 11 of the Federal Bankruptcy
      Code. Effective February 28, 1990, the bankruptcy court approved a plan of
      reorganization (the "Plan"), pursuant to which all then outstanding debt
      and equity securities of the Registrant were canceled, and 4,000,000
      shares of the Registrant's new $0.01 par value common stock (the "Common
      Stock") were distributed to the unsecured creditors. On the Effective Date
      of the Plan, the Registrant retained $950,000 in cash for working capital
      purposes and was expected to engage in the business of acquiring income
      producing properties or businesses.

      The Plan provided for the creation of a Reorganization Trust in order to
      liquidate the Registrant's remaining assets (other than the $950,000 in
      cash retained by the Registrant) and effectuate distributions thereof to
      the Registrant's creditors. The Reorganization Trust completed the
      distribution of its assets in May 1996 and was terminated by order of the
      bankruptcy court on August 27, 1996. Also, see Note 8.

      The Plan also provided for the creation of a Product Liability Trust in
      order to settle certain personal injury claims (including claims arising
      thereafter) against the Registrant. The Product Liability Trust continues
      to process and liquidate certain product liability claims. Pursuant to the
      terms of the Product Liability Trust Agreement, residual funds, if any,
      will revert to the Registrant, as grantor of the trust, upon the earlier
      of (a) February 28, 2020, or (b) approval by the bankruptcy court of
      earlier termination of the Product Liability Trust.

2.    Change in Control

      Following the conclusion of a hostile proxy contest (the "Proxy Contest"),
      initiated by Pure Group, Inc. ("PGI") during the second quarter of 1997,
      the Company's former directors resigned from the Board of Directors
      effective July 29, 1997, and new directors were elected. The terms under
      which this change in control took place are outlined in a settlement
      agreement dated July 29, 1997 between PGI, the Company and the Company's
      former directors (the "Settlement Agreement"). Under the terms of the
      Settlement Agreement, and as set forth in a demand promissory note dated
      July 29, 1997, PGI loaned the Company $196,477 to pay its then outstanding
      obligations. The note required the Company to pay interest to PGI at two
      percentage points above the prime rate. Additionally, PGI loaned the
      Company $251,780 to cover costs incurred in connection with the Proxy
      Contest, including the costs of holding the 1997 annual meeting and
      $13,523 for working capital purposes. These additional loans of $265,303
      were subject to the same terms outlined in the demand promissory note. On
      March 9, 1998, the Company issued 778,644 shares of its $.01 par value
      common stock in exchange for the cancellation of the amount owed to PGI as
      of February 10, 1998. The exchange value of $.6211/share was determined
      using the weighted average of the closing prices of the Company's common
      stock for the 30-day period prior to February 20, 1998, the date of the
      agreement.


                                     F - 7
<PAGE>

Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------


3.    Summary of Significant Accounting Policies

      The financial statements have been prepared using the accrual basis of
      accounting. 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, if
      applicable, 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.


      Income
      The only source of income is interest income and the recovery of certain
      bad debts.

      Expenses
      Expenses of the Company consist of professional fees and other costs
      incurred in connection with the Company's filing requirements.

      Earnings Per Share
      In 1997, the Company adopted Statement of Financial Standards No. 128,
      "Earnings Per Share". This pronouncement had no impact on the Company's
      consolidated financial position, results of operations, or cash flows.
      Basic earnings (loss) per share were computed based on the weighted
      outstanding shares and, as such, basic and diluted earnings per share are
      the same. Weighted average common shares outstanding were 5,278,644 and
      4,837,691 shares during 1999 and 1998, respectively. As discussed in Note
      1, all previously existing debt and equity securities were canceled on
      February 28, 1990.

      Cash and Cash Equivalents
      Cash equivalents consist of short-term highly liquid investments with an
      original maturity, when purchased, of three months or less.

4.    Bankruptcy Claim Recovery

      During 1999 and 1998, the Company received $49,869 and $2,603,
      respectively, of distributions on bankruptcy claims filed by the Company's
      predecessor.

5.    Income Taxes

      Effective January 1, 1993, the Company adopted Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
      SFAS 109 requires recognition of deferred tax liabilities and assets for
      the expected future tax consequences of events that have been included in
      the financial statements or income tax returns. Under this method,
      deferred tax liabilities and assets are determined based on the difference
      between the financial statement and tax bases of assets and liabilities
      using enacted tax rates in effect for the year in which the differences
      are expected to reverse. In addition, deferred tax assets are subject to a
      valuation allowance to reduce them to net realizable value.


                                     F - 8
<PAGE>

Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------

      As discussed in Note 1, the assets and liabilities of the Company, except
      for $950,000 retained for working capital purposes, were transferred to
      the Reorganization and Product Liability Trusts, respectively, effective
      February 28, 1990, in accordance with the Plan. Although the matter is not
      free from doubt, these Trusts have been treated as grantor trusts.
      Accordingly, taxable income or loss associated with the disposition of
      assets and the settlement of liabilities by the Trusts are reflected on
      the federal income tax return of Ranger Industries, Inc., although such
      assets and liabilities are not presented in these financial statements
      (also see Note 6).

      Tax expense or benefit is attributable to state taxes and Federal
      alternative minimum tax.  The difference between the actual tax provision
      and the amount obtained by applying the statutory U.S. federal income tax
      rate to income before taxes is primarily attributable to state taxes and
      the federal alternative minimum tax associated with the net income of the
      product liability trust.

      At December 31, 1999 and 1998, it was estimated that the Company had
      adjusted tax net operating loss carryforwards and future deductions of
      approximately $177.2 million and $177.6 million, respectively, after
      giving effect to the Plan and the transactions contemplated thereby, which
      may be used to offset future taxable income, subject to several
      limitations, and which begin to expire in the year 2002. These amounts
      include the tax consequences of the activity of the Reorganization and
      Product Liability Trusts, as well as the activity of Ranger Industries,
      Inc. At December 31, 1999 and 1998, the Company had Alternative Minimum
      Tax (AMT) loss carryforwards of approximately $153.5 million and $153.9
      million, respectively, which will begin to expire in the year 2002. The
      Company also had approximately $350,000 and $7.7 million in tax credit
      carryforwards at December 31, 1999 and 1998, respectively. At the current
      tax rates, the taxable income equivalent of the credit carryforwards was
      approximately $999,000.

      Under current tax laws, the Internal Revenue Code provides for certain
      limitations following an "ownership change". Accordingly, under the
      confirmed Plan of Reorganization, the continued availability of the
      Company's net operating loss carryforwards and other tax attributes may be
      subject to substantial limitations (also see Note 6).

      At December 31, 1999 and 1998, the Company had deferred tax liabilities of
      $7,205 and $11,967, respectively, as a result of a compensation expense
      temporary difference, associated with the stock issued to Mr. Handel (see
      Note 7). Additionally, any deferred tax asset recorded to recognize the
      tax net operating loss carryforwards would be subject to a full valuation
      allowance under the provisions of SFAS 109, due to the uncertainty of the
      Company's ability to generate taxable income to utilize the carryforwards.

6.     Treasury Regulation

       On January 6, 1992, the Department of the Treasury promulgated new
       Treasury Regulations. These regulations interpret Section 269 of the
       Internal Revenue Code which permits the Internal Revenue Service to deny
       corporations the ability to use tax benefits, such as net operating
       losses ("NOLs") where control of the corporation was acquired for the
       principal purpose of avoiding tax. The regulations provide that if a
       corporation in a bankruptcy reorganization that qualifies for an
       exemption from the general rule limiting the use of net operating loss
       carryforwards does not carry on a significant amount of an active trade
       or business during and subsequent to such bankruptcy reorganization, the
       Internal Revenue Service will presume, absent a showing of strong
       evidence to the contrary, that the principal purpose of the
       reorganization was to evade or avoid Federal income tax and that Section
       269 should apply. The regulations are only effective, by their terms,
       with respect to acquisitions of control of corporations occurring after
       August 14, 1990 and, accordingly, they do not apply to Ranger Industries,
       Inc.


                                     F - 9
<PAGE>

Ranger Industries, Inc.
(formerly Coleco Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------

      Despite the inapplicability of these regulations to Ranger, the issue of
      essentially inactive reorganized companies with NOLs that survive
      bankruptcy intact has now been firmly raised in the eyes of the Internal
      Revenue Service. Accordingly, due to the Company's disposition of its
      historic toy businesses to Hasbro and the Company's switch to a new
      business of acquiring investments, it is possible that the Internal
      Revenue Service may assert that the Company has not carried on a
      significant trade or business during and subsequent to its reorganization.
      If such an assertion is made and ultimately sustained, then the Company
      would be unable to utilize its estimated $177.2 million of net operating
      loss carryforwards. This could have a materially adverse effect on the
      Company's ability to attract outside investors willing to invest in the
      Company. Notwithstanding these regulations, there can be no assurance that
      the Company will be able to attract sufficient outside investment to allow
      it to continue to operate, once its current working capital is depleted.
      The financial statements do not include any adjustments that might result
      from the resolution of these uncertainties.

7.     Stock Compensation

      On August 4, 1998, the Company entered into a five-year Employment
      Agreement (the "Agreement") with Mr. Morton E. Handel, whereby Mr. Handel
      will serve as the Company's Chief Executive Officer and President. As base
      compensation, in lieu of cash, Mr. Handel received 500,000 shares of the
      Company's stock, one-fifth of which was immediately vested and
      non-forfeitable as of the date of the Agreement. Mr. Handel will vest in
      an additional 20 percent of the shares each year over the succeeding four
      anniversaries of the Agreement.

      The estimated market value of the stock award was $160,000 or $.32 per
      share. The Company will incur compensation expense based on the vesting
      terms included in the Agreement. For the years ended December 31, 1999 and
      1998, the Company recognized compensation expense of $32,000 and $45,063,
      respectively, plus related taxes, in connection with this stock award,
      which is included in administrative expenses in the financial statements.

 8.   Distribution from Ranger Industries, Inc.'s Reorganization Trust

      As described in Note 1, the Reorganziation Trust made what was expected to
      be its final distribution to creditors on May 29, 1996. In August 1998,
      however, the Company received an additional distribution of $45,601 from
      the former trustee of the Reorganization Trust. This amount has been
      reflected as an adjustment to the original capitalization of the Company
      and, accordingly, is included in capital in excess of par value at
      December 31, 1998.

9.    Related Party Transactions

      See Notes 2 and 8 for related party transaction information.


                                     F - 10