U.S. 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

For the fiscal year ended December 31, 2008
                                       or
|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from _________ to __________.

                           Commission File No. 1-1031

                               RONSON CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      NEW JERSEY                                            22-0743290
-----------------------                     ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J.                    08875
------------------------------------------                   ----------
(Address of principal executive office)                      (Zip Code)

Registrant's telephone number:                          (732) 469-8300
                                                        --------------

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

                                                   Name of each exchange
Title of each class                                on which registered
-------------------                                -------------------

Common Stock par value                             Over-the-Counter Pink Sheets
$1.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Act).
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|

Indicate by the check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

<PAGE>

         The aggregate market value of common equity held by non-affiliates of
the registrant was approximately $4,284,298 as of June 30, 2008; the last
business day of the registrant's most recently completed second fiscal quarter,
computed by reference to the average bid and asked price of such common equity.

         As of March 31, 2009, there were 5,083,539 shares of the registrant's
common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for the 2007 Annual
Meeting of Shareholders are incorporated by reference into Part I.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 7, contains
forward-looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause the
results of Ronson Corporation and its consolidated subsidiaries (the "Company")
to differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of earnings, revenue, margins, costs or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statement concerning new products, services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include the success
of new products; competition; prices of key materials, such as petroleum
products; the challenge of managing asset levels, including inventory; the
difficulty of aligning expense levels with revenue changes; assumptions relating
to pension costs; and other risks that are described herein and that are
otherwise described from time to time in the Company's Securities and Exchange
Commission reports. The Company assumes no obligation and does not intend to
update these forward-looking statements.

                                       2
<PAGE>

                                TABLE OF CONTENTS


Part I                                                                     Page

  Item  1.     Business.                                                      4

        1A.    Risk Factors.                                                  8

        2.     Properties.                                                   12

        3.     Legal Proceedings.                                            13

        4.     Submission of Matters to a Vote of Security Holders.          13

Part II

   Item 5.     Market for the Company's Common Stock, Related Stockholder
               Matters and Issuer Purchases of Equity Securities.            14

        6.     Selected Financial Data.                                      15

        7.     Management's Discussion and Analysis of Financial Condition   15
               and Results of Operations.

        7A.    Quantitative and Qualitative Disclosures about Market Risk.   27

        8.     Financial Statements and Supplementary Data.                  27

        9.     Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure.                                     28

        9A.(T) Controls and Procedures.                                      28

        9B.    Other Information.                                            29


Part III

   Item 10.    Directors, Executive Officers and Corporate Governance.       30

        11.    Executive Compensation.                                       33

        12.    Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters.               39

        13.    Certain Relationships and Related Transactions,
               and Director Independence.                                    41

        14.    Principal Accountant Fees and Services.                       42


Part IV

   Item 15.    Exhibits and Financial Statement Schedules.                   42

Signatures.                                                                  44

Financial Statements.                                                        45

                                       3
<PAGE>


                                     PART I

Item 1 - DESCRIPTION OF BUSINESS


(a) General Development of Business.

         The Registrant, Ronson Corporation (the "Company"), is a company
incorporated in 1928.

         The Company is engaged principally in the following businesses:

         1.       Consumer Products; and

         2.       Aviation-Fixed Wing and Helicopter Services.

         Effective March 2, 2009, the Company's common shares are traded on the
Over-the-Counter Pink Sheets. The Company's common shares are quoted under the
symbol RONC.PK. The Company's common stock was previously traded on the Nasdaq
Capital Market.

         On March 30, 2009, the Company and its subsidiaries entered into a
forbearance agreement with Wells Fargo Bank, National Association ("Wells
Fargo"), under which Wells Fargo has agreed not to assert existing events of
default under the borrowers' credit facilities with Wells Fargo through April
24, 2009, or such earlier date determined under the forbearance agreement. The
forbearance period may terminate earlier if, among other events, the borrowers
breach the forbearance agreement, additional events of default occur under the
credit facilities with Wells Fargo or the borrowers fail actively to pursue
alternative financing or divestiture of the Company's aviation division.

         The Company announced that it has initiated plans to divest Ronson
Aviation, Inc. ("Ronson Aviation"). The Company is in the process of procuring
purchasers so as to maximize the value of Ronson Aviation, permit it to satisfy
outstanding indebtedness, including to Wells Fargo, and provide working capital
to support and focus on its consumer products business. The Company's objective
is to consummate a transaction prior to the end of the second quarter, subject
to identifying and reaching agreement with a prospective purchaser, obtaining
shareholder approval and meeting other conditions that may be contained in
definitive documentation once negotiated.

         Pending consummation of a transaction, the Company will continue to
effect cost reductions and seek sources of financing, without which the Company
will not be able to fund current operations beyond the forbearance period. The
Company does not have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration. In the event of acceleration of its
indebtedness to Wells Fargo and its outstanding mortgage loans, as a result of
existing defaults, the Company would not have sufficient cash resources to pay
such amounts. There can be no assurance that the Company will be able to obtain
an extension of its arrangements with Wells Fargo, arrange additional financing
or complete its divestiture plans, within its anticipated time frame or on terms
acceptable to it.

(b)      Financial Information about Segments.

         Refer to Note 11 of the Notes to Consolidated Financial Statements
         below.

(c)      Narrative Description of Business.

         (1) Consumer Products
             -----------------

         The Company's consumer packaged products, which are manufactured in
Woodbridge, New Jersey, and distributed in the United States by the Company's
wholly owned subsidiary, Ronson Consumer Products Corporation ("RCPC"), include
Ronsonol lighter fluid, Multi-Fill butane fuel injectors, flints, wicks for
lighters, and a multi-use penetrant spray lubricant product under the tradename
"Multi-Lube". In addition, the

                                       4
<PAGE>

Company's consumer packaged products are marketed in Canada through Ronson
Corporation of Canada Ltd. ("Ronson-Canada"), a wholly owned subsidiary of the
Company. RCPC and Ronson-Canada together comprise Ronson Consumer Products. The
Company also distributes its consumer products in Mexico. The consumer products
segment has two greater than 10% customers, a distributor, supplying Ronson's
products to numerous retailers, and a major retailer. Management does not
believe that this segment is substantially dependent on this distributor because
of the presence of many other distributors which provide retailers with Ronson's
consumer products. Sales to this distributor in 2006 accounted for 13% of
Consolidated Net Sales of the Company (less than 10% in 2008 and 2007). Sales to
this distributor in 2008, 2007, and 2006 accounted for 22%, 18% and 24%,
respectively, of Net Sales of the consumer products segment. Sales to this major
retailer in each of the years 2008, 2007, and 2006 accounted for 13% of Net
Sales of the consumer products segment. In addition, the retailer is a
significant customer of the above distributor for the Company's consumer
products. Loss of this customer could have an adverse impact on the sales and
results of operations of the consumer products segment.

         Consumer products are distributed through distributors, food brokers,
automotive and hardware representatives and mass merchandisers, drug chains and
convenience stores in the United States and Canada. Ronson Consumer Products is
a principal supplier of packaged flints and lighter fuels in the United States,
Canada and Mexico. These subsidiaries' consumer products face substantial
competition from other nationally distributed products and from numerous local
and private label packaged products. Since Ronson Consumer Products produces
packaged products in accordance with its sales forecasts, which are frequently
reviewed and revised, inventory accumulation has not been a significant factor,
and this segment does not generally have a significant order backlog. The
sources and availability of raw materials for this segment's packaged products
are not significant factors; however, increased costs in 2008, 2007, and 2006
associated with the rising prices of oil used in certain Ronson consumer
products are a factor.

         Ronson Consumer Products also distributes six lighter and torch
products - the "COMET" refillable butane lighter; the Ronson "WINDLITE" Ronsonol
fuel windproof lighter; three Ronson "Multi-Purpose Lighters" (MPL), used for
lighting fireplaces, barbecues, camping stoves and candles; the "JetLite", a
blue flame torch lighter, excellent in the wind as when sailing or golfing; the
"Tech Torch" Auto Start, used for precision craft and hobby work, and soldering;
and the "AERO TORCH", geared for soldering, plumbing and outdoor use requiring a
larger flame. The lighter products are marketed in the United States, Canada,
and Mexico.

            The lighter and torch products distributed by Ronson Consumer
Products were each developed by the Company's research and development
department. The products were sourced in Peoples Republic of China and Taiwan
and are manufactured to the Company's engineering and quality specifications,
with quality control inspection both at the manufacturer and at the Company's
facilities in Woodbridge, New Jersey. Each of the Company's lighter and torch
products is refillable using the Company's Ronsonol lighter fluid or Multi-Fill
butane fuel injectors. The Company believes that several of these products are
unique in the marketplace. The Company's lighter and torch products, however,
face strong competition from several nationally distributed brands and unbranded
imports.

         The Company recently introduced two new products, both of which are
refillable using the Company's Multi-Fill butane fuel injectors. The Stardust
butane candle set provides the charm of candlelight with the elegance of fine
table decorations. The new Torchef butane cooking torch is specifically designed
by the Company for cooking specialties in the home or professional kitchens, as
well as other uses around the home. Management believes that the Stardust butane
candle set is a unique product, but it faces substantial competition from wax
candles. The Torchef faces substantial competition from a number of other
kitchen torches, but management believes that it is also unique in the
marketplace due to its design.

         Each of the Company's lighter and torch products are currently
manufactured by one or two manufacturers in Peoples Republic of China and
Taiwan. Since there are a

                                       5
<PAGE>

number of sources of similar lighter products, management believes that other
suppliers could provide lighters on comparable terms. A change of suppliers,
however, could cause a delay in delivery of the Company's lighter, candle and
torch products and, possibly, a short-term loss in sales which could have a
short-term adverse effect on operating results.

         (2) Aviation - Fixed Wing and Helicopter Services
             ---------------------------------------------

         Ronson Aviation, Inc. ("Ronson Aviation"), a wholly owned subsidiary of
the Company, headquartered at Trenton-Mercer Airport, Trenton, New Jersey,
provides a wide range of general aviation services to the general public and to
government agencies. Services include aircraft fueling, cargo handling,
avionics, new and used aircraft sales, aircraft repairs, aircraft storage and
office rental. This subsidiary's facility is located on 18 acres, exclusive of
four acres on which Ronson Aviation has a first right of refusal. The facilities
include a 52,000 square foot hangar/office complex, a new 19,200 sq. ft. storage
hangar, two aircraft storage units ("T" hangars) and a 58,500 gallon fuel
storage complex (refer to Item 2-Description of Properties, (4) Trenton, New
Jersey). The new aircraft hangar was completed and approved for occupancy in
November 2007.

         Ronson Aviation is an FAA approved repair station for major and minor
airframe and engine service and an avionics repair station for service and
installations. Ronson Aviation is an authorized Hawker Beechcraft Aircraft and
Parts Sales and Service Center and a Cessna Aircraft service station. Ronson
Aviation became a Cirrus Aircraft service station in 2006.

         Ronson Aviation is subject to extensive competition in its activities,
but Ronson Aviation is the only provider of aviation services to the private,
corporate and commercial flying public at Trenton-Mercer Airport in Trenton, New
Jersey.

         In March 2009, the Company announced that it has initiated plans to
divest Ronson Aviation. (Refer to Item 7 below.)

ENVIRONMENTAL MATTERS

         In the conduct of certain of its manufacturing operations, the Company
is required to comply with various environmental statutes and regulations
concerning the generation, storage and disposal of hazardous materials.
Additionally, under New Jersey's "ISRA" law, operators of particular facilities
classified as industrial establishments are required to ensure that their
facility complies with environmental laws, including implementation of remedial
action, if necessary, before selling or closing a facility.

         In December 1989 the Company adopted a plan to discontinue the
operations in 1990 of one of its facilities, Prometcor, Inc. ("Prometcor")
located in Newark, New Jersey, and to comply with all applicable laws. In
October 1994 Prometcor entered into a Memorandum of Agreement with the New
Jersey Department of Environmental Protection ("NJDEP") as to its environmental
compliance activities at its Newark facility. As the result of sampling and the
evaluation of the results by the Company's environmental consultants and the
NJDEP in 1996 and 1997, areas of contamination in the groundwater below a
section of the property were identified. The sampling and delineation were
undertaken and may resume in the future in this area of the property. No plan
related to the groundwater issue has yet been approved by the NJDEP. Long-term
monitoring of groundwater may be required. The extent of the remaining costs
associated with groundwater is not determinable until testing and remediation
have been completed and accepted by the NJDEP.

         In October 2000 Ronson Aviation completed installation and initial
testing of monitoring wells in the area where Ronson Aviation had removed and
abandoned in place its former fuel tanks. Ronson Aviation's environmental
advisors believe that the preliminary results of the testing indicate that no
further testing should be required. The final extent of costs cannot be
determined until the results of testing have been completed and

                                       6
<PAGE>

accepted by the NJDEP. Therefore, the amount of additional costs, if any, cannot
be fully determined at this time, but management believes that the effect will
not be material.

         The Company believes that compliance with environmental laws and
regulations will not have a material adverse effect upon the Company's future
capital expenditures or competitive position.

PATENTS AND TRADEMARKS
----------------------

         The Company maintains numerous patents and trademarks for varying
periods in the United States, Canada, Mexico and a limited number of other
countries. While both industry segments may benefit from the Company's name as a
registered trademark, the patents and trademarks which are held principally
benefit the consumer products segment of the Company's business. The "Ronson"
brand is of major value to the Company; however, its book value, as reported in
the Company's Consolidated Balance Sheets, is nominal, at less than $100.

SEASONALITY AND METHODS OF COMPETITION
--------------------------------------

         No material portion of the Company's business is seasonal. The Company
uses various methods of competition as appropriate in both of its industry
segments, such as price, service and product performance.

RESEARCH ACTIVITIES
-------------------

         The Company's consumer products segment expensed approximately
$299,000, $371,000, and $376,000, during the fiscal years ended December 31,
2008, 2007 and 2006, respectively, on research activities relating to the
development of new products and the improvement of existing products, all of
which were Company sponsored.

NUMBER OF EMPLOYEES
-------------------

         As of December 31, 2008, the Company and its subsidiaries employed a
total of 86 persons.

CUSTOMER DEPENDENCE
-------------------

         See above under "Consumer Products".

SALES AND REVENUES
------------------

         The following table sets forth the percentage of total sales
contributed by each of the Company's classes of similar products which
contributed to total sales during the last three fiscal years.

                                 Consumer           Aviation Operations
                                 Products               and Services
                                 --------               ------------
         2008                      52%                      48%
         2007                      53%                      47%
         2006                      58%                      42%

(d)      Financial Information About Geographic Areas.

         Refer to Note 11 of the Notes to Consolidated Financial Statements.

                                       7
<PAGE>

Item 1A - RISK FACTORS
          ------------

         Adequate Sources of Financing May Not Be Available

         On March 30, 2009, the Company and RCPC, Ronson Aviation, and
Ronson-Canada entered into a forbearance agreement with Wells Fargo, under which
Wells Fargo has agreed not to assert existing events of default under the
borrowers' credit facilities with Wells Fargo through April 24, 2009, or such
earlier date determined under the forbearance agreement. The forbearance period
may terminate earlier if, among other events, the borrowers breach the
forbearance agreement, additional events of default occur under the credit
facilities with Wells Fargo or the Borrowers fail actively to pursue alternative
financing or divestiture of the Company's aviation division.

         The Company announced that it has initiated plans to divest Ronson
Aviation. The Company is in the process of procuring purchasers so as to
maximize the value of Ronson Aviation, permit it to satisfy outstanding
indebtedness, including to Wells Fargo, and provide working capital to support
and focus on its consumer products business. The Company's objective is to
consummate a transaction prior to the end of the second quarter, subject to
identifying and reaching agreement with a prospective purchaser, obtaining
shareholder approval and meeting other conditions that may be contained in
definitive documentation once negotiated.

         Pending consummation of a transaction, the Company will continue to
effect cost reductions and seek sources of financing, without which the Company
will not be able to fund current operations beyond the forbearance period. The
Company does not have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration. In the event of acceleration of its
indebtedness to Wells Fargo and its outstanding mortgage loans, as a result of
existing defaults, the Company would not have sufficient cash resources to pay
such amounts. There can be no assurance that the Company will be able to obtain
an extension of its arrangements with Wells Fargo, arrange additional financing
or complete its divestiture plans, within its anticipated time frame or on terms
acceptable to it.

         Political and Economic Risks

         The Company's operations are exposed to the risk of political and
economic uncertainties. Changes in political and economic conditions may affect
product cost, availability, distribution, pricing, purchasing, and consumption
patterns. While the Company seeks to manage its business in consideration of
these risks, there can be no assurance that the Company will be successful in
doing so.

         Operating Results and Net Earnings May Not Meet Expectations

         The Company cannot be sure that its operating results and net earnings
will meet its expectations. If the Company's assumptions and estimates are
incorrect or do not come to fruition, or if the Company does not achieve all of
its key goals, then the Company's actual performance could vary materially from
its expectations. The Company's operating results and net earnings may be
influenced by a number of factors, including the following:

         * the fluctuating prices of oil, an ingredient in Ronson fuels;

         * the introduction of new products and line extensions by the Company
         or its competitors;

         * the Company's ability to control its internal costs and the cost of
         raw materials;

         * the effectiveness and amount of the Company's advertising, marketing
         and promotional programs;

                                       8
<PAGE>

         * the changes in product pricing policies by the Company or its
         competitors;

         * the ability of the Company to achieve business plans, including
         volume and pricing plans, as a result of high levels of competitive
         activity;

         * the ability to maintain key customer relationships;

         * the ability of major customers and other creditors to meet their
         obligations as they come due;

         * the ability to successfully manage regulatory, tax and legal matters,
         including resolution of pending matters within current estimates;

         * the ability of the Company to attract and retain qualified personnel;

         * the ability of the Company to obtain and retain sufficient sources of
         financing to have adequate working capital.

         Regulatory Risks

         The Company is subject to numerous environmental laws and regulations
that impose various environmental controls on its business operations, including
among other things, the discharge of pollutants into the air and water, the
handling, use, treatment, storage and clean-up of solid and hazardous wastes,
and the investigation and remediation of soil and groundwater affected by
hazardous substances. Such laws and regulations may otherwise relate to various
health and safety matters that impose burdens upon the Company's operations.
These laws and regulations govern actions that may have adverse environmental
effects and also require compliance with certain practices when handling and
disposing of hazardous wastes. These laws and regulations also impose strict and
joint and several liability for the costs of, and damages resulting from,
cleaning up current sites, past spills, disposal and other releases of hazardous
substances. The Company believes that its expenditures related to environmental
matters are not currently expected to have a material adverse effect on its
financial condition, results of operations and cash flows. However, the
environmental laws under which the Company operates are complicated and often
increasingly more stringent, and may be applied retroactively. Accordingly,
there can be no assurance that the Company will not be required to make
additional expenditures to remain in or to achieve compliance with environmental
laws in the future or that any such additional expenditures will not have a
material adverse effect on the Company's financial condition, results of
operations and cash flows.

         Certain of the Company's products have chemical compositions that are
controlled by various state, federal and international laws and regulations. The
Company complies with these laws and regulations and seeks to anticipate
developments that could impact the Company's products. These laws and
regulations could have a material adverse effect on the Company's financial
condition, results of operations and cash flows.

         Interest Rates

         The Company is exposed to changes in prevailing market interest rates
affecting its interest costs and the return on its investments. All of the
Company's Short-term Debt carries a variable rate of interest. The Company's
outstanding Long-term Debt as of December 31, 2008, consisted of indebtedness
with a fixed rate of interest which is not subject to change based upon changes
in prevailing market interest rates and indebtedness with variable rates of
interest.

         Foreign Currency Exchange Rates

                                       9
<PAGE>

         The Company is also exposed to changes in foreign currency exchange
rates due to its investment in its Canadian subsidiary, Ronson-Canada and
because approximately 10% of its Consolidated Net Sales were in Canada.

         Prices of Fuels

         The Company, due to the nature of its operations, is also exposed to
changes in the prices of fuels, because of the fuels included in its consumer
products and because of its aircraft fuel sales. The price of the fuels
fluctuates more or less in conjunction with oil prices. Cost of fuels also
impacts the cost of various other components used in the Company's products.
Increases in the price of fuels, to the extent the Company is not able to
increase the prices of its products to its customers, could have an adverse
impact on the Company's results of operations.

         Volatility in the Insurance Market

         The Company evaluates its insurance coverage annually. Such coverage
may be much more expensive, less protective or even unavailable which could have
a material adverse effect on the Company's financial condition, results of
operations and cash flows. In such a case, the Company may decide to self-insure
more, thereby undertaking additional risks.

Ronson Consumer Products:

         Component Supply Risk

         Ronson Consumer Products depends upon its vendors for the supply of the
primary components for its flame accessory and chemical products. Certain of
these components are subject to significant price volatility beyond the control
or influence of the Company, primarily related to oil prices. In that regard,
petroleum products have had significant price volatility in the past and may in
the future. Rising oil prices can also impact the Company's cost of transporting
its products. Other than in 2008, the Company has historically been successful
in managing its component costs and product pricing to maintain historical gross
margins. Additionally, the Company has generally found alternative sources of
constituent chemicals for its products readily available. As component and raw
material costs are the main contribution to cost of goods sold for all of the
Company's products, any significant fluctuation in the costs of components could
also have a material impact on the gross margins realized on the Company's
products. Increases in the prices for the components could have a material
adverse effect on the Company's business, operating results, financial position
and cash flows.

         Reliance on Supply Chain

         Several of Ronson Consumer Products' lighter and torch products and
certain components of its packaged products are manufactured by a single vendor.
Since there are a number of sources of similar lighter products, the Company
believes that other suppliers could provide lighters and torches on comparable
terms. The loss of any of these suppliers or manufacturers could, however,
temporarily disrupt or interrupt the production of the Company's products.

         Competition

         The market for the Company's products is highly competitive and is
expected to continue to be competitive in the future. The Company's products
compete both within their own product classes as well as within product
distribution channels, competing with many other products for store placement
and shelf space. The Company is aware of many competing products, some of which
sell for lower prices; however, the Company relies on the awareness of its
brands among consumers, the value offered by those brands as perceived by
consumers, and competitive pricing as its primary competitive strategies.

         These considerations as well as increased competition generally could
result in price reductions, reduced gross margins, and a loss of market share,
any of which could

                                       10
<PAGE>

have a material adverse effect on the Company's business, operating results,
financial position and cash flows. In addition, many of the Company's
competitors have significantly greater financial, technical, product
development, marketing and other resources. There can be no assurance that the
Company will be able to compete successfully against current and future
competitors. Competitive pressures faced by the Company could have a material
adverse effect on its business, operating results, financial position and cash
flows.

         Business Risks

         With the trend toward consolidation in the retail marketplace, the
Company's customer base is shifting toward fewer, but larger, customers who
purchase in larger volumes. The loss of, or reduction in, orders from any of the
Company's most significant customers could have a material adverse effect on the
Company's business and its financial results.

         Large customers also seek price reductions and promotional concessions.
In this regard, the Company has expanded its customer promotions and allowances
which has negatively impacted, and will likely continue to impact, the Company's
maintenance of existing profit margins.

         In addition, the Company is subject to changes in customer purchasing
patterns. These types of changes may result from changes in the manner in which
customers purchase and manage inventory levels, or display and promote products
within their stores. Other potential factors such as customer disputes regarding
shipments, fees, merchandise condition or related matters may also impact
operating results.

         The manufacture, packaging, storage, distribution and labeling of the
Company's products and the Company's business operations all must comply with
extensive federal and state laws and regulations. It is possible that the
government will increase regulation of the transportation, storage or use of
certain chemicals, to enhance homeland security or protect the environment and
that such regulation could negatively impact raw material supply or costs.

         Some of the Company's consumer products are associated in part with
tobacco. These products are also utilized for other purposes such as replacing
the match. The Company's research and development department is continuing to
develop products utilizing the Company's fuels with products not associated with
tobacco. The potential further decline in smoking, however, may have a negative
impact on the Company.

         Protection of Intellectual Property

         The Company relies on trademark, trade secret, patent and copyright
laws to protect its most important asset, the Ronson brand name, and its other
intellectual property. The Company cannot be certain that the intellectual
property rights will be successfully asserted in the future or that they will
not be invalidated or circumvented.

Ronson Aviation:

         Supply Risk

         Ronson Aviation depends upon its vendors for the supply of its
principal products. Aircraft fuels are subject to significant price volatility.
Ronson Aviation has historically been successful in the pricing of its fuel to
maintain its gross margins. Increases in the price of the aircraft fuels could
have an adverse effect on the demand for Ronson Aviation products and aviation
services, and on its operating results, financial position and cash flows.

         Business Risk

         Ronson Aviation depends upon demand for general aviation services,
including corporate air travel. Increased security requirements and concerns may
have an effect,

                                       11
<PAGE>

positive or adverse, on Ronson Aviation's future operating results, financial
position and cash flows. Increased congestion and delays at airports in the
NY/NJ metro area may also have an effect, either positive or negative, on Ronson
Aviation's operating results.

Item 2 - DESCRIPTION OF PROPERTIES
         -------------------------

         The following list sets forth the location and certain other
information concerning the Company's manufacturing and office facilities. The
Company's facilities are in relatively modern buildings which were designed for
their present purpose. The Company believes its manufacturing and other
facilities to be suitable for the operations conducted. In the list below,
"medium" facilities are those which have between 19,000 and 100,000 square feet;
and "small" facilities are those which have less than 19,000 square feet.

         The facilities in Woodbridge and South Brunswick, New Jersey, and
Canada comprise the consumer products segment. The Trenton, New Jersey,
facilities are used by the aviation services segment.

         (1) Woodbridge, New Jersey

         Facilities included in (a) and (b) below are owned subject to a
mortgage in favor of Capital One, N.A. ("Capital One").

         (a) One medium facility for manufacturing consumer products. This
facility is owned and is constructed of brick, steel and cinder block.

         (b) One small facility for storage. This facility is owned and is
constructed of metal, cinder block and cement.

         (2) South Brunswick, New Jersey

         One small facility for shipping and storage of finished goods which is
subject to a lease expiring in March 2013, with two additional three-year
options.

         (3) Somerset, New Jersey

         One small facility for executive and consumer products offices. This
facility is subject to a lease which now expires in June 2010. The facility is
constructed of metal, cinder block and cement.

         (4) Trenton, New Jersey

         (a) Two medium facilities for fixed wing and helicopter services, sales
and office space leased to others. These buildings are owned and constructed of
steel and concrete. The land on which these buildings are located is leased
under a leasehold with five five-year terms automatically renewed, with the last
five-year term expiring in November 2032. The lease was extended in 2007 by
Ronson Aviation for five additional five-year terms through November 2032,
because Ronson Aviation invested more than $1,500,000 in capital improvements.

         (b) One medium facility - "T" hangars. These structures are owned and
are constructed of aluminum and concrete. The land upon which these structures
are located is leased under a leasehold on the same terms as in 4 (a) above.

         (5) Mississauga, Ontario, Canada

         One small facility for sales and marketing, distribution center and
storage. This facility is subject to a lease which expires in March 2011. This
facility is constructed of brick and cinder block.

                                       12
<PAGE>

Item 3 - LEGAL PROCEEDINGS
         -----------------

         The Company is involved in various product liability claims. The
claimants have claimed unspecified damages. The ultimate liability cannot now be
determined because of the considerable uncertainties that exist. Therefore, it
is possible that results of operations or liquidity in a particular period could
be materially affected by these matters. However, based on facts currently
available, management believes that damages awarded, if any, would be well
within existing insurance coverage.


Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

         (a) At the Company's Annual Stockholders' Meeting (the "Meeting") on
November 11, 2008, the matters set forth in the Company's 2008 Notice of Meeting
and Proxy Statement, which is incorporated herein by reference, were submitted
to the Company's stockholders.

         (b) The Election of Directors by 87.7% or more of the votes cast at the
meeting is summarized as follows:

         Mr. Louis V. Aronson II was reelected for a three-year term as a Class
III director, expiring at the 2011 Annual Meeting and Mr. John H. Bess was
elected as a Class III director to replace Mr. I. Leo Motiuk; and

         The terms of office of each of the following directors continued after
the Meeting; Barbara L. Collins, Edward E. David Jr., Erwin M. Ganz, Justin P.
Walder and Gerard J. Quinnan.

         (c) The appointment of Demetrius & Company, L.L.C., independent
auditors, to audit the consolidated financial statements of the Company for the
year 2008 was ratified by 97.5% of the votes cast at the Meeting.

         The number of affirmative votes, negative votes and abstentions on each
matter is set forth below:

1. ELECTION OF DIRECTORS

         Class III (term expires at 2011 Annual Meeting of Stockholders):

                                    FOR            %        WITHHELD     %
                                    ---            -        --------     -

         Louis V. Aronson II        4,092,127      87.7     573,234      12.3
         John H. Bess               4,184,724      89.7     480,637      10.3

2. To ratify the appointment of DEMETRIUS & COMPANY, L.L.C., as independent
auditors for the year 2008.

         FOR            %          AGAINST        %        ABSTAIN        %
         ---            -          -------        -        -------        -

         4,550,343      97.5       98,326         2.1      16,692         0.4

                                       13
<PAGE>


PART II
-------

Item 5 - MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         -------------------------------------------------------------------
         ISSUER PURCHASES OF EQUITY SECURITIES
         -------------------------------------

(a) The principal market for trading in Ronson common stock was the Nasdaq
Capital Market in 2008. Effective March 2, 2009, the Company's common stock is
traded in the Over-the-Counter Pink Sheets. Market data for the last two fiscal
years are listed below for information and analysis. The data presented reflect
inter-dealer prices, without retail markup, markdown or commission and may not
necessarily represent actual transactions.

2008
--------------------------------------------------------

Quarter               1st     2nd      3rd      4th
--------------------------------------------------------
High Bid             1.80     1.76     1.25     1.15
Low Bid              0.95     0.95     0.99     0.11

2007
--------------------------------------------------------
                      1st     2nd      3rd      4th
Quarter
--------------------------------------------------------
High Bid             2.05     1.97     2.44     2.00
Low Bid              1.53     1.09     1.19     0.95

         (b) At March 31, 2009, there were 1,986 stockholders of record of the
         Company's common stock.

         (c) Dividends -

         1.       There were no cash dividends declared or paid by the Company
                  in the years ended December 31, 2008, 2007 and 2006.

         2.       Stock dividends - On February 1, 2008, the Company's Board of
                  Directors declared a 5% stock dividend on the Company's
                  outstanding common stock, in addition to a 5% common stock
                  dividend declared during each of the last six fiscal years, on
                  February 1, 2007, February 23, 2006, February 15, 2005,
                  February 12, 2004, March 18, 2003, and March 12, 2002,
                  respectively. Information regarding the number of shares and
                  per share amounts was retroactively adjusted for the stock
                  dividends declared on the Company's common stock.

         (d) See Item 11 below for information as to securities authorized for
issuance under equity compensation plans.

         (e) The following table contains information about purchases of equity
securities by the Company and affiliated persons during the fourth quarter of
2008:

                                       14
<PAGE>
<TABLE>
<CAPTION>
                              Issuer Purchases of Equity Securities
-------------------------------------------------------------------------------------------------------
                                                                                          Maximum
                                                                                        Number (or
                                                                  Total Number of   Approximate Dollar
                                                                 Shares Purchased    Value) of Shares
                                                     Average        as Part of        that May Yet Be
                                 Total Number of    Price Paid  Publicly Announced  Purchased Under the
Period                           Shares Purchased   per Share    Plans or Programs   Plans or Programs
-------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>               <C>                    <C>
October 1 - October 31, 2008           4,000         $   0.98               --                  --
November 1 - November 30, 2008         5,000             0.47               --                  --
December 1 - December 31, 2008         4,000             0.35               --                  --
                                   -------------     ---------       ---------            --------
Total                                 13,000         $   0.59               --                  --
                                   =============     ========        =========            ========
</TABLE>

Item 6 - SELECTED FINANCIAL DATA
         -----------------------

         The information required by this item is filed with this report in Item
15 incorporated herein by reference.

Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

RESULTS OF OPERATIONS
---------------------

2008 Compared to 2007

         The Company's Net Sales of $24,187,000 in the year 2008 were lower as
compared to $26,246,000 in 2007. The Company had a Loss from Operations of
$(1,427,000) in the year 2008 as compared to Earnings From Operations of $38,000
in the year 2007. The Company's Net Loss was $(1,652,000) in the year 2008 as
compared to $(597,000) in the year 2007.

Ronson Consumer Products
------------------------
 (in thousands)
                                                     Year Ended December 31
                                                           2008        2007
                                                           ----        ----
Net sales                                               $12,524     $13,883
Earnings (loss) before interest, other items,
   intercompany charges, and taxes                       (1,116)        269
Nonrecurring Loss                                           (93)         --
Loss before intercompany charges
   and taxes                                             (1,655)       (254)

         Net Sales of consumer products at Ronson Consumer Products Corporation
("RCPC"), Woodbridge, New Jersey, and Ronson Corporation of Canada Ltd.
("Ronson-Canada"), Mississauga, Ontario, (together "Ronson Consumer Products")
decreased by 10% in 2008 as compared to 2007 primarily due to decreased sales of
the Company's Ronsonol lighter fuel and Multi-Fill butane fuel. The sales
decrease of 10% in 2008 consisted of a sales decrease of about 13% due to lower
unit volume of products sold partially offset by an increase of higher average
net selling prices of about 3%. The Net Sales at Ronson Consumer Products were
significantly reduced in the fourth quarter because: 1) reduced loan
availability under the Company's revolving line of credit restricted the ability
of Ronson Consumer Products to acquire the raw materials to produce the products
to meet customer orders, and 2) the decline in the economy reduced customer
purchases.

         Cost of Sales, as a percentage of Net Sales, at Ronson Consumer
Products increased to 71% in 2008 from 62% in 2007. The increase in the Cost of
Sales percentage in 2008 was primarily due to substantially increased material
costs due to the substantially higher prices of oil used in fuels for butane
refills and Ronsonol as well as other purchased components, to write-downs to
lower-of-cost-or-market of certain inventory items, and to the lower net sales
in 2008. The amount of the Cost of Sales at Ronson Consumer Products increased
in 2008 by 3%. The increase in the amount of Cost of Sales was composed of the
following, in percent:

            Decreased unit volume of products sold         (8)%
            Increased unit costs of products sold *         6 %
            Increased manufacturing costs                   2 %
            Inventory write-down                            3 %
                                                           ---
            Total increase in amount of Cost of Sales       3 %
                                                           ===

                                       15
<PAGE>

         * The increase in unit costs of products sold was due primarily to
increases in oil prices.

         Selling, Shipping and Advertising Expenses, as a percentage of Net
Sales, at Ronson Consumer Products increased to 27% in 2008 from 26% in 2007
primarily because reduced selling personnel costs were more than offset by the
decreased Net Sales. General and Administrative Expenses, as a percentage of Net
Sales, was 8% in 2008 and 7% in 2007.

         Interest Expense at Ronson Consumer Products decreased to $389,000 in
2008 from $406,000 in 2007. The Interest Expense at Ronson Consumer Products in
2008 included increased interest expense of $35,000 due to the default rate
charged by Wells Fargo Bank, National Association ("Wells Fargo").

Ronson Aviation
---------------
 (in thousands)
                                                      Year Ended December 31
                                                            2008        2007
                                                            ----        ----
Net sales                                                $11,663     $12,363
Earnings before interest, other items,
   intercompany charges, and taxes                         1,326       1,612
Nonrecurring Loss                                            (52)         --
Earnings before intercompany charges
   and taxes                                               1,079       1,539

         Net Sales at Ronson Aviation decreased in 2008 by 6% as compared to
2007 primarily because increased sales of aircraft fuel in 2008 due to higher
oil prices in 2008 were substantially offset by lower sales of aircraft (none
were sold in 2008)and by reduced sales of aircraft maintenance services.

         Ronson Aviation's Cost of Sales, as a percentage of Net Sales,
increased to 79% in 2008 from 77% in 2007. The increase in the Cost of Sales
Percentage in 2008 was primarily due to the increased cost of aircraft fuel sold
caused by higher oil prices. The increase in the dollar amount of cost of sales
of aircraft fuel due to higher oil prices was approximately equal to the amount
of higher sales of aircraft fuel due to price increases.

         Ronson Aviation's Selling, Shipping and Advertising Expenses and
General and Administrative Expenses, as a percentage of Net Sales, decreased to
8% in 2008 as compared with 9% in 2007 primarily due to decreased personnel
costs because of reductions in management incentive compensation to the
Company's officers related to both 2008 and 2007.

         Interest Expense at Ronson Aviation increased to $207,000 in 2008 from
$44,000 in 2007. In 2006 and through November 2007, Ronson Aviation capitalized
much of its interest cost as part of the cost of construction of its new 19,200
sq. ft. hangar. The hangar was placed in service in November 2007 and,
accordingly, the interest costs are no longer being capitalized. The interest
expense at Ronson Aviation in 2008 included increased interest expense of
$48,000 due to the default rate charged by Wells Fargo.

Other Items
-----------

         The General and Administrative Expenses of Corporate and Others
decreased to $1,637,000 in 2008 as compared to $1,815,000 in 2007 primarily
because of reduced personnel costs and reduced professional fees in 2008 as
compared to 2007.

         The Nonrecurring Loss on Extinguishment of Debt of $145,000 in 2008
($93,000 at Ronson Consumer Products and $52,000 at Ronson Aviation) was the
result of repayment of Short-term Debt and Long-term Debt with the new Wells
Fargo financing on May 30, 2008. The Nonrecurring Loss on Extinguishment of Debt
was composed of the following:

                                       16
<PAGE>

Unamortized balance of deferred financing costs                      $106,000
Early termination fee paid to CIT Group/Commercial
    Services, Inc.                                                     31,000
Difference between book value of Long-term Leases with
    Banc of America Leasing and payoff amount                           3,000
Legal fees and other                                                    5,000
                                                                     --------
    Total                                                            $145,000
                                                                     ========

         Other-Net included pension expenses related to the Company's frozen
defined benefit plans of $273,000, $220,000 and $315,000, in the years ended
December 31, 2008, 2007, and 2006, respectively.


2007 Compared to 2006

         The Company's Net Sales of $26,246,000 in the year 2007 were lower as
compared to $29,244,000 in 2006. The Company's Earnings from Operations were
$38,000 in the year 2007 as compared to $1,093,000 in the year 2006. The
Company's Earnings (Loss) before Income Taxes were a loss of $(834,000) in the
year 2007 as compared to earnings of $289,000 in the year 2006.

         There were two significant events that negatively affected the
Company's Earnings before Income Taxes in 2006 and 2007. Both events are
nonrecurring. These were:

         Event #1 - There was a sizable sale of about $960,000 in 2006 of Ronson
fuels to a distributor in China, intended solely for the China domestic market.
Contrary to our understanding, the distributor shortly thereafter returned the
fuels back into the U.S. domestic market to a third party without authorization.
The unauthorized return of Ronson fuels to a third party and their sales into
the U.S. market by that third party significantly reduced domestic sales in 2006
and 2007.

         Event #2 - Results in 2006 and 2007 also reflected the effects of the
Company's investment of approximately $3.3 million in a new 19,200 sq. ft.
hangar at Ronson Aviation. The $3.3 million expenditure met the County's
requirement for an additional investment by Ronson Aviation to extend Ronson
Aviation's favorable lease with Mercer County for an additional twenty-five
years. The new hangar, completed near the end of 2007, tied up sizable cash
funds during construction and did not contribute revenue or earnings to the
Company until the very end of 2007.

Ronson Consumer Products
------------------------
 (in thousands)
                                                        Year Ended December 31,
                                                            2007           2006
                                                            ----           ----
Net sales                                                $13,883        $16,870
Earnings before interest, other items,
   intercompany charges, and taxes                           269          1,243
Earnings (loss) before intercompany charges
   and taxes                                                (254)           946

         Net Sales of consumer products at Ronson Consumer Products decreased by
18% in 2007 as compared to 2006 primarily due to decreased sales of the
Company's Ronsonol lighter fuel and Multi-Fill butane fuel, and to the sale in
April 2006 to a distributor in China discussed above. The sales decrease of 18%
in 2007 consisted of a sales decrease of about 21% due to lower unit volume of
products sold partially offset by an increase of higher average net selling
prices of about 3%. The April 2006 sale to the distributor in China was at
reduced selling prices.

         Cost of Sales, as a percentage of Net Sales, at Ronson Consumer
Products increased to 62% in 2007 from 61% in 2006. The increase in the Cost of
Sales percentage in 2007 was primarily due to increased material costs due to
the effects of large increases in the price of oil. The amount of the Cost of
Sales at Ronson Consumer

                                       17
<PAGE>

Products decreased in 2007 by 16%. The decrease in the amount of Cost of Sales
was composed of the following, in percent:

         Decreased unit volume of products sold         (18)%
         Increased unit costs of products sold *          4 %
         Decreased manufacturing costs                   (2)%
         Total decrease in amount of Cost of Sales      (16)%

         * The increase in unit costs of products sold was due primarily to
increases in oil prices.

         Selling, Shipping and Advertising Expenses, as a percentage of Net
Sales, at Ronson Consumer Products increased to 26% in 2007 from 22% in 2006
primarily due to decreased Net Sales. General and Administrative Expenses, as a
percentage of Net Sales, were unchanged at 7% in 2007 and 2006.

         Interest Expense at Ronson Consumer Products increased to $406,000 in
2007 from $290,000 in 2006 primarily due to increased average Long-term Debt,
and, to a lesser extent, increased average Short-term Debt.

Ronson Aviation
---------------
 (in thousands)
                                                       Year Ended December 31,
                                                           2007           2006
                                                           ----           ----
Net sales                                               $12,363        $12,374
Earnings before interest, other items,
   intercompany charges, and taxes                        1,612          1,660
Earnings before intercompany charges
   and taxes                                              1,539          1,606

         Net Sales at Ronson Aviation were unchanged in 2007 as compared to 2006
primarily because reduced sales of new aircraft was substantially offset by
higher sales of fuel and other aviation services in 2007 from 2006.

         Ronson Aviation's Cost of Sales, as a percentage of Net Sales, was
unchanged at 77% in 2007 and 2006. Ronson Aviation's Cost of Sales in 2008 will
include the costs related to the new hangar, including depreciation.

         Ronson Aviation's Selling, Shipping and Advertising Expenses and
General and Administrative Expenses, as a percentage of Net Sales, increased to
9% in 2007 as compared with 7% in 2006 primarily due to increased personnel
costs.

         Interest Expense at Ronson Aviation increased to $44,000 in 2007 from
$24,000 in 2006. In 2006 and through November 2007, Ronson Aviation capitalized
much of its interest costs as part of the cost of construction of its new
hangar.

Other Items
-----------

         The General and Administrative Expenses of Corporate and Others
increased to $1,815,000 in 2007 as compared to $1,719,000 in 2006 primarily
because the benefits costs in 2006 were reduced by $99,000, the value of the
President's vacation time previously earned, but not used, that he waived in
2006.

         Effective for the year ended December 31, 2007, the Company is required
(as are other public companies of similar size) to comply with the provisions of
Section 404 of the Sarbanes-Oxley Act related to the Company's internal control
over financial reporting. (Refer to Item 9A(T) below.) The costs in the
initial-year of compliance are expected to be significantly higher than those in
future years. In the fourth quarter of 2007, the Company incurred $72,000 in
initial-year compliance costs, which is included in General and Administrative
Expenses in the Consolidated Statements of Operations. In the segment data
presented in Note 11 of the Notes to Consolidated Financial Statements, $29,000
is included in each of Ronson Consumer Products and Ronson Aviation and $14,000

                                       18
<PAGE>

is included in Corporate and Others. The Company expects that the balance of the
initial-year SOX 404 compliance costs will be incurred in the first quarter of
2008 and total about $50,000.

         The net Other Charges of $28,000, $91,000, and $95,000, in 2007, 2006,
and 2005, respectively, were the legal fees incurred as a result of the two
lawsuits filed by the same stockholder. The net shareholder litigation expenses
were included in General and Administrative Expenses in the Consolidated
Statements of Operations. These litigation expenses were net of the associated
insurance reimbursements. This litigation was settled in December 2007 and the
costs will not continue.

         Other-Net included pension expenses related to the Company's frozen
defined benefit plans of $220,000, $315,000, and $308,000, in the years ended
December 31, 2007, 2006, and 2005, respectively.

         Other-Net included $90,000 in fees charged by Bank of America in the
first half of 2006 (none in 2007) due to terms of a loan amendment dated January
11, 2006 (which extended the loan agreements to January 31, 2007). Under the
terms of the extension, fees were due to Bank of America, beginning on February
28, 2006, at the end of each month in which the Bank of America loans had not
been repaid. The Bank of America loans were repaid on July 31, 2006.

         Other-Net also included the amortization of $149,000 and $40,000 in
2007 and 2006, respectively, in deferred costs incurred to complete the CIT and
Capital One financing. The costs are being amortized over the terms of the
loans.

Income Taxes
------------

         In accordance with Statement of Financial Accounting Standards ("SFAS")
#109, "Accounting for Income Taxes", in 2008, 2007, and 2006, the Company
recognized deferred income tax expense (benefits) of $(1,051,000), $(244,000),
and $130,000, respectively, primarily due to the Earnings (Losses) before Taxes.

         Current income taxes in the years ended December 31, 2008, 2007, and
2006, were presented net of credits of $24,000, $17,000, and $17,000,
respectively, arising from the utilization of available tax losses and loss
carryforwards in accordance with SFAS #109. In 2008, 2007 and 2006, current
income tax expenses (benefits) were as follows (in thousands):

                                                     Year Ended December 31,
                                                        2008   2007   2006
                                                        ----   ----   ----
                  Federal                               $ --   $(1)   $ --
                  State                                   10    13      20
                  Foreign                                  9    (5)     72
                                                          --    ---     --
                                      Total             $ 19   $ 7    $ 92
                                                        ====   ====   ====

         At December 31, 2008, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $7,471,000 and federal and
state alternative minimum tax credit carryforwards of $102,000. (Refer to Note 2
of the Notes to Consolidated Financial Statements.)

         For purposes of financial reporting, the Company's effective income tax
rates were benefits of 38% in 2008 and 28% in 2007, and expense of 77% in 2006.
The changes in the effective tax rate in 2007 and 2006 were primarily due to
increases in the valuation allowance related to deferred tax assets. In 2006 and
2007, the Company reviewed the likelihood that, using a tax planning strategy,
it would be able to utilize net operating loss carryforwards of Prometcor, Inc.
for purposes of State of New Jersey income taxes. The determination was made
that a portion was not likely to be utilized. Therefore, in 2006 and 2007, the
Company increased the valuation reserve related to deferred income tax assets
resulting in increased Income Tax Expenses.

                                       19
<PAGE>

FINANCIAL CONDITION
-------------------

         The Company's Stockholders' Equity decreased to a deficit of $94,000 at
December 31, 2008, from equity of $2,987,000 at December 31, 2007. The decrease
in Stockholders' Equity in 2008 was primarily due to the Net Loss of $1,652,000
in 2008 and to an increase of $1,398,000 in the Net Pension Loss component of
Accumulated Other Comprehensive Loss. The Net Pension Loss increased primarily
due to reductions in 2008 in the values of the assets held by the Ronson
Corporation Retirement Plan.

         The Company had a deficiency in working capital of $3,041,000 at
December 31, 2008, as compared to a deficiency of $2,436,000 at December 31,
2007. The increase of $605,000 in the working capital deficiency was primarily
due to the Loss Before Income Taxes in 2008 of $2,684,000, substantially offset
by about $2,000,000 in additional working capital provided by the new Wells
Fargo financing.

         The Company's independent registered public accountants report on the
Company's financial statements for the year ended December 31, 2008, includes a
statement that there is substantial doubt about the Company's ability to
continue as a going concern. The Company has incurred losses from operations and
has a Stockholders' Deficiency and working capital deficiency. (Refer to Note 1
to Consolidated Financial Statements on Going Concern and Managements'
Response.)

         On May 30, 2008, the Company and RCPC, Ronson Aviation, and
Ronson-Canada (collectively, the "Borrowers") entered into a secured, revolving
credit facility with Wells Fargo. The credit facility consists of (1)a revolving
line of credit of up to $4.0 million, subsequently reduced to $2,000,000, (2)a
Real Estate Term Loan of $2,922,500 and (3)an Equipment Term Loan of $837,500.
Availability under the credit facility is determined based on the value of the
Borrowers' receivables and inventory, and other factors, as set forth in the
credit and security agreement. The Company is a guarantor of the obligations
under the credit facility. Amounts advanced under the credit facility are
secured by substantially all of the assets of the Company and its subsidiaries,
other than (1)the real property owned by RCPC in Woodbridge, New Jersey and (2)
34% of the Company's interest in Ronson-Canada.

         The term of the credit facility is 60 months. The revolving line of
credit had a balance of $1,472,000 at December 31, 2008. Initially, the
revolving line of credit bore interest at 1/2% over the Wells Fargo prime rate,
or, at the Company's option, a portion could bear interest at LIBOR plus 3%.

         The Equipment Term Loan is payable in 60 equal monthly principal
payments of about $14,000 plus interest. The Real Estate Term Loan is payable in
60 equal monthly principal payments of about $16,000 plus interest. The interest
rate for the Equipment Term Loan, originally the prime rate plus .75%, was
increased in the fourth quarter 2008, to the prime rate plus 3.75%, effective
July 1, 2008. Similarly, the interest rate for the Real Estate Term Loan,
originally the prime rate plus 1%, was increased to the prime rate plus 4%,
effective July 1, 2008.

         In November 2008, Wells Fargo advised the Company and its subsidiaries
that Events of Default under the Credit Agreement had occurred. These events of
default included the Company's not meeting financial covenants as follows: 1)
the minimum Tangible Net Worth as of September 30, 2008, 2) the minimum Net
Income for the nine months ended September 30, 2008, and 3) the minimum Net Cash
Flow for the nine months ended September 30, 2008, and the Company's not meeting
all of the requirements of the Post-Closing Agreement dated May 30, 2008. As a
result of the events of default, Wells Fargo increased the interest rate charged
on the loans outstanding under the credit agreement by 3%. These increases were
assessed retroactively to July 1, 2008.

         On February 20, 2009, the Company received from Wells Fargo additional
notification of Wells Fargo's reservation of rights and remedies relating to
previously disclosed events of default which would permit Wells Fargo to
accelerate the Company's outstanding indebtedness owed to Wells Fargo. These
events of default extend to maintaining financial covenant compliance relating
to minimum net income, net cash flow

                                       20
<PAGE>

and tangible net worth requirements of the Company's last completed fiscal
quarter, failure to obtain certain waivers and other agreements with third
parties required under the credit facility, and failure to meet certain
financial reporting due dates. Wells Fargo has instituted certain restrictions
and reduced loan availability and has required the Company to engage a
consultant to review its operations and cash requirements, but has not
accelerated any payments under the credit facility and has continued to lend to
the Company.

         Under cross-default provisions in the Company's mortgage loan from
Capital One, the events of default under the Wells Fargo facility are an event
of default under the mortgage loan. Capital One has not accelerated any payments
under the mortgage loan. At December 31, 2008, the amounts of the outstanding
indebtedness to Wells Fargo and Capital One were $5,042,000 and $2,133,000,
respectively.

         On March 30, 2009, the Company and RCPC, Ronson Aviation, and
Ronson-Canada entered into a forbearance agreement with Wells Fargo, under which
Wells Fargo has agreed not to assert existing events of default under the
Borrowers' credit facilities with Wells Fargo through April 24, 2009, or such
earlier date determined under the forbearance agreement. The forbearance period
may terminate earlier if, among other events, the Borrowers breach the
forbearance agreement, additional events of default occur under the credit
facilities with Wells Fargo, the Borrowers fail to employ a Chief Restructuring
Officer or the Borrowers fail actively to pursue alternative financing or
divestiture of the Company's aviation division.

         During the forbearance period, Wells Fargo will make available to the
domestic Borrowers an overadvance facility in the amount of up to $500,000 to
supplement the Borrowers' credit line, the maximum amount of which will be
adjusted to $2 million. During the forbearance period, the Borrowers will
continue to be obligated for interest at the default rate under the credit and
term loan facilities with Wells Fargo, except for interest on overadvances that
accrue at the bank's prime rate plus 8% per annum, in addition to a forbearance
fee in the amount of $450,000 which will be charged as an advance under the
credit line upon the earlier of the end of the forbearance period or payment of
all amounts owed to Wells Fargo.

         On March 30, 2009, the Company retained Joel Getzler, of Getzler
Henrich & Associates LLC ("Getzler Henrich"), as Chief Restructuring Officer,
with responsibility for operations, finance, accounting and related
administrative issues, subject to the authority and reporting to the Company's
Board of Directors. Getzler Henrich is a corporate turnaround and restructuring
firm which, in addition to its operational restructuring focus, is experienced
in restructuring, lender/credit relationship management and financing. Mr.
Getzler will act as Chief Restructuring Officer for the period during which
Wells Fargo continues to make revolving advances to the Borrowers in an amount
sufficient to fund their cash flow needs. The Company will be obligated for fees
and expenses to Getzler Henrich in connection with services provided by Mr.
Getzler and his associates. Under the engagement letter, the Company will pay to
Getzler Henrich a fee in the amount of $15,000 per week for the services of Mr.
Getzler as Chief Restructuring Officer and hourly fees for Mr. Getzler's
associates, the aggregate amount of which will not exceed $130,000 for the
initial four-week term under the Engagement Agreement. In addition, Getzler
Henrich will be entitled to a signing bonus in the amount of $200,000.

         During the term of the engagement agreement, payments against accrued
amounts, including the signing bonus, will be made to Getzler Henrich in the
amount of $10,000 each week. All accrued amounts, together with the amount of
$190,000 owed to Getzler Henrich in fees prior to the appointment of Mr.
Getzler, will become due upon specified liquidity events, but no later than
August 31, 2009, or earlier, if the Company is not in compliance under the
engagement agreement. All amounts owed to Getzler Henrich are secured by a
collateral interest in those assets pledged to Wells Fargo, subordinated to the
interest of Wells Fargo. During the term of the engagement agreement, payment of
salaries, fees, perks and expenses to members of the Company's Board of
Directors, including its President and Chief Executive Officer, will be
deferred.

                                       21
<PAGE>

         The Company announced that it has initiated plans to divest Ronson
Aviation. The Company is in the process of procuring purchasers so as to
maximize the value of Ronson Aviation, permit it to satisfy outstanding
indebtedness, including to Wells Fargo, and provide working capital to support
and focus on its consumer products business. The Company's objective is to
consummate a transaction prior to the end of the second quarter, subject to
identifying and reaching agreement with a prospective purchaser, obtaining
shareholder approval and meeting other conditions that may be contained in
definitive documentation once negotiated.

         In 2008 and to date in 2009, the Company has taken steps to reduce its
costs and expenses. Certain salaries to officers were reduced. The Company's
officers accepted reductions in the management incentive compensation totaling
$79,000 related to operating results in 2007 that had been due to be paid in
2008 and $44,000 in management incentive compensation related to operating
results in 2008. In the first quarter of 2009, the Company reduced its workforce
by about 15 persons, or 17% of the Company's staff. The Company reduced certain
of the health benefits provided to its employees, and the Company deferred
payment of the Company's contribution to its defined contribution pension plan.
In addition, certain employees have temporarily assumed payment of costs of
Company vehicles and costs of life and other insurance. All payments to
directors of the Company, including officers who are directors, have been
deferred. The Company continues to review its costs and expenses in order to
implement additional reductions.

         Pending consummation of a transaction, the Company will continue to
effect cost reductions and seek sources of financing, without which the Company
will not be able to fund current operations beyond the forbearance period. The
Company does not have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration. In the event of acceleration of its
indebtedness to Wells Fargo and its outstanding mortgage loans, as a result of
existing defaults, the Company would not have sufficient cash resources to pay
such amounts. There can be no assurance that the Company will be able to obtain
an extension of its arrangements with Wells Fargo, arrange additional financing
or complete its divestiture plans, within its anticipated time frame or on terms
acceptable to it.

         Should the sale of Ronson Aviation be consummated at or near the values
expected by management, the Company will substantially reduce its outstanding
debt and improve working capital. (Refer to Note 16 of the Notes to Consolidated
Financial Statements.) Management believes that the improved financial condition
will allow the Company to support and focus on its consumer products business.
The Company expects that its manufacturing and delivery to customers will return
to prior levels.

er 31, 2008, the Company's subsidiaries had
unused borrowings available at
receivable and inventory at December 31, 2008, the Company's subsidiaries had
unused borrowings available at December 31, 2008, of about $135,000 under the
Wells Fargo line of credit described above, of which approximately $70,000 was
utilized on January 2, 2009 to meet the debt service requirements and fees of
Wells Fargo.

         The Company's results of operations and cash flow in 2009 will be
adversely affected by the lack of working capital. In the first quarter of 2009,
the Company was not consistently able to purchase the materials necessary for
Ronson Consumer Products to meet its customers' orders, and sales have been
adversely affected. The overadvance from Wells Fargo has resulted in
significantly reducing the shortfall in raw materials in the second quarter;
however, sales at Ronson Consumer Products will continue to be adversely
affected in the second quarter. In addition, the Company has incurred
substantial legal and consulting costs related to the Wells Fargo agreement and
the consulting and engagement agreements with Getzler Henrich.

         In the third quarter of 2008, the Company's President and CEO provided
a loan to the Company of $275,000. In the first quarter of 2009, the Company's
President and CEO increased the loan by $25,000 to $300,000.

         The Company's Accounts Receivable were lower at December 31, 2008, as
compared to December 31, 2007, due to the reduced sales in the fourth quarter
2008, described above. The Company's inventory was lower at December 31, 2008,
as compared to December 31, 2007, because of the Company's reduced access to
funds to purchase materials for Ronson Consumer Products.

         Other Current Assets were lower at December 31, 2008, as compared to
December 31, 2007, primarily due to a reduction in prepaid insurance and to
reduced restricted cash

                                       22
<PAGE>

balances. The Company's Other Assets increased at December 31, 2008, as compared
to December 31, 2007, primarily due to increased Deferred Income Tax Assets due
to the Loss before Income Taxes in 2008. The Company's Other Long-term
Liabilities increased at December 31, 2008 as compared to December 31, 2007, due
to the net pension loss in 2008 (refer to Note 6 of Notes to Consolidated
Financial Statements).

         The Company's Capital Expenditures were $1,097,000 in 2007 primarily at
Ronson Aviation for the construction of its new 19,200 sq. ft. hangar. Ronson
Aviation expended a total of approximately $3,285,000 on the new hangar. By
mid-November 2007, Ronson Aviation began utilizing the new hangar and receiving
additional revenues and operating earnings from the new hangar's operations.

         In February 2009, the Company received notice from the Nasdaq Stock
Market that trading in the Company's common stock on the Nasdaq Capital Market
would be suspended on February 27, 2009. The Company does not comply with the
minimum stockholders' equity requirement for continued listing. The Company's
common stock is now traded on the Over-the-Counter Pink Sheets.

         The Company's capital commitments including long-term debt and leases
are discussed more fully in Notes 4 and 5 of the Notes to Consolidated Financial
Statements. A summary of the maturities of contractual obligations and other
commitments is as follows (in thousands):

                                            Payments Due by Period
                            ----------------------------------------------------
Contractual                            Less than   2-3         4-5       After
Obligations                   Total     1 Year     Years      Years     5 Years
                            --------   --------   --------   --------   --------

Long-term debt              $  5,890   $    454   $  2,896   $  2,540   $     --
Capital lease obligations         35         17         18         --         --
Operating leases               1,110        436        477        197         --
Other long-term
    obligations (1)            1,266      1,266         --         --         --
Total contractual
    obligations             $  8,301   $  2,173   $  3,391   $  2,737   $     --

Pension obligations (2)                $    242   $    927   $    558

         (1)      Other long-term obligations include amounts due under an
                  employment agreement, the forbearance fee due to Wells Fargo,
                  and the Chief Restructuring Officer fees and signing bonus.

         (2)      The payments of pension obligations assume necessary required
                  contributions are made annually and that the plan incurs no
                  actuarial or asset gains or losses. No estimate of
                  contributions after five years can be made at this time
                  because actuarial gains and losses cannot be estimated at this
                  time.

         The Company will continue to incur interest expenses related to its
outstanding short-term and long-term debt. In the years ended December 31, 2008,
2007, and 2006, the Company's interest expenses were $671,000, $533,000 and
$476,000, respectively. Management expects its interest expenses (excluding
interest related to capital lease obligations) in the years ending December 31,
2009, through 2012 to be approximately (in thousands):

                       2009                             $553
                       2010-2011 (2 years)              $565
                       2012-2013 (2 years)              $393
                       After 2013                        ---

         The estimated interest payments assume: 1) that the long-term debt and
capitalized lease obligations are repaid according to the maturities with the
mortgage loan amortization adjusted to conform with the revised terms effective
August 12, 2008; 2) the Company's revolving loans will continue through 2012 at
the same terms and at the average balances of 2008; 3) interest rates remain at
the December 31, 2008 levels; and 4) interest expense related to capitalized
lease obligations is excluded because it is included in the table of Contractual
Obligations above. Each of these assumptions is subject to potentially
significant changes based on future conditions and events. The Company expects
that its interest expense will be reduced substantially if and when the sale of
Ronson Aviation is completed.

                                       23
<PAGE>

         The Company has no off-balance sheet financing arrangements other than
the operating leases discussed above, no guarantees of the obligations of
others, and no unconsolidated subsidiaries or special purpose entities.

CRITICAL ACCOUNTING POLICIES

         The Company's consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America which require that certain estimates and assumptions be made that affect
the amounts and disclosures reported in those financial statements and the
related accompanying notes. Actual results could differ from these estimates and
assumptions. Management uses its best judgment in valuing these estimates and
may, as warranted, solicit external professional advice. Estimates are based on
current facts and circumstances, prior experience and other assumptions believed
to be reasonable. The following critical accounting policies, some of which are
impacted significantly by judgments, assumptions and estimates, affect the
Company's consolidated financial statements.

Allowance for Doubtful Accounts

         The preparation of financial statements requires management to make
estimates and assumptions relating to the collectability of accounts receivable.
Management specifically analyzes historical bad debts, customer credit
worthiness, current economic trends and changes in customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts.

Accounting for Sales Incentives

         The Company records sales incentives as a reduction of sales in the
statements of operations. Sales incentives include rebates, consideration and
allowances given to retailers for space in their stores (slotting fees),
consideration and allowances given to obtain favorable display positions in the
retailer's stores and other promotional activity. The Company records these
promotional incentives in the period during which the related product is shipped
to the customer, or when the expense is incurred.

         Estimated sales incentives are calculated and recorded at the time
related sales are made and are based primarily on historical rates and
consideration of recent promotional activities. The Company reviews the
assumptions and adjusts the allowances quarterly. The financial statements could
be materially impacted if the actual promotion costs fluctuate from the standard
rate. The allowances are classified as a reduction of accounts receivable.

Revenue Recognition

         Net Sales are recognized by Ronson Consumer Products on the date of
shipment of the product to domestic customers and on the date title for the
goods has been transferred on shipments to foreign customers, prior to which an
arrangement exists, the price is fixed, and it has been determined that
collectability is reasonably assured.

            Net Sales at Ronson Aviation are recognized on the date of delivery
of the product or service to customers. For aircraft, this occurs at the time
the title for the aircraft has been transferred and the sales proceeds received.
For aircraft fueling, repairs and other aircraft services, delivery occurs only
after an arrangement exists, the price is fixed, and collectability is
reasonably assured.

Inventory Valuations

         Inventories are valued at lower of cost or market determined by the
average cost method. Management regularly reviews inventory for salability and
establishes obsolescence reserves to absorb estimated lower market values. On an
annual basis, the Company takes a physical inventory verifying the units on hand
and comparing its perpetual records to physical counts.

                                       24
<PAGE>

Impairment of Long-Lived Assets

         The Company periodically evaluates whether events or circumstances have
occurred that indicate long-lived assets may not be recoverable or that the
remaining useful life may warrant revision. When such events or circumstances
are present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value will be recovered through the estimated
undiscounted future cash flows resulting from the use of the asset. In the event
the sum of the estimated undiscounted future cash flows is less than the
carrying value of the asset, an impairment loss equal to the excess of the
asset's carrying value over its fair value is recorded.

Other Loss Accruals

         The Company has a number of other potential loss exposures incurred in
the ordinary course of business such as environmental claims, product liability
claims, and litigation costs. Establishing accruals for these matters required
management's estimate and judgment with regard to maximum risk exposure and
ultimate liability or realization. As a result, these estimates are often
developed with the Company's counsel, or other appropriate advisors, and are
based on management's current understanding of the underlying facts and
circumstances. Certain loss exposures, such as the Company's potential liability
for environmental costs at the former property of Prometcor (now discontinued),
can only be estimated as a range of potential costs. Because of uncertainties
related to the ultimate outcome of these issues or the possibility of changes in
the underlying facts and circumstances, additional charges related to these
issues could be required in the future.

Pension Plans

         The valuation of our pension plans requires the use of assumptions and
estimates that are used to develop actuarial valuation of expenses, assets and
liabilities. These assumptions include discount rates, investment returns, and
mortality rates. The actuarial assumptions used in the Company's pension
reporting are reviewed annually by management and the Company's independent
actuary and compared with external benchmarks to ensure that they accurately
account for the Company's future pension obligations. Changes in assumptions and
future investment returns could potentially have a material impact on pension
expenses and related funding requirements.

Accounting for Income Taxes

         The Company assesses the need for a valuation allowance against
deferred tax assets by considering future taxable income and ongoing prudent and
feasible tax planning strategies. Should management determine that the Company
would not be able to realize all or part of its deferred tax assets in the
future, an adjustment to the valuation allowance against the deferred tax assets
would be charged to income in the period such determination was made.

 Recent Accounting Pronouncements

         In September 2006, the Financial Accounting Standards Board (FASB)
issued SFAS No. 157, Fair Value Measurements,("SFAS No. 157") which defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. The
provisions of SFAS No. 157 related to financial assets and financial liabilities
were effective during 2008. With respect to certain nonfinancial assets and
nonfinancial liabilities, SFAS No. 157 is effective for fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years. The
Company does not expect that the adoption of SFAS No. 157 with respect to
nonfinancial assets and nonfinancial liabilities will have a material impact on
its consolidated financial statements.

         In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements. SFAS No. 141(R)

                                       25
<PAGE>

requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed and any non-controlling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statements, consolidated net income should be adjusted to
include the net income attributed to the non-controlling interest and
consolidated comprehensive income shall be adjusted to include the comprehensive
income attributed to the non-controlling interest. The calculation of earnings
per share will continue to be based on income amounts attributable to the
parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements
issued for fiscal years beginning after December 15, 2008. Early adoption of
SFAS No. 141(R) or SFAS No. 160 is prohibited. The Company does not expect that
the adoption of SFAS No. 141(R) or SFAS No. 160 with respect to nonfinancial
assets and nonfinancial liabilities will have a material impact on its
consolidated financial statements.

         In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities. SFAS No. 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company does not expect that the adoption of SFAS
No. 161 will have a material impact on its consolidated financial statements.

         In April 2008, the FASB issued FSP FAS 142-3, Determination of the
Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to
improve the consistency between the useful life of a recognized intangible asset
under FSP FAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS No. 141(R) and other generally accepted accounting
principles. FSP FAS 142-3 is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2008. The Company has
not yet determined the effect on its consolidated financial statements, if any,
that will occur upon adoption of FSP FAS 142-3.

         In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally
Accepted Accounting Principles. SFAS No. 162 identifies the sources of
accounting principles and provides entities with a framework for selecting the
principles used in preparation of financial statements that are presented in
conformity with GAAP. The current GAAP hierarchy has been criticized because it
is directed to the auditor rather than the entity, it is complex, and it ranks
FASB Statements of Financial Accounting Concepts, which are subject to the same
level of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company's consolidated financial statements.

         In October 2008, the FASB issued Emerging Issues Task Force ("EITF")
08-6 Equity Method Investment Accounting Considerations, which addresses how the
initial carrying value of an equity method investment should be determined, how
an impairment assessment of an underlying indefinite-lived intangible asset of
an equity method investment should be performed, and the proper accounting of an
equity method investee's issuance of shares. The Company's management believes
that this will not have a material impact on the Company's consolidated
financial statements.

         Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial
statements upon adoption.

                                       26
<PAGE>

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

         The Company is exposed to changes in prevailing market interest rates
affecting the return on its investments, but does not consider this interest
rate market risk exposure to be material to its financial condition or results
of operations. The Company invests primarily in highly liquid debt instruments
with strong credit ratings and very short-term (less than 90 days) maturities.
The carrying amount of these investments approximates fair value.

         All of the Company's Short-term Debt ($1,747,000 at December 31, 2008)
carries a variable rate of interest, and, therefore, the carrying value of the
Short-term Debt approximates fair value. The Company's outstanding Long-term
Debt as of December 31, 2008, consisted of indebtedness in the amount of
$2,320,000 with a fixed rate of interest which is not subject to change based
upon changes in prevailing market interest rates. Of the Long-term Debt with
fixed interest rates, the $2,133,000 mortgage loan carries a fixed rate of
10.00% as of April 1, 2009. Based on the Company's average borrowings with
variable interest rates during 2008 and assuming a one percentage point change
in average interest rates, it is estimated that the Company's interest expense
during 2008 would have increased or decreased by approximately $44,000.

         The Company is also exposed to changes in foreign currency exchange
rates due to its investment in its Canadian subsidiary, Ronson-Canada and
because approximately 10% of its Consolidated Net Sales were in Canada. As of
December 31, 2008, the Company's net investment in Ronson-Canada was
approximately $265,000. Because the Company's foreign currency exchange exposure
is limited to one relatively stable currency and the relatively small size of
its net investment in Ronson-Canada, the Company does not consider this foreign
currency exchange exposure to be material to its financial condition and results
of operations. The cumulative effect of translating balance sheet accounts from
the Canadian dollars into the US dollars at the current exchange rate is
included in Accumulated Other Comprehensive Loss in the Consolidated Balance
Sheets.

         The Company, due to the nature of its operations, is also exposed to
changes in the prices of fuels. In the years ended December 31, 2008 and 2007,
the Company's cost of fuels included in its consumer products and its cost of
aircraft fuel totaled approximately $6,683,000 and $5,486,000, respectively, or
approximately 30% and 28% of Cost of Sales in the years ended December 31, 2008
and 2007, respectively. The prices of the fuels fluctuate more or less in
conjunction with oil prices. An increase or decrease of 1% in the average cost
of the Company's fuels would have increased or decreased the Company's Cost of
Sales by approximately $67,000 in 2008. Cost of fuels also impacts the cost of
various other components used in the Company's products. Increases in the price
of fuels, to the extent the Company is not able to increase the prices of its
products to its customers, could have an adverse impact on the Company's results
of operations.

         Under its current policies, the Company does not use derivative
financial instruments, derivative commodity instruments or other financial
instruments to manage its exposure to changes in interest rates, foreign
currency exchange rates, commodity prices or equity prices.


Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

         Financial statements required by this item are included in Item 15.

                                       27
<PAGE>

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

         The following table sets forth certain unaudited quarterly consolidated
financial information for each of the two years in the period ending December
31, 2008:

(Dollars in thousands, except per share amounts)

                                    First    Second   Third    Fourth   Total
                                    Quarter  Quarter  Quarter  Quarter  Year
                                    --------------------------------------------
Year ended December 31, 2008
----------------------------
Net sales                           $6,596   $6,715   $5,455   $5,421   $24,187
Gross profit (a)                    $1,799   $1,816   $1,115   $  929   $ 5,659
Net loss                            $ (261)  $ (238)  $ (487)  $ (666)  $(1,652)
Diluted loss per share              $(0.05)  $(0.05)  $(0.10)  $(0.13)  $ (0.32)
Other income (expense) included
 in net loss (b), (c)               $    -   $  (87)  $    -   $    -   $   (87)


                                    First    Second   Third    Fourth   Total
                                    Quarter  Quarter  Quarter  Quarter  Year
                                    --------------------------------------------
Year Ended December 31, 2007
----------------------------
Net sales                           $6,097   $6,543   $6,606   $7,000   $26,246
Gross Profit (a)                    $1,939   $1,850   $1,806   $2,130   $ 7,725
Net loss                            $  (92)  $ (245)  $ (198)  $  (62)  $  (597)
Diluted loss per share              $(0.02)  $(0.05)  $(0.04)  $(0.01)  $ (0.12)
Other income (expense) included
 in net loss (b), (d)               $   21   $    5   $  (37)  $   (6)  $   (17)

(a) Net Sales, less Cost of Sales, less a portion of Depreciation and
Amortization.
(b) Items are presented net of income tax effect.
(c) The cost included in the second quarter of 2008 was the charge recognized
due to the Company's refinancing of former loans.
(d) The costs included in the 2007 quarters were the legal fees incurred as a
result of the derivative action and a second lawsuit filed by the same
shareholder, net of related insurance reimbursements.

Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ----------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         There were no disagreements with accountants in the years ended
December 31, 2008, 2007 and 2006.

Item 9A(T) - CONTROLS AND PROCEDURES
             -----------------------

         a) Evaluation of Disclosure Controls and Procedures. The Company's
Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the
period covered by this annual report. Based on such evaluation, such officers
have concluded that, as of the end of the period covered by this annual report,
the Company's disclosure controls and procedures were adequate, are designed to
ensure that material information related to the Company (including its
consolidated subsidiaries) would be made known to the above officers, are
effective and provide reasonable assurance that they will meet their objectives.

         Management's Report on Internal Control over Financial Reporting

         Management is responsible for establishing and maintaining adequate
internal control over financial reporting. A company's internal control over
financial reporting

                                       28
<PAGE>

is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

         The Company's management, including the CEO and CFO, does not expect
that our Disclosure Controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake. The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.

         Management, including the CEO and CFO, has conducted an evaluation of
the effectiveness of the Company's internal control over financial reporting as
of December 31, 2008, based on the criteria for effective internal control
described in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organization of the Treadway Commission. Based on its assessment,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2008.

         This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.

         This report shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject the liabilities of
that section, and is not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

         b) Changes in Internal Controls. There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls in the last fiscal quarter or subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Item 9B - OTHER INFORMATION
          -----------------

         None.

                                       29
<PAGE>

                                    PART III

Item 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
          ------------------------------------------------------

(a)      Identification of directors.

         The following table indicates certain information about the Company's
         seven (7) directors:
<TABLE>
<CAPTION>
                                                                                    Positions and Offices with Company Presently
                                                     Period          Term as        Held (other than that of Director); Business
                                                     Served as       Director       Experience During Past Five Years (with Company
Name of Director                           Age       Director        Expires        unless otherwise noted)
----------------                           ---       --------        -------        ------------------------------------------------
<S>                                        <C>       <C>             <C>            <C>
Louis V. Aronson II .....                  86        1952-           2011           President & Chief Executive Officer; Chairman
                                                     Present                        of Executive Committee.

John H. Bess ...........                   57        Nov             2011           Member of the Audit Committee; CEO of John
                                                     2008-                          Bess, LLC, the principal business of which
                                                     Present                        is investing in or advising small and
                                                                                    emerging companies, 2008 to present; Group
                                                                                    President, Northlich, Inc., the principal
                                                                                    business of which is advertising/public
                                                                                    relations and brand strategy/innovation
                                                                                    consulting, 2005 to 2007; IBM Business
                                                                                    Consulting Services/PricewaterhouseCoopers
                                                                                    LLP, assisting clients in corporate and
                                                                                    transformational strategy, 1999 to 2005;
                                                                                    President & Chief Operating Officer,
                                                                                    International Home Foods, Inc., the
                                                                                    principal business of which was food
                                                                                    manufacturing and marketing, 1997 to 1998;
                                                                                    Procter and Gamble Company, 1975 to 1996 -
                                                                                    Vice President & Managing Director,
                                                                                    Worldwide Strategic Planning - Hair Care
                                                                                    Products, 1995 to 1996; Vice President and
                                                                                    General Manager, U.S. Oral Products, 1993 to
                                                                                    1995; Vice President & General Manager, U.S.
                                                                                    Dish Care Products, 1989 to 1993;
                                                                                    Advertising Manager, U.S. Disposable
                                                                                    Diapers, 1987 to 1989; Associate Advertising
                                                                                    Manager, U.S. Beauty Care Division, 1983 to
                                                                                    1987; Assistant Brand Manager/Brand Manager,
                                                                                    1975 to 1983. Member of Dean's Executive
                                                                                    Advisory Board, New York University's Stern
                                                                                    School of Business, 2007 to Present.


                                       30
<PAGE>

Barbara L. Collins ......                  55        2004-Present    2009           Member of Compensation Committee; Nominating
                                                                                    Committee  and Audit Committee; President and
                                                                                    CEO of The Whistling Elk, Chester, NJ, the
                                                                                    principal business of which is home furnishing
                                                                                    and interior decorating, 1990 to present; Vice
                                                                                    President of Human Resources of Van Heusen
                                                                                    Retail Division of Phillips-Van Heusen
                                                                                    Corporation, the principal business of which is
                                                                                    retail apparel, 1986 to 1990.

Edward E. David, Jr. ....                  84        2005-Present    2009           Chairman of the Audit Committee, Member of
                                                                                    the Nominating Committee and Compensation
                                                                                    Committee, Principal and Vice President,
                                                                                    Treasurer, The Washington Advisory Group,
                                                                                    1997 to 2004; President, Exxon Research and
                                                                                    Engineering, the principal business of which
                                                                                    is research, development, engineering and
                                                                                    technical service for Exxon Corporation,
                                                                                    1977 to 1985; Executive Vice President R&D
                                                                                    and Planning, Gould, Inc. 1973 to 1977;
                                                                                    Science Advisor to the President of the
                                                                                    United States, 1970-1973; Executive
                                                                                    Director, Research, Bell Telephone
                                                                                    Laboratories, 1950-1970; Life Member MIT
                                                                                    Corporation, Member of Executive Committee,
                                                                                    1974 to present.

Erwin M. Ganz ...........                  79        1976-Present    2010           Treasurer & Assistant Secretary, 2006 to
                                                                                    present; Member of Executive Committee;
                                                                                    Consultant for the Company, 1994 to 2005;
                                                                                    Executive Vice President-Industrial Operations,
                                                                                    1975 to 1993; Chief Financial Officer, 1987 to
                                                                                    1993.

Gerard J. Quinnan .......                  80        1996-Present    2009           Member of Compensation Committee, Executive
                                                                                    Committee and Nominating Committee;
                                                                                    Consultant for the Company, 1990 to present,
                                                                                    Vice President-General Manager of Ronson
                                                                                    Consumer Products Corporation, 1981 to
                                                                                    1990.

Justin P. Walder ........                  73        1972-Present    2010           Secretary; Assistant Corporation Counsel;
                                                                                    Member of Executive Committee; Principal in
                                                                                    Walder, Hayden & Brogan, P.A., Attorneys at
                                                                                    Law, Roseland, NJ.
</TABLE>

         No director also serves as a director of another company registered
under the Securities Exchange Act of 1934, except for Dr. David who serves as a
director of DeCorp, Medjet, Inc., and Spacehab, Inc.

                                       31
<PAGE>

(b)      Identification of executive officers.

         The following table sets forth certain information concerning the
executive officers of the Company, each of whom is serving a one-year term of
office, except Mr. Louis V. Aronson II, who is a party to an employment contract
with the Company which expires on December 31, 2009:

<TABLE>
<CAPTION>
                                                        Period Served                Positions and Offices with Company;
Name                                    Age             as Officer                           Family Relationships
----                                    ---             ----------              ---------------------------------------------
<S>                                     <C>             <C>                     <C>
Louis V. Aronson II ....                86              1953 - Present          President & Chief Executive Officer; Chairman
                                                                                of the Executive Committee; Director.

Erwin M. Ganz ..........                79              2006 - Present          Treasurer & Assistant Secretary; Director;
                                                                                No family relationship.

Joel Getzler ...........                47              April 2009 - Present    Chief Restructuring Officer; No family
                                                                                relationship

Daryl K. Holcomb .......                58              2006 - Present          Vice President, Chief Financial Officer &
                                                                                Controller;
                                                        1996 - 2005             Vice President, Chief Financial Officer,
                                                                                Controller & Treasurer;
                                                        1993 - 1996             Chief Financial Officer, Controller &
                                                                                Treasurer;
                                                        1988 - 1993             Controller & Treasurer;
                                                                                No family relationship.

Justin P. Walder .......                73              1989 - Present          Secretary;
                                                        1972 - Present          Assistant Corporation Counsel;
                                                                                Director; No family relationship.
</TABLE>

         Messrs. L.V. Aronson and Holcomb have been employed by the Company in
an executive capacity for at least the five-year period immediately preceding
the date hereof. Mr. Walder has been Secretary, Assistant Corporation Counsel
and Director of the Company and a principal in Walder, Hayden & Brogan, P.A.,
Attorneys at Law, for at least the five-year period preceding the date hereof.
Mr. Ganz has been a consultant to the Company and others from 1994 to 2005. Mr.
Ganz was Executive Vice President - Industrial Operations for the Company from
1975 to 1993. Mr. Getzler is Vice Chairman of Getzler Henrich & Associates LLC
("Getzler Henrich") and has been with that firm since 1990. Getzler Henrich is a
corporate turnaround and restructuring firm.

(c)      Section 16(a) Beneficial Ownership Reporting Compliance.

         Under Securities and Exchange Commission ("SEC") rules, the Company is
required to review copies of beneficial ownership reports filed with the Company
which are required under Section 16(a) of the Exchange Act by officers,
directors and greater than 10% beneficial owners. Based solely on the Company's
review of forms filed with the Company, the Company believes no information is
required to be reported under this item.

(d)      Code of ethics.

         The Company has adopted a code of ethics entitled, Standards of
Integrity, applicable to it and all its subsidiaries. The Standards of Integrity
are an integral part of the Company's business conduct compliance program and
embody the commitment of the Company and its subsidiaries to conduct operations
in accordance with the highest legal and ethical standards. A copy of the
Standards of Integrity may be obtained

                                       32
<PAGE>

without charge upon written request to: Investor Relations, Ronson Corporation,
P.O. Box 6707, Somerset, NJ 08875-6707.

(e)      Material changes in procedures by which security holders may recommend
         nominees to the Company's Board of Directors:

         None.

(f)      Audit Committee.

         The Audit Committee of the Board of Directors reports to the Board
regarding the appointment of the Company's independent public accountants, the
scope and results of its annual audits, compliance with accounting and financial
policies and management's procedures and policies relative to the adequacy of
internal accounting controls.

         The Company's Board of Directors has adopted a written charter for the
Audit Committee which can be found on the investor relations page of the
Company's website www.ronsoncorp.com.

         The Audit Committee consists of three independent directors: Messrs.
David (Chairman), and Bess, and Ms. Collins. Each member of the Audit Committee
is an independent director, as independence is defined in the listing standards
of the NASDAQ relating to audit committee members. Each member of the Audit
Committee is "financially literate" as required by NASDAQ rules. The Board of
Directors has determined that Dr. David, the Audit Committee Chairman, is an
"audit committee financial expert" as defined by regulations adopted by the
Securities and Exchange Commission and meets the qualifications of "financial
sophistication" in accordance with NASDAQ rules. Stockholders should understand
that these designations related to our Audit Committee members' experience and
understanding with respect to certain accounting and auditing matters do not
impose upon any of them any duties, obligations or liabilities that are greater
than those generally imposed on a member of the Audit Committee or of the Board.

Item 11 - EXECUTIVE COMPENSATION
          ----------------------

COMPENSATION DISCUSSION AND ANALYSIS

         The Compensation Committee is responsible for making recommendations to
the Board regarding the executive compensation program.

         The program covers the named executive officers, all other executive
officers and other key employees. The program has three principal components:
base salary, annual cash incentives under the Company's Management Incentive
Plan ("MIP"), and stock options under the Company's Incentive Stock Option Plan
("ISO Plan"). Mr. Aronson's base salary is determined by the terms of his
employment contract dated November 24, 2003, which became effective on January
1, 2005, except for the reductions which have been offered and accepted from
time to time by Mr. Aronson. The employment contract dated November 24, 2003,
was preceded by an employment contract dated September 21, 1978, amended from
time to time through September 19, 2001. The expiration date of the prior
contract, as amended, was December 31, 2004. The amendments to Mr. Aronson's
prior employment contract and the reductions offered by him and accepted by the
Company from time to time have been reviewed and approved by the Compensation
Committee and the Board.

         Mr. Aronson's employment contract provides for an increase in his base
salary of 3.5% on January 1 of each year of the contract, subject to the Company
reporting operating earnings in the year prior to the increase. Mr. Aronson
waived the 3.5% increase due under the terms of the employment contract on each
of January 1, 2005, 2006, 2007, and 2008. In addition, Mr. Aronson, along with
several other employees and consultants with earnings over $100,000, accepted a
7% reduction in base salary on October 1, 2005. Effective November 16, 2007, Mr.
Aronson accepted a 5% reduction in base salary, employees earning from $105,000
to $200,000 received a 4% reduction, and employees earning from $80,000 to
$105,000 received a 3% reduction. These November 2007 reductions were reversed
on April 1, 2008, with the exception of Mr. Aronson's reduction,

                                       33
<PAGE>

which remained. In the first quarter of 2009, Mr. Aronson offered and accepted
reductions totaling about 12% and several other employees accepted reductions of
lesser percentages. Effective on April 1, 2009, the 2009 reductions for those
employees who are not directors were reversed, in accordance with the engagement
agreement with Getzler Henrich, discussed in Item 7 above.

         The Compensation Committee and the Board also reviewed and approved the
salaries of all of the other executive officers. Prior to the beginning of the
fiscal year, the Compensation Committee and the Board reviewed and approved
which employees participate in the Company's MIP and the criteria which will
determine the cash awards under the plan to the participants after the close of
the fiscal year. The Compensation Committee and the Board also reviewed and
approved all earned awards under the Company's ISO Plans. In the fourth quarter
of 2008, the officers of Ronson Aviation waived a portion (about $79,000) of the
management incentive compensation related to Ronson Aviation earned in 2006 and
payable in 2007, but not yet paid (Mr. Aronson, 100% or $34,384, Mr. Holcomb,
50% or $6,877, and Mr. Ganz, 50% or $9,169). Also, these officers waived
comparable percentages of the management incentive compensation related to
Ronson Aviation earned in 2008 (Mr. Aronson, $19,698, Mr. Holcomb $3,940, and
Mr. Ganz, $5,253).

         Also in accordance with the engagement agreement with Getzler Henrich,
all payments to directors, including Mr. Aronson, Mr. Ganz, and Mr. Walder, who
are also officers of the Company, have been deferred.

         The base salaries are intended to meet the requirements of the
employment contract in effect for Mr. Aronson and to fairly compensate all the
officers of the Company for the effective exercise of their responsibilities,
their management of the business functions for which they are responsible, their
extended period of service to the Company and their dedication and diligence in
carrying out their responsibilities for the Company and its subsidiaries. In
2007 and prior years, the Compensation Committee and the Board, after review,
have approved increases to the other executive officers.

         The Company's MIP is based on the financial performance of the
Company's subsidiaries and is adopted annually, after review, for the ensuing
year by the Board and its Compensation Committee. Each year the Compensation
Committee and the Board set the formula for determining incentive compensation
under the MIP for the Company and each subsidiary based upon (1) the amount net
sales of each subsidiary exceed thresholds established by the Compensation
Committee and the Board and (2) pretax profits of each subsidiary as a percent
of net sales. The Compensation Committee and the Board determines who of the
Company's and its subsidiaries' key employees are eligible to participate in the
MIP and what each employee's level of participation may be. The thresholds set
by the Compensation Committee and the Board must be met by the end of the fiscal
year in order for each eligible employee to receive an earned award under the
MIP for that year.

         The stock options granted under the Company's ISO Plan are designed to
create a proprietary interest in the Company among its executive officers and
other key employees and reward these executive officers and other key employees
directly for appreciation in the long-term price of the Company's common stock.
The ISO Plan directly links the compensation of executive officers and other key
employees to gains by the stockholders and encourage the executive officers,
directors, and other key employees to adopt a strong stockholder orientation in
their work. In 2008 options to purchase 20,000 shares of the Company's common
stock were granted to key employees of the Company (none to executive officers).

COMPENSATION COMMITTEE REPORT

         The Compensation Committee has reviewed and discussed the above
Compensation Discussion and Analysis with management, and, based on the review
and discussions, has

                                       34
<PAGE>

recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Company's 2008 annual report on Form 10-K.

         Compensation Committee:
         Barbara L. Collins
         Edward E. David, Jr.
         Gerard J. Quinnan


                           SUMMARY COMPENSATION TABLE

         The Summary Compensation Table presents compensation information for
the years ended December 31, 2008, 2007, and 2006, for the Chief Executive
Officer, Chief Financial Officer, and the other executive officers of the
Company whose total compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                              Incentive
                                                                              Non-Equity
                                                                             Compensation          All Other
Name and Principal                                        Salary                 Plan             Compensation
    Position                            Year                ($)                 ($)(1)             ($)(2)(3)         Total
<S>                                     <C>              <C>                    <C>      <C>       <C>              <C>
Louis V. Aronson II                     2008             $544,341               $    --  (4)       $ 72,637         $616,978
  President & Chief                     2007              569,410                    --  (4)         73,388          642,798
  Executive Officer                     2006              572,991                53,040              82,154          708,185 (6)

Daryl K. Holcomb                        2008             $161,320               $ 3,940  (4)       $ 12,406         $177,715
  Vice President,                       2007              162,185                 6,877  (4,5)       12,383          181,445
  Chief Financial                       2006              158,100                19,159              11,698          188,957
  Officer & Controller

Erwin M. Ganz                           2008             $ 69,867               $ 5,253  (4)       $ 20,810         $ 95,930
  Treasurer and                         2007               90,758                 9,169  (4,5)       20,756          120,683
  Assistant Secretary                   2006               88,350                21,400              20,965          130,715
</TABLE>

Footnotes
---------

     1)  The non-equity incentive compensation - Management Incentive Plan
         ("MIP") results from the attainment by the Company's operating
         subsidiaries of certain levels of net sales and profits before taxes.

     2)  In 2008, All Other Compensation included perquisites and other personal
         benefits (Mr. Aronson, $25,176, Mr. Holcomb, $7,080, and Mr. Ganz,
         $2,974), matching credits by the Company under its Employees' Savings
         Plan (Mr. Aronson, $4,500, Mr. Holcomb, $3,515, and Mr. Ganz, $1,718),
         and life insurance premiums (Mr. Aronson, $42,962, Mr. Holcomb, $1,811,
         and Mr. Ganz, $16,118).

     3)  The types of perquisites and other personal benefits provided to the
         named executive officers include personal use of Company-owned autos,
         long-term care insurance for Mr. Aronson and Mr. Holcomb, and an
         expense allowance for Mr. Aronson (that was terminated on September 30,
         2006 at Mr. Aronson's request).

                                       35
<PAGE>

     4)  The named executive officers waived portions of their incentive
         compensation earned in 2008 and 2007, as follows:

                               %                Amount Waived
                               -                -------------
                            Waived            2008          2007       Total
                            ------            ----          ----       -----

         Mr. Aronson         100%           $19,698       $34,384     $54,082
         Mr. Holcomb          50%           $ 3,940       $ 6,877     $10,817
         Mr. Ganz             50%           $ 5,253       $ 9,169     $14,422

     5)  In order to conserve its cash resources in 2008, the Company has not
         yet paid the incentive compensation earned in 2007 and due in 2008.

     6)  The total compensation in 2006 for Mr. Aronson would have been reduced
         to $609,014 on the basis that the total compensation reflected the
         reduction of deferred vacation pay of $99,171, value of the deferred
         vacation pay volunteered to be waived by Mr. Aronson in the third
         quarter of 2006.

     7)  No salaried employees of the Company accrue any benefits under the
         Company's defined benefit pension plan, and therefore, the Change in
         Pension Value column of the table is not applicable.

2008 GRANTS OF PLAN BASED AWARDS
--------------------------------

         No stock options were granted under the Company's stock option plans to
named executive officers.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008
----------------------------------------------
    None

2008 OPTION EXERCISES
---------------------

    None


2008 PENSION BENEFITS
---------------------
<TABLE>
<CAPTION>
                                                                      Number of
                                                                        Years            Present
                                                                      Credited           Value of
                                                                      Service           Accumulated             Payments During
         Name (1)                          Plan Name                     (#)            Benefit ($)                2008 ($)
-----------------------------   --------------------------------    -------------    --------------------    ----------------------
<S>                             <C>                                 <C>                   <C>                       <C>
Erwin M. Ganz                   Ronson Corporation Retirement       24 (2)                $411,363                  $48,605
                                Plan
</TABLE>

Footnotes
---------

     (1)    No other named executive officer is a participant in the Company's
            defined benefit pension plan.

     (2)    The credited service for Mr. Ganz is the period from the inception
            of the retirement plan to June 30, 1985, the date the benefit
            accruals were frozen.

                                       36
<PAGE>

2008 NON-QUALIFIED DEFERRED COMPENSATION
----------------------------------------

<TABLE>
<CAPTION>
                                 Executive              Registrant          Aggregate          Aggregate            Aggregate
                              Contributions in       Contributions in      Earnings in        Withdrawals/          Balance at
                                    2008                   2008               2008           Distributions       December 31, 2008
           Name                     ($)                     ($)                ($)                ($)                   ($)
-------------------------    -------------------    ------------------   ----------------   ----------------    ------------------
<S>                                 <C>                     <C>                <C>                    <C>             <C>
Louis V. Aronson II                  --                     --                 --                -- (2)             $26,447 (1)

</TABLE>

Footnotes
---------

    (1)     The deferred compensation for Mr. Aronson represents earned, but not
            taken, vacation time which was earned in years prior to 1990.

    (2)     In the third quarter of 2006, Mr. Aronson voluntarily waived earned
            vacation time, amounting to $99,171, that had not been taken by Mr.
            Aronson.

COMPENSATION OF DIRECTORS

            Directors who are not officers of the Company receive an annual fee
of $10,000 and, in addition, are compensated at the rate of $750 for each
regular meeting and $450 for each telephonic meeting of the Company's Board of
Directors actually attended and $450 for each meeting of a Committee of the
Company's Board of Directors actually attended. Independent directors, as
defined under NASDAQ Listing Requirements, receive an additional annual fee of
$1,000 as compensation for separate meetings of the independent directors.
Officers receive no compensation for their services on the Board or on any
Committee. Effective March 1, 2009, the fees earned by Directors have been
reduced to the following:
            Annual Directors' fees                              $5,000
            Board of Directors meeting attended                 $  500
            Telephonic Board of Directors meeting attended      $  350
            Committee meeting attended                          $  350
            Telephonic Committee meeting attended               $  200
            Independent Director meetings                       $   --

2008 DIRECTOR COMPENSATION
--------------------------
<TABLE>
<CAPTION>
                                                                                  Amounts
                            Fees Earned or                                       Unpaid at
                             Paid in Cash       All Other                        12/31/08
Name                              ($)        Compensation ($)      Total ($)      (1) ($)
------------------------    --------------   ----------------     ----------    -----------
<S>                             <C>                  <C>              <C>           <C>
Barbara L. Collins              15,650                --            15,650        11,350
Edward E. David, Jr.            15,650                --            15,650        11,350
I. Leo Motiuk                   12,955                --            12,955         8,655
Gerard J. Quinnan               15,200            21,375 (2)        36,575        11,350
John H. Bess                     2,245                --             2,245         2,245
Justin P. Walder                    --            67,632 (3)        67,632            --
</TABLE>

Footnotes
---------

   (1)   In accordance with the engagement agreement with Getzler Henrich
         discussed in Item 7 above, all payments to Directors have been
         deferred.
   (2)   Mr. Quinnan received fees for consulting services at a specified daily
         rate.
   (3)   Mr. Walder received compensation in 2008 as the Company's Secretary and
         Assistant Corporation Counsel as follows: salary $62,478, matching
         credits by

                                       37
<PAGE>

         the Company under its Employee's Savings Plan, $1,250, and life
         insurance premiums, $3,904.

             EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
                         CHANGE-IN-CONTROL ARRANGEMENTS

         On November 24, 2003, the Company and Mr. Aronson entered into a new
employment agreement which became effective upon the December 31, 2004
expiration of the existing agreement. This agreement, as amended on May 17,
2007, provides for a term expiring on December 31, 2009, and provides for the
payment of a base salary which is to be increased 3.5% as of January 1 of each
year beginning in 2005, subject to the Company reporting operating earnings in
the year prior to each increase. Mr. Aronson waived the 3.5% increases due on
January 1, 2005, on January 1, 2006, on January 1, 2007, and on January 1, 2008.
Effective October 1, 2005, Mr. Aronson offered and accepted a 7% reduction in
his base salary provided for by the terms of his employment contract. Also, on
November 16, 2007, Mr. Aronson offered and accepted a 5% reduction in his base
salary. Both the existing and new contracts also provide that the Company shall
reimburse Mr. Aronson for reported expenses incurred on behalf of the Company,
provide him with an automobile, and pay a death benefit equal to two years'
salary. The Company has purchased term insurance, for which the Company is the
sole beneficiary, to provide coverage for a substantial portion of the potential
death benefit. Under the employment contract, Mr. Aronson's full compensation
will continue in the event of Mr. Aronson's disability for the duration of the
agreement or one full year, whichever is later. The employment contracts also
provide that if, following a Change-in-Control (as defined in the employment
contract), Mr. Aronson's employment with the Company terminated under prescribed
circumstances as set forth in the employment contract, the Company will pay Mr.
Aronson a lump sum equal to the base salary (including the required increases in
base salary) for the remaining term of the employment contract.

         On March 30, 2009, the Company retained Joel Getzler, of Getzler
Henrich, as Chief Restructuring Officer, with responsibility for operations,
finance, accounting and related administrative issues, subject to the authority
and reporting to the Company's Board of Directors. Getzler Henrich is a
corporate turnaround and restructuring firm which, in addition to its
operational restructuring focus, is experienced in restructuring, lender/credit
relationship management and financing. Mr. Getzler, age 47, has been with
Getzler Henrich since 1990, and acts as Vice Chairman of that firm. Mr. Getzler
will act as Chief Restructuring Officer for the period during which Wells Fargo
continues to make revolving advances to the Borrowers in an amount sufficient to
fund their cash flow needs. The Company may terminate Mr. Getzler's appointment
upon two business days' notice, and Getzler Henrich may terminate the
appointment in the event the Company breaches its agreement with Getzler Henrich
entered into on March 30, 2009, which supplements the Company's earlier
consulting agreement with that firm (collectively, the "Engagement Agreement"),
or upon such earlier date allowed under the Engagement Agreement.

         The Company will be obligated for fees and expenses to Getzler Henrich
in connection with services provided by Mr. Getzler and his associates. Under
the Engagement Letter, the Company will pay to Getzler Henrich a fee in the
amount of $15,000 per week for the services of Mr. Getzler as Chief
Restructuring Officer and hourly fees for Mr. Getzler's associates included
under the Engagement Agreement, the aggregate amount of which will not exceed
$130,000 for the initial four-week term under the Engagement Agreement. In
addition, Getzler Henrich will be entitled to a signing bonus in the amount of
$200,000.

         During the term of the Engagement Agreement, payments against accrued
amounts, including the signing bonus, will be made to Getzler Henrich in the
amount of $10,000 each week. All accrued amounts, together with the amount of
$190,000 owed to Getzler Henrich in fees prior to the appointment of Mr.
Getzler, will become due upon specified liquidity events, but no later than
August 31, 2009, or earlier if the Company is not in compliance under the
Engagement Agreement. All amounts owed to Getzler Henrich are secured by a
collateral interest in those assets pledged to Wells Fargo, subordinated to the
interest of Wells Fargo. During the term of the Engagement Agreement, payment of
salaries,

                                       38
<PAGE>

fees, perks and expenses to members of the Company's Board of Directors,
including its President and Chief Executive Officer, will be deferred.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

            None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
Equity Compensation Plan Information
--------------------------------------------------------------------------------------
                                                                       Number of
                                                                       Securities
                                                                  Remaining Available
                              Number of                           for Future Issuance
                           Securities to be                           Under Equity
                             Issued upon       Weighted-Average    Compensation Plans
                             Exercise of      Exercise Price of        (Excluding
                             Outstanding         Outstanding           Securities
                          Options, Warrants   Options, Warrants   Reflected in Column
     Plan Category            and Rights          and Rights             (a) )
--------------------------------------------------------------------------------------
                                 (a)                  (b)                 (c)
--------------------------------------------------------------------------------------
<S>                             <C>                 <C>                  <C>
Equity compensation             25,513              $0.754               49,184
plans approved by
security holders

Equity compensation              None                N/A                  None
plans not approved
by security holders

Total                           25,513              $0.754               49,184
</TABLE>

Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND
          -------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS
          ---------------------------

(a)      Security ownership of certain beneficial owners.

         Set forth below are the persons who, to the best of management's
knowledge, own beneficially more than five percent of any class of the Company's
voting securities, together with the number of shares so owned and the
percentage which such number constitutes of the total number of shares of such
class presently outstanding:

                                       39
<PAGE>
<TABLE>
<CAPTION>

      Name and Address
       of Beneficial                     Title of         Beneficially          Percent of
           Owner                           Class             Owned                Class
-----------------------------------    ------------    ------------------     -------------
<S>                                      <C>              <C>                 <C>
Louis V. Aronson II                       Common          1,428,353 (1)         28.07% (1)
Campus Drive, P.O. Box 6707
Somerset, New Jersey  08875

Carl W. Dinger III                        Common            590,082 (2)         11.61% (2)
P.O. Box 150
Green Village, New Jersey  07935

Steel Partners II, L.P.                   Common            483,034 (3)          9.50% (3)
590 Madison Avenue, 32nd Floor
New York, New York  10022

</TABLE>

   (1)   The Ronson Corporation Retirement Plan ("Retirement Plan") is the
         beneficial owner of 241,033 common shares. The shares held by the
         Retirement Plan are voted by the Retirement Plan's trustees, Messrs.
         Aronson and Ganz. If the shares held by the Retirement Plan were
         included in Mr. Aronson's beneficial ownership, Mr. Aronson's
         beneficial ownership would be increased to 1,669,386 shares, or 32.84%
         of the class. The Retirement Plan's holdings were reported in 1988 on
         Schedule 13G, as amended September 22, 1997, adjusted for the 5% common
         stock dividends declared through February 1, 2008.

   (2)   590,082 shares of common stock owned directly, adjusted for the 5%
         common stock dividends declared through February 1, 2008. This
         information was from a Form 4 filed by Mr. Dinger on July 9, 2007.

   (3)   483,034 shares of common stock owned by Steel Partners II, L.P. Steel
         Partners, L.L.C., the general partner of Steel Partners II, L.P., and
         Mr. Warren G. Lichtenstein, the sole executive officer and managing
         member of Steel Partners, L.L.C., are also beneficial owners of the
         shares. This information was obtained from a Schedule 13D filed with
         the SEC on January 5, 2009, by Steel Partners II, L.P., and Mr.
         Lichtenstein, adjusted for the 5% common stock dividends declared
         through February 1, 2008.

(b)      Security ownership of management.

         The following table shows the number of shares of common stock
beneficially owned by each director, each named executive officer, and by all
directors and officers as a group as of March 31, 2009, and the percentage of
the total shares of common stock outstanding on March 31, 2009, owned by each
individual and by the group shown in the table, adjusted for the 5% stock
dividends declared through February 1, 2008. Individuals have sole voting and
investment power over the stock shown unless otherwise indicated in the
footnotes:

   Name of Individual or            Amount and Nature of
    Identity of Group                Beneficial Ownership       Percent of Class
----------------------------------  ---------------------      -----------------

Louis V. Aronson II                            1,428,353  (2)            28.07%
Barbara L. Collins                                 1,215                    (1)
Edward E. David, Jr.                               2,579                    (1)
Erwin M. Ganz                                     54,324  (2)             1.07%
John H. Bess                                       1,700                    (1)
Gerard J. Quinnan                                 14,054                    (1)
Justin P. Walder                                  84,056                  1.65%
Daryl K. Holcomb                                  68,757                  1.35%

All directors and officers as a
group (eight(8) individuals
including those named above)                   1,655,038                 32.53%

                                       40
<PAGE>

     (1)   Shares owned beneficially are less than 1% of total shares
           outstanding.

     (2)   Does not include 241,033 shares of issued common stock owned by the
           Retirement Plan. The shares held by the Retirement Plan are voted by
           the Retirement Plan's trustees, Messrs. Aronson and Ganz. If the
           shares held by the Retirement Plan were included in Mr. Aronson's
           beneficial ownership, Mr. Aronson's beneficial ownership would be
           1,669,386 shares, or 32.84% of the class; however, if the shares held
           by the Retirement Plan were not included in Mr. Aronson's beneficial
           ownership, but instead were included in Mr. Ganz's beneficial
           ownership, Mr. Ganz's beneficial ownership would be 295,357 shares,
           or 5.81% of the class.

(c)      Changes in control.

         The Company knows of no contractual arrangements which may operate at a
subsequent date to result in a change in control of the Company.

Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          ------------------------------------------------------------
          INDEPENDENCE
          ------------

(a)      Transactions with management and others.

         Prior to 2005, Mr. Carl W. Dinger III, a minority shareholder, entered
into a consulting agreement and an option agreement with the Company whereby Mr.
Dinger would provide certain consulting services. The option and consulting
agreements expired in July 2007 and were not renewed. Notwithstanding, Mr.
Dinger received compensation for these services in the amounts of $39,060 and
$78,120 during the years ended December 31, 2007 and 2006, respectively.

         In addition, Mr. Dinger had granted the Company an option to acquire
his shares in the Company. For the years 2007 and 2006, the option cost was
$4,000 a month. Effective January 1, 2005, Mr. Dinger owned 590,082 shares of
the Company, for which Mr. Dinger would receive $5.35 per share as the exercise
price. Mr. Dinger had also granted the Company's Board of Directors an
irrevocable proxy to vote these shares during the term of the option. The
Company's cost for the option agreement was $24,000 and $48,000 during each of
the years ended December 31, 2007 and 2006, respectively.

(b)      Certain business relationships.

         None.

(c)      Indebtedness of management.

         None.

(d)      Transactions with promoters.

         Not applicable.

(e)      Director independence.

         The Company's Board of Directors has determined, after considering all
         the relevant factors, that Ms. Collins, Messrs. David, Bess, and
         Quinnan are each independent directors, as "independence" is defined in
         the Nasdaq Marketplace Rules. Further, the Board has determined that
         each of the directors who serve on the Audit, Compensation, and
         Nominating Committees of the Board meets the definition of independence
         applicable to each committee as defined in the Nasdaq Marketplace
         Rules.

                                       41
<PAGE>

Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
          --------------------------------------

         The fees billed for services provided to the Company by Demetrius &
Company, L.L.C., for the years ended December 31, 2008 and 2007, were as
follows:

                                                               2008        2007
                                                               ----        ----
Audit fees                                                 $118,823    $104,000
Audit-related fees                                               --       5,500
Tax fees, principally related to tax return
   preparation                                               16,000      23,990
All other fees                                                   --          --

         The Audit Committee of the Board of Directors pre-approves
substantially all of the services of the Company's auditing firm. These
pre-approved services are approved by the Audit Committee based upon "not to
exceed" proposals in advance of the Company's Annual Meeting of Stockholders. In
2007, the Company's auditing firm provided services which were approved
subsequently, related to the Company's response to comments received by the
Securities and Exchange Commission.

                                     PART IV
                                     -------

Item 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
          ------------------------------------------

(a) (1) and (2) - The response to this portion of Item 15 is submitted as a
separate section of this report.

     (3) Listing of exhibits, as applicable:

     (3) Articles of incorporation are incorporated herein by reference. The
By-Laws of the Company were amended on December 11, 2007 to provide that the
Company's shares be eligible to participate in "Direct Registration System". The
amended By-Laws were attached to the Company's Form 8-K filed December 12, 2007
as Exhibit 3.01.

         Effective March 30, 2009, the Company amended its by-laws to provide
for the office of Chief Restructuring Officer, as retained pursuant to the
Engagement Agreement. The amendment to Article IV of the Company's By-Laws was
attached to the Company's Form 8-K filed April 1, 2009, as Exhibit 3.01.

     (4) Reference is made to Company's Form S-2 filed on September 18,
1987, and incorporated herein by reference.

         Reference is made to Company's Form S-2 filed on April 8, 1988, and
incorporated herein by reference.

    (10) Material contracts.

         On September 27, 2006, RCPC entered into a mortgage loan agreement with
Capital One for $2,200,000. The mortgage loan is secured by a first mortgage on
the property of RCPC at 3 and 6 Ronson Road, Woodbridge, NJ, and the guarantees
of the Company and Ronson Aviation. The Mortgage and the Mortgage Promissory
Note were attached as Exhibits 10.1 and 10.2 to a Form 8-K dated September 27,
2006.

         Effective April 1, 2008, Capital One and RCPC entered into a Note and
Mortgage Modification Agreement modifying the certain terms of the above
mortgage. The Note and Mortgage Modification Agreement is attached hereto as
Exhibit 10.01.

         On August 13, 2008, Capital One provided RCPC with a modification of
the mortgage loan. The Second Note and Mortgage Modification Agreement Modifying
Note and Mortgage dated September 27, 2006, between RCPC and Capital One was
attached to the Company's Form 8-K filed August 15, 2008, as Exhibit 10.1.

         On May 30, 2008, the Company, RCPC, Ronson-Canada, and Ronson Aviation
entered into a revolving credit facility with Wells Fargo. The Credit and
Security Agreement dated May 30, 2008, by and among Ronson Corporation, Ronson
Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of
Canada Ltd. and Wells Fargo Bank, National Association was attached to the
Company's Form 8-K filed on June 4, 2008, as Exhibit 10.1.

         On March 30, 2009, Wells Fargo, the Company, RCPC, Ronson-Canada, and
Ronson Aviation entered into a forbearance agreement under which Wells Fargo has
agreed not to assert existing events of default under the existing credit
facilities through April 24, 2009, or such earlier date determined under the
forbearance agreement. The forbearance agreement dated March 30, 2009 among
Ronson Corporation, Ronson Consumer Products Corporation, Ronson Aviation, Inc.,
Ronson Corporation of Canada Ltd. and Wells Fargo Bank, National Association,
acting through its Wells Fargo Business Credit operating division was attached
to the Company's Form 8-K filed on April 1, 2009, as Exhibit 10.1.

                                       42
<PAGE>

          On June 30, 2008, the Company entered into a loan agreement with Louis
V. Aronson II, the Company's President and CEO in the amount of $225,000. The
loan was subsequently increased to $300,000. The Subordinated Demand Promissory
Note dated June 30, 2008, by Ronson Corporation to Louis V. Aronson II and
Subordination Agreement dated June 30, 2008, by Louis V. Aronson II for the
benefit of Wells Fargo, N.A., was attached to the Company's Form 8-K filed July
7, 2008 as Exhibits 10.1 and 10.2.

         On March 30, 2009, the Company retained Joel Getzler, of Getzler
Henrich & Associates LLC ("Getzler Henrich"), as Chief Restructuring Officer,
the Engagement Agreement dated March 30, 2009 among Getzler Henrich &
Associates, LLC, Ronson Corporation, Ronson Consumer Products Corporation and
Ronson Aviation, Inc., together with Consulting Agreement dated January 6, 2009
between Getzler Henrich & Associates, LLC and Ronson Corporation was attached to
the Company's Form 8-K filed April 1, 2009, as Exhibit 10.2.

         For further information on the Company's loan agreements, reference is
made to Notes 3 and 4 of the Notes to Consolidated Financial Statements
contained in the Company's financial statements for the year ended December 31,
2007, filed with this report pursuant to Item 8, which is incorporated herein by
reference.

         On May 17, 2007, the Company and Mr. Louis V. Aronson II extended the
November 24, 2003 employment agreement which became effective upon the December
31, 2004 expiration of the prior agreement. The extended agreement provides for
a term expiring on December 31, 2009. The extended agreement was attached to the
Company's Form 8-K filed May 22, 2007, as Exhibit 10.a.

     (14) The Company's code of ethics entitled, Standards of Integrity, was
attached to the Company's Form 8-K dated April 27, 2004 as Exhibit 99.d.

     (20) Other documents or statements to security holders. The Ronson
Corporation Notice of Meeting of Stockholders held on November 11, 2008, and
Proxy Statement were filed on October 6, 2008, and are incorporated herein by
reference.

     (21) Subsidiaries of the Company.

         The Company is the owner of 100% of the voting power of the following
subsidiaries, each of which is included in the consolidated financial statements
of the Company:


                                                     State or Other Jurisdiction
          Wholly Owned Subsidiary                        of Incorporation or
             and Business Name                              Organization
-------------------------------------------          ---------------------------

Domestic
--------

Ronson Consumer Products Corporation                        New Jersey
Ronson Aviation, Inc.                                       New Jersey

Foreign
-------

Ronson Corporation of Canada Ltd.                              Canada

         The Company also holds 100% of the voting power of two additional
subsidiaries which are included in its consolidated financial statements and
which, if considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.

     (23) Consent of experts and counsel attached hereto as Exhibit 23(a).

     (31.1(a) and (b)) Rule 13a-14(a)/15d-14(a) Certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

     (32.1) Section 1350 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the
Securities Exchange Act of 1934).

     (99) Additional exhibits.

          (a) None.

                                       43
<PAGE>

                                   SIGNATURES

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

                                                 RONSON CORPORATION

Dated:  April 15, 2009            By:   /s/ Louis V. Aronson II
                                        ----------------------------------------
                                        Louis V. Aronson II, President &
                                        Chief Executive Officer and Director

Dated:  April 15, 2009            By:   /s/ Daryl K. Holcomb
                                        ----------------------------------------
                                        Daryl K. Holcomb, Vice President,
                                        Chief Financial Officer & Controller

Dated:  April 15, 2009            By:   /s/ Erwin M. Ganz
                                        ----------------------------------------
                                        Erwin M. Ganz, Treasurer,
                                        Assistant Secretary and Director

Dated:  April 15, 2009            By:   /s/ Justin P. Walder
                                        ----------------------------------------
                                        Justin P. Walder, Secretary and Director

Dated:  April 15, 2009            By:   /s/ Barbara L. Collins
                                        ----------------------------------------
                                        Barbara L. Collins, Director

Dated:  April 15, 2009            By:   /s/ Edward E. David
                                        ----------------------------------------
                                        Edward E. David, Director

Dated:  April 15, 2009            By:   /s/ John H. Bess
                                        ----------------------------------------
                                        John H. Bess, Director

Dated:  April 15, 2009            By:   /s/ Gerard J. Quinnan
                                        ----------------------------------------
                                        Gerard J. Quinnan, Director

                                       44
<PAGE>

                           ANNUAL REPORT ON FORM 10-K

                                     ITEM 8

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2008

                               RONSON CORPORATION

                              SOMERSET, NEW JERSEY




                                       45
<PAGE>

RONSON CORPORATION FIVE-YEAR SELECTED FINANCIAL DATA
----------------------------------------------------

Dollars in thousands (except per share data)

<TABLE>
<CAPTION>
                                         2008        2007        2006       2005        2004
                                         ----        ----        ----       ----        ----
<S>                                  <C>         <C>         <C>        <C>         <C>
Net sales                            $ 24,187    $ 26,246    $ 29,244   $ 26,563    $ 28,483

Earnings (loss) from continuing
   operations                        $ (1,652)   $   (597)   $     67   $   (333)   $    193

Total assets                         $ 14,837    $ 15,401    $ 14,720   $ 12,654    $ 13,942

Long-term obligations                $  7,782    $  3,790    $  4,020   $  2,717    $  2,898

Per common share (1,2):
   Earnings (loss) from continuing
      operations:
      Basic                          $  (0.32)   $  (0.12)   $   0.01   $  (0.07)   $   0.04
      Diluted                        $  (0.32)   $  (0.12)   $   0.01   $  (0.07)   $   0.04

   Cash dividends declared (3)       $     --    $     --    $     --   $   0.02    $   0.03
</TABLE>

(1) Basic Net Earnings (Loss) per Common Share provides for quarterly cumulative
preferred dividends with no conversion of preferred shares to common shares.
Diluted Earnings (Loss) per Common Share assumes no provision for the quarterly
cumulative preferred dividends with full conversion of all preferred shares to
common shares in 2004 and includes the dilutive effect of outstanding stock
options. The stock options were anti-dilutive for the years ended December 31,
2008, 2007 and 2005, and therefore, were excluded from the computation of
Diluted Net Earnings (Loss) per Common Share for those years.

(2) A 5% stock dividend on the Company's outstanding common stock was declared
on February 1, 2008, and issued on April 15, 2008. Previously, 5% stock
dividends on the Company's outstanding common stock were issued on April 16,
2007, and on April 15, 2006, 2005, and 2004.

(3) Cash dividends of $0.01 per share were paid on March 15, 2005, and on June
17, 2005. Cash dividends of $0.01 per share were paid on June 18, September 18,
and December 17, 2004.


                                       46
<PAGE>

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS

The following consolidated financial statements of Ronson Corporation and its
wholly owned subsidiaries are included in Item 8:

Consolidated Balance Sheets - December 31, 2008 and 2007

Consolidated Statements of Operations - Years Ended
            December 31, 2008, 2007 and 2006

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) -
            Years Ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows - Years Ended
            December 31, 2008, 2007, and 2006

Notes to Consolidated Financial Statements


                                       47
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors and
Stockholders of Ronson Corporation

We have audited the accompanying consolidated balance sheets of Ronson
Corporation and subsidiaries as of December 31, 2008 and 2007, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2008.
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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ronson Corporation
and subsidiaries as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the company has suffered recurring losses
from operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
April 15, 2009

                                       48
<PAGE>

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

   CONSOLIDATED BALANCE SHEETS
   ---------------------------
   Dollars in thousands


                                     ASSETS
                                     ------
                                                                December 31,
                                                             -----------------
                                                               2008      2007
                                                             -------   -------

CURRENT ASSETS:
Cash and cash equivalents ................................   $    84   $    78
Accounts receivable, less allowances for doubtful accounts
   of : 2008, $56 and 2007, $67 ..........................     1,288     1,743
Inventories:
   Finished goods ........................................     1,382     2,106
   Work in process .......................................        22        45
   Raw materials .........................................       435       925
                                                             -------   -------
                                                               1,839     3,076


Other current assets .....................................       897     1,291
                                                             -------   -------
                   TOTAL CURRENT ASSETS ..................     4,108     6,188


PROPERTY, PLANT AND EQUIPMENT:
Land .....................................................         6         6
Buildings and improvements ...............................     8,802     8,812
Machinery and equipment ..................................     6,947     6,875
Construction in progress .................................       126       125
                                                             -------   -------
                                                              15,881    15,818

Less accumulated depreciation and amortization ...........    10,038     9,500
                                                             -------   -------
                                                               5,843     6,318





OTHER ASSETS .............................................     4,886     2,895
                                                             -------   -------
                                                             $14,837   $15,401
                                                             =======   =======

See notes to consolidated financial statements.

                                       49
<PAGE>

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES


   CONSOLIDATED BALANCE SHEETS
   ---------------------------
   Dollars in thousands (except share data)

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------

                                                                 December 31,
                                                             -------------------
                                                               2008       2007
                                                             --------   --------

CURRENT LIABILITIES:
Short-term debt ..........................................   $  1,747   $  3,126
Current portion of long-term debt ........................        454        423
Current portion of lease obligations .....................         13        242
Accounts payable .........................................      2,902      3,086
Accrued expenses .........................................      2,033      1,747
                                                             --------   --------
                   TOTAL CURRENT LIABILITIES .............      7,149      8,624

LONG-TERM DEBT ...........................................      5,436      3,097
LONG-TERM LEASE OBLIGATIONS ..............................         19        457
OTHER LONG-TERM LIABILITIES ..............................      2,327        236

COMMITMENTS AND CONTINGENCIES ............................         --         --

STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, no par value, authorized 5,000,000 shares

Common stock, par value $1
                                       2008        2007
                                       ----       ----
   Authorized shares.............   11,848,106  11,848,106
   Reserved shares...............       25,513      11,026
   Issued (including treasury)...    5,172,577   5,172,577      5,173     5,173
Additional paid-in capital ...............................     29,998    29,997
Accumulated deficit ......................................    (30,893)  (29,241)
Accumulated other comprehensive loss .....................     (2,775)   (1,345)
                                                             --------  --------
                                                                1,503     4,584
Less cost of treasury shares:
    2008 and 2007, 89,038 ................................      1,597     1,597
                                                             --------  --------
                   TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)        (94)    2,987
                                                             --------  --------
                                                             $ 14,837  $ 15,401
                                                             ========  ========

See notes to consolidated financial statements.

                                       50
<PAGE>
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF OPERATIONS
   -------------------------------------
   Dollars in thousands (except per share data)

                                                      Year Ended December 31,
                                                  ------------------------------
                                                    2008       2007       2006
                                                  --------   --------   --------

NET SALES .....................................   $ 24,187   $ 26,246   $ 29,244
                                                  --------   --------   --------

Cost and expenses:
    Cost of sales .............................     18,053     18,075     19,807
    Selling, shipping and advertising .........      3,373      3,642      3,714
    General and administrative ................      3,566      3,900      4,014
    Depreciation and amortization .............        622        591        616
                                                  --------   --------   --------
                                                    25,614     26,208     28,151
                                                  --------   --------   --------
EARNINGS (LOSS) BEFORE INTEREST AND
    OTHER ITEMS ...............................     (1,427)        38      1,093
                                                  --------   --------   --------

Other expense:
    Interest expense ..........................        671        533        476
    Nonrecurring loss on extinguishment of debt        145         --         --
    Other-net .................................        441        339        328
                                                  --------   --------   --------
                                                     1,257        872        804
                                                  --------   --------   --------

EARNINGS (LOSS) BEFORE INCOME TAXES ...........     (2,684)      (834)       289

Income tax provision (benefits) ...............     (1,032)      (237)       222
                                                  --------   --------   --------

NET EARNINGS (LOSS) ...........................   $ (1,652)  $   (597)  $     67
                                                  ========   ========   ========

NET EARNINGS (LOSS) PER COMMON SHARE:


Basic .........................................   $  (0.32)  $  (0.12)  $   0.01
                                                  ========   ========   ========

Diluted .......................................   $  (0.32)  $  (0.12)  $   0.01
                                                  ========   ========   ========

See notes to consolidated financial statements.

                                       51
<PAGE>
 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
     -----------------------------------------------------------------------
     For the Years Ended December 31, 2008, 2007 and 2006
     Dollars in thousands
<TABLE>
<CAPTION>
                                                                            Accumulated                                 Compre-
                                                  Additional                   Other        Treasury                    hensive
                                       Common      Paid-in    Accumulated  Comprehensive      Stock                      Income
                                       Stock       Capital       Deficit       Loss         (at cost)      Total         (Loss)
                                     ----------   ----------   ----------    ----------    ----------    ----------    ----------
<S>                                   <C>               <C>         <C>         <C>            <C>           <C>            <C>
Balance at December 31, 2005              5,088       30,069      (28,711)       (1,545)       (1,597)        3,304
                                     ----------   ----------   ----------    ----------    ----------    ----------
Net  earnings - 2006                                                   67                                        67    $       67
                                                                                                                       ----------
Translation adjustment, net of tax                                                                                            (48)
Other comprehensive loss on swap                                                                                              (13)
Pensions, net of tax                                                                                                          356
                                                                                                                       ----------
Other comprehensive income                                                          295                         295           295
                                                                                                                       ----------
Comprehensive income                                                                                                   $      362
                                                                                                                       ==========
Adjustment to initially apply FASB
     Statement No. 158, net of tax                                                  (39)                        (39)
Shares issued for:
     Stock options exercised                 56           (9)                                                    47
Stock option purchased                                   (48)                                                   (48)
                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance at December 31, 2006         $    5,144   $   30,012   $  (28,644)   $   (1,289)   $   (1,597)   $    3,626
                                     ----------   ----------   ----------    ----------    ----------    ----------
Net  loss - 2007                                                     (597)                                     (597)   $     (597)
                                                                                                                       ----------
Translation adjustment, net of tax                                                                                             28
Pensions, net of tax                                                                                                          (91)
Pensions, PSC, net of tax                                                                                                       7
                                                                                                                       ----------
Other comprehensive  loss                                                           (56)                        (56)          (56)
                                                                                                                       ----------
Comprehensive loss                                                                                                     $     (653)
                                                                                                                       ==========
Shares issued for:
     Stock options exercised                 29           (3)                                                    26
Stock option purchased                                   (24)                                                   (24)
Stock option expense                                      12                                                     12
                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance at December 31, 2007         $    5,173   $   29,997   $  (29,241)   $   (1,345)   $   (1,597)   $    2,987
                                     ----------   ----------   ----------    ----------    ----------    ----------
Net  loss - 2008                                                   (1,652)                                   (1,652)   $   (1,652)
                                                                                                                       ----------
Translation adjustment, net of tax                                                                                            (37)
Pensions, net of tax                                                                                                       (1,398)
Pensions, PSC, net of tax                                                                                                       5
                                                                                                                       ----------
Other comprehensive  loss                                                        (1,430)                     (1,430)       (1,430)
                                                                                                                       ----------
Comprehensive loss                                                                                                     $   (3,082)
                                                                                                                       ==========
Stock option expense                                       1                                                      1
                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance at December 31, 2008         $    5,173   $   29,998   $  (30,893)   $   (2,775)   $   (1,597)   $      (94)
                                     ----------   ----------   ----------    ----------    ----------    ----------
</TABLE>
                                            SHARE ACTIVITY
                                      ------------------------
                                        Common       Treasury
                                         Stock        Stock
                                      -----------    ---------
Balance at December 31, 2005            5,088,216       89,038
Shares issued for:
     Stock options exercised               55,883
                                      -----------    ---------
Balance at December 31, 2006            5,144,099       89,038
Shares issued for:
     Stock options exercised               28,478
                                      -----------    ---------
Balance at December 31, 2007            5,172,577       89,038
Shares issued for:
     Stock options exercised
                                      -----------    ---------
Balance at December 31, 2008            5,172,577       89,038
                                      ===========    =========
See notes to consolidated financial statements.

                                       52
<PAGE>

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF CASH FLOWS
      -------------------------------------
      Dollars in thousands
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                              -----------------------------
                                                               2008       2007       2006
                                                              -------    -------    -------
<S>                                                            <C>          <C>         <C>
Cash Flows from Operating Activities:
Net earnings (loss) .......................................   $(1,652)   $  (597)   $    67
Adjustments to reconcile net earnings (loss)
    to net cash provided by (used in) operating activities:
    Depreciation and amortization .........................       761        740        656
    Stock option expense ..................................         1         12         --
    Deferred income tax provision (benefits) ..............    (1,051)      (244)       130
    Write-off previously deferred loan costs ..............       106         --         --
    Net changes in assets and liabilities:
       Accounts receivable ................................       418        144        (49)
       Inventories ........................................     1,237       (281)      (240)
       Other current assets ...............................       318       (105)      (185)
       Accounts payable ...................................      (147)       715        231
       Accrued expenses ...................................        81       (263)       129
       Other non-current assets and other long-term
         liabilities ......................................      (314)      (136)      (221)
    Net change in pension-related accounts ................       119        (11)      (398)
    Exchange (gain) loss ..................................        --         --        (78)

                                                              -------    -------    -------
       Net Cash Provided by (Used in) Operating Activities       (123)       (26)        42
                                                              -------    -------    -------

Cash Flows from Investing Activities:
Capital expenditures ......................................      (117)    (1,097)    (2,185)
Proceeds from sale of property, plant & equipment .........        --         --         12
                                                              -------    -------    -------
       Net Cash Used in Investing Activities ..............      (117)    (1,097)    (2,173)
                                                              -------    -------    -------

Cash Flows from Financing Activities:
Proceeds from short-term debt .............................     1,747        985      2,526
Proceeds from long-term debt ..............................     3,761        499      3,145
Proceeds from issuance of common stock ....................        --         26         47
Payments of long-term debt ................................    (1,409)      (347)    (1,518)
Payments of long-term lease obligations ...................      (667)      (277)      (255)
Payments of short-term debt ...............................    (3,126)        (2)    (1,883)
Cost of stock option agreement ............................        --        (24)       (48)

                                                              -------    -------    -------
       Net Cash Provided by Financing Activities ..........       306        860      2,014

                                                              -------    -------    -------
Effect of Exchange Rate Changes on Cash and
 Cash Equivalents .........................................       (60)        47         (3)

                                                              -------    -------    -------
Net Increase (Decrease) in Cash and Cash Equivalents ......         6       (216)      (120)

Cash and Cash Equivalents at Beginning of Year ............        78        294        414
                                                              -------    -------    -------
Cash and Cash Equivalents at End of Year ..................   $    84    $    78    $   294
                                                              =======    =======    =======
</TABLE>

See notes to consolidated financial statements.

                                       53
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Principles of Consolidation - The consolidated financial statements
include the accounts of Ronson Corporation (the "Company") and its subsidiaries,
all of which are wholly owned. Its principal subsidiaries are Ronson Consumer
Products Corporation ("RCPC"), Woodbridge, New Jersey; Ronson Corporation of
Canada Ltd. ("Ronson-Canada"), Mississauga, Ontario, Canada (these together are
"Ronson Consumer Products"); and Ronson Aviation, Inc. ("Ronson Aviation"),
Trenton, New Jersey. All significant intercompany accounts and transactions have
been eliminated in consolidation.

         Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 period. Actual results could differ from those
estimates.

         Going Concern and Management's Response - The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. The Company had a Loss from Operations of $1,427,000 and a Net Loss of
$1,652,000 for the year ended December 31, 2008. At December 31, 2008, the
Company had both a deficiency in working capital and a Stockholders' Deficit. In
addition, the Company was in violation of certain provisions of certain
short-term and long-term debt covenants at December 31, 2008 (refer to Note 3).

         The Company's losses and difficulty in generating sufficient cash flow
to meet its obligations and sustain its operations, as well as existing events
of default under its credit facilities and mortgage loans, raise substantial
doubt about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

         On March 30, 2009, the Company and its wholly-owned subsidiaries
entered into a forbearance agreement with their principal lender, Wells Fargo
Bank, National Association ("Wells Fargo"), under which Wells Fargo has agreed
not to assert existing events of default under the borrowers' credit facilities
with Wells Fargo through April 24, 2009, or such earlier date determined under
the forbearance agreement. The forbearance period may terminate earlier if,
among other events, the borrowers breach the forbearance agreement, additional
events of default occur under the credit facilities with Wells Fargo, the
borrowers fail to employ a Chief Restructuring Officer or the borrowers fail
actively to pursue alternative financing or divestiture of the Company's
aviation division.

         During the forbearance period, Wells Fargo will make available to the
domestic borrowers an overadvance facility in the amount of up to $500,000 to
supplement the Borrowers' credit line, the maximum amount of which will be
adjusted to $2 million. During the forbearance period, the borrowers will
continue to be obligated for interest at the default rate under the credit and
term loan facilities with Wells Fargo, except for interest on overadvances that
accrue at the bank's prime rate plus 8% per annum, in addition to a forbearance
fee in the amount of $450,000 which will be charged as an advance under the
credit line upon the earlier of the end of the forbearance period or repayment
of all amounts owed to Wells Fargo.

         On March 30, 2009, the Company also announced that it has initiated
plans to divest Ronson Aviation, its wholly-owned subsidiary engaged as a
fixed-base operator at Trenton-Mercer Airport. Ronson Aviation provides aircraft
fueling and servicing, avionics sales, aircraft repairs and maintenance, hangar
and office leasing and related services. The Company is in the process of
procuring purchasers so as to maximize the value of Ronson Aviation, permit it
to satisfy outstanding indebtedness, including to Wells Fargo, and provide
working capital to support and focus on its consumer products business. The
Company's objective is to consummate a transaction prior to the end of the

                                       54
<PAGE>

second quarter of 2009, subject to identifying and reaching agreement with a
prospective purchaser, obtaining shareholder approval and meeting other
conditions that may be contained in definitive documentation once negotiated.

         In 2008 and to date in 2009, the Company has taken steps to reduce its
costs and expenses. Certain salaries to officers were reduced. The Company's
officers accepted reductions in the management incentive compensation totaling
$79,000 related to operating results in 2007 that had been due to be paid in
2008 and $44,000 in management incentive compensation related to operating
results in 2008. In the first quarter of 2009, the Company reduced its workforce
by about 15 persons, or 17% of the Company's staff. The Company reduced the
health benefits provided to its employees, and deferred payment of the Company's
contribution to its defined contribution pension plan. In addition, certain
employees have temporarily assumed payment of costs of Company vehicles and
costs of life and other insurance. All payments to directors of the Company,
including officers who are directors, have been deferred. The Company continues
to review its costs for additional reductions.

         Pending consummation of a transaction, the Company will continue to
effect cost reductions and seek sources of financing, without which the Company
will not be able to fund current operations beyond the forbearance period. The
Company does not have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration. In the event of acceleration of its
indebtedness to Wells Fargo and its outstanding mortgage loans as a result of
existing defaults, the Company would not have sufficient cash resources to pay
such amounts. There can be no assurance that the Company will be able to obtain
an extension of its arrangements with Wells Fargo, arrange additional financing
or complete its divestiture plans, within its anticipated time frame or on terms
acceptable to it.

         Allowances for Doubtful Accounts and Sales Incentives - Management must
make estimates of the uncollectibility of accounts receivable. Management
specifically analyzes accounts receivable, historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and changes
in customer payment terms when evaluating the adequacy of the allowance for
doubtful accounts.

         Estimated sales incentives are calculated and recorded at the time
related sales are made and are based primarily on historical rates and in
consideration of recent promotional activities. In the Company's financial
statements, the allowance for sales incentives is classified as reductions of
accounts receivable and net sales.

         Self-insurance - The Company does not self-insure any significant
insurable risks. The Company accounts for potential losses due to the deductible
on its product liability insurance coverage for consumer products claims with an
accrual of potential losses based on open claims and prior years' loss
experience.

         Inventories - Inventories are valued at the lower of average cost or
market.

         Property and Depreciation - Property, plant and equipment are carried
at cost and are depreciated over their estimated useful lives using the
straight-line method. Capitalized leases are amortized over their useful lives
using the straight-line method. Leasehold improvements are amortized over their
estimated useful lives or the remaining lease terms, whichever is shorter.
Buildings and improvements include: buildings and improvements with useful lives
of 5-50 years, land improvements with useful lives of 5-20 years, and leasehold
improvements with useful lives of 3-20 years. Machinery and equipment includes
production equipment with useful lives of 5-20 years, office furniture and
equipment with useful lives of 2-15 years, autos and trucks with useful lives of
3-5 years, and tools, dies and molds with useful lives of 3-5 years.

         Foreign Currency Translation - All balance sheet accounts of the
Company's foreign subsidiary, Ronson-Canada, are translated at the current
exchange rate as of the end of the year. All income statement accounts are
translated at average currency exchange rates. Stockholders' Equity accounts are
translated at historical exchange rates. The resulting translation adjustment is
recorded as part of Accumulated Other Comprehensive

                                       55
<PAGE>

Loss in Stockholders' Equity. Transaction gains and losses are not significant
in the periods presented.

         Fair Value of Financial Instruments - The Company's financial
instruments include cash, cash equivalents, accounts receivable, accounts
payable, accrued expenses, other current liabilities and short-term and
long-term debt. The book values of cash, cash equivalents, accounts receivable,
accounts payable, accrued expenses, other current liabilities, and short-term
debt are representative of their fair values due to the short-term maturity of
these instruments. The Company's term loans with Wells Fargo are at variable
interest rates and, therefore, their book values are considered representative
of their fair values.

         The Company's mortgage loan with Capital One, N.A. ("Capital One") has
an approximate fair market value of $2,237,000 at December 31, 2008 as compared
to its book value of $2,133,000. The book value of the Company's other long-term
debt is considered to approximate its fair value based on current market rates
and conditions (refer to Note 4).

         Derivative Financial Instruments - Prior to July 31, 2006, the Company
utilized a derivative instrument, an interest rate swap, to modify the Company's
exposure to interest rate risk. The Company accounted for this derivative
instrument under the Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 required that all derivative instruments be recognized in the financial
statements and measured at fair value regardless of the purpose or intent for
holding them. For derivatives that are designated as a hedge and used to hedge
an existing asset or liability, both the derivative and hedged item are
recognized at fair value with any changes recognized immediately in the
Consolidated Statements of Operations. By policy, the Company has not
historically entered into derivative financial instruments for trading purposes
or for speculation.

         Impairment of Long-Lived Assets - The Company periodically evaluates
whether events or circumstances have occurred that indicate long-lived assets
may not be recoverable or that the remaining useful life may warrant revision.
When such events or circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value
will be recovered through the estimated undiscounted future cash flows resulting
from the use of the asset. In the event the sum of the estimated undiscounted
future cash flows is less than the carrying value of the asset, an impairment
loss equal to the excess of the asset's carrying value over its fair value is
recorded.

         Declaration of 5% Common Stock Dividend - The Company's Board of
Directors, on February 1, 2008, declared a 5% stock dividend on the Company's
outstanding common stock. The 5% stock dividend was payable on April 15, 2008,
to stockholders of record March 28, 2008. The 5% stock dividend increased the
outstanding common shares of the Company by about 241,000 to about 5,084,000
shares.

         Revenue Recognition - Net Sales are recognized by Ronson Consumer
Products on the date of shipment of the product to domestic customers and on the
date title for the goods has been transferred on shipments to foreign customers,
prior to which an arrangement exists, the price is fixed, and it has been
determined that collectibility is reasonably assured.

         Net Sales at Ronson Aviation are recognized on the date of delivery of
the product or service to customers. For aircraft, this occurs at the time the
title for the aircraft has been transferred and the sales proceeds received. For
aircraft fueling, repairs and other aircraft services, delivery occurs only
after an arrangement exists, the price is fixed, and collectibility is
reasonably assured.

         Research and Development Costs - Costs of research and new product
development are charged to operations as incurred and amounted to approximately
$299,000, $371,000, and $376,000, for the years ended December 31, 2008, 2007
and 2006, respectively.

                                       56
<PAGE>

         Shipping and Handling Costs - The Company records shipping and handling
costs within Selling, Shipping, and Advertising Expenses. Such costs amounted to
about $1,507,000, $1,538,000, and $1,660,000, for the years ended December 31,
2008, 2007, and 2006, respectively.

         Advertising Expenses - Costs of advertising are expensed as incurred
and amounted to approximately $143,000, $175,000, and $202,000, for the years
ended December 31, 2008, 2007 and 2006, respectively.

         Accrued Expenses - On December 31, 2008 and 2007, Accrued Expenses
included accrued vacation pay and other compensation of $655,000 and $691,000,
respectively. No other item amounted to greater than 5% of total current
liabilities. At December 31, 2008 and 2007, Accrued Expenses included accrued
expenses of discontinued operations of $320,000 and $318,000, respectively.

         Other Current Assets - On December 31, 2008 and 2007, Other Current
Assets included deferred income tax assets of $547,000 and $623,000,
respectively. No other item amounted to greater than 5% of total current assets.

         Stock Options - The Company accounts for stock-based compensation under
the provisions of SFAS No. 123 (Revised 2004) "Share-Based Payment" ("SFAS
123R"). SFAS 123R requires the recognition of the fair value of stock-based
compensation in net income. The fair value of the Company's stock option awards
are estimated using a Black-Scholes option valuation model. The fair value of
stock-based awards is amortized over the vesting period of the award.

         Per Common Share Data - The calculation and reconciliation of Basic and
Diluted Earnings (Loss) per Common Share were as follows (in thousands except
per share data):

                                         Year Ended December 31, 2008
                                                                 Per Share
                                       Loss         Shares        Amount
                                    ----------    ----------    ----------
BASIC ...........................   $   (1,652)        5,084    $    (0.32)
Effect of dilutive securities,
       stock options (1) ........           --            --
                                    ----------    ----------
DILUTED .........................   $   (1,652)        5,084    $    (0.32)
                                    ==========    ==========    ==========

                                         Year Ended December 31, 2007
                                                                 Per Share
                                       Loss         Shares        Amount
                                    ----------    ----------    ----------
                                                     (2)            (2)
BASIC ...........................   $     (597)        5,067    $    (0.12)
   Effect of dilutive securities,
       stock options(1) .........           --            --
                                    ----------    ----------
DILUTED .........................   $     (597)        5,067    $    (0.12)
                                    ==========    ==========    ==========

                                         Year Ended December 31, 2006
                                                                 Per Share
                                     Earnings       Shares        Amount
                                    ----------    ----------    ----------
                                                     (2)            (2)
BASIC ...........................   $       67         5,026    $     0.01
  Effect of dilutive securities,
    stock options ...............           --            40
                                    ----------    ----------
DILUTED .........................   $       67         5,066    $     0.01
                                    ==========    ==========    ==========

         (1) The stock options were anti-dilutive for the years ended December
31, 2008 and 2007 and, therefore, were excluded from the calculation and
reconciliation of Diluted Loss per Common Share for those years. The numbers of
potentially anti-dilutive

                                       57
<PAGE>

securities were 1,000 and 11,000 in the years ended December 31, 2008 and 2007,
respectively.

         (2) Information as to the number of shares and per share amounts has
been retroactively adjusted to reflect the 5% stock dividend on common stock
declared February 1, 2008.

         At December 31, 2008, the Company had outstanding approximately
5,084,000 shares of common stock.


Recent Accounting Pronouncements

         In September 2006, the Financial Accounting Standards Board (FASB)
issued SFAS No. 157, Fair Value Measurements,("SFAS No. 157") which defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. The
provisions of SFAS No. 157 related to financial assets and financial liabilities
were effective during 2008. With respect to certain nonfinancial assets and
nonfinancial liabilities, SFAS No. 157 is effective for fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years. The
Company does not expect that the adoption of SFAS No. 157 with respect to
nonfinancial assets and nonfinancial liabilities will have a material impact on
its consolidated financial statements.

         In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements. SFAS No. 141(R) requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any non-controlling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired. SFAS
No. 160 clarifies that a non-controlling interest in a subsidiary should be
reported as equity in the consolidated financial statements, consolidated net
income should be adjusted to include the net income attributed to the
non-controlling interest and consolidated comprehensive income shall be adjusted
to include the comprehensive income attributed to the non-controlling interest.
The calculation of earnings per share will continue to be based on income
amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are
effective for financial statements issued for fiscal years beginning after
December 15, 2008. Early adoption of SFAS No. 141(R) or SFAS No. 160 is
prohibited. The Company does not expect that the adoption of SFAS No. 141(R) or
SFAS No. 160 with respect to nonfinancial assets and nonfinancial liabilities
will have a material impact on its consolidated financial statements.

         In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities. SFAS No. 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company does not expect that the adoption of SFAS
No. 161 will have a material impact on its consolidated financial statements.

         In April 2008, the FASB issued FSP FAS 142-3, Determination of the
Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to
improve the consistency between the useful life of a recognized intangible asset
under FSP FAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS No. 141(R) and other generally accepted accounting
principles. FSP FAS 142-3 is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2008. The Company has
not yet determined the effect on its consolidated financial statements, if any,
that will occur upon adoption of FSP FAS 142-3.

                                       58
<PAGE>

         In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally
Accepted Accounting Principles. SFAS No. 162 identifies the sources of
accounting principles and provides entities with a framework for selecting the
principles used in preparation of financial statements that are presented in
conformity with GAAP. The current GAAP hierarchy has been criticized because it
is directed to the auditor rather than the entity, it is complex, and it ranks
FASB Statements of Financial Accounting Concepts, which are subject to the same
level of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company's financial statements.

         In October 2008, the FASB issued Emerging Issues Task Force ("EITF")
08-6 Equity Method Investment Accounting Considerations, which addresses how the
initial carrying value of an equity method investment should be determined, how
an impairment assessment of an underlying indefinite-lived intangible asset of
an equity method investment should be performed, and the proper accounting of an
equity method investee's issuance of shares. The Company's management believes
that this will not have a material impact on the Company's consolidated
financial statements.

         Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial
statements upon adoption.


Note 2. INCOME TAXES:

         At December 31, 2008, the Company had, for federal income tax purposes,
net operating loss carryforwards of approximately $7,471,000, expiring as
follows: $1,478,000 in 2010 to 2012; $1,379,000 in 2018 to 2020; and $4,614,000
in 2021 to 2028. The Company also had available federal and state alternative
minimum tax credit carryforwards of approximately $102,000.

         The income tax expenses (benefits) consisted of the following (in
thousands):

                                          Year Ended December 31,
                                         2008       2007       2006
                                         ----       ----       ----
Current:
   Federal ........................   $    --    $    (1)   $    --
   State ..........................        10         13         20
   Foreign ........................         9         (5)        72
                                      -------    -------    -------
                                           19          7         92
                                      -------    -------    -------
Deferred:
   Federal ........................      (957)      (206)        76
   State ..........................       (95)       (36)        60
   Foreign ........................         1         (2)        (6)
                                      -------    -------    -------
                                       (1,051)      (244)       130
                                      -------    -------    -------
Income tax expenses (benefits), net   $(1,032)   $  (237)   $   222
                                      =======    =======    =======

         Current income taxes in the years ended December 31, 2008, 2007, and
2006, were presented net of credits of $24,000, $17,000, and $17,000,
respectively, arising from the utilization of available tax losses and loss
carryforwards in accordance with SFAS #109.

         The reconciliation of estimated income taxes attributed to continuing
operations at the United States statutory tax rate to reported income tax
expense (benefits) was as follows (in thousands):

                                       59
<PAGE>

                                                       Year Ended December 31,
                                                      2008       2007       2006
                                                      ----       ----       ----
Tax expense amount computed using statutory rate   $  (913)   $  (284)   $    99
State taxes, net of federal benefit ............      (103)       (23)         4
Operations outside the US ......................        21         (7)        11
Discontinued operations and other ..............       (37)        77        108
                                                   -------    -------    -------
  Income tax expense (benefits), net ...........   $(1,032)   $  (237)   $   222
                                                   =======    =======    =======

            The tax effects of temporary differences that give rise to
significant portions of the deferred income tax assets and deferred income tax
liabilities are presented below (in thousands):

                                                                 December 31,
                                                                2008      2007
                                                                ----      ----
Deferred income tax assets:
 Inventories, principally due to additional costs
   inventoried for tax purposes pursuant to the Tax
   Reform Act of 1986 and valuation reserves for
   financial reporting purposes ............................   $  118   $  140
 Compensation and compensated absences, principally
   due to the accrual for financial reporting purposes .. ..      231      246
 Accrual of projected environmental costs, principally
  related to Prometcor's compliance with NJDEP requirements       199      199
 Net operating loss carryforwards ..........................    3,107    2,086
 Alternative minimum tax credit carryforwards ..............      102      113
 Unrecognized net loss on pension plan .....................    1,830      901
 Other .....................................................      367      351
                                                               ------   ------
   Total gross deferred income tax assets ..................    5,954    4,036
   Less valuation allowance ................................       91      163
                                                               ------   ------
   Net deferred income tax assets ..........................    5,863    3,873
                                                               ------   ------
Deferred income tax liabilities:
 Pension expense, due to contributions in excess of
   net accruals ............................................      996    1,044
 Other .....................................................      169      131
                                                               ------   ------
   Total gross deferred income tax liabilities .............    1,165    1,175
                                                               ------   ------
     Net deferred income taxes .............................   $4,698   $2,698
                                                               ======   ======

         A valuation allowance has been established based on the likelihood that
a portion of the deferred income tax assets will not be realized. Realization is
dependent on generating sufficient taxable income prior to expiration of the
loss carryforwards. The ultimate realization of the deferred income tax assets
will require aggregate taxable income of approximately $7,150,000 in the years
prior to the expiration of the net operating loss carryforwards in 2028. The
amount of the deferred income tax assets considered realizable, however, could
be reduced in the near term if estimates of future taxable income during the
carryforward periods are reduced.

                                       60
<PAGE>

            The net deferred income tax assets were classified in the
Consolidated Balance Sheets as follows (in thousands):

                                                  December 31,
                                                 2008     2007
                                                 ----     ----
Current:
   Other current assets ....................   $  348   $  424
   Current assets of discontinued operations      199      199
                                               ------   ------
   Total current ...........................      547      623
                                               ------   ------
Long-Term:
   Other assets ............................    3,429    1,332
   Other assets of discontinued operations .      722      743
                                               ------   ------
   Total long-term .........................    4,151    2,075
                                               ------   ------
Total net deferred income tax assets .......   $4,698   $2,698
                                               ======   ======

         On January 1, 2007, the Company adopted the provisions of FIN 48,
"Accounting for Uncertainty in Income Taxes - An Interpretation of FASB
Statement No. 109". Implementation of FIN 48 did not result in a cumulative
effect adjustment to retained earnings.

         The Company's policy is to report interest and penalties, if any,
related to income taxes in Interest Expense and General and Administrative
Expenses, respectively.

Note 3.  SHORT-TERM DEBT:

            Composition (in thousands):
                                                           December 31,
                                                        2008        2007
                                                        ----        ----
      Revolving loans, Wells Fargo (a)...........     $1,472      $   --
      Revolving loans, CIT.......................         --       2,596
      Note Payable, Bank of the West ............         --         500
      Other (b)..................................        275          30
                                                      ------      ------
                                                      $1,747      $3,126
                                                      ======      ======

         (a) On May 30, 2008, the Company and RCPC, Ronson Aviation and
Ronson-Canada (collectively, the "Borrowers") entered into a secured revolving
credit facility with Wells Fargo. The credit facility consisted of (1) a
revolving line of credit of up to $4.0 million, (2) a Real Estate Term Loan of
$2,922,500 and (3) an Equipment Term Loan of $837,500. Availability under the
credit facility is determined based on the value of the Borrowers' receivables
and inventory, and other factors, as set forth in the credit and security
agreement. The Company is a guarantor of the obligations under the credit
facility. Amounts advanced under the credit facility are secured by
substantially all of the assets of the Company and its subsidiaries, other than
(1) the real property owned by RCPC in Woodbridge, New Jersey and (2) 34% of the
Company's interest in Ronson-Canada.

         The term of the credit facility is 60 months. The revolving line of
credit had a balance of $1,472,000 at December 31, 2008. The revolving line of
credit bore interest at 1/2% over the Wells Fargo prime rate (3.25% at December
31, 2008), or, at the Company's option, a portion may bear interest at LIBOR
plus 3%.

         The Company paid fees to Wells Fargo that are customary for facilities
of this type. The credit facility contains minimum tangible net worth, minimum
net income, minimum net cash flow and other financing covenants, certain
restrictions on capital expenditures, as well as affirmative and negative
covenants and events of default customary for facilities of this type.

         The Company applied $2,940,000 of the proceeds of the credit facility
to pay off its prior credit facility with CIT Group/Commercial Services, Inc;
$399,000 to EPIC Aviation, LLC; $502,000 to Bank of the West; and $577,000 to
Banc of America Leasing.

         As a result of the repayment of the Short-term Debt and Long-term Debt
with the new Wells Fargo financing on May 30, 2008, the Company recorded a
Nonrecurring Loss

                                       61
<PAGE>

on Extinguishment of Debt of $145,000 in 2008. The
Nonrecurring Loss on Extinguishment of Debt was composed of the following:

     Unamortized balance of deferred financing costs               $106,000
     Early termination fee paid to CIT Group/Commercial
                Services, Inc.                                       31,000
     Difference between book value of Long-term Leases with Banc
                Of America Leasing and payoff amount                  3,000
     Legal fees and other                                             5,000
                                                                   --------
                Total                                              $145,000
                                                                   ========

         On November 21, 2008, Wells Fargo advised the Company and its
subsidiaries that Events of Default under the credit agreement dated May 30,
2008, had occurred. These events of default included the Company's not meeting
financial covenants as follows: 1) the minimum Tangible Net Worth as of
September 30, 2008, 2) the minimum Net Income for the nine months ended
September 30, 2008, and 3) the minimum Net Cash Flow for the nine months ended
September 30, 2008, and the Company's not meeting all of the requirements of the
Post-Closing Agreement dated May 30, 2008.

         As a result of the events of default, Wells Fargo increased the
interest rate charged on the loans outstanding under the credit agreement by 3%.
These increases were assessed retroactively to July 1, 2008. In addition, in
November and December, Wells Fargo reduced the amounts available to be borrowed
under the revolving line of credit. In December 2008, Wells Fargo required that
the Company engage a consultant to review and monitor the Company's operation
and Wells Fargo increased its monitoring of the line of credit.

         Based on the amount of the loans outstanding and the levels of accounts
receivable and inventory at December 31, 2008, the Company's subsidiaries had
unused borrowings available at December 31, 2008 of about $135,000 under the
Wells Fargo line of credit described above, of which approximately $70,000 was
utilized on January 2, 2009 to meet the debt service requirements and fees of
Wells Fargo. (Refer to Note 4 below for information regarding the book value of
assets pledged as collateral for the debt above.)

         On March 30, 2009, the Company, its subsidiaries and Wells Fargo
entered into a forbearance agreement. (Refer to Note 16. Subsequent Events
below.)

         (b) Refer to Note 14. Related Party Transactions below.

         At December 31, 2008, the weighted average interest rate for the total
short-term debt was 6.12%.

Note 4. LONG-TERM DEBT:

            Composition (in thousands):
                                                                December 31,
                                                               2008     2007
                                                               ----     ----
   Mortgage loan payable, Capital One (a) ................   $2,133   $2,160
   Note payable, lessor (b) ..............................      160      189
   Term loans payable, Wells Fargo (c) ...................    3,570       --
   Term notes payable, CIT ...............................       --      689
   Note payable, supplier ................................       --      440
   Term notes payable, other .............................       27       42
                                                             ------   ------
                                                              5,890    3,520
   Less portion in current liabilities ...................      454      423
                                                             ------   ------
   Balance of long-term debt .............................   $5,436   $3,097
                                                             ======   ======

         (a) In September 2006, RCPC entered into a mortgage loan agreement with
Capital One for $2,200,000. The mortgage loan had a balance of $2,133,000 at
December 31, 2008 and is secured by a first mortgage on the property of RCPC at
3 and 6 Ronson Road, Woodbridge, NJ and the guarantees of the Company and Ronson
Aviation. In connection with a waiver of a covenant violation at December 31,
2007 provided to the Company by Capital

                                       62
<PAGE>

One, effective April 1, 2008, the interest rate on the mortgage loan was
increased to 8.00%, monthly installments were increased to $17,081, the final
installment on November 1, 2016 was increased to $1,746,000, and the debt
service coverage ratio was modified.

         On August 12, 2008, Capital One provided the Company with a
modification of the mortgage loan because the Company did not meet a minimum
Earnings before Income Taxes covenant for the six months ended June 30, 2008. In
connection with the modification, the interest rate on the mortgage loan was
increased to 9.00% effective 9/1/08, 9.50% effective 1/1/09, 10.00% effective
4/1/09, 10.50% effective 7/1/09, and 11.00% effective 10/1/09. The final due
date of the mortgage was changed to January 1, 2010, from the prior due date of
November 1, 2016. The mortgage modification also eliminated the prepayment
penalty on the agreement until April 1, 2009, when it is partially reinstated.
Based on current interest rates, under the terms of the original mortgage loan
prior to the modification, the prepayment penalty would have been as much as
$700,000.

         (b) As part of the lease agreement for its warehouse, effective March
1, 2004, RCPC entered into a term note payable to the lessor in the original
amount of $440,000. The note bears interest at the rate of 8.25% and is payable
in monthly installments of $3,787 including interest through February 2013. The
note is secured by the leasehold improvements in the warehouse.

         (c) On May 30, 2008, the Company obtained two term loans from Wells
Fargo as part of the new credit facility (refer to Note 3 above), an Equipment
Term Loan in the original amount of $837,500 with a balance of $745,000 as of
December 31, 2008, and a Real Estate Term Loan in the original amount of
$2,922,500 with a balance of $2,825,000 as of December 31, 2008. The Equipment
Term Loan is payable in 60 equal monthly principal payments of about $14,000
plus interest. The Real Estate Term Loan is payable in 60 equal monthly
principal payments of about $16,000 plus interest. The interest rate for the
Equipment Term Loan, originally the prime rate plus .75%, was increased in the
fourth quarter 2008, to the prime rate plus 3.75%, effective July 1, 2008.
Similarly, the interest rate for the Real Estate Term Loan, originally the prime
rate plus 1%, was increased to the prime rate plus 4%, effective July 1, 2008.

         At December 31, 2008, fixed assets with a net book value of $4,825,000,
accounts receivable and inventories of $3,151,000, and other noncurrent assets
with a net book value of $337,000 were pledged as collateral for the debt
detailed in Notes 3 and 4 above.

         Net assets of consolidated subsidiaries, excluding intercompany
accounts, amounted to approximately $1,500,000 at December 31, 2008,
substantially all of which were restricted as to transfer to the Company and its
subsidiaries due to various covenants of their debt agreements at December 31,
2008.

         Long-term debt matures as follows: 2009, $454,000; 2010, $2,490,000;
2011, $406,000; 2012, $413,000; and 2013, $2,127,000.


Note 5. LEASE OBLIGATIONS:

         Lease expenses consisting principally of office and warehouse rentals,
totaled $579,000, $604,000, and $573,000 for the years ended December 31, 2008,
2007 and 2006, respectively.

                                       63
<PAGE>

         At December 31, 2008, the Company's future minimum lease payments under
operating and capitalized leases with initial or remaining noncancellable lease
terms in excess of one year are presented in the table below (in thousands):

                                                          Operating  Capitalized
                                                 Total      Leases     Leases
                                                 ------     ------     ------
Year Ending December 31:
2009 .........................................   $  453     $  436     $   17
2010 .........................................      326        312         14
2011 .........................................      169        165          4
2012 .........................................      140        140         --
2013 .........................................       57         57         --
                                                 ------     ------     ------
Total obligations ............................   $1,145     $1,110         35
                                                 ======     ======

      Less: Amount representing interest .....                              3
                                                                       ------
Present value of capitalized lease obligations                         $   32
                                                                       ======


Capitalized lease property included in the Consolidated Balance Sheets is
presented below (in thousands):
                                                            December 31,
                                                           2008      2007
                                                          ------    ------
Machinery and equipment ........................          $   62    $1,499
Less accumulated amortization ..................              25       335
                                                          ------    ------
                                                          $   37    $1,164
                                                          ======    ======

         The Company has accounted for step rent provisions so that rent
abatements are amortized over the life of the lease on a straight-line basis.
The amounts due under escalation charges (which are all related to operating
expenses, real estate taxes and utilities) are expensed as incurred and included
in minimum lease payments. The capital improvements funding provided to the
Company by the lessor for the Company's South Brunswick, New Jersey warehouse,
was capitalized in leasehold improvements and the debt included in long-term
debt as reported in Note 4 above.

Note 6. RETIREMENT PLANS:

         The Company and its subsidiaries have trusteed retirement plans
covering substantially all employees. The Company's funding policy is to make
minimum annual contributions as required by applicable regulations. The Plan
covering union members generally provides benefits of stated amounts for each
year of service. The Company's salaried pension plan provides benefits using a
formula which is based upon employee compensation. On June 30, 1985, the Company
amended its salaried pension plan so that benefits for future service would no
longer accrue. A defined contribution plan was established on July 1, 1985, in
conjunction with the amendments to the salaried pension plan.

         Plan assets primarily included common stocks (65%), fixed income
securities (12%), cash and money market accounts (12%), a guaranteed annuity
contract (7%), and 241,033 shares of common stock of the Company (4%). The stock
of the Company held by the Plan was valued at $106,000 and $371,000 at December
31, 2008 and 2007, respectively.

                                       64
<PAGE>

         The benefit obligations below are equal to the accumulated benefit
obligations. The following table sets forth the plan's aggregate funded status
and amounts recognized in the Company's Consolidated Balance Sheets (in
thousands):
<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                                       2008       2007
                                                                       ----       ----
<S>                                                                      <C>        <C>
Change in Benefit Obligation:
   Benefit obligation at beginning of year ......................   $ 4,527    $ 4,678
   Service cost .................................................        20         24
   Interest cost ................................................       268        257
   Actuarial loss ...............................................       858         19
   Benefits paid ................................................      (513)      (451)
                                                                    -------    -------
   Benefit obligation at end of year ............................     5,160      4,527
                                                                    -------    -------

Change in Plan Assets:
   Fair value of plan assets at beginning of year ...............     4,674      4,961
   Actual return on plan assets .................................    (1,448)       (74)
   Employer contributions .......................................       155        238
   Benefits paid ................................................      (513)      (451)
                                                                    -------    -------
   Fair value of plan assets at end of year .....................     2,868      4,674
                                                                    -------    -------
   Funded status at end of year .................................   $(2,292)   $   147
                                                                    =======    =======

Amounts recognized in the Consolidated Balance Sheets consist of:
   Non-current Assets ...........................................   $    --    $   147
   Current Liabilities ..........................................       205         --
   Long-term Liabilities ........................................     2,087         --
                                                                    -------    -------
   Net amount recognized ........................................   $ 2,292    $   147
                                                                    =======    =======
<CAPTION>

         The weighted-average assumptions used in the benefit obligations were
as follows:

                                                                    Year Ended December 31,
                                                                     2008           2007
                                                                     ----           ----
<S>                                                                  <C>            <C>
Discount rate....................................................    6.30%          5.92%
</TABLE>

         The Company's Consolidated Statements of Operations included pension
expense consisting of the following components (in thousands):

                                                 Year Ended December 31,
                                               2008        2007        2006
                                               ----        ----        ----
Components of net periodic benefit cost:
   Service cost ........................   $     20    $     24    $     26
   Interest cost .......................        268         257         262
   Expected return on plan assets ......       (257)       (273)       (202)
   Amortization of prior service cost ..          5           5           5
   Recognized net actuarial loss .......        239         213         255
                                           --------    --------    --------
   Net pension expense .................   $    275    $    226    $    346
                                           ========    ========    ========

            The detail of amounts included in Accumulated Other Comprehensive
Loss is included in Note 12, Accumulated Other Comprehensive Loss.

            The weighted average assumptions used in computing the net period
benefit cost were as follows:
                                                      Year Ended December 31,
                                                       2008    2007    2006
                                                       ----    ----    ----
Discount rate.......................................   5.92%   5.50%   5.50%
Expected long-term rate of return on plan assets....   5.50%   5.50%   5.00%

         The estimated net actuarial loss and prior service cost for the defined
benefit pension plans that will be amortized from accumulated other
comprehensive loss into net

                                       65
<PAGE>

periodic benefit cost in 2009 are $418,000 and $5,000, respectively. The
estimated prior service cost for the other defined benefit postretirement plan
that will be amortized from accumulated other comprehensive loss into net
periodic benefit cost in 2009 is $1,000.

         Contributions to the pension plan during 2009 are expected to be
approximately $242,000.


         Investment objectives for the Company's U.S. plan assets are to:

         (1) optimize the long-term return on plan assets at an acceptable level
             of risk;
         (2) maintain diversification across asset classes;
         (3) maintain control of the risk level within each asset class; and
         (4) focus on a long-term return objective.

         The Plan engages investment managers to manage the Plan's investments
in equities, other than in the Company's stock and fixed income securities.
Investment guidelines are established with each investment manager. Unless
exceptions have been approved, investment managers are prohibited from buying or
selling commodities, futures, or option contracts, as well as from short selling
of securities. The Company does not expect to make further investments in the
guaranteed annuity contract or in the stock of the Company. To determine the
expected long-term rate of return assumption on plan assets, the Company uses a
conservative estimate of future returns.

         The benefit payments expected to be paid in the next ten years, in
thousands, are as follows:

         2009                 $  434
         2010                    445
         2011                    442
         2012                    458
         2013                    456
         2014-2018             2,335

         The Company contributes to its defined contribution plan at the rate of
1% of each covered employee's compensation. The Company also contributes an
additional amount equal to 50% of a covered employee's contribution to a maximum
of 1% of compensation. Expenses of about $62,000, $64,000, and $62,000 for this
plan were recorded in 2008, 2007, and 2006, respectively. These Company
contributions in 2009 are being deferred.


Note 7. COMMITMENTS AND CONTINGENCIES:

         In December 1989 the Company adopted a plan to discontinue the
operations of its wholly owned subsidiary, Ronson Metals Corporation,
subsequently renamed Prometcor, Inc. ("Prometcor"). Upon the cessation of
operations, Prometcor began its compliance with the environmental requirements
of all applicable laws with the objective of selling the property previously
used in the discontinued operations. The full extent of the costs and time
required for completion is not determinable until the remediation, if any is
required, and confirmatory testing related to the remaining groundwater matter
have been completed and accepted by the New Jersey Department of Environmental
Protection ("NJDEP").

         The liability for these estimated costs and expenses as recorded in the
financial statements at December 31, 2008, was approximately $500,000 based on
the lower limit of the range of costs as projected by the Company and its
consultants. The estimated upper limit of the range of costs was discounted at
approximately $600,000 above the lower limit.

         The long-term portion of the environmental liability related to
Prometcor was discounted at the rate of 6% per annum. The aggregate undiscounted
amount was

                                       66
<PAGE>

approximately $273,000 as compared to the discounted amount of $181,000. The
current portion, which would be expended in the year a plan is approved by the
NJDEP, is $317,000. The undiscounted amount of the long-term portion is expected
to be expended at the rate of about $24,000 in the first year following the
approval by the NJDEP of a plan; about $11,000/year for an additional eighteen
years; and about $10,000/year for an additional ten years.

         In 1999 Ronson Aviation completed the installation of a new fueling
facility and ceased use of most of its former underground storage tanks. The
primary underground fuel storage tanks formerly used by Ronson Aviation were
removed in 1999 as required by the NJDEP. Related contaminated soil was removed
and remediated. In 2000 initial groundwater tests were completed. Ronson
Aviation's environmental consultants have advised the Company that preliminary
results of that testing indicate that no further actions should be required. The
extent of groundwater contamination cannot be determined until final testing has
been completed and accepted by the NJDEP. The Company intends to vigorously
pursue its rights under the leasehold and under the statutory and regulatory
requirements. Since the amount of additional costs, if any, and their ultimate
allocation cannot be fully determined at this time, an estimate of additional
loss, or range of loss, if any, that is reasonably possible, cannot be made.
Thus, the effect on the Company's financial position or results of future
operations cannot yet be determined, but management believes that the effect
will not be material.

         The Company is involved in various lawsuits and claims. While the
amounts claimed may be substantial, the ultimate liability cannot now be
determined because of the considerable uncertainties that exist. Therefore, it
is possible that results of operations or liquidity in a particular period could
be materially affected by certain contingencies. However, based on facts
currently available including the insurance coverage that the Company has in
place, management believes that the outcome of these lawsuits and claims will
not have a material adverse effect on the Company's financial position.

         The Company has an employment contract with an officer of the Company
which expires on December 31, 2009. Base salary in the year 2009 under the
contract is $544,341, with future increases subject to the Company reporting
operating earnings in the year prior to each increase; however, in the first
quarter of 2009 Mr. Louis V. Aronson accepted reductions totaling 12%. The base
salary in 2007 reflected a 5% reduction offered and accepted by Mr. Louis V.
Aronson effective November 16, 2007; a 7% reduction offered and accepted by Mr.
Louis V. Aronson effective October 1,2005; and the increases due to Mr. Aronson
under the terms of the contract on January 1, 2008, January 1, 2007, and January
1, 2006, were waived by him. The contract also provides for additional
compensation and benefits, including a death benefit equal to two years' salary.
The Company has purchased term life insurance for which the Company is the sole
beneficiary to provide coverage for a substantial portion of the potential death
benefit.

Note 8. PREFERRED STOCK:

         In 1998 the Company declared a dividend of one Preferred Stock Purchase
Right ("Right") for each outstanding share of the Company's common stock. The
Rights are not presently exercisable. Each Right entitles the holder, upon the
occurrence of certain specified events, to purchase from the Company one
one-thousandth of a share of Series A Preferred Stock at a purchase price of $20
per share. The Rights further provide that each Right will entitle the holder,
upon the occurrence of certain other specified events, to purchase from the
Company, common stock having a value of twice the exercise price of the Right
and, upon the occurrence of certain other specified events, to purchase from
another person into which the Company was merged or which acquired 50% or more
of the Company's assets or earnings power, common stock of such other person
having a value of twice the exercise price of the Right. The Rights may be
generally redeemed by the Company at a price of $0.01 per Right. The Rights had
been due to expire on October 22, 2008. On October 10, 2008, the expiration date
of the Rights was extended to September 1, 2011.

                                       67
<PAGE>

Note 9. STOCK OPTIONS:

            The Company has an incentive stock option plan which provides for
the grant of options to purchase shares of the Company's common stock. The
options may be granted to officers, directors and other key employees of the
Company and its subsidiaries at not less than 100% of the fair market value on
the date on which options are granted. On November 27, 2001, the stockholders
approved the adoption of the Company's 2001 Incentive Stock Option Plan which
provides for the grant of options for up to 175,888 shares of common stock.
Options granted under the plan are exercisable after six months from the date of
the grant and within five years of the grant date, at which time such options
expire. All options are vested on the date of the grant.

            The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model average assumptions:

                                                        Year Ended December 31,
                                                       2008     2007      2006
                                                       ----     ----      ----
Risk-free interest rate                               3.25%    3.44%     4.69%
Dividend yield                                           0%       0%        0%
Volatility factor - expected market price of
  Company's common stock                               0.81     0.67      0.63
Weighted average expected life of options           5 years  5 years   5 years

            A summary of the Company's stock option activity and related
information for the three years ended December 31, 2008, were as follows:

                                            Number of    Weighted Average
                                             Options      Exercise Price
                                           ------------   --------------
Outstanding at 12/31/05 ................         97,750    $      0.851
  Exercised ............................        (55,882)   $      0.852
  Expired ..............................         (7,739)   $      0.856
                                           ------------

Outstanding at 12/31/06 ................         34,129    $      0.849
  Granted ..............................         11,026    $      1.846
  Exercised ............................        (28,478)   $      0.849
  Expired ..............................         (5,651)   $      0.849
                                           ------------

Outstanding at 12/31/07 ................         11,026    $      1.846
  Granted ..............................         20,000    $      0.453
  Expired ..............................         (5,513)   $      1.846
                                           ------------

Outstanding at 12/31/08 ................         25,513    $      0.754
                                           ============    ============

Exercisable at 12/31/08 ................          5,513    $      1.846
                                           ============    ============

         Weighted average fair value of options granted during the year for
options on which the exercise price:

         Equals the market price on the grant date          $0.273
         Exceeds the market price on the grant date            N/A

         The weighted average exercise price for options outstanding as of
December 31, 2008, was $0.754 per share. The weighted average contractual life
of those options was 4.5 years.

Note 10. STATEMENTS OF CASH FLOWS:

         Certificates of deposit that have a maturity of less than 90 days are
considered cash equivalents for purposes of the accompanying Consolidated
Statements of Cash Flows.

                                       68
<PAGE>

            Supplemental disclosures of cash flow information are as follows (in
thousands):

                                                         Year Ended December 31,
                                                          2008    2007    2006
                                                          ----    ----    ----
Cash Payments for:
   Interest                                               $598    $629    $502
   Income taxes                                              2      87     152

Financing & Investing Activities Not Affecting Cash:
   Capital lease obligations incurred                       --      14      49
   Equipment financed by seller                             18      --      55

Note 11. INDUSTRY SEGMENTS INFORMATION:

         The Company has two reportable segments: consumer products and aviation
services. The Company's reportable segments are strategic business units that
offer different products and services.

         The consumer products segment produces packaged fuels, flints,
refillable lighters and multi-purpose lighters, torches, a candle, a penetrant
spray lubricant, and a spot remover, which are distributed through distributors,
food brokers, mass merchandisers, drug chains, convenience stores, and
automotive and hardware representatives. Ronson Consumer Products is a principal
supplier of packaged flints and lighter fuels in the United States and Canada.

         The aviation services segment represents the fueling and servicing of
fixed wing aircraft and helicopters, and rental of hangar and office space. The
aircraft product and services are sold through Company sales personnel. Ronson
Aviation provides a wide range of general aviation services to the general
public and to government agencies located in the vicinity of its facilities in
Trenton, New Jersey.

         The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
performance based on profit or loss before intercompany charges and income
taxes.

                                       69
<PAGE>

Financial information by industry segment is summarized below (in thousands):

<TABLE>
<CAPTION>
                                                             2008        2007        2006
                                                             ----        ----        ----
<S>                                                      <C>         <C>         <C>
Net sales:
  Consumer  Products .................................   $ 12,524    $ 13,883    $ 16,870
  Aviation Services ..................................     11,663      12,363      12,374
                                                         --------    --------    --------
    Consolidated .....................................   $ 24,187    $ 26,246    $ 29,244
                                                         ========    ========    ========

Earnings (loss) before interest, other items,
 and intercompany charges:
  Consumer Products ..................................   $ (1,116)   $    269    $  1,243
  Aviation Services ..................................      1,326       1,612       1,660
                                                         --------    --------    --------
  Total Reportable Segments ..........................        210       1,881       2,903
  Corporate and others ...............................     (1,637)     (1,815)     (1,719)
  Other charges ......................................         --         (28)        (91)
                                                         --------    --------    --------
    Consolidated .....................................   $ (1,427)   $     38    $  1,093
                                                         ========    ========    ========

Interest expense:
  Consumer Products ..................................   $    389    $    406    $    290
  Aviation Services ..................................        207          44          24
                                                         --------    --------    --------
  Total Reportable Segments ..........................        596         450         314
  Corporate and others ...............................         75          83         162
                                                         --------    --------    --------
    Consolidated .....................................   $    671    $    533    $    476
                                                         ========    ========    ========

Depreciation and amortization:
  Consumer Products ..................................   $    415    $    498    $    412
  Aviation Services ..................................        256         193         199
                                                         --------    --------    --------
  Total Reportable Segments ..........................        671         691         611
  Corporate and others ...............................         57          49          45
                                                         --------    --------    --------
    Consolidated .....................................   $    728    $    740    $    656
                                                         ========    ========    ========

Earnings (loss) before intercompany charges and taxes:
  Consumer Products ..................................   $ (1,655)   $   (254)   $    946
  Aviation Services ..................................      1,079       1,539       1,606
                                                         --------    --------    --------
  Total Reportable Segments ..........................       (576)      1,285       2,552
  Corporate and others ...............................     (1,963)     (2,091)     (2,172)
  Other charges ......................................         --         (28)        (91)
  Nonrecurring loss ..................................       (145)         --          --
                                                         --------    --------    --------


    Consolidated .....................................   $ (2,684)   $   (834)   $    289
                                                         ========    ========    ========

Segment assets:
  Consumer Products ..................................   $  6,600    $  7,829    $  7,640
  Aviation Services ..................................      5,201       5,302       4,506
                                                         --------    --------    --------
  Total Reportable Segments ..........................     11,801      13,131      12,146
  Corporate and others ...............................      2,115       1,329       1,550
  Discontinued operations ............................        921         941       1,024
                                                         --------    --------    --------
    Consolidated .....................................   $ 14,837    $ 15,401    $ 14,720
                                                         ========    ========    ========

Segment expenditures for long-lived assets:
  Consumer Products ..................................   $     87    $    118    $    155
  Aviation Services ..................................         22         990       2,032
                                                         --------    --------    --------
  Total Reportable Segments ..........................        109       1,108       2,187
  Corporate and others ...............................         26           3         102
                                                         --------    --------    --------
    Consolidated .....................................   $    135    $  1,111    $  2,289
                                                         ========    ========    ========
</TABLE>

                                       70
<PAGE>

         Geographic information regarding the Company's net sales and long-lived
assets was as follows (in thousands):

                               Year Ended December 31,
                               2008      2007      2006
                               ----      ----      ----
Net sales (1):
  United States .........   $21,722   $23,892   $25,831
  Canada ................     2,400     2,047     1,949
  Other foreign countries        65       307     1,464
                            -------   -------   -------
                            $24,187   $26,246   $29,244
                            =======   =======   =======


                        December 31,
                       2008     2007
                       ----     ----
Long-lived assets:
  United States ..   $5,799   $6,267
  Canada .........       44       51
                     ------   ------
                     $5,843   $6,318
                     ======   ======

(1) Net sales are attributed to countries based on location of customer.

            Information regarding the Company's net sales by product category
was as follows (in thousands):

                                                     Year Ended December 31,
                                                    2008      2007      2006
                                                    ----      ----      ----
Packaged fuels, flints, lighters and torches .   $12,441   $13,831   $16,803
Other consumer products ......................        83        52        67
Aircraft .....................................        --     1,269     1,796
Aviation fuels and other aviation products and
services .....................................    11,663    11,094    10,578
                                                 -------   -------   -------
                                                 $24,187   $26,246   $29,244
                                                 =======   =======   =======

         In the financial information by industry segment above, Corporate and
Others is primarily composed of general and administrative expenses of the
parent company. Expense categories included salaries and benefits costs;
professional fees; the pension expense of the former defined benefit plans
(included only in Earnings (Loss) before Intercompany Charges and Taxes) and
shareholder relations expenses, among others.

         The Company performs ongoing credit evaluations of its customers'
financial condition and generally requires no collateral from its customers.

         For the year ended December 31, 2006, Net Sales which amounted to
approximately $3,809,000, of Consolidated Net Sales were made by Ronson Consumer
Products to one customer. As of December 31, 2008 and 2007, accounts receivable
from that customer amounted to approximately 12% and 13%, respectively, of
Consolidated Accounts Receivable. No customer accounted for more than 10% of Net
Sales for the years ended December 31, 2008 and 2007, and no other customer
accounted for more than 10% of Consolidated Accounts Receivable at December 31,
2008 and 2007.

Note 12. ACCUMULATED OTHER COMPREHENSIVE LOSS:

         Comprehensive loss (income) is included in the Statements of
Consolidated Stockholders' Equity. The components of Accumulated Other
Comprehensive Loss as shown on the Consolidated Balance Sheets were as follows
(in thousands):

                                       71
<PAGE>
<TABLE>
<CAPTION>

                                       Foreign                                               Accumulated
                                      Currency         Net          Prior        Cash           Other
                                     Translation    Pension        Service    Flow Hedging  Comprehensive
                                     Adjustments      Loss          Cost       Adjustment       Loss
                                     -----------   ----------    ----------    ----------    ----------
<S>                                 <C>           <C>           <C>           <C>           <C>
Balance at December 31, 2005 .....   $      (61)   $    1,619    $       --    $      (13)   $    1,545
Adjustment to initially apply FASB
  Statement No. 158 ..............           --            --            65            --            65
Current period loss (gain) .......           81          (335)           --            21          (233)
Recognized as components of net
  periodic benefit cost ..........           --          (257)           --            --          (257)
Income tax expense (benefit) .....          (33)          236           (26)           (8)          169
                                     ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2006 .....          (13)        1,263            39            --         1,289
Current period loss (gain) .......          (46)          365            (8)           --           311
Recognized as components of net
  periodic benefit cost ..........           --          (213)           (6)           --          (219)
Income tax expense (benefit) .....           18           (61)            7            --           (36)
                                     ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2007 .....          (41)        1,354            32            --         1,345
Current period loss (gain) .......           60         2,563            --            --         2,623
Recognized as components of net
  periodic benefit cost ..........           --          (239)           (6)           --          (245)
Income tax expense (benefit) .....          (23)         (926)            1            --          (948)
                                     ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2008 .....   $       (4)   $    2,752    $       27    $       --    $    2,775
                                     ==========    ==========    ==========    ==========    ==========
</TABLE>

Note 13. CONCENTRATIONS:

         Due to an increase in FDIC insured limits, at December 31, 2008, the
Company did not have cash deposits in banks in excess of those insured limits.
The Company periodically reviews the financial condition of the bank to minimize
its exposure.

         Ronson Consumer Products currently purchases lighter products and
torches from manufacturers in Peoples Republic of China and Taiwan. Since there
are a number of sources of similar lighter products, management believes that
other suppliers could provide lighters on comparable terms. A change of
suppliers, however, might cause a delay in delivery of the Company's lighter
products and torches and, possibly, a short-term loss in sales which could have
a short-term adverse effect on operating results.

Note 14. RELATED PARTY TRANSACTIONS:

         Prior to 2005, Mr. Carl W. Dinger III, a minority shareholder, entered
into a consulting agreement and an option agreement with the Company whereby Mr.
Dinger would provide certain consulting services. The option and consulting
agreements expired July 7, 2007 and were not renewed. Notwithstanding, Mr.
Dinger received compensation for these services in the amounts of $39,060 and
$78,120, during the years ended December 31, 2007 and 2006, respectively.

         In addition, Mr. Dinger had granted the Company an option to acquire
his shares in the Company. For the years 2007 and 2006, the option cost was
$4,000 a month. Effective January 1, 2005, Mr. Dinger owned 590,082 shares of
the Company, for which Mr. Dinger would receive $5.35 per share as the exercise
price. Mr. Dinger had also granted the Company's Board of Directors an
irrevocable proxy to vote these shares during the term of the option. The
Company's cost for the option agreement was $24,000 and $48,000 during each of
the years ended December 31, 2007 and 2006, respectively.

         The Company incurred costs for consulting services under an agreement
with a director of the Company (two in 2006) of $21,000, $24,000, and $31,000,
in the years ended December 31, 2008, 2007 and 2006, respectively. The Company
incurred costs for printing services from Michael Graphics, Inc., of $50,000,
$62,000, and $67,000 in the years ended December 31, 2008, 2007, and 2006,
respectively. A greater than 10% shareholder of Michael Graphics, Inc., is the
son-in-law of the Company's president.

                                       72
<PAGE>

         In the third quarter of 2008, the Company's President and CEO provided
loans to the Company totaling $275,000, due on demand with interest at the prime
rate minus one-half percent (2.75% at December 31, 2008).

Note 15.  QUARTERLY FINANCIAL DATA:

            Presented below is a schedule of selected quarterly consolidated
financial information for each of the two years in the period ending December
31, 2008.

(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                 First        Second        Third         Fourth        Total
                                                Quarter       Quarter       Quarter       Quarter        Year
                                                -------       -------       -------       -------        ----
<S>                                           <C>           <C>           <C>           <C>           <C>
Year ended December 31, 2008
----------------------------
Net sales                                     $    6,596    $    6,715    $    5,455    $    5,421    $   24,187
Gross profit(a)                               $    1,799    $    1,816    $    1,115    $      929    $    5,659
Net Loss                                      $     (261)   $     (238)   $     (487)   $     (666)   $   (1,652)
Loss per share
 Basic                                        $    (0.05)   $    (0.05)   $    (0.10)   $    (0.13)   $    (0.32)
 Diluted                                      $    (0.05)   $    (0.05)   $    (0.10)   $    (0.13)   $    (0.32)
Other income (expense)
included in net loss (b),(c)                  $       --    $      (87)   $       --    $       --    $      (87)


Year ended December 31, 2007
----------------------------
Net sales                                     $    6,097    $    6,543    $    6,606    $    7,000    $   26,246
Gross profit(a)                               $    1,939    $    1,850    $    1,806    $    2,130    $    7,725
Net Loss                                      $      (92)   $     (245)   $     (198)   $      (62)   $     (597)
Loss per share
 Basic                                        $    (0.02)   $    (0.05)   $    (0.04)   $    (0.01)   $    (0.12)
 Diluted                                      $    (0.02)   $    (0.05)   $    (0.04)   $    (0.01)   $    (0.12)
Other income (expense)
included in net loss (b),(d)                  $       21    $        5    $      (37)   $       (6)   $      (17)

</TABLE>

(a)      Net Sales, less Cost of Sales, less a portion of Depreciation and
         Amortization
(b)      Items are presented net of income tax effect
(c)      The cost included in second quarter of 2008 was the charge recognized
         due to the Company's refinancing of former loans
(d)      The costs included in the 2007 quarters were the legal fees incurred as
         a result of the derivative action and a second lawsuit filed by the
         same shareholder, net of related insurance reimbursements

Note 16.  SUBSEQUENT EVENTS

         On March 30, 2009, the Company and its wholly-owned subsidiaries
entered into a forbearance agreement with their principal lender, Wells Fargo,
under which Wells Fargo has agreed not to assert existing events of default
under the Borrowers' credit facilities with Wells Fargo through April 24, 2009,
or such earlier date determined under the Forbearance Agreement. The forbearance
period may terminate earlier if, among other events, the Borrowers breach the
forbearance agreement, additional events of default occur under the credit
facilities with Wells Fargo, the Borrowers fail to employ a Chief Restructuring
Officer or the Borrowers fail actively to pursue alternative financing or
divestiture of the Company's aviation division. During the forbearance period,
Wells Fargo will make available to the domestic Borrowers an overadvance
facility in the amount of up to $500,000 to supplement the Borrowers' credit
line, the maximum amount of which will be adjusted to $2 million. During the
forbearance period, the Borrowers will continue to be obligated for interest at
the default rate under the credit and term loan facilities with Wells Fargo,
except for interest on overadvances that accrue at the

                                       73
<PAGE>

bank's prime rate plus 8% per annum, in addition to a forbearance fee in the
amount of $450,000 which will be charged as an advance under the credit line
upon the earlier of the end of the Forbearance Period or repayment of all
amounts owed to Wells Fargo. (Refer to Notes 3 and 4 above.)

         On March 30, 2009, the Company also announced that it has initiated
plans to divest Ronson Aviation, its wholly-owned subsidiary engaged as a
fixed-base operator at Trenton-Mercer Airport. Ronson Aviation provides aircraft
fueling and servicing, avionics sales, aircraft repairs and maintenance, hangar
and office leasing and related services.

         The Company is in the process of procuring purchasers so as to maximize
the value of Ronson Aviation, permit it to satisfy outstanding indebtedness,
including to Wells Fargo, and provide working capital to support and focus on
its consumer products business. The Company's objective is to consummate a
transaction prior to the end of the second quarter of 2009, subject to
identifying and reaching agreement with a prospective purchaser, obtaining
shareholder approval and meeting other conditions that may be contained in
definitive documentation once negotiated.

         The following unaudited proforma information is presented for
informational purposes only and is not intended to be indicative of either
future results of our operations or results that might have been achieved had
the sale actually occurred in the reported period.

         The proforma adjustments include the sale of the net assets of Ronson
Aviation and the repayment of the credit facility with Wells Fargo.

         The unaudited proforma consolidated balance sheet as of December 31,
2008 gives effect to the sale of the net assets of Ronson Aviation as if the
transaction occurred on December 31, 2008, the last day of the Company's fiscal
year.
<TABLE>
<CAPTION>
                                                                      PROFORMA
                                                     HISTORICAL      ADJUSTMENTS      PROFORMA
                                                     ----------      -----------      --------
                                     ASSETS
<S>                                                          <C>            <C>              <C>
Current Assets
Cash and cash equivalents                           $         84    $      3,656    $      3,740
Accounts receivable, net                                   1,288                           1,288
Inventories                                                1,839            (272)          1,567
Other current assets                                         897            (194)            703
                                                    ------------    ------------    ------------
   Total Current Assets                                    4,108           3,190           7,298
                                                    ------------    ------------    ------------

Property, plant and equipment, at cost                    15,881          (7,639)          8,242
Less accumulated depreciation and amortization            10,038          (4,077)          5,961
                                                    ------------    ------------    ------------
                                                           5,843          (3,562)          2,281

Other assets                                               4,886          (1,333)          3,553
                                                    ------------    ------------    ------------
                                                    $     14,837    $     (1,705)   $     13,132
                                                    ============    ============    ============

                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities
Short-term debt                                     $      1,747    $     (1,472)   $        275
Current portion of long-term debt and leases                 467            (367)            100
Accounts payable                                           2,902             (25)          2,877
Accrued expenses                                           2,033             439           2,472
                                                    ------------    ------------    ------------
   Total Current Liabilities                               7,149          (1,425)          5,724
                                                    ------------    ------------    ------------

Long-term debt and leases                                  5,455          (3,215)          2,240
Other long-term liabilities                                2,327                           2,327

Stockholders' Equity (Deficiency)
Common stock                                               5,173                           5,173
Additional paid-in capital                                29,998                          29,998
Accumulated deficit                                      (30,893)          2,935         (27,958)
Accumulated other comprehensive loss                      (2,775)                         (2,775)
                                                    ------------    ------------    ------------
                                                           1,503           2,935           4,438
Less cost of treasury shares                               1,597                           1,597
                                                    ------------    ------------    ------------
   Total Stockholders' Equity (Deficiency)                   (94)          2,935           2,841
                                                    ------------    ------------    ------------
                                                    $     14,837    $     (1,705)   $     13,132
                                                    ============    ============    ============
</TABLE>

                                       74
<PAGE>

The unaudited proforma consolidated statement of operations for the year ended
December 31, 2008 gives effect to the sale of the net assets of Ronson Aviation
as if the transaction occurred on January 1, 2008, the first day of the
Company's fiscal year.

                                                     PROFORMA
                                      HISTORICAL    ADJUSTMENTS     PROFORMA
                                      ----------    -----------     --------

Net Sales                             $   24,187    $  (11,663)   $   12,524
                                      ----------    ----------    ----------
Cost and expenses:
  Cost of sales                           18,053        (9,172)        8,881
  Selling, shipping and advertising        3,373           (26)        3,347
  General and administrative               3,566          (923)        2,643
  Depreciation and amortization              622          (216)          406
                                      ----------    ----------    ----------
                                          25,614       (10,337)       15,277
                                      ----------    ----------    ----------

Loss from Operations                      (1,427)       (1,326)       (2,753)
                                      ----------    ----------    ----------

Other (income) expense:
  Interest expense                           671          (183)          488
  Gain on sale of assets                                (4,604)       (4,604)
  Other-net                                  586           (92)          494
                                      ----------    ----------    ----------
                                           1,257        (4,879)       (3,622)
                                      ----------    ----------    ----------

Earnings (Loss) Before Income Taxes       (2,684)        3,553           869

Income tax expense (benefit)              (1,032)        2,062         1,030
                                      ----------    ----------    ----------

Net Earnings (Loss)                   $   (1,652)   $    1,491    $     (161)
                                      ==========    ==========    ==========

         Assets and liabilities expected to be included in the sale comprise the
following at December 31, 2008:

Inventory                                                             $      272
Other current assets                                                          47
Property and equipment, net                                                3,562
Other assets                                                                   2
                                                                      ----------
                                                                           3,883
                                                                      ----------
Accounts payable and accrued expenses                                         64
Lease obligations                                                             12
                                                                      ----------
                                                                              76
                                                                      ----------
                                                                      $    3,807
                                                                      ==========


                                       75
<PAGE>


FORM 10-K -- ITEM 15 (a) (2) and (d)

RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES

LIST OF FINANCIAL STATEMENT SCHEDULES

         Schedule I  Condensed Financial Information of Company

         Schedule II Valuation and Qualifying Accounts




                                       76
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


The Board of Directors
Ronson Corporation:

Under date of April 15, 2009, we reported on the consolidated balance sheets of
Ronson Corporation and subsidiaries as of December 31, 2008 and 2007, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the years in the three year period ended December 31,
2008 as contained in the annual report on Form 10-K for the year 2008. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedules as listed
in the accompanying index. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.

In our opinion, the related financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.


DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
April 15, 2009

                                       77
<PAGE>

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION
--------------------------------------------------------------------------------

CONDENSED BALANCE SHEETS
 (dollars in thousands)


                                     ASSETS
                                     ------
                                                               December 31,
                                                          --------------------
                                                            2008        2007
                                                          --------    --------
CURRENT ASSETS:
Cash .................................................... $     --    $     22
Other current assets ....................................      191         201
                                                          --------    --------
         Total Current Assets ...........................      191         223

Property, plant, and equipment ..........................      293         267
Less accumulated depreciation and amortization ..........      233         200
                                                          --------    --------
                                                                60          67
Other assets ............................................    3,458       4,588
                                                          --------    --------
TOTAL ASSETS ............................................ $  3,709    $  4,878
                                                          ========    ========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               -------------------------------------------------

CURRENT LIABILITIES:
Short-term debt ......................................... $    275    $     30
Current portion of long-term debt .......................       11          19
Accounts payable ........................................      580         478
Other current liabilities ...............................      439         234
                                                          --------    --------
         Total Current Liabilities ......................    1,305         761

Long-term debt ..........................................       14           9
Other long-term liabilities .............................    2,484       1,121

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY):

Common stock ............................................    5,173       5,173
Additional paid-in capital ..............................   29,998      29,997
Accumulated deficit .....................................  (30,893)    (29,241)
Accumulated other comprehensive loss ....................   (2,775)     (1,345)
                                                          --------    --------
                                                             1,503       4,584
Less cost of treasury shares:
   2008 and 2007, 84,799 ................................    1,597       1,597
                                                          --------    --------
                                                               (94)      2,987
                                                          --------    --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY).. $  3,709    $  4,878
                                                          ========    ========

The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.

                                       78
<PAGE>

              SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION
--------------------------------------------------------------------------------

CONDENSED STATEMENTS OF OPERATIONS
      (dollars in thousands)
                                                    YEAR ENDED DECEMBER 31,
                                                -----------------------------
                                                  2008       2007       2006
                                                  ----       ----       ----

Management administration (from wholly
    owned subsidiaries eliminated
    in consolidation) .......................   $ 2,185    $ 2,373    $ 2,380
                                                -------    -------    -------

Costs and expenses:
    General and administrative expenses .....     1,637      1,843      1,810
    Interest expense (includes intercompany
       interest expense of  $3, $1 and $75
       in 2008, 2007 and 2006, respectively,
       eliminated in consolidation) .........        75         83        162
    Non-operating expense - net .............       250        192        291
                                                -------    -------    -------
                                                  1,962      2,118      2,263
                                                -------    -------    -------

EARNINGS BEFORE INCOME TAXES
    AND EQUITY IN NET EARNINGS (LOSS)
    OF SUBSIDIARIES .........................       223        255        117

Income tax provisions .......................       121        157         69

Equity in net earnings (loss) of subsidiaries    (1,754)      (695)        19
                                                -------    -------    -------
NET EARNINGS (LOSS) .........................   $(1,652)   $  (597)   $    67
                                                =======    =======    =======

The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.

                                       79
<PAGE>

<TABLE>
<CAPTION>

                 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                     RONSON CORPORATION
-------------------------------------------------------------------------------------------

CONDENSED STATEMENTS OF CASH FLOWS
     (dollars in thousands)

                                                                  YEAR ENDED DECEMBER 31,
                                                              -----------------------------
                                                                 2008       2007       2006
                                                                 ----       ----       ----
<S>                                                           <C>        <C>        <C>
Cash Flows from Operating Activities:
Net earnings (loss) .......................................   $(1,652)   $  (597)   $    67
Adjustments to reconcile net earnings (loss)
    to net cash provided by (used in) operating activities:
    Equity in net (earnings) loss of subsidiaries .........     1,754        695        (19)
    Depreciation and amortization .........................        90         49         45
    Stock option expense ..................................         1         12         --
    Deferred income tax expenses (benefit) ................       (15)        60        164
    Increase (decrease) in cash from changes in
       current assets and current liabilities .............       111        325       (232)
    Increase in net advances to (from) subsidiaries .......      (602)      (441)       435
    Net change in pension-related accounts ................       117        (17)      (429)
    Other .................................................       (42)       (86)        35
                                                              -------    -------    -------
       Net cash provided by (used in) operating
        activities ........................................      (238)        --         66
                                                              -------    -------    -------
Cash Flows from Investing Activities:
Capital expenditures ......................................        (8)        (3)       (48)
Proceeds from disposal of property, plant & equipment .....        --         --         12
                                                              -------    -------    -------
       Net cash used in investing activities ..............        (8)        (3)       (36)
                                                              -------    -------    -------

Cash Flows from Financing Activities:
Proceeds from short-term debt .............................       275         30         --
Proceeds from issuance of common stock ....................        --         26         47
Payments of short-term debt ...............................       (30)        --         --
Payments of long-term debt ................................       (21)       (17)       (19)
Cost of stock option agreement ............................        --        (24)       (48)
                                                              -------    -------    -------
       Net cash provided by (used in) financing activities        224         15        (20)
                                                              -------    -------    -------
Net increase (decrease) in cash ...........................       (22)        12         10

Cash at beginning of year .................................        22         10         --
                                                              -------    -------    -------

Cash at end of year .......................................   $    --    $    22    $    10
                                                              =======    =======    =======
</TABLE>

The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.

                                       80
<PAGE>

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                               RONSON CORPORATION
--------------------------------------------------------------------------------

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A: Condensed Financial Statements.

         The accompanying financial statements should be read in conjunction
with the consolidated financial statements of the Registrant, Ronson Corporation
(the "Company") and its subsidiaries included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2008.

         The Company's wholly owned subsidiaries in the condensed financial
statements are accounted for by the equity method of accounting.

         The Company has authorized 11,848,106 shares of common stock with a par
value of $1.00, of which 5,083,539 were outstanding at December 31, 2008 and
2007, adjusted for the 5% stock dividend declared February 1, 2008.

NOTE B: Other Assets and Other Liabilities.
                                                      December 31,
                                                     (in thousands)
                                                      2008      2007
                                                    ------    ------
Other Assets
   Investment in subsidiaries                       $1,594    $3,549
   Deferred income tax assets, net                   1,505       675
   Other                                               359       364
                                                    ------    ------
                                                    $3,458    $4,588
                                                    ======    ======
Other Liabilities
   Net advances from subsidiaries                     $514    $1,116
   Pension liability                                 1,958        --
   Other                                                12         5
                                                    ------    ------
                                                    $2,484    $1,121
                                                    ======    ======

         Investment in subsidiaries was eliminated in consolidation. The net
advances from subsidiaries of $514,000 and $1,116,000 at December 31, 2008 and
2007, respectively, were eliminated in consolidation.

NOTE C: Unrecognized Net Loss on Pension Plans.

         FAS #87 requires that if the additional minimum liability recorded
exceeds unrecognized prior service cost and the unrecognized net obligation at
transition, that difference, an unrecognized net loss, is to be reported, net of
tax, as a separate component of Stockholders' Equity. This unrecognized net loss
is being amortized over future periods as a component of pension expense.

NOTE D: Income Taxes.

         The Company and its domestic subsidiaries have elected to allocate
consolidated federal income taxes on the separate return method. Under this
method of allocation, income tax expenses (benefits) are allocated to the
Company and each subsidiary based on its taxable income (loss) and net operating
loss carryforwards.

                                       81
<PAGE>

         In accordance with SFAS #109, "Accounting for Income Taxes" the Company
is to record a deferred income tax asset for net operating loss and credit
carryforwards when the ultimate realization is more likely than not. In 2008,
2007 and 2006, the Company and its subsidiaries recorded the expense (benefits)
of net deferred income tax assets of $(1,051,000), $(244,000) and $130,000,
respectively, of which $(15,000),$60,000 and $164,000 respectively, were
allocated to the Company.

NOTE E: Statements of Cash Flows.

         Certificates of deposit that have a maturity of less than 90 days are
considered cash equivalents for purposes of the accompanying Condensed
Statements of Cash Flows.


                                       82
<PAGE>
<TABLE>
<CAPTION>


                                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                 (in thousands)

                                                                  Additions
                                                        ----------------------------
                                          Balance at      Charged to    Charged to                     Balance
                                         beginning of     costs and        other                        at end
        Description                         period         expenses      accounts    Deductions (1)   of period
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>             <C>            <C>            <C>

Allowance for doubtful accounts
  Year ended 12/31/08                         $67            $19            $0            $30             $56
  Year ended 12/31/07                        $102           ($34)           $0             $1             $67
  Year ended 12/31/06                        $107             $0            $0             $5            $102

</TABLE>

(1) Uncollectible accounts written off, net of recoveries.



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