SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark one)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1997
                                      OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES ACT OF 1934
         For the transition period from ____________ to ____________

                  Commission File Number:            1-5673

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

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

                                One Regency Drive
  ...........................Bloomfield, Connecticut 06002...................
                    (Address of principal executive offices)

       .........................(860) 726-1208............................
                (Issuer's telephone number, including area code)

Check whether the issuer: (1) 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
                                  ---------       -----------

State the  number of shares  outstanding  of each of the  issuer's  classes  of
common equity, as of the latest practicable date (November 12, 1997):  4,000,000
shares

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

648181.6

<PAGE>
                                     PART I
                                     ------
                              FINANCIAL INFORMATION
                              ---------------------
                          ITEM 1. FINANCIAL STATEMENTS
                          ----------------------------


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    September 30, 1997 and December 31, 1996
                                     -------


                                     ASSETS


                                             September 30         December 31,
                                              (Unaudited)
                                                 1997                1996
                                                 ----                ----
Current assets:
   Cash and equivalents                        $    13,504     $       43,009
   Bad debt recoveries receivable                  802,160              2,931
     Prepaid expenses                                8,750              1,044
                                               -----------     --------------

                  Total assets                 $   824,414     $       46,984
                                               ===========     ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Accounts payable and other liabilities      $    44,357      $      68,336
   Accrued interest payable                          8,082               -
     Note payable to Pure Group,  Inc.             196,477               -
     Other amounts owed to Pure Group,  Inc.       263,338               -
                                                ----------         ----------

                  Total current liabilities        512,254             68,336
                                                ----------         ----------



Stockholders' equity (deficit):
   Common stock - $.01 par value, 20,000,000
     shares authorized, 4,000,000 shares
     issued and outstanding                         40,000             40,000
   Capital in excess of par value                  985,000            985,000
   Retained deficit                               (712,840)        (1,046,352)
                                                ----------       -------------
        Total stockholders'  equity (deficit)      312,160            (21,352)
                                                ----------       -------------

        Total liabilities and stockholders'
               equity (deficit)                $   824,414      $      46,984
                                               ===========      =============

                   The accompanying notes are an integral part
               of the condensed consolidated financial statements.

                                                                          Page 2

<PAGE>




                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

             for the three months ended September 30, 1997 and 1996
                                   (Unaudited)
                                     ------

<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>

                                                                                     1997          1996
                                                                                     ----          ----

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

Operating costs and expenses:
  Administrative expenses                                                            37,513       23,455
      Legal expenses                                                                  7,020       30,000
      Proxy contest and annual meeting expenses                                     249,815          -

Other income and (expenses):
     Bad debt recoveries income                                                     802,160        5,340
     Interest expense                                                                (8,082)         -
     Interest income                                                                   -              14
     Other                                                                             -         (2,026)
                                                                                -----------   ----------

    Income (loss) before income taxes                                               499,730      50,127)

Provision for income taxes                                                             -          -
                                                                                  ---------     --------

    Net income (loss)                                                              $499,730    $(50,127)
                                                                                   ========    =========

Net income (loss) per share                                                           $   .12    $ (.01)
                                                                                   ==========  =========
</TABLE>

                   The accompanying notes are an integral part
               of the condensed consolidated financial statements.

                                                                          Page 3

<PAGE>




                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

              for the nine months ended September 30, 1997 and 1996
                                   (Unaudited)
                                     -------


                                                     1997              1996
                                                     ----              ----

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

Operating costs and expenses:
  Administrative  expenses                          98,738            93,578
  Legal expenses                                   104,020            36,072
      Proxy contest and annual meeting expenses    249,815               -

Other income and expenses:
     Bad debt recoveries income                    802,160             5,340
     Interest expense                               (8,082)              -
     Interest income                                     7               485
     Other                                             -             (2,026)
                                                   -----------     ---------
    Income (loss) before income taxes              341,512          (125,851)

Provision (benefit) for income taxes                 8,000           (30,000)
                                                   -----------     ----------

    Net income (loss)                            $ 333,512         $ (95,851)
                                                   =========       ==========

Net income (loss) per share                         $      .08      $   (.02)
                                                   ===========     =======-==





                   The accompanying notes are an integral part
               of the condensed consolidated financial statements.

                                                                          Page 4

<PAGE>




                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

              for the nine months ended September 30, 1997 and 1996
                                   (Unaudited)

                                     -------

<TABLE>
<CAPTION>
<S>                                                                                       <C>            <C>

                                                                                            1997           1996
                                                                                            ----           ----

Cash flows from operating activities:
    Net  income (loss)                                                                   $ 333,512        $(95,851)
                                                                                         ---------        --------
    Adjustments to reconcile net income (loss) to net cash used
        in operating activities:
           Receivable from the Reorganization Trust                                            -             1,939
               Bad debt recoveries receivable                                             (799,229)            -
           Prepaid expenses                                                                 (7,706)         17,500
           Income tax receivable                                                               -               508
           Interest receivable                                                                 -                48
           Accounts payable and accrued liabilities                                        (15,897)         17,641
                                                                                       -----------       ---------

     Total adjustments                                                                    (822,832)         37,636
                                                                                        ----------       ---------

                      Net cash used in operating activities                               (489,320)        (58,215)
                                                                                        ----------       ---------


Cash flows from financing activities:
    Proceeds from note payable to Pure Group, Inc.                                         196,477             -
        Other proceeds from Pure Group, Inc.                                               263,338             -
                                                                                        ----------       ---------
                      Net cash provided by financing activities                            459,815             -
                                                                                        ----------       ---------

Net decrease in cash and cash equivalents                                                  (29,505)        (58,215)

Cash and cash equivalents at beginning of period                                            43,009          67,280
                                                                                       -----------       ---------

Cash and cash equivalents at end of period                                              $   13,504       $   9,065
                                                                                        ==========       =========
</TABLE>




                   The accompanying notes are an integral part
               of the condensed consolidated financial statements.


                                                                          Page 5

<PAGE>




                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                  -----------


1.    Organization:
      In July 1998, 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.
      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 outlined in a
demand  promissory note dated July 29, 1997, PGI loaned the Company  $196,477 to
pay its outstanding  obligations.  The note requires the Company to pay interest
to PGI at two  percentage  points  above the prime rate (8.5% at  September  30,
1997). Additionally,  PGI loaned the Company $249,815 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  $263,338  are subject to the same terms  outlined  in the demand  promissory
note.

                                                                          Page 6

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

        N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued

                                   ---------





    3.Bankruptcy Claim Recovery Receivable:
       On October 9, 1997, the Company received $802,160 from the Reorganization
       Trustee as a  distribution  on a bankruptcy  claim filed by the Company's
       predecessor in 1983.


    4.Management's Representation:

       The accompanying  condensed  consolidated  financial statements should be
       read in conjunction with the Notes to Consolidated  Financial  Statements
       and  Management's  Discussion  and  Analysis of Financial  Condition  and
       results of Operations  included in the Company's 1996 Annual Report filed
       on Form 10-KSB and in this Form 10-QSB report.

       In the  opinion  of  management,  all  adjustments  necessary  for a fair
       presentation of the results for the interim periods have been made.


    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.



                                                                          Page 7

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued


                                   ---------




       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 consolidated  financial
       statements (also see Note 6).



                                                                          Page 8

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued







    5.Income Taxes, Continued:

       Tax  expense or benefit is  attributable  to Federal and state taxes due,
       partially  offset,  in 1996, by amounts due under a tax sharing agreement
       between Ranger Industries,  Inc. and the Reorganization Trust whereby the
       Trust reimbursed Ranger for taxes paid in certain states.

       At September 30, 1997 and December 31, 1996,  it was  estimated  that the
       Company had  adjusted tax net  operating  loss  carryforwards  and future
       deductions of approximately  $184 million 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 June 30, 1997 and December
       31,   1996,   the  Company  had   Alternative   Minimum  Tax  (AMT)  loss
       carryforwards of approximately $160 million which will begin to expire in
       the year 2002.  The Company also had  approximately  $13.1 million in tax
       credit  carryforwards  which began  expiring in 1993.  At the current tax
       rates,  the taxable  income  equivalent  of the credit  carryforwards  is
       approximately $38.5 million.

       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 September 30, 1997 and December 31, 1996,  the only remaining book and
       tax base differentials  related to the claim settlement activities of the
       Product Liability Trust. Additionally, any deferred tax asset recorded to
       recognize the tax net operating loss



                                                                          Page 9

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued






       carryforwards  would be subject to a full valuation  allowance  under the
       provisions of SFAS 109, due to  uncertainty  of the Company's  ability to
       generate taxable income to utilize the  carryforwards.  The Company's tax
       liabilities   are   attributable  to  state  minimum  taxes  and  federal
       alternative minimum tax.

                                                                         Page 10

<PAGE>


                            RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued







    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.

       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 $184 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



                                                                         Page 11

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued






       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 consolidated financial statements do not include
       any   adjustments   that  might  result  from  the  resolution  of  these
       uncertainties.

                                                                         Page 12

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued







    7.Related Party Transactions:

       The Company had an Agreement with M.D. Sass Associates,  Inc. ("SASS") of
       which  James B.  Rubin is Senior  Managing  Director,  under  which  SASS
       provided accounting,  administrative,  financial,  legal, secretarial and
       other support  services at the Company's  request.  The Company  incurred
       costs of $4,800 for these  services  for the each of the  quarters  ended
       June 30, and March 31,  1997.  In  connection  with the change in control
       described in Note 2, this agreement was terminated.  The Company incurred
       $4,800 for these  services for each of the quarters  ended  September 30,
       June 30, and March 31, 1996. All amounts owed to SASS in connection  with
       this agreement were paid during the quarter ended  September 30, 1997. At
       December  31,  1996,  $11,200  was owed to SASS in  connection  with this
       agreement.

       Effective  August 1, 1990, Mr. Rubin,  as Chief  Executive  Officer,  was
       entitled to an annual  salary of $50,000,  through the date of the change
       in  control  (see Note 2).  All fees for his  services  are  included  in
       administrative   expenses  in  the   condensed   consolidated   financial
       statements.  All  amounts  owed to Mr.  Rubin  in  connection  with  this
       agreement  were paid during the quarter  ended  September  30,  1997.  At
       December 31, 1996, $32,112, was owed to Mr. Rubin in connection with this
       agreement.

8.    Final Distribution from Ranger Industries, Inc. Reorganization Trust:

      As  described  in  Note  1,  the  Reorganization   Trust  made  its  final
distribution  to  creditors on May 29,  1996.  On October 31, 1996,  the Company
received a distribution of $75,000 from the  Reorganization  Trust  representing
substantially  all of the funds expected to be disbursed to the Company from the
Reorganization Trust. This amount has been reflected as an adjustment to the



                                                                         Page 13

<PAGE>


                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued






original  capitalization  of the Company and  accordingly,  is included in
capital in excess of par value at December 31, 1996.


    9.Recently Issued Accounting Pronouncements:

      In  February  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which
is effective for financial  statements  issued for periods ending after December
15, 1997,  including interim periods.  When adopted,  this  pronouncement is not
expected to have a material impact on the Company.

<PAGE>

Part I (cont'd)

Item 2.  Management's Discussion and Analysis or Plan of Operation.

      As  previously  reported on its Current  Report on Form 8-K dated July 29,
1997, the  Registrant  underwent a change of control on that date, as the result
of a hostile proxy contest. Current management took office on July 29, 1997, and
is still in the process of formulating a new plan of operation.

Business Plans, Liquidity and Financial Resources

      In the view of current management,  the business plan of former management
was not successful,  in that the Registrant now has no business, and no material
financial  resources other than an unexpected payment of approximately  $800,000
from  a 1983  bankruptcy  claim  (as  more  fully  described  in  the  following
paragraph). As of June 30, 1997 (i.e., shortly before former management resigned
from  the  Board  of  Directors),  the  Registrant  had a  retained  deficit  of
approximately $1,212,570, and a total stockholders' deficit of $187,570.

      As reported in the  Registrant's  Current Report on Form 8-K dated October
9, 1997, on that date, the Registrant  received a payment on a bankruptcy  claim
filed by the Registrant in 1983, in the amount of $802,160 (the "New Money"). As
a result  thereof,  the  Registrant  now has  sufficient  liquidity  to meet its
current operating expenses for the foreseeable future.

      The Registrant's  other possible  financial  resources at the present time
are (i) a remainder  interest in the Product  Liability Trust which would become
payable to the  Registrant,  if ever, in 2020, and (ii) the possible  utility of
tax net operating loss  carryforwards of approximately  $184,000,000.  Set forth
below  is a  discussion  of the  current  status  of  these  possible  financial
resources.

      Product  Liability  Trust.  The present  balance of the Product  Liability
Trust is approximately  $11.5 million,  and there is a claim outstanding against
the trust by a quadriplegic  child for $70 million.  Management will explore the
possibility of terminating  the Product  Liability  Trust,  or arranging for the
partial  distribution of its assets,  based upon a review by actuaries and other
experts of the amount of the  Product  Liability  Trust that can  reasonably  be
expected to be paid out to claimants  between now and February 28, 2020.  If the
Product Liability Trust were  substantially  diminished by the pending claim, or
by new claims asserted  hereafter,  that would  substantially  reduce the liquid
assets that could become available to the Registrant from the Product  Liability
Trust.  There can be no assurance that the Registrant can ever realize any value
from the Product Liability Trust.

      NOL's. Management is seeking advice with respect to the utility of the tax
net operating loss carryforwards (the "NOL's"). In the past, the NOL's sheltered
the Registrant's modest interest income, and the income of the Product Liability
Trust and the Reorganization Trust. The

648181.6

                                                                         Page 15

<PAGE>



income of these trusts is taxable to the Registrant. As more fully discussed in
the Notes to the Financial Statements, the continuing availability of the NOL's
is not a certainty.

Other Financial Considerations

      Termination of Stock  Ownership  Restrictions.  On September 17, 1997, the
Board  of  Directors   terminated   the   restrictions   (the   "Article   Fifth
Restrictions")  with  respect to  ownership  of the Common  Stock  contained  in
Article  Fifth  of  the  Registrant's   amended  and  restated   certificate  of
incorporation.  The Article Fifth Restrictions previously restricted the ability
of persons to acquire more than 5% of the outstanding Common Stock.

      Liabilities to Pure Group,  Inc. In connection  with the change of control
that  occurred  on  July  29,  1997,  Pure  Group,  Inc.  ("PGI"),   a  Delaware
corporation,  loaned  $196,477 to the Registrant  pursuant to a demand note (the
"Note")  which  bears  interest  at 2  percentage  points  above the prime rate,
compounded monthly, and is payable on demand. Subsequent thereto, PGI loaned the
Registrant  additional  sums (the  "Additional  PGI Loan") on the same terms and
conditions  as provided  in the Note,  so that as of  September  30,  1997,  the
Registrant's debt to PGI,  including  principal and accrued interest on the Note
and the Additional PGI Loan, was $210,000.  Additionally, in connection with the
Annual Meeting held in August 1997, PGI paid certain expenses of the Registrant,
as required under a  court-ordered  stipulation  with respect to the call of the
Annual Meeting.  PGI has indicated that it will request  reimbursement  therefor
from the Registrant,  in the amount of $249,815 (the "Annual Meeting Expenses").
The Registrant may consider paying the Note, Additional PGI Loan, and the Annual
Meeting  Expenses  in the form of  Common  Stock  instead  of cash.  This  would
conserve  the  Registrant's  cash for  payment  of  general  and  administrative
expenses  and for use in possible  business  acquisitions,  although no specific
acquisitions  have been identified at the present time. If payment is to be made
in the form of Common Stock,  the Board of Directors would have to determine the
fair market value of the Common Stock.  Because the Registrant's stock is thinly
traded and is not listed on any stock  exchange or quoted on NASDAQ,  the amount
so determined might be higher or lower than the reported bid and ask quotations.
The Board is subject to its fiduciary duty to the stockholders of the Registrant
in making any such  valuations.  Issuance  of any such shares  would  reduce the
percentage ownership interests of other stockholders of the Registrant.

Changes in Financial Condition

      Net income in the three months ended September 30, 1997, was approximately
$499,700,  compared to a loss of $(50,100)  in the three months ended  September
30, 1996,  principally  because of the receipt of approximately  $802,200 in bad
debt  recovery  income,  which is not  expected to recur.  In such  period,  the
Registrant  also had expenses in connection  with the proxy contest of $249,800,
and this  expense is not  expected to recur.  If both these  items (and  related
interest  expenses) were  eliminated,  losses in the 1997 period would have been
approximately  $(44,600).  Similarly,  income in the nine months ended September
30, 1997,  was  approximately  $333,500,  compared to a loss of $(95,900) in the
nine months ended September 30, 1996. If the

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non-recurring bad debt recovery income, proxy contest expenses and related
interest  expense were  eliminated,  results for the nine months ended September
30, 1997, would have been a loss of $(210,800). This higher loss was in part the
result of significantly  higher legal expenses  incurred by former management in
connection with the proxy contest.

      The Registrant is responsible for the income taxes, if any, on the Product
Liability Trust. The provisions  (benefits) for income taxes cover the income of
that trust,  but the income of that trust is not  included  in the  Registrant's
financial statements.

      The   Registrant's   retained  deficit  as  of  September  30,  1997,  was
$(712,800),  and total  stockholders'  equity  was  $312,200,  versus a retained
deficit as of December 31, 1996 of $(1,046,300) and total stockholders'  deficit
of  $(21,400).  The  improvement  was the result of the  non-recurring  bad debt
recovery income in the third quarter of 1997.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

      In April 1997,  PGI  commenced  an action in  Connecticut  Superior  Court
against the Registrant and its then-incumbent directors (the "Former Directors")
seeking,  among other things,  access to the Registrant's  list of stockholders,
and the call of an annual meeting of shareholders  (the "Annual  Meeting").  The
sole  shareholder of PGI, Mr. Isaac  Perlmutter,  is now one of the Registrant's
three directors. As a result of the change of control effected on July 29, 1997,
the action became moot.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibit:  11.  Computation of Earnings per Share (Unaudited) for the
                        nine- and three- month periods ended September 30, 1997
                        and 1996.

         Exhibit  27.   Financial Data Schedule for Third Quarter of 1997.

(b)      Reports on Form 8-K:

         Dated    10/9/97, Item 5 - Other Events, regarding receipt of a payment
                  on a 14-year old bankruptcy claim in the amount of $802,160.

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                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the Registrant
caused this report to signed on its behalf by the  undersigned,  thereunto  duly
authorized.

                                         Ranger Industries, Inc., the Registrant


Date:  November 13, 1997                 By: /s/ Morton E. Handel
                                             ---------------------
                                             Morton E. Handel, President, Chief
                                             Executive Officer and Chief
                                             Financial Officer

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