<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB
                                       
          X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                       
               For the quarterly period ended September 30, 1996

                                      OR

         ________ 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 of          (I.R.S. Employer Identification No.)
incorporation or organization)

                             c/o Zeisler & Zeisler
                              558 Clinton Avenue
                         Bridgeport, Connecticut 06605
                   (Address of principal executive offices)

                                (212) 843-8975
               (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.

                       X
            Yes  _____________               No  _____________   
                                         
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.

                       X
            Yes   _____________              No  _____________   

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


               Class                         Outstanding at November 13, 1996
               -----                         --------------------------------
      Common Stock, $.01 par value                   4,000,000 shares

Transitional Small Business Disclosure Format (check one):

                       X
            Yes  _______________             No _____________


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


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

                          CONSOLIDATED BALANCE SHEETS

                   September 30, 1996 and December 31, 1995

                     (See Accountants' Compilation Report)
                                     
                                    -------


                                    ASSETS

                                            (Unaudited)
                                            September 30,          December 31,
                                                1996                   1995
                                            --------------         ------------

Current assets:
  Cash and equivalents                        $     9,065          $  67,280
  Receivable from the Reorganization Trust             --              1,939
  Prepaid insurance                                    --             17,500
  Income tax and interest receivable                   --                556
                                              -----------          ---------
     Total assets                             $     9,065          $  87,275
                                              ===========          =========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities    $    60,571         $   42,930
                                              -----------         ----------
     Total liabilities                             60,571             42,930
                                              -----------         ----------

Contingencies

Stockholders' equity:
  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            910,000
  Distribution receivable from 
  Reorganization Trust                            (75,000)                --
  Retained deficit                             (1,001,506)          (905,655)
                                              ------------          ---------

     Total stockholders' equity                   (51,506)            44,345
                                              ------------          ---------
     Total liabilities and stockholders' 
      equity                                  $     9,065         $   87,275
                                              ============        ===========


                  The accompanying notes are an integral part
                   of the consolidated financial statements.
                                       
                                       1


<PAGE>



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

          CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT

              for the quarters ended September 30, 1996 and 1995

               (Unaudited - See Accountants' Compilation Report)
                                    -------
                                       
                                                        1996       1995
                                                        ----       ----
                                                     
Net sales                                            $     --    $     --

Operating costs and expenses:
   Administrative expenses                             53,455      33,934

Other income                                            3,314          --

Interest income                                            14         736
                                                     ---------   ---------
      Loss before income taxes                        (50,127)    (33,198)

Provision (benefit) for income taxes                       --          --
                                                     ---------   ---------
      Net loss                                        (50,127)    (33,198)
                                                     =========   =========

Net loss per share                                   $   (.01)   $   (.01)
                                                     =========   ==========

                  The accompanying notes are an integral part
                   of the consolidated financial statements.
                                            
                                       2


<PAGE>



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

          CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT

             for the nine months ended September 30, 1996 and 1995

               (Unaudited - See Accountants' Compilation Report)
                                    -------


                                                       1996        1995
                                                       ----        ----
                                                    
Net sales                                           $      --    $      --

Operating costs and expenses:
    Administrative expenses                           129,650      105,172

Other income                                            3,314           --

Interest income                                           485        3,412
                                                    ----------   ----------
     Loss before income taxes                        (125,851)    (101,760)

Provision (benefit) for income taxes                  (30,000)       1,175
                                                    ----------   ----------
     Net loss                                       $ (95,851)   $(102,935)
                                                    ==========   ==========
Net loss per share                                  $    (.02)   $    (.03)
                                                    ==========   ===========

                  The accompanying notes are an integral part
                   of the consolidated financial statements.
                                            
                                       3


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             for the nine months ended September 30, 1996 and 1995

               (Unaudited - See Accountants' Compilation Report)
                                    -------



                                                         1996          1995
                                                         ----          ----

Cash flows from operating activities:
   Net loss                                           $ (95,851)    $(102,935)
                                                       ----------   ----------
   Adjustments to reconcile net loss to net cash 
    used in operating activities:
       Receivable from the Reorganization Trust           1,939         1,131
       Income tax receivable                                508          (353)
       Interest receivable                                   48           199
       Prepaid insurance                                 17,500        (9,138)
       Accounts payable and accrued liabilities          17,641       (38,296)
                                                      ----------    ----------
           Total adjustments                             37,636       (46,457)
                                                      ----------    ----------
           Net cash used in operating activities        (58,215)     (149,392)

Cash and cash equivalents at beginning of period         67,280       238,980
                                                      ----------    ----------

Cash and cash equivalents at end of period            $   9,065     $  89,588
                                                      =========     ==========

Supplemental disclosures of cash flow information: 
  Cash paid during the year for:
       Income taxes                                   $      --     $   1,939
                                                      ==========    ==========

                  The accompanying notes are an integral part
                   of the consolidated financial statements.
                                            
                                       4


<PAGE>



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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               (Unaudited - See Accountants' Compilation Report)
                                  -----------


1.    Organization:

      On July 11,  1988, Ranger Industries,  Inc. (formerly Coleco Industries, 
      Inc.) and its subsidiaries,  Ranger Industries  (Delaware),  Inc. 

      (formerly Lakeside  Industries,  Inc.), and Ranger Industries (New York),
      Inc. (formerly  Selchow & Righter Company),  (collectively the "Company")
      filed voluntary  petitions in the United States  Bankruptcy Court seeking 
      protection from creditors under  Chapter 11 of the Federal  Bankruptcy
      Code (the "Code").

      On October 31, 1989, the Company filed an Amended Plan of Reorganization
      with the Federal Bankruptcy Court. This Plan was revised and on November
      29, 1989, the Company filed its Second Amended and Restated Consolidated
      Plan of Reorganization (the "Plan") with the Federal Bankruptcy Court. On
      December 4, 1989, the Disclosure Statement corresponding to the Plan was
      approved by the Court for distribution to creditors and shareholders. The
      Plan was approved by vote of the creditors and shareholders of the
      Company, and by entry of an order dated February 1, 1990, the Plan was
      confirmed by the United States Bankruptcy Court for the Southern District
      of New York. The effective date of the Plan was February 28, 1990.

      The Plan provided for the creation of the Reorganization and Product
      Liability Trusts in order to liquidate the Company's remaining assets and
      effectuate distributions to the Company's creditors. The Plan also
      provided for the emergence of reorganized Ranger Industries, and further
      contemplates that Ranger will engage in the business of acquiring income
      producing properties or businesses. In this regard, all remaining assets
      and liabilities, except for $950,000 retained by the Company for working
      capital purposes, were transferred to the Reorganization and Product
      Liability Trusts, respectively, effective February 28, 1990.

      On May 29, 1996, the Reorganization Trust made its final cash
      distribution to creditors. Upon final order of the Bankruptcy Court,
      expected to be obtained later in 1996, this Trust will be closed.

      The Product Liability Trust continues to process and liquidate certain
      product liability related claims. Pursuant to the terms of the Product
      Liability Trust Agreement, upon the earlier of (a) February 28, 2020, or
      (b) 30 days after the Bankruptcy Court approves the termination of the
      Product Liability Trust, after distribution of all of its assets, any
      residual funds will revert to the Company, as Grantor of the Trust.

                                       5


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

               (Unaudited - See Accountants' Compilation Report)
                                  -----------


1.    Organization, Continued:


      Additionally, on February 28, 1990, all existing equity and debt
      securities previously issued by Ranger Industries, Inc. were canceled.
      The previously existing stock was replaced with 4,000,000 shares of new
      common stock in Ranger Industries, Inc. with a par value of $.01 per
      share. The new stock was initially held by the Reorganization Trust, but
      was subsequently distributed to the unsecured creditors in accordance
      with the Plan. In addition, 10,000,000 shares of no par value preferred
      stock have been authorized although none have yet been issued.


2.    Management's Representation:

      The accompanying 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 1995 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.


3.    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.

                                       6


<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

               (Unaudited - See Accountants' Compilation Report)
                                  -----------


3.    Income Taxes, 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 4).

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

      At September 30, 1996 and December 31, 1995, it was estimated that the
      Company had adjusted tax net operating loss carryforwards and future
      deductions of approximately $185 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 September 30, 1996 and
      December 31, 1995, the Company had Alternative Minimum Tax (AMT) loss
      carryforwards of approximately $161 million which will begin to expire in
      the year 2002. The Company also had approximately $13.6 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 4).

      At September 30, 1996 and December 31, 1995, the only remaining book and
      tax base differentials related to the claim settlement activities of the
      Reorganization and Product Liability Trusts. 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 uncertainty of the Company's ability to generate taxable
      income to utilize the carryforwards. The Company's tax liabilities at
      December 31, 1995 were attributable to federal alternative minimum tax
      and state minimum taxes.

                                       7



<PAGE>

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


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

               (Unaudited - See Accountants' Compilation Report)
                                  -----------


4.    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 $185 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 consolidated financial
      statements do not include any adjustments that might result from the
      resolution of these uncertainties.


                                       8


<PAGE>

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


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

               (Unaudited - See Accountants' Compilation Report)
                                  -----------


5.    Related Party Transactions:

      The Company has entered into an Agreement with Sass Lamle Rubin & Company
      ("SLR"), of which James B. Rubin is Senior Managing Director, under which
      SLR will provide 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 each of the
      quarters ended September 30, 1996 and 1995. For each of the nine-month
      periods ended September 30, 1996 and 1995, the Company incurred costs of
      $14,400 for these services.

      Effective August 1, 1990, Mr. Rubin, as Chief Executive Officer, is
      entitled to an annual salary of $50,000. All fees for his services
      during the year are included in administrative expenses in the
      consolidated financial statements.



6.    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 increase to capital in excess of par value and a
      deduction from stockholders' equity in the financial statements at
      September 30, 1996.

                                       9


<PAGE>

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

Overview

                  This discussion should be read in conjunction with the
Consolidated Financial Statements including the Notes thereto.

                  During the first quarter of 1990, Ranger Industries,
Inc. (the"Company" or "Ranger") emerged from bankruptcy on
February 28, 1990.  The Company filed a voluntary petition on
July 11, 1988 under Chapter 11 of Title 11 of the United States
Code seeking protection from creditors.  The Company and the
Company's Official Committee of Unsecured Creditors jointly
proposed and filed the Second Amended and Restated Consolidated
Plan of Reorganization dated November 29, 1989 (the "Plan") with
the Bankruptcy Court.  The effective date of the Plan was
February 28, 1990.

                  Management believes that the business potential of the
Company is contingent upon an acquisition strategy designed to
generate earnings and cash flow.  The utilization of the
Company's net operating and other tax loss carryforwards should
help it to achieve its long-term potential.  Accordingly, the
Company is seeking one or more individuals or entities
("Investors") willing to invest in the Company in consideration
for less than 50 percent of the common stock, par value $.01 per
share (the "Common Stock").  Although such a transaction would
result in the issuance of not more than four million additional
shares of the Common Stock and a substantial dilution of the
percentage equity interest of other holders of the Common Stock,
the Company believes that its ability to continue to exist in the
long term is dependent upon attracting one or more Investors.
There can be no assurance that the Company will attract Investors
or that it will be able to successfully acquire other businesses.
The Company did not issue any shares of the Common Stock to any
Investors in the first nine months of 1996.  Since rule making by
the Department of the Treasury, which rule making may make the
Company's tax loss carryforwards unavailable to the Company, the
Company's ability to attract investors on a reasonable investment
basis may be adversely affected.  See Part II, Item 5 "Other
Information."

Liquidity and Capital Resources

                  The Company's liquidity and capital resources have been
completely changed as a result of the effectiveness of the Plan.
In connection with the Plan, the Bankruptcy Court approved the
establishment of the Reorganization Trust and the Product
Liability Trust.  Concurrently with the creation of these two
trusts, the Company distributed all its cash (except for $950,000
retained as working capital) and other assets and liabilities to

creditors and the trusts, and the trusts assumed responsibility
for substantially all remaining cash distributions pursuant to
the Plan to be made to holders of claims and interests.


                                     -10-

<PAGE>

                  The Reorganization Trust is the primary vehicle for 
distributions under the Plan.  The Reorganization Trust has completed all of 
its distributions and is in the process of winding up.  Any monies remaining 
in the Reorganization Trust upon completion of this process will be disbursed 
to the Company.

                  The Product Liability Trust processes and liquidates
product liability claims arising out of events that have taken place, or will 
take place, on or after May 15, 1990 and makes distributions to holders of 
settled or adjudicated claims.  The trust contains assets of approximately 
$11 million as of September 30, 1996.  Pursuant to the terms of the Product
Liability Trust, upon the earlier of (a) February 28, 2020, or (b) 30 days 
after the Bankruptcy Court approves the termination of the Product Liability 
Trust after distribution of all its assets, any residual funds remaining in 
the Product Liability Trust will be distributed to Ranger.  Stewart J. Kahn is 
the current trustee of the Reorganization Trust and was appointed the
successor trustee of the Product Liability Trust on July 15, 1996, replacing 
Bruce W. Strausberg, the initial trustee.  At the Company's request, Mr. Kahn 
will undertake an evaluation of the claims history of the Product Liability 
Trust.  Based on that evaluation and other analyses to be conducted by the 
Company, the Company may take steps to terminate the Product Liability Trust
earlier than originally scheduled or seek a partial distribution of its assets; 
provided, however, there can be no assurance that the Company will take such 
steps or if the Company does, that it will be successful in doing so.

                  The Company's working capital immediately after consummation 
of the Plan was $950,000, representing the only monies the Company did not 
transfer to the Reorganization Trust.  The Company's working capital was 
approximately $9,049.41 as of September30, 1996.  On October 31, 1996, the 
Company received a distribution of $75,000 from the Reorganization Trust
representing substantially all of the money expected to be disbursed to the 
Company from the Reorganization Trust.  Such sum (and any earnings the Company 
receives upon the investment thereof) and the remainder interests, if any, in 
the Reorganization Trust and the Product Liability Trust, are the Company's 
only source of cash.

                  The Company is a net user of cash, and its projected
operating costs and expenses for remaining calendar 1996 are approximately 
$30,000.  In addition, the Company has no existing credit lines or commitments 
from any lenders and does not believe it will be able to obtain any substantial 
credit line or commitment under current circumstances.  Accordingly, unless it
develops additional sources of funds, the Company will deplete its cash 
reserves and will not have sufficient capital to operate beyond calendar year 
1997.


                  The Company's ability to continue beyond calendar year 1997
is dependent upon its ability to attract Investors.  There can be no assurance 
that the Company will attract Investors or acquire investments or that it will 
be able to continue operating beyond calendar year 1997.


                                     -11-

<PAGE>

Changes in Financial Condition

                  The Company's financial condition is set forth in the Balance 
Sheet as of September 30, 1996.  See "Overview" and the discussion of 
"Liquidity and Capital Resources" immediately above for an overview of the 
financial condition of Ranger at September 30, 1996.

Results of Operations

                  Results of operations for September 30, 1996 reflect the fact 
that the Company is dependent on its ability to attract Investors.

Three and Nine Months Ended September 30, 1996

                  During the three months ended September 30, 1996, the Company 
had no net sales as it continued to pursue Investors but had interest income 
of $14 compared to $736 for the three months ended September 30, 1995.  The 
Company also had income of $3,314 due to the recovery on a debt due the 
Company.  During this period, operating costs and expenses, principally 
administrative expenses and taxes, were $53,455 compared to $33,934 for the same
period ending September 30, 1995.  Operating costs exceeded income resulting 
in a net loss of $50,127 for the three months ended September 30, 1996.  The 
Company also experienced a net loss for the three months ended September 30, 
1995 in the amount of $33,198.

                  During the nine months ended September 30, 1996, the Company 
had no net sales, but had interest income of $485 compared to $3,412 for the 
nine months ended September 30, 1995.  The Company also had income of $3,314 
due to the recovery on a debt due the Company.  For the first nine months, 
operating costs and expenses, principally administrative expenses and taxes, 
were $99,650 compared to $106,347 for the same period ending September 30, 
1995.  The operating costs and expenses for the nine months ended September 30, 
1996 reflect a $30,000 benefit for income taxes.  Operating costs exceeded 
income resulting in a net loss of $95,851 for the nine months ended September 
30, 1996.  The Company also experienced a net loss for the nine months ended
September 30, 1995 in the amount of $102,935.

                                    PART II
                               OTHER INFORMATION

Item 5. Other Information

                  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, 
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 qualifies for an exemption from the general rule limiting the 
use of net operating loss carryforwards 


                                     -12-

<PAGE>


("NOLs") but 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; accordingly they do not apply to 
Ranger.

                  As a practical matter, the fact that the regulations will not
apply the presumption to Ranger may be only of limited benefit.  The issue of 
temporarily inactive reorganized companies with NOLs that survive bankruptcy 
intact has now been firmly raised in the eyes of the IRS field auditors.  
There is, therefore, a risk that they will be more likely to find and 
challenge the NOLs of such companies even without the ability to utilize the 
presumption contained in the new regulations.  Any such challenge, if 
successful, would have a material detrimental effect on Ranger.

Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits:

         The exhibits to this report are located on page E-1 hereto
         and are hereby incorporated by reference.

(b)      Reports on Form 8-K:

         None.


                                     -13-

<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.


November 13, 1996                           By:  /s/ James B. Rubin           
                                                -----------------------------
                                                James B. Rubin, President,
                                                Chief Executive Officer, and
                                                Acting Chief Financial Officer



                                     -14-

<PAGE>
                                 EXHIBIT INDEX

         Certain of the exhibits to this report, indicated by an asterisk, 
are hereby incorporated by reference to other documents on file with the 
Securities and Exchange Commission with which they are physically filed, to 
be a part hereof as of their respective dates.

Exhibit
  No.                                       Description
--------                                    -----------

2.*         Order of the United States Bankruptcy Court for the Southern 
            District of New York confirming the Second Amended and Restated 
            consolidated Plan of Reorganization.  (Ranger Industries, Inc. Form
            10-K for the year ended December31, 1989 (File No. 1-5673))

2.1*        Second Amended and Restated Plan of Reorganization.  (Ranger 
            Industries, Inc. Form 10-K for year ended December31, 1989 (File 
            No. 1-5673))

3.1*        Amended and Restated Certificate of Incorporation of the Company.
            (Ranger Industries, Inc. Form 10-K for year ended December 31, 1989
            (File No. 1-5673))

3.2*        Amended and Restated By Laws of the Company.  (Ranger Industries, 
            Inc. Form 10-KSB for the year ended December 31, 1994 (File 
            No. 1-5673))

11          Computation of earnings per share.

15          Letter regarding unaudited interim financial information.

27          Financial Data Schedule


                                      E-1