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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(Mark One)
    [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                       OR

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

For the year ended December 31, 1995                 Commission File No. 0-12361

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

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

    340 Main Street, Madison, New Jersey                 07940
  (Address of principal executive offices)             (Zip Code)

Issuer's telephone number ....................................   (201) 966-0104

    Securities registered under          Name of Exchange on which Registered:
Section 12(b) of the Exchange Act:                                            
                                                                              
   Common Stock, par value $.10                 American Stock Exchange       
                                             

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

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

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

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

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant.

        Aggregate market value at March 15, 1996 amounted to $5,600,000

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

        Common Stock, par value $.10, 2,949,447 shares at March 15, 1996

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual  shareholders report for the year ended December 31, 1995
are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual  shareholders  meeting to be held
April 30, 1995 are incorporated by reference into Part III.

<PAGE>

                                     PART I

Item 1.  Business

    Richton  International   Corporation  (the  "Company"  or  "Richton")  is  a
diversified  service  company with two operating  subsidiaries,  Century  Supply
Corp.  ("Century")  and CBE  Technologies,  Inc.  ("CBE").  Richton was formerly
engaged,  until 1992, in the  manufacture and marketing of fashion  jewelry.  In
November 1992  the Company sold its principal operating subsidiary,  Coro Canada
Inc. (see Discontinued  Operations  below).  Subsequently,  on October 27, 1993,
Richton  completed  the  acquisition  of Century by (1) issuing  $4.7 million in
notes,  including  $3.0 million in senior debt to Michigan  National  Bank;  (2)
issuing 150,000 shares of Richton common stock, and (3) entering an agreement to
pay $.2 million per year for eight years beginning in 1995, subject to reduction
based on collections of accounts receivable.

    CBE was  acquired  in March  1995 by the  issuing  of $5.0  million in notes
including $3.0 million in senior debt to Michigan National Bank.

    Century  is  a  leading  full-service  wholesale  distributor  of  sprinkler
irrigation systems and outdoor lighting and decorative fountain equipment,  with
branches  in   Michigan,    Florida,  Illinois,  Indiana,  Wisconsin,  Kentucky,
Missouri,  Georgia, Virginia,  Maryland, New Jersey, North Carolina and Ontario,
Canada.  Irrigation  products  have  historically  been  sold  by  manufacturers
primarily through wholesale distributors.  Century is a major distributor in the
United  States for three of the leading four  original  equipment  manufacturers
(OEM) in the irrigation  systems field.  The irrigation  distribution  industry,
like the wholesale  distribution business in general, is fragmented and consists
of firms both  larger  and  smaller  than  Century.  Growth in the  distribution
business  frequently  comes  through  acquisitions  and mergers as larger  firms
acquire smaller companies to expand market share and achieve economies of scale.

    Century's  primary  customers are irrigation and landscape  contractors  who
install irrigation systems for commercial,  residential and golf course watering
systems. Approximately 95% of its revenues are derived from irrigation products,
with the remaining 5% from lighting and fountains.  Century represents more than
60  suppliers  and  provides  a complete  product  line to  approximately  6,500
customers through 41 branches.

    Century is organized into three regions,  each with a management  team which
manages  branches which operate as  stand-alone  units.  Centralized  management
maintains  close  control  over  receivables,  inventory  and other key  factors
through a centralized order entry management  information  system.  All branches
are linked to the system,  and  substantially  all of  Century's  employees  are
trained in computer usage to enhance customer service.

     Century,  whose  assets  constitute a material  portion of Richton's  total
assets,  contributes a significant  portion of Richton's net sales and operating
profit.  Century's  business  is subject to possible  adverse  changes in master
distributorship   agreements  (see  "Competition")  and  climatic  and  economic
conditions  prevailing in market areas served by Century's branches.  Weather is
the most  significant  noncontrollable  element  affecting  Century's  business.
Business  is better  during  warm dry  periods,  especially  in  spring  months.
Climatic  factors  that will  adversely  affect  Century  principally  relate to
above-average  rainfall  during  the  primary  selling  season or other  unusual
weather-related   conditions.   Thus,  Century  strives  to  achieve  geographic
diversity when it can do so. The business of Century is also subject to seasonal
fluctuation  since a greater portion of total sales comes from branches that are
located in the northern half of the United States, where sales occur principally
in warm  weather  months.  The  seasonality  causes a  significant  disparity in
quarterly sales and results.

    CBE is a  value-added  reseller  of Novell  and Banyon  Computer  networking
systems as well as a provider of computer  and  business  equipment  maintenance
services  in the  Massachusetts,  Maine and Rhode  Island  markets.  CBE's major
customers are Fortune 1000 corporations and medium size companies who are either
converting operations to more sophisticated  communications  technology or which
are  already  using such  technology  but need  outside  expertise  to  maintain
equipment.  CBE plans to expand its business by acquiring  smaller companies and
providing more services to existing customers.

                                       1

<PAGE>

    CBE's contract  maintenance  business is  predominantly  hardware  oriented.
While it is subject to technological  changes, those changes are not expected to
be as  severe  as  software  changes  which  impact  network  installations.  In
addition,  as a regional  company,  CBE's  performance  is  subject to  economic
conditions within its New England market region.

Discontinued Operations

    In November 1992,  Richton sold its principal  operating  subsidiary  ("Coro
Canada") and certain trademarks  and licenses to Coro International  A.V.V. Coro
Canada was engaged in the manufacture and marketing of fashion jewelry.

Acquisitions

    On March 29, 1995 the Company, through its wholly owned subsidiary, Century,
acquired all the  operating  assets and business of CBE  Technologies,  Inc. for
$5.0  million,  consisting of bank  borrowings  of $3.0 million,  a $1.0 million
unsecured  promissory note to the former owners, and $1.0 million borrowed under
a subordinated promissory note issued by Richton to the Chairman of the Company.
The note to the  Chairman  was subject to a fairness  opinion of an  independent
advisor chosen by Richton's  Board of Directors.  The note, to the former owners
which is guaranteed by both Century and Richton, is to be paid over the next six
years.

Suppliers

    Century  maintains  a broad base of  suppliers  that  enables the Company to
offer a wide range of irrigation equipment. Products are obtained from more than
60 suppliers with no one supplier comprising more than 30% of the average annual
purchases.

    CBE  acquires  its  products  from  OEM  suppliers   and   wholesalers   and
distributors, such as Tech Data Corporation,  Merisel Inc., Globelle, and Ingram
Micro each of which accounts for approximately 10-12% of CBE's purchases.

Competition

    Century  faces  different  competitors  in almost  every  market it  serves.
Century  competes  with  other   distributors  by  providing  local  warehousing
electronic  linkage  to a  centralized  computer  system  that  enables  Century
customers to get rapid product delivery and by providing value-added services to
its contractors  including design  assistance,  training  seminars and incentive
programs and development of sales leads.

    Century has master distributor agreements in place with Rainbird, Hardie and
Hunter  as well  as  with  other  OEM  suppliers  that  authorize  Century  as a
distributor  of their  products  for a number  of  geographic  locations.  These
agreements  are  renewable  annually,  and  there  is no  assurance  that  these
agreements will be renewed.  Century also competes against large discount stores
and plumbing supply companies that on occasion sell irrigation products and from
time to time offer  special  purchase  arrangements  but who do not  provide the
range of services that Century offers.

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

Employee Relations

    At December 31,  1995,  the Company  employed  approximately  300  full-time
employees.  None of these  employees  are  covered  by a  collective  bargaining
agreement.

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

                                       2

<PAGE>

Working Capital

    Century's  business is seasonal due  principally to the fact that irrigation
systems are normally  installed  during warm weather and a majority of Century's
branches  are located in the  northern  half of the United  States.  As a result
Century's  monthly and quarterly  sales,  operating  results and working capital
requirements fluctuate significantly.  Century relies on short-term borrowing to
finance its working  capital  needs.  From  December  through  March,  Century's
working  capital  requirements  are at a minimum,  with  short-term  borrowings,
historically,  at approximately $5.0 million. Working capital requirements begin
to  expand  in  April,  and by July  short-term  borrowings  have  increased  to
approximately   $14  million.   From  July  through  December   receivables  are
liquidated,  releasing  substantial  amounts  of cash that may be used to reduce
short-term borrowing.  (See Note 6 of Notes to Consolidated Financial Statements
for a description of the Company's credit line.)

Liquidity

    Richton's  use of its tax loss carry  forward  provides a  significant  cash
benefit.  However,  to maximize  that  benefit,  the Company is not permitted to
raise any significant amounts of equity capital.  Thus, in order for the Company
to  meet  its  capital  needs  necessary  to  achieve  its  growth  due to  such
restrictions  the  Company  must rely  largely on debt  financing.  As a result,
Richton continues to have a high ratio of debt to equity.

    At December  31,  1995,  the  Company's  long-term  debt was $9.15  million,
including  $4.4 million of senior  secured debt owed to a Michigan  bank. Of the
balance of the  outstanding  debt, $2.2 million is owed to Mr.  Sullivan.  Notes
issued  to  Mr.  Sullivan  were  subject  to a  fairness  opinion  issued  by an
independent  advisor  chosen  by  Richton's  Board of  Directors.  The bank debt
carries with it a loan covenant that  restricts  upstreaming of funds to Richton
from Century and precludes distribution of funds to shareholders.

    Even  as  the  Company's  financial  position  improves,   in  part  through
utilization of the tax loss carry forward, high financial leverage will continue
to present a high degree of risk.

Item 2.  Properties

    Richton's  executive offices at 340 Main Street,  Madison,  New Jersey,  are
leased on a month-to-month  basis.  Century's  principal  offices are in Madison
Heights,  Michigan,  under a lease that expires in November 2000. Century leases
warehouse  and sales space in its other  branches.  The aggregate of such leased
space is approximately  190,000 square feet. Expiration dates extend to December
1999.  Eight of these facilities are leased from the former owner of Century for
a period of five years  commencing  October,  1995 under a lease agreement whose
terms approximate  current market value.  CBE's principal offices are located in
Boston, Massachusetts. This office is leased under an agreement which expires on
June 1998.  CBE leases  approximately 8,000 square feet of  additional  office
space in Warwick, Rhode Island and Portland, Maine.

    Richton believes that its properties are adequately equipped, maintained and
suited to the purpose for which they are used.

Item 3.  Legal Proceedings

    None

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

    None

                                       3

<PAGE>

                                    PART II

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

    (a) Market information:

    The Company's  Common Stock trades on the American  Stock Exchange under the
symbol "RHT".

    The following  table sets forth the high and low sales prices for the Common
Stock. The quotations shown are as reported by the American Stock Exchange.

                                      1995                         1994
                                ---------------              ---------------
    Calendar Quarter            High        Low              High        Low
    ----------------            ----        ---              ----        ---
First ..................      $3 3/4      $2 3/8           $2 9/16     $1 15/16
Second .................       3 3/8       2 5/8            2 1/4       1 7/8
Third ..................       4 1/8       3                2 9/16      2
Fourth .................       3 11/16     3 1/16           6 1/2       2 1/2
                                                     
    (b) Approximate Number of Equity Stockholders:

                                                        Approximate
                                                           Number
                                                     of Record Holders
                    Title of Class                  at February 28, 1996
                    --------------                  --------------------
               Common Stock, $.10 par value                  736

    (c) Dividends:

    No cash dividends were paid by the Company in fiscal 1995 and 1994.

Item 6.  Selected Financial Data

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

<TABLE>
<CAPTION>
                                                  December 31                          April 30
                                     -----------------------------------        ---------------------
                                     1995(A)        1994         1993(B)        1993(D)       1992(C)
                                     -------        ----         -------        -------       -------
<S>                                 <C>           <C>           <C>            <C>           <C>     
Net Sales .....................     $ 66,659      $ 50,306      $ 11,080           --        $ 16,751
Gross Profit percentage .......         27.9%         28.0%         26.5%          --            31.5%
Operating Profit ..............        3,466         2,702          (847)          --          (2,902)
Interest expense, net .........        1,092           817            21       $     55           100
Income (loss) from operations .        1,365         1,004          (573)        (1,001)       (2,243)
Income (loss) from Discontinued
  Operation ...................         --            --            (426)           164        (5,283)
Net Income (loss) .............        1,365         1,004          (999)          (837)       (8,293)
Net Income (loss) per share ...     $   0.43      $   0.34      $  (0.37)      $   (.32)     $  (3.15)
Income (loss) from operation
  per share equivalent
</TABLE>

                               FINANCIAL POSITION
                         (in thousands, except ratios)

                                   December 31                    April 30
                        -------------------------------      ------------------
                        1995(A)       1994      1993(B)      1993(D)    1992(C)
                        -------       ----      -------      -------    -------
Total Assets .......    $26,114     $15,801     $15,849      $3,096     $12,355
Long-term Debt .....      7,150       3,834       6,621        --           188
Working Capital ....      3,029       2,341       2,537       2,682       2,298
Current Ratio ......  1.22 to 1   1.28 to 1   1.32 to 1   6.66 to 1   1.27 to 1
--------------
Notes to Selected Financial Data:
Note A -- The Registrant acquired CBE effective March 29, 1995.
Note B -- The  Registrant  acquired  Century Supply Corp.  effective  August 31,
          1993.

Note C -- The  Registrant  sold  Coro  (Canada)  Inc.  for  $4.0  million,  plus
          assumption of $.9 million debt.  This  transaction  resulted in a $5.3
          million loss being  reflected in the results for April 30, 1992.  

Note D -- The Registrant was a shell  company with no operating  units from May,
          1992 until August, 1993.

                                       4

<PAGE>

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

    The  following  information  should  be read  along  with  the  Consolidated
Financial Statements and Notes to Consolidated Financial Statements on pages F-1
through F-12.

RESULTS OF OPERATIONS

  1995 Compared with 1994

    Sales for the year ended December 31, 1995 were $66.7  million,  an increase
of $16.4 million over the 1994 amount of $50.3 million.  The  acquisition of CBE
in March 1995 contributed $7.7 million of the increase (see  Acquisitions).  The
balance  of the  increase  was  principally  due to  acquisition  by  Century of
additional  branches in Georgia and  Virginia and to  increased  penetration  of
existing markets.  The markets served by Century had generally favorable weather
conditions  throughout the selling season. The CBE results reflect approximately
10% improvement  over that  experienced by its predecessor  company in 1994. The
increase  was  driven by higher  sales of  computer  maintenance  contracts  and
network  installations,  offset  by a  decline  in  the  typewriter  maintenance
contract revenues.

    Gross profit for the year ended  December 31, 1995 increased $4.5 million to
$18.6 million,  31.6% over the 1994 amount of $14.1 million.  The sales increase
noted above contributed to all of the gross profit increase.  CBE's gross profit
percentage  was  below  prior  year  results  of  the  predecessor  company  due
principally to decline in typewriter maintenance contracts, which carry a higher
gross profit  percentage.  Thus,  while sales and gross profit for CBE increased
year to year, gross profit percentages declined.  The Company expects this trend
of declining typewriter based revenues to continue.

    Selling, general and administrative expenses for the year ended December 31,
1995  increased  $3.7 million to $15.1  million from $11.4  million for the year
ended  December 31, 1994.  The addition of CBE accounted for $2.6 million of the
increase.  Included in the administrative  expenses for CBE for the period ended
December 31, 1995 was a $1.0 million  charge  attributable  to the impairment of
goodwill. This charge relates to the typewriter portion of CBE's business which,
as noted above,  experienced  a decline in sales below that  reported last year.
The  balance  of  the  increase  in  selling  and  administrative   expenses  is
principally due to the increase in the number of Century branches.

    Interest expense, net for the year ended December 31, 1995 increased to $1.1
million from $.8 million in the year ended  December  31, 1994.  The increase is
principally  due to the additional $5.0 million term debt for the acquisition of
CBE, partially offset by lower borrowing for working capital.

    Federal and state income tax provision for the year ended  December 31, 1995
was  approximately  $1.0 million,  an increase of approximately $.1 million over
the year ended  December 31,  1994.  The  effective  higher tax rate for 1994 is
principally  due to a $.15  million  nonrecurring  charge  included  in the 1994
amount relating to a federal tax audit of Century's prior year tax returns.

    Net income for the year ended  December 31, 1995 was $1.365  million or $.43
per share.  This compares  with $1.0 million or $.34 per share  reported for the
year ended December 31, 1994. The higher net income is due to higher sales.

  1994 Compared with 1993

    Effective  August 31, 1993,  Richton  acquired  Century  Supply  Corp.  This
acquisition was accounted for as a purchase.  Thus, the Consolidated  Statements
of  Operations  for the  year  1994  are not  comparable  to the  prior  year as
Century's operations are included from September 1, 1993.

    Sales for the 1994  calendar year were $50.3 million and net income was $1.0
million or $.34 per share.  For the 1993  calendar year sales were $11.0 million
and the net  loss was  $1.0  million  or  ($.37  per  share).  The 1993 net loss
includes a loss on disposal of  discontinued  business of $.43  million or ($.16
per share).

    During 1994 Century added branches in Virginia, Illinois and the Province of
Ontario,  Canada.  At the end of 1995  Century has added,  through  acquisition,
branches  in Georgia and  Virginia.  Currently,  Century  has 38 branches  which
represents a net increase of thirteen (13) since Richton acquired Century.

                                       5

<PAGE>

Financial Condition

    As noted in Part I, Century  relies on  short-term  borrowing to finance its
working capital needs.  During December through March Century's  working capital
requirements  are at minimum,  with  short-term  borrowings,  historically,  of
approximately  $5.0 million.  Working  capital  requirements  begin to expand in
April,  and by July short-term  borrowings have increased to  approximately  $14
million.  From July  through  December  receivables  are  liquidated,  releasing
substantial  amounts  of cash that may be used to reduce  short-term  borrowing.
(See Note 6 of Notes to Consolidated  Financial  Statements for a description of
the  Company's  credit line.) In February  1995,  the Company  renegotiated  its
revolving  credit  facility and long-term debt agreement with Michigan  National
Bank.  This revised  agreement  (a) lowered the rate of interest  charged on the
term debt by a point,  (b)  increased the term debt by $3.0 million to allow the
Company  to  purchase  CBE,  and  (c)  reduced  or  eliminated  several  of  the
restrictive covenants contained in the initial agreement.  The Company continues
to be  restricted  in  upstreaming  funds from  Century and is  prohibited  from
distributing funds to its shareholders.

    The Company's  working  capital  improved to  approximately  $3.0 million at
December 31,  1995,  an increase of nearly $.7 million over that at December 31,
1994. The  improvement in the working  capital is due  principally to the higher
operating profits  generated,  the acquisition of CBE, and to the use of the net
tax loss carry forward.

    Through  Richton has continued to generate  sufficient cash to liquidate its
term debt as it becomes  due,  there is no  assurance,  given the high degree of
leverage and the seasonality of its principal business,  that it can continue to
do so in the future.

Item 8.  Financial Statements and Supplemental Data

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

                                                                          Page
                    Description                                          Number
                    -----------                                          ------
Report of Independent Public Accountant ...............................   F-1
Consolidated Balance Sheets at December 31, 1995 and
  December 31, 1994 ...................................................   F-2
Consolidated Statements of Operations for the three years ended
  December 31, 1995 ...................................................   F-3
Consolidated Statements of Shareholders' Equity for the three years
  ended December 31, 1995 .............................................   F-4
Consolidated Statements of Cash Flows for the three years ended
  December 31, 1995 ...................................................   F-5
Notes to Consolidated Financial Statements ............................   F-6

Richton International Corporation

     Quarterly analysis of sales,  operating margin, net income and earnings per
share
<TABLE>
<CAPTION>
                                                                                                               Equivalent
                                                                 Pre-Tax           Net Income Earnings           Shares
                       Sales         Gross $        Profit%       Profit                Per Share              Outstanding
                       -----         -------        -------       ------         ------------------------      -----------
<S>        <C>      <C>            <C>               <C>         <C>             <C>                <C>         <C>      
1st Qtr.   1995      5,165,000      1,237,000        23.95      (1,256,000)       (794,000)        (0.277)      2,866,000
           1994      4,656,000      1,055,000        22.66      (1,076,000)       (717,000)        (0.266)      2,694,000

2nd Qtr.   1995     24,840,000      7,124,000        28.68       2,593,000       1,634,000          0.516       3,166,000
           1994     20,343,000      5,774,000        28.38       2,252,000       1,423,000          0.495       2,874,000

3rd Qtr.   1995     23,089,000      6,407,000        27.75       1,561,000         872,000          0.277       3,152,000
           1994     16,053,000      4,475,000        29.56         942,000         579,000          0.195       2,963,000

4th Qtr.   1995     13,565,000      3,790,000        27.94        (524,000)       (347,000)        (0.109)      3,179,000
           1994      9,254,000      2,530,000        27.34        (233,000)       (281,000)        (0.095)      2,963,000
           ----     ----------     ----------        -----       ---------       ---------          -----  
Year       1995     66,659,000     18,558,000        27.84       2,374,000       1,365,000          0.433       3,161,000
           1994     50,306,000     14,104,000        28.04       1,885,000       1,004,000          0.337       2,975,000
</TABLE>

                                       6

<PAGE>

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

    None

                                    PART III

Item 10.  Executive Officers of Registrant

    Identification of the executive officers:
                                                                       Officer
        Name               Age        Positions and Offices             Since
        ----               ---        ---------------------             -----
Fred R. Sullivan           81      Director, Chairman of the Board &    1989
                                     Chief Executive Officer

Cornelius F. Griffin       56      Vice President & Chief 
                                     Financial Officer                  1985

Marshall E. Bernstein      57      Secretary                            1985

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

    The business experience of the executive officers is:

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

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

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

Item 11.  Executive Compensation

    The  information  required by Item 11 is  incorporated  by  reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 1995.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

    The  information  required by Item 12 is  incorporated  by  reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 1995.

Item 13.  Certain Relationships and Related Transaction

    The  information  required by Item 13 is  incorporated  by  reference to the
Company's  definitive  proxy  statement  to be  filed  with the  Securities  and
Exchange Commission not later than April 30, 1995.

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)(2) The list of financial  statements  and financial  statement  schedules
          required by this item are included in Item 8 on page 6.

                                       7

<PAGE>

    (a) Exhibits:

       (2) Exhibits

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

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

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

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


       (3) Exhibits

         3.1 --Certificate of Incorporation of Richton International Corporation

         3.2 --By laws of Richton International Corporation


       (4) Exhibit

         4.1 --Stock Certificate (Specimen)


      (10) Exhibits--Material contracts

        10.1 --1990 Long-Term Incentive Plan

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

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

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

        10.3 --Retirement   Plan  for   Employees   of   Richton   International
               Corporation dated February 1986

             --Incorporated by reference to Exhibit 10(k) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended April 30, 1986

        10.4 --Amendment  dated April 10, 1987 to Retirement  Plan for Employees
               of Richton International Corporation

             --Incorporated by reference to Exhibit 10(k) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended April 30, 1987

        10.5 --Amendment  dated August 1, 1989 to Retirement  Plan for Employees
               of Richton International Corporation

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

        10.6 --Amendment dated December 31, 1994 to Retirement Plan for Employee
               of Richton International Corporation

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

                                       8

<PAGE>

        10.7 --Restated  Excess  Benefit Plan for Salaried  Employees of Richton
               International Corporation dated July 15, 1986

             --Incorporated by reference to Exhibit 10(l) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended April 30, 1987

        10.8 --Amendment  dated June 4, 1987 to Restated Excess Benefit Plan for
               Salaried Employees of Richton International Corporation

             --Incorporated by reference to Exhibit 10(m) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended April 30, 1987

        10.9 --Rights Agreement dated January 26, 1987

             --Incorporated by reference to Exhibit 10(m) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended April 30, 1987

        10.11--Amendment dated November 1, 1994 to Rights Agreement

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

        10.12--Loan and  Financing  Agreement  dated  October 27,  1993  between
               Michigan National Bank and Century Supply Corp.

             --Incorporated by reference to Exhibit 28.1 to Registrant's Current
               report on Form 8-- for January 5, 1994

        10.13--Letter  Agreement  dated March 21, 1994  amending the Credit Note
               with Michigan National Bank

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

        10.14--Letter  Agreement  dated June 23, 1994  amending  the Credit Note
               with Michigan National Bank

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

        10.15--A Term note for $3 million dated October 27, 1993 made by Century
               Supply Corp. (the "borrower") in favor of Michigan  National Bank
               (the "payee")

             --Incorporated by reference to Exhibit 28.2 to Registrant's Current
               report on Form 8-- for January 5, 1994

        10.16--A Credit  note  for $8  million  dated  October  27,1993  made by
               Century  Supply  Corp.  (the  "borrower")  in favor  of  Michigan
               National Bank (the "payee")

             --Incorporated by reference to Exhibit 28.3 to Registrant's Current
               report on Form 8-- for January 5, 1994

        10.17--Subordination  Agreement  dated  October 27, 1993 among  Michigan
               National Bank (the "bank"), Century Supply Corp. (the "borrower")
               and  Richton   International   Corporation  (the   "Subordinating
               Creditor")

             --Incorporated by reference to Exhibit 28.4 to Registrant's Current
               report on Form 8-- for January 5, 1994

                                       9

<PAGE>

        10.18--Subordination  Agreement  dated  October 27, 1993 among  Michigan
               National Bank (the "bank"), Richton International Corporation and
               Ernest Hodas, as Trustee of the Ernest Hodas Revocable Trust (the
               "Trustee")  and  the  Hodas  Family  Limited   Partnership   (the
               "Partnership")  and  Ernest  Hodas  (collectively  referred  to a
               "Subordinating Creditor")

             --Incorporated by reference to Exhibit 28.5 to Registrant's Current
               report on Form 8-- for January 5, 1994

        10.19--The Purchase Price Promissory Note for $500,000 dated October 27,
               1993 between Century Acquisition  Corporation and Ernest Hodas as
               agent for the Hodas Family Limited  Partnership  and Ernest Hodas
               as Trustee of the Ernest Hodas Revocable Trust

             --Incorporated by reference to Exhibit 2.2 to Registrant's  Current
               report on Form 8--for January 5, 1994

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

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

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

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

        10.22--Promissory  Note for  $510,691  dated  October 27,  1993  between
               Century Supply Corp. and Ernest Hodas

             --Incorporated by reference to Exhibit 2.5 to Registrant's  Current
               report on Form 8--for January 5, 1994

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

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

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

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

        10.25--Stock  Pledge  Agreement  dated  October  27, 1993 by and between
               Richton International Corporation and Michigan National Bank

             --Incorporated by reference to Exhibit 28.7 to Registrant's Current
               report on Form 8-- for January 5, 1994

        10.26--Guarantee  dated  October  27,  1993  by  Richton   International
               Corporation  and issued to  Michigan  National  Bank on behalf of
               Century Supply Corp.

             --Incorporated by reference to Exhibit 28.8 to Registrant's Current
               report on Form 8-- for January 5, 1994

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

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

                                       10

<PAGE>

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

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

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

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

        10.30--Subordinated  Promissory  Note for $1.0  million  dated March 29,
               1995  between  Richton  International  Corporation  and  Fred  R.
               Sullivan
             --Incorporated by reference to Exhibit 2.3 to Registrant's  Current
               report on Form 8-K-- for April 5, 1995

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

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

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

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


      (11) Exhibit

        11.1 --Calculation of earnings per share

      (21) Exhibits--Subsidiaries of the Registrant

      (99) Exhibits--Other

        99.1 --Fairness Opinion received from Quirk, Carson & Pettit relating to
               the $1,181,250  promissory note agreement  between F.R.  Sullivan
               and the Registrant

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

    (b) Reports on Form 8-K:

        None.

                                       11

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Richton International Corporation:

    We have  audited the  accompanying  consolidated  balance  sheets of Richton
International  Corporation  (a  Delaware  corporation)  and  subsidiaries  as of
December  31,  1995  and  1994  and  the  related  consolidated   statements  of
operations,  shareholders' equity, and cash flows for each of the three years in
the  period  ended  December  31,  1995.  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 in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  the  financial  position  of Richton  International
Corporation and  subsidiaries,  as of December 31, 1995 and 1994 and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1995 in conformity with generally accepted  accounting
principles.



Roseland, New Jersey
March 6, 1996

                                      F-1

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                December 31
                                                      ------------------------------
                                                          1995              1994
                                                      ------------      ------------
<S>                                                   <C>               <C>         
Current Assets:
  Cash and Cash Equivalents .....................     $    467,000      $     31,000
  Notes and Accounts Receivable, net of allowance
    for doubtful accounts of $590,000 and
    $550,000, respectively ......................        8,882,000         5,227,000
  Inventories ...................................        6,511,000         4,794,000
  Prepaid Expenses and other current assets .....          442,000           160,000
  Deferred Taxes ................................          420,000           364,000
                                                      ------------      ------------
      Total Current Assets ......................       16,722,000        10,576,000

Property, Plant and Equipment, net ..............          974,000           705,000

Other Assets:
  Deferred taxes ................................        3,044,000         4,375,000
  Goodwill ......................................        5,201,000              --
  Other .........................................          173,000           145,000
                                                      ------------      ------------
TOTAL ASSETS ....................................     $ 26,114,000      $ 15,801,000
                                                      ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current Portion of Long Term Debt .............     $  2,004,000      $  1,128,000
  Notes Payable .................................        5,275,000         3,475,000
  Accounts Payable, Trade .......................        2,015,000         1,655,000
  Accrued Liabilities ...........................        2,495,000         1,977,000
  Deferred Income ...............................        1,904,000              --
                                                      ------------      ------------
      Total Current Liabilities .................       13,693,000         8,235,000

Noncurrent Liabilities
  Long Term Senior Debt .........................        4,400,000         2,060,000
  Subordinated Debt .............................        4,754,000         2,902,000
  Less: Current Portion of Long-term Debt .......       (2,004,000)       (1,128,000)
                                                      ------------      ------------
                                                         7,150,000         3,834,000
Stockholders' Equity
  Preferred Shares, $1.00 par value; authorized
    500,000 shares; none issued .................             --                --
  Common Shares, $.10 par value; authorized
    4,000,000 shares; issued 3,088,347
    shares at December 31, 1995 and
    3,029,470 shares issued at December 31, 1994           309,000           303,000
  Additional Paid-in Capital ....................       17,661,000        17,490,000
  Retained Earnings .............................      (12,284,000)      (13,649,000)
  Treasury Stock ................................         (415,000)         (415,000)
  Cumulative Translation Adjustment .............                0             3,000
                                                      ------------      ------------
      Total Shareholders' Equity ................        5,271,000         3,732,000
                                                      ------------      ------------
  Total Liabilities and Shareholders' Equity ....     $ 26,114,000      $ 15,801,000
                                                      ============      ============
</TABLE>

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

                                      F-2

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                Twelve Months Ended December 31
                                                      ------------------------------------------------
                                                          1995               1994             1993
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>         
Net Sales .......................................     $ 66,659,000      $ 50,306,000      $ 11,080,000
Cost of Sales ...................................       48,101,000        36,202,000         8,146,000
                                                      ------------      ------------      ------------
Gross Profit ....................................       18,558,000        14,104,000         2,934,000
Selling, general and administrative expenses ....       15,092,000        11,402,000         3,781,000
Interest (income) ...............................         (349,000)         (339,000)         (175,000)
Interest expense ................................        1,441,000         1,156,000           196,000
                                                      ------------      ------------      ------------
Income (loss) before income taxes and disposal of
  business ......................................        2,374,000         1,885,000          (868,000)
Provision for income taxes ......................        1,009,000           881,000          (295,000)
                                                      ------------      ------------      ------------
Income (Loss) before disposal of Business .......        1,365,000         1,004,000          (573,000)
Loss on disposal of Business ....................             --                --            (426,000)
                                                      ------------      ------------      ------------
Net Income (Loss) ...............................     $  1,365,000      $  1,004,000      $   (999,000)
                                                      ============      ============      ============ 
Per share:
  Income (Loss) from continuing operations ......     $       0.43      $       0.34      $      (0.21)
  Loss on disposal of Business ..................             --                --               (0.16)
                                                      ------------      ------------      ------------
Net Income (Loss) ...............................     $       0.43      $       0.34      $      (0.37)
                                                      ============      ============      ============ 
Average Common and Common Equivalent Shares
  Outstanding ...................................        3,161,000         2,975,000         2,696,000
                                                      ============      ============      ============ 
</TABLE>

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

                                      F-3

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             For the Years Ended December 31, 1993, 1994, and 1995
<TABLE>
<CAPTION>

                                                                 Additional                                         Cumulative
                                               Common             Paid-in          Accumulated      Treasury       Translation
                                               Shares             Capital            Deficit          Stock         Adjustment
                                              --------          -----------       ------------      ---------       ----------
<S>                                           <C>               <C>               <C>               <C>               <C>
Balance at December 31, 1992 ............     $276,000          $16,850,000       $(13,654,000)     $(415,000)
Issuances of 150,000 common shares ......       16,000              284,000
Issuances of warrants to purchase
  236,250 common shares .................                           143,000
Net Loss ................................                                             (999,000)
                                              --------          -----------       ------------      ---------         ------
Balance at December 31, 1993 ............      292,000           17,277,000        (14,653,000)      (415,000)
Issuances of 109,097 common
  shares ................................       11,000              213,000
Cumulative Translation Adjustment .......                                                                              3,000
Net Income ..............................                                            1,004,000
                                              --------          -----------       ------------      ---------         ------
Balance at December 31, 1994 ............      303,000           17,490,000        (13,649,000)      (415,000)         3,000
Issuances of 58,877 common
  shares ................................        6,000              171,000
Cumulative Translation Adjustment .......                                                                             (3,000)
Net Income ..............................                                            1,365,000
                                              --------          -----------       ------------      ---------         ------
                                              $309,000          $17,661,000       $(12,284,000)     $(415,000)        $    0
                                              ========          ===========       ============      =========         ======
</TABLE>

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

                                      F-4

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  Twelve Months ended December 31
                                                          ---------------------------------------------
                                                              1995             1994             1993
                                                          -----------      -----------      -----------
<S>                                                       <C>              <C>              <C>         
OPERATING ACTIVITIES
Net Income (Loss) ...................................     $ 1,365,000      $ 1,004,000      $  (999,000)
  Reconciliation of net cash provided by (used by)
    operating activities:
      Depreciation and amortization of assets .......         424,000          207,000           69,000
      Write-off of Goodwill .........................       1,000,000             --               --
      Loss on sale of discontinued business .........                                           426,000
      Other working capital items, assets ...........      (3,658,000)         297,000        2,185,000
      Other working capital items, liabilities ......         131,000             --               --
      Decrease (increase) in deferred taxes .........       1,275,000          683,000         (527,000)
      Increase (decrease) in other assets ...........        (180,000)          41,000         (367,000)
      Deferred Income ...............................         (95,000)            --               --
                                                          -----------      -----------      -----------
  Net cash provided by operating activities .........         262,000        2,232,000          787,000

INVESTING ACTIVITIES
Capital expenditures ................................        (147,000)        (292,000)         (66,000)
Cash paid for business acquired .....................        (166,000)            --         (2,000,000)
                                                          -----------      -----------      -----------
  Net cash used by investing activities .............        (313,000)        (292,000)      (2,066,000)
FINANCING ACTIVITIES
(Repayment) of long-term debt .......................      (1,310,000)      (1,622,000)      (1,926,000)
Increase (decrease) in Line of Credit facility ......       1,800,000         (354,000)         354,000
                                                          -----------      -----------      -----------
  Net cash provided by (used by) financing activities         490,000       (1,976,000)      (1,572,000)
Effect of exchange rate on cash balances ............          (3,000)           3,000             --
                                                          -----------      -----------      -----------
Increase (decrease) in cash and cash equivalents ....         436,000          (33,000)      (2,851,000)
Cash and cash equivalents, beginning of period ......          31,000           64,000        2,915,000
                                                          -----------      -----------      -----------
Cash and cash equivalents, end of period ............     $   467,000      $    31,000      $    64,000
                                                          ===========      ===========      ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
    Cash payments during the period for interest ....     $ 1,408,000      $ 1,030,000      $   435,000
    Cash payments during the period for income taxes      $   366,000      $    61,000      $ 1,237,000
</TABLE>

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


Supplemental Disclosure of Non-Cash Activities:

    During the twelve months ended  December 31, 1995, the Company issued 58,877
shares of the Company's common stock to the Chairman in lieu of compensation and
interest  owed to him of $177,000.  During the same twelve month period in 1994,
the Company  issued  109,097  shares of common  stock to the Chairman in lieu of
compensation and interest owed to him of $224,000.

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

                                      F-5

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business:

    Richton International  Corporation ("Company") is a holding company with two
principal  subsidiaries,  Century Supply Corp.  ("Century") and CBE Technologies
Inc.  ("CBE").  Century  is a  leading  full-service  wholesale  distributor  of
sprinkler   irrigation   systems,   outdoor  lighting  and  decorative  fountain
equipment.  Branches are in Michigan,  Florida,  Illinois,  Indiana,  Wisconsin,
Kentucky,  Missouri, Georgia, Virginia, Maryland, New Jersey, North Carolina and
Ontario,   Canada.   Irrigation   products  have   historically   been  sold  by
manufacturers  primarily  through  wholesale  distributors.  Century  is a major
distributor  in the  United  States  for  three  of the  leading  four  original
equipment manufacturers (OEM) in the irrigation systems field.

    CBE  is a  full  service  computer  solutions  provider.  Based  in  Boston,
Massachusetts,  CBE is a  value-added  reseller of Novell and Banyon  networking
systems as well as a provider of computer  and  business  equipment  maintenance
services  in the New England  market.  CBE's major  customers  are Fortune  1000
corporations  and medium size  companies  either  converting  operations to more
sophisticated  communications  technology  or  requiring  outside  expertise  to
maintain sophisticated communication equipment.

2. Summary of Significant Accounting Policies:

    Principles  of  consolidation--The   accompanying   consolidated   financial
statements   include  the   accounts   of  the  Company  and  all   wholly-owned
subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation.

    As of  August  31,  1993  the  Company  acquired  100%  of  the  issued  and
outstanding  shares  of  Century  Supply  Corp.  On March 29,  1995 the  Company
acquired CBE (See Note 3).

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

    Cash and Cash  equivalents--Cash and Cash equivalents are defined as cash on
demand at a bank,  and  certificates  of deposit  and or  government  securities
purchased with maturities of less than three months.

    Allowance  For Doubtful  Accounts--The  Company  provides an  allowance  for
doubtful  accounts  arising from operations of the business,  which allowance is
based upon a specific review of certain  outstanding  and historical  collection
performance. In determining the amount of the allowance, the Company is required
to make certain  estimates and  assumptions  and actual  results may differ from
these estimates and assumptions.

    Inventories--The  Company uses the  first-in  first-out  ("FIFO")  method of
accounting for inventory.

    Property,  Plant &  Equipment--Property,  Plant and equipment is recorded at
cost and is depreciated over the estimated useful lives of the assets using both
the straight line and accelerated methods, or, for Leasehold  improvements,  the
period covered by the respective lease whichever is shorter.

    Goodwill--Goodwill  is  amortized on a  straight-line  basis over periods of
5-15 years.

    Long-Lived  Assets--During  1995,  the  Company  adopted the  provisions  of
Statement  of  Financial   Accounting  Standard  No.  121  "Accounting  for  the
Impairment of Long Lived Assets"  ("SFAS 121").  SFAS 121 required,  among other
things,  that an  entity  review  its  long-lived  assets  and  certain  related
intangibles for impairment  whenever changes in circumstances  indicate that the
carrying  amount of an asset  may not be fully  recoverable.  As a  result,  the
Company, using an estimate of the related business segment's undiscounted future
cash flows, continually evaluates whether events and circumstances have occurred
that indicate the remaining estimated useful life of long-lived asset may not be
recoverable.  The  acquisition  of CBE (See  Note 3)  resulted  in  goodwill  of
approximately  $6.0  million  which  was  based  on  CBE's  two  major  lines of
business--computer  maintenance and network  installation service and typewriter
maintenance  services.  Subsequent  to the  acquisition  of CBE, the  typewriter
contract maintenance business experienced a decline in revenues. A determination
was made that an impairment had occurred on the amount of goodwill  allocated to
this line of business and accordingly,  the Company has recorded a write-down of
Goodwill  in  the  amount  of  $1.0  million  in the  accompanying  consolidated
statement of operations.

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

                                      F-6

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

    Accounting for Stock-Based  Compensation--The Financial Accounting Standards
Board  has  issued  Statement  of  Financial   Accounting   Standards  No.  123,
"Accounting for Stock-Based Compensation." The Company is required to adopt this
standard for the year ending December 31, 1996. The Company has elected to adopt
the disclosure  requirement of this  pronouncement in 1996. The adoption of this
pronouncement will have no impact on the Company's statement of operations.

    Reclassifications--Certain  reclassifications  have  been  made to the prior
year financial statements to conform with the current year presentation.

3. Acquisition:

    In 1993 the Company  acquired all of the  outstanding  shares of Century for
$6.2 million in cash, 150,000 shares of common stock and $1.7 million payable to
the former owner over a period of six years, a portion of which was subject to a
right of off-set,  as defined.  The transaction has been accounted for using the
purchase  method  of  accounting.  Accordingly,  the  purchase  price  has  been
allocated  to the  assets  acquired  and the  liabilities  assumed  based on the
estimated fair value at date of  acquisition.  The excess of purchase price over
the  estimated  fair value of the net assets  acquired  has been  recorded  as a
Deferred Tax Benefit,  which will be  amortized as earnings are  realized.  (See
Note 5).  The  operating  results  of  Century  are  included  in the  Company's
consolidated results of operations from the effective date of acquisition.

    On March 29, 1995 the Company, through its wholly owned subsidiary, Century,
acquired all the  operating  assets and business of CBE  Technologies,  Inc. for
$5.0  million,  consisting of bank  borrowings  of $3.0 million,  a $1.0 million
unsecured  promissory note to the former owners, and $1.0 million borrowed under
a subordinated promissory note issued by Richton to the Chairman of the Company.
The note was subject to a fairness  opinion of an independent  advisor chosen by
Richton's  Board of Directors.  The transaction has been accounted for using the
purchase  method  of  accounting.  Accordingly,  the  purchase  price  has  been
allocated to the assets acquired and liabilities  assumed based on the estimated
fair value at the date of acquisition. The excess of the purchase price over the
estimated fair value of the net assets acquired has been recorded as goodwill.

    The following unaudited pro forma summary presents the consolidated  results
of operations as if the acquisition  had occurred on January 1, 1994.  These pro
forma  results  have been  prepared  for  comparative  purposes  only and do not
purport to be indicative of what would have  occurred had the  acquisition  been
made as of those dates or of the results which may occur in the future.

                                      Twelve Months Ended December 31
                                      -------------------------------
                                           1995              1994
                                       -----------       -----------
                                       (Unaudited)       (Unaudited)

            Net Sales ..........       $69,066,000       $59,340,000
                                       ===========       ===========
            Net Income .........       $ 1,365,000       $ 1,035,000
                                       ===========       ===========
            Net Income per Share       $       .43       $       .35
                                       ===========       ===========

4. Property and Equipment:
                                                      December 31
                                             ---------------------------
                                                1995             1994
                                             ----------       ----------
        Building & Improvements ......       $  474,000       $  328,000
        Autos & Trucks ...............          372,000          252,000
        Machinery & Equipment ........          242,000          164,000
        Furniture & Fixtures .........          331,000          230,000
                                             ----------       ----------
                                             $1,419,000       $  974,000
        Less: Accumulated Depreciation          445,000          269,000
                                             ----------       ----------
                                             $  974,000       $  705,000
                                             ==========       ==========

                                      F-7

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. Income Taxes:

    At December 31, 1995,  the Company has deferred tax assets of  approximately
$3.5 million.  Significant  components of the deferred tax assets as of December
31, are as follows:

                                                 1995             1994
                                              ----------       ----------
     Current:
       Allowance for bad debts ........       $  200,000       $  187,000
       Accrued Pension Cost ...........           97,000           97,000
       Other ..........................          123,000           80,000
                                              ----------       ----------
                                              $  420,000       $  364,000
                                              ==========       ==========

     Long Term:
       Net Operating Loss carry forward       $2,748,000       $3,821,000
       Goodwill .......................          261,000             --
       Depreciation ...................           40,000           43,000
       Other ..........................           (5,000)         511,000
                                              ----------       ----------
                                              $3,044,000       $4,375,000
                                              ==========       ==========

    At December 31, 1995, the Company has available approximately  $8,081,000 of
net operating loss carry forwards,  expiring in varying amounts between 1997 and
2007, which may be used to reduce future income tax payable.

    Under SFAS #109,  a valuation  reserve is not  required if it is  determined
that it is more likely than not that the related  benefit of deferred tax assets
will be realized. As a result, no valuation allowance has been provided. For the
year ended December 31, 1995 and 1994 $3,158,000 and $3,392,000 of Net Operating
loss carry forwards have been utilized to offset taxable income.

    The provision  for income taxes for the three years ended  December 31, 1995
consists of the following:

                             1995               1994               1993
                         -----------        -----------        ----------- 
     Federal
       Current ...       $  (436,000)              --                 --
       Deferred ..         1,275,000        $   791,000        $  (295,000)
     State & Local           151,000             90,000               --
     Foreign .....            19,000               --                 --
                         -----------        -----------        ----------- 
                         $ 1,009,000        $   881,000        $  (295,000)
                         ===========        ===========        =========== 

    A reconciliation  of the Federal provision for income taxes at the statutory
rate to the actual provision for income taxes for the three years ended December
31, 1995, is as follows:

                                     1995      1994      1993
                                     ----      ----      ----
           Federal ...............    35%       34%       34%
           State & Local .........     8         5
           Other .................               7
                                     ----      ----      ----
                                      43%       46%       34%
                                     ====      ====      ====

6. Short-Term Borrowing:

    In connection with the  acquisition of CBE,  Century and the Company entered
into  a  modification  of  the  existing  Loan  and  Financing   Agreement  (the
"Agreement")  with a Bank  consisting  of a Senior  term note (See Note 7) and a
Line of credit  facility.  Principal  provisions of this  modification  were the
increase in the credit  facility to $15  million  from the $12 million  facility
initially  granted,  reduction of one percent in the interest rate to the bank's
prime rate (8.5% as of December 31, 1995) on the outstanding balance,  extension
of the facility to March 1998, and an increase in the maximum  amounts which may
be  advanced,  as defined.  The  Agreement is secured by a lien on all assets of
Century in addition to the Company's  guarantee.  All obligations due the seller
or  related  parties  and  amounts  advanced  by  the  Company  to  Century  are
subordinated to the Agreement. Certain covenants, some of which are financial in
nature,  must  be  maintained.   In  addition,  the  Agreement  imposes  certain
restrictions on the distributions of funds from Century to the Company.

                                      F-8

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Long-Term Debt:

    The Company has the following long-term debt as of December 31:

<TABLE>
<CAPTION>
                                                                                                      1995                1994
                                                                                                   ----------          ----------
<S>                                                                                                <C>                 <C>       
     Senior term note payable to a bank, secured by accounts receivable,  inventory,
       fixtures  and  equipment,  interest  at prime (8.5% as of  December 31, 1995),
       payable in quarterly installments of $200,000, final payment due April 27, 1998             $4,400,000          $2,060,000

     Installments payable to former owner of Century, unsecured and
       subordinated to the bank debt, payable in quarterly installments
       of $50,000 commencing January 1995, final payment due
       September 30, 2001 .............................................................               868,000           1,173,000

     Note payable to related party, unsecured and subordinated to bank debt, interest
       at 9%, payable in semi-annual  installments of $118,125  commencing  April 1996,
       final payment due October 31, 2000--Net of Discount (A) ........................             1,095,000           1,067,000

     Note payable to former owner of Century, unsecured and subordinated to
       the bank debt, interest at 8% due June 30, 1996 ................................               100,000             300,000

     Notes payable to former owner of Century and unrelated third-
       party, unsecured and subordinated to the bank debt, interest at
       9%, payable in monthly installments of approximately $10,800,
       due October 1997 ...............................................................               234,000             362,000

     Note  payable to related  party,  unsecured  and  subordinated  to the term note
       payable to bank,  interest  at 10%,  payable in 10 installments of $100,000 on
       October 15th and May 15th with final payment due April 2000 (B) ................             1,000,000                --

     Note payable to seller's of CBE Technologies, Inc. unsecured and
       subordinated to the all bank debt, interest at 9% payable in 10
       installments of $100,000 on October 15th and May 15th, final
       payment due May 2000 ...........................................................             1,000,000                --

     Other ............................................................................               457,000                --
                                                                                                   ----------          ----------
                                                                                                    9,154,000           4,962,000
     Less--Current Portion ............................................................             2,004,000           1,128,000
                                                                                                   ----------          ----------
                                                                                                   $7,150,000          $3,834,000
                                                                                                   ==========          ==========
</TABLE>

    (A): The Company  issued 236,250  warrants to acquire  236,250 shares of the
common stock of Richton at $1 3/8 per share in  connection  with this loan.  The
warrants were valued at $143,000.

    (B):  The  Company  issued  100,000  warrants to acquire  100,000  shares of
Richton's  common stock at $3.00 per share--the fair market value at the time of
issuance.

    The scheduled future  maturities of long-term debt at December 31, 1995, are
as follows:

                1996 .............................   $2,004,000
                1997 .............................    1,841,000
                1998 .............................    3,736,000
                1999 .............................      942,000
                2000 .............................      631,000
                                                     ----------
                                                     $9,154,000
                                                     ==========

                                      F-9

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. Retirement Plans:

    The Company's  Richton employees are covered by a  noncontributory,  defined
benefit  plan (the  "Retirement  Plan")  sponsored  by the  Company.  Effective,
January 1, 1995 the Plan has been frozen and the accrual of benefits  thereunder
has ceased.  The Company  subsequently  decided,  effective December 31, 1995 to
terminate  the Plan.  In  respect of this event the  Company's  obligations  was
determined based upon the interest rates and mortality assumptions applicable in
calculating benefit liabilities on a termination basis.

    The  Benefits  are  payable  under  the  Retirement   Plan  based  on  total
compensation  paid.  Eligibility occurs after one-year of service and attainment
of age 21, and 100% vesting  occurs after 5 years of service.  The amount of the
annual  retirement  benefit is 65% of the final five-year average salary reduced
by 2% of the maximum offset base as established by the Internal Revenue Service.
The  Retirement  Plan  provides  that  in  order  to  receive  full  benefits  a
participant  must complete 15 years of service and attain the age of 62 ("normal
retirement  age"),  the age from which the required fifteen years for receipt of
full benefits is measured. In addition, the Retirement Plan allows plan benefits
to be paid as a lump sum to  retirement  participants,  or as a death benefit to
the spouses or other  beneficiaries of participants who are employed on or after
age 50.  Contributions to the Retirement Plan are made  periodically as required
by the actuary.  The funds assets are held by  fiduciaries  and invested in both
Guaranteed Investment Contracts and government bonds.

    The  following  tables  set  forth  the  plans  funded  status  and  amounts
recognized in the  Company's  balance sheet at December 31, 1995 and 1994 are as
follows:
                                                      End             Beginning
                                                    of Year            of Year
                                                   ---------          --------- 
  Qualified Plan:
      Projected Benefit Obligation .............   $(956,000)         $(910,000)
      Plan Assets ..............................     314,000            270,000
                                                   ---------          --------- 
      Unfunded Status ..........................    (642,000)          (640,000)
      Unrecognized prior service cost
      Unrecognized net obligation (net asset)
        from transition ........................      (6,000)            (7,000)
      Unrecognized net (gain) loss subsequent
        to transition ..........................     156,000            210,000
      Minimum Liability ........................    (150,000)          (203,000)
                                                   ---------          --------- 
      Accrued pension plan obligation ..........   $(642,000)         $(640,000)
                                                   =========          ========= 

    The above tables assume a settlement  rate of 6.25%,  an expected  long-term
investment yield of 7.75% and an average remaining service period of 10 years as
of  December  31,  1995.  Plan  assets  have been  valued at fair  value and the
unrecognized net asset or obligation  existing at transition to F.A.S. No. 87 is
being  amortized on a  straight-line  basis over the average  remaining  service
period. The accrued pension obligation is included in accrued liabilities.

    The net  pension  cost for the above plan for the years ended  December  31,
1995 and 1994 include the following components:

                                                      Year ended December 31
                                                   ----------------------------
                                                      1995              1994
                                                   ---------          ---------
  Qualified Plan:
      Service Cost .............................                      $  45,000
      Interest on projected benefit obligations       55,000             52,000
      Actual return on plan assets .............     (55,000)            (3,000)
      Amortization of plan changes .............      55,000             21,000
      Amortization of net asset at transition ..                         (1,000)
                                                   ---------          ---------
                                                   $  55,000          $ 114,000
                                                   =========          =========

    Century has a Tax Deferred  Savings Plan under Section  401(k) (the "Century
Plan") of the Internal  Revenue Code. The Century Plan allows employees to defer
up to 15% of eligible  compensation on a pre-tax basis through  contributions to
the Century Plan. In line with the  provisions of the Century Plan,  Century has
elected to  contribute,  for every dollar the employee  contributes,  50% of the
employee's  amount,  up to 4% of  eligible  compensation.  Century may also make
discretionary contributions.  The charge to income for employer contributions to
the Century Plan was approximately $182,000 for the year ended December 31, 1995
of which $100,000 represents Century's discretionary contribution.

                                      F-10

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. Stock Options:

    In July 1990,  the Company  adopted the 1990  Long-Term  Incentive Plan (the
"Plan") for use in connection with the issuance of  nonqualified  and incentive
stock options,  restricted stock grants and limited stock appreciation rights to
key  employees  (including  officers)  and  consultants  who render  significant
services  to the  Company  and its  subsidiaries.  A total of 275,000  shares of
Common Stock was reserved for issuance under the Plan.

    Outstanding  stock  options  are  exercisable  from six months to five years
after  the date of the grant and  expire  no later  than ten years  from date of
grant.  Options are granted at a price  determined by the Board of Directors but
in no case less than the  market  price at the date of grant and such  price may
not be  modified  subsequently.  No option may be granted  under the Option Plan
after June 11, 1998.

    All of the  outstanding  stock  options are  incentive  stock  options  with
expirations dates ranging from the year 1998 to 2003.

    Changes is stock options during 1995 and 1994 were as follows:

                                                 Number of          Price per
                                                  Options             Share
                                                  -------         --------------
Outstanding--April 30, 1993 .............         125,000         $1.44 to $2.13
    Issued ..............................            --                 --
    Cancelled ...........................            --                 --
    Exercised ...........................            --                 --
                                                  -------         --------------
Outstanding--December 31, 1993 ..........         125,000         $1.44 to $2.13
    Issued ..............................          85,000         $2.00 to $2.20
    Cancelled ...........................            --                 --
    Exercised ...........................            --                 --
                                                  -------         --------------
Outstanding--December 31, 1994 ..........         210,000         $1.44 to $2.20
    Issued ..............................          60,000         $3.00 to $3.30
    Cancelled ...........................            --                 --
    Exercised ...........................            --                 --
                                                  -------         --------------
Outstanding--December 31, 1995 ..........         270,000         $1.44 to $3.30
                                                  =======         ==============
Exercisable--December 31, 1995 ..........         210,000         $1.44 to $2.20
                                                  =======         ==============

    The Company has issued  warrants to purchase  336,250 shares of Common Stock
in connection with several debt agreements (see Note 7).

10. Earnings (Losses) per Common Share and Common Share Equivalent:

    Earnings  (losses) per common share  equivalent were calculated on the basis
of  3,161,000,  2,975,000  and  2,696,000  weighted  average  common  and common
equivalent  shares  outstanding in the years ending  December 31, 1995, 1994 and
1993, respectively.

11. Stockholders' Equity:

    During 1995 and 1994  respectively,  the Company  issued  58,877 and 109,097
shares of the Common Stock, to its Chairman in lieu of compensation and interest
owed to him of $177,000 and $224,000,  respectively. The number of shares issued
was  determined  based on the quoted  market  price of the shares at the time of
issuances.

                                      F-11

<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

12. Long-term Leases and other Commitments:

    The Company leases its corporate offices,  distribution  facilities and data
processing  equipment  under  agreements  which expire at varying  dates through
2000. Minimum annual rental commitments at December 31, 1995, are as follows:

               1996 ........................   $1,101,000
               1997 ........................      995,000
               1998 ........................      804,000
               1999 ........................      532,000
               2000 ........................      346,000
               Thereafter ..................       14,000
                                               ----------
                                               $3,792,000
                                               ==========

13. Shareholder Rights Plan:

    On January  26,  1988,  the Board of  Directors  of the  Company  declared a
dividend  distribution of one Right for each outstanding  share of Common Stock,
to stockholders  of record at the close of business on February 5, 1988.  Except
as set forth below,  each Right entitles the registered  holder to purchase from
the Company one  one-hundredth of a share of Series A Preferred Stock, par value
$1.00 per  share,  at a price of  $14.00  (the  "Purchase  Price"),  subject  to
adjustment. The Purchase Price shall be paid in cash. The Description and terms
of the Rights are set forth in the Rights  Agreement  (the  "Rights  Agreement")
between the Company and Midlantic National Bank as Rights Agent.

    Initially,  no separate Rights  Certificate  will be distributed.  Until the
earlier to occur of (i) 20 business days following a public  announcement that a
person or group of affiliated or associated persons (an "Acquiring  Person") has
acquired, or obtained the right to acquire,  beneficial ownership of 30% or more
of the  outstanding  Common  Stock  or  (ii)  20  business  days  following  the
commencement of a tender offer or exchange offer if, upon consummation  thereof,
such  person  or  group  would  be the  beneficial  owner of 30% or more of such
outstanding   Common   Stock  (the  earlier  of  such  dates  being  called  the
"Distribution  Date"), the Rights will be evidenced,  with respect to any Common
Stock  outstanding as of the Record Date, by the certificates  representing such
Common Stock. As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  will be mailed to holders of record of the
Common  Stock  as of the  close  of  business  on the  Distributions  Date  and,
thereafter, such separate Rights Certificates alone will evidence the Rights. As
of December 31, 1995 no Rights have been issued.

                                      F-12

<PAGE>

                                   SIGNATURES

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

                                             RICHTO INTERNATIONAL CORPORATION
                                                       (Registrant)

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

Date: March 18, 1996

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


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


    /s/ FRED R. SULLIVAN
 ................................      Director, Chairman of       March 18, 1996
        Fred R. Sullivan                the Board, Chief
                                        Executive Officer


  /s/ CORNELIUS F. GRIFFIN
 ................................      Vice President and Chief    March 18, 1996
      Cornelius F. Griffin              Financial Officer


   /s/ NORMAN E. ALEXANDER
 ................................      Director                    March 18, 1996
       Norman E. Alexander



 ................................      Director                    March   , 1996
       Philippe Gutzwiller


      /s/ THOMAS J. HILB
 ................................      Director                    March 18, 1996
          Thomas J. Hilb


     /s/ STANLEY J. LEIFER
 ................................      Director                    March 18, 1996
         Stanley J. Leifer

                                      F-13