SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the transition period from _________________ to ________________
Commission File Number: 1-5673
............................RANGER INDUSTRIES, INC.............................
(Exact name of small business issuer as specified in its charter)
Connecticut 06-0768904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Regency Drive
........................Bloomfield, Connecticut 06002.........................
(Address of principal executive offices)
.................................(860) 726-1208................................
(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /X/ No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date (November 12, 1998): 5,288,644 shares
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
774634.6
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED BALANCE SHEETS
September 30, 1998 and December 31, 1997
-------
ASSETS
September 30, December 31,
1998 1997
---- ----
(Unaudited)
Current assets:
Cash and equivalents $ 781,792 $ 784,800
Prepaid expenses 35,418 -
Income tax receivable 4,642 3,446
------------- ------------
Total current assets 821,852 788,246
Other assets:
Prepaid compensation expense 91,003 -
------------- ----------------
Total assets $ 912,855 $ 788,246
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other liabilities $ 17,660 $ 19,918
Deferred Income taxes 2,708
Accrued interest payable - 16,337
Note payable to Pure Group, Inc. - 196,477
Other amounts owed to Pure Group, Inc. - 265,303
----------- ----------
Total current liabilities 20,368 498,035
Non-current liabilities:
Deferred income taxes 8,391 -
----------- ----------
Total liabilities 28,759 498,035
----------- ----------
Stockholders' equity:
Common stock 52,886 40,000
Capital in excess of par value 1,661,330 985,000
Retained deficit (830,120) (734,789)
----------- ----------
Total stockholders' equity 884,096 290,211
----------- ----------
Total liabilities and
stockholders' equity $ 912,855 $ 788,246
=========== ==========
The accompanying notes are an integral part
of the condensed financial statements.
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
for the quarters ended September 30, 1998 and 1997
(Unaudited)
-------
1998 1997
---- ----
Net sales $ - $ -
------------ ----------
Operating costs and expenses:
Administrative expenses 59,983 37,513
Legal and settlement expenses 2,000 7,020
Proxy contest and annual meetings expenses - 249,815
Other income and (expenses):
Bad debt recoveries income 711 802,160
Interest expense - (8,082)
Interest income 8,959 -
------------- ----------
Income (loss) before income taxes (52,313) 499,730
Provision (benefit) for income taxes
Current (4,600) -
Deferred 11,099 -
------------- ----------
Net comprehensive income (loss) (58,812) 499,730
------------- ----------
Basic income (loss) per share $ (.01) $ .12
============= ==========
Weighted average common stock outstanding 4,893,040 4,000,000
============= ==========
The accompanying notes are an integral part
of the condensed financial statements.
774634.6
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<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
for the nine months ended September 30, 1998 and 1997
(Unaudited)
-------
1998 1997
---- ----
Net sales $ - $ -
----------- ---------
Operating costs and expenses:
Administrative expenses 84,300 98,738
Legal and settlement expenses 24,384 104,020
Proxy contest and annual meetings expenses - 249,815
Other income and (expenses):
Bad debt recoveries income 2,603 802,160
Interest expense (5,498) (8,082)
Interest income 27,347 7
----------- ---------
Income (loss) before income taxes (84,232) 341,512
Provision for income taxes:
Current - 8,000
Deferred 11,099 -
----------- ---------
Net comprehensive income (loss) (95,331) 333,512
----------- ---------
Basic income (loss) per share $ (.02) $ .08
=========== =========
Weighted average common stock outstanding 4,696,601 4,000,000
=========== =========
The accompanying notes are an integral part
of the condensed financial statements.
774634.6
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<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONDENSED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1998 and 1997
(Unaudited)
-------
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net comprehensive income (loss) $(95,331) $ 333,512
--------- ----------
Adjustments to reconcile net comprehensive income (loss) to
net cash used in operating activities:
Interest expense settled in shares of Ranger stock 5,498 -
Compensation expense settled in shares of Ranger stock 36,997 -
Changes in assets and liabilities:
Bad debt recoveries receivable - (799,229)
Income tax receivable (1,196) -
Prepaid expenses (3,418) (7,706)
Accounts payable, accrued liabilities and interest payable (2,258) (15,897)
Increase in deferred income taxes 11,099
--------- ----------
Total adjustments 46,722 (822,832)
--------- ----------
Net cash used in operating activities (48,609) (489,320)
--------- ----------
Cash flows from financing activities:
Distribution from reorganization trust 45,601 -
Proceeds from note payable to Pure Group, Inc. - 196,477
Other proceeds from Pure Group, Inc. - 263,338
--------- ----------
Net cash provided by financing activities 45,601 459,815
--------- ----------
Net decrease in cash and cash equivalents (3,008) (29,505)
Cash and cash equivalents at beginning of period 784,800 43,009
--------- ----------
Cash and cash equivalents at end of period $781,792 $ 13,504
========= ==========
Noncash transactions:
Common stock issued in exchange for the cancellation
of amount owed to PGI $483,616 $ -
========= ==========
Common stock issued in exchange for employment services $160,000 $ -
========= ==========
</TABLE>
The accompanying notes are an integral part
of the condensed financial statements.
774634.6
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<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
-----------------------------
1. Organization:
In July 1988, Ranger Industries, Inc. (the "Registrant" or the "Company",
and then known as Coleco Industries, Inc.) filed a voluntary petition in
United States Bankruptcy Court under Chapter 11 of the Federal Bankruptcy
Code. Effective February 28, 1990, the bankruptcy court approved a plan
of reorganization (the "Plan"), pursuant to which all then outstanding
debt and equity securities of the Registrant were canceled, and 4,000,000
shares of the Registrant's new $0.01 par value common stock (the "Common
Stock") were distributed to the unsecured creditors. On the Effective
Date of the Plan, the Registrant retained $950,000 in cash for working
capital purposes and was expected to engage in the business of acquiring
income producing properties or businesses.
The Plan provided for the creation of a Reorganization Trust in order to
liquidate the Registrant's remaining assets (other than the $950,000 in
cash retained by the Registrant) and effectuate distributions thereof to
the Registrant's creditors. The Reorganization Trust completed the
distribution of its assets in May 1996 and was terminated by order of
the bankruptcy court on August 27, 1996. Also see Note 8.
The Plan also provided for the creation of a Product Liability Trust in
order to settle certain personal injury claims (including claims arising
thereafter) against the Registrant. The Product Liability Trust continues
to process and liquidate certain product liability claims. Pursuant to
the terms of the Product Liability Trust Agreement, residual funds, if
any, will revert to the Registrant, as grantor of the trust, upon the
earlier of (a) February 28, 2020, or (b) approval by the bankruptcy court
of earlier termination of the Product Liability Trust.
2. Change In Control:
Following the conclusion of a hostile proxy contest (the "Proxy
Contest"), initiated by Pure Group, Inc. ("PGI") during the second
quarter of 1997, the Company's former directors resigned from the Board
of Directors effective July 29, 1997, and new directors were elected. The
terms under which this change in control took place are outlined in a
settlement agreement dated July 29, 1997 between PGI, the Company and the
Company's former directors (the "Settlement Agreement"). Under the terms
of the Settlement Agreement, and as set forth in a demand promissory note
dated July 29, 1997, PGI loaned the Company $196,477 to pay its
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
---------------
then outstanding obligations. The note required the Company to pay
interest to PGI at two percentage points above the prime rate (8.5% at
December 31, 1997). Additionally, PGI loaned the Company $251,780 to
cover costs incurred in connection with the Proxy Contest, including the
costs of holding the 1997 annual meeting and $13,523 for working capital
purposes. These additional loans of $265,303 were subject to the same
terms outlined in the demand promissory note. Also, see Note 6.
3. Management's Representation:
The accompanying condensed financial statements should be read in
conjunction with the Notes to Financial Statements and Management's
Discussion and Analysis of Financial Condition and results of operations
included in the Company's 1997 Annual Report filed on Form 10-KSB and in
this Form 10-QSB report.
In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods have been made.
4. Income Taxes:
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
SFAS 109 requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in
the financial statements or income tax returns. Under this method,
deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. In addition, deferred tax assets are
subject to a valuation allowance to reduce them to net realizable value.
As discussed in Note 1, the assets and liabilities of the Company, except
for $950,000 retained for working capital purposes, were transferred to
the Reorganization and Product Liability Trusts, respectively, effective
February 28, 1990, in accordance with the Plan. Although the matter is
not free from doubt, these Trusts have been treated as grantor trusts.
Accordingly, taxable income or loss associated with the disposition of
assets and the settlement of liabilities by the Trusts are reflected on
the federal income tax return of Ranger Industries, Inc.,
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
-------------
although such assets and liabilities are not presented in these financial
statements (also see Note 5).
Tax expense or benefit is attributable to state taxes and Federal
alternative minimum tax.
4. Income Taxes, Continued:
At September 30, 1998 and December 31, 1997, it was estimated that the
Company had adjusted tax net operating loss carryforwards and future
deductions of approximately $182.1 million after giving effect to the
Plan and the transactions contemplated thereby, which may be used to
offset future taxable income, subject to several limitations, and which
begin to expire in the year 2002. These amounts include the tax
consequences of the activity of the Reorganization and Product Liability
Trusts, as well as the activity of Ranger Industries, Inc. At September
30, 1998 and December 31, 1997 the Company had Alternative Minimum Tax
(AMT) loss carryforwards of approximately $153.8 million which will also
begin to expire in the year 2002. The Company also had approximately $7.7
million of tax credit carryforwards at September 30, 1998 and December
31, 1997 respectively. At the current tax rates, the taxable income
equivalent of the credit carryforwards is approximately $22.6 million.
Under current tax laws, the Internal Revenue Code provides for certain
limitations following an "ownership change". Accordingly, under the
confirmed Plan of Reorganization, the continued availability of the
Company's net operating loss carryforwards and other tax attributes may
be subject to substantial limitations (also see Note 5).
At September 30, 1998, the Company had deferred tax liabilities of
$11,099, a compensation expense temporary difference. There were no
deferred tax liabilities at December 31, 1997. Additionally, any deferred
tax asset recorded to recognize the tax net operating loss carryforwards
would be subject to a full valuation allowance under the provisions of
SFAS 109, due to the uncertainty of the Company's ability to generate
taxable income to utilize the carryforwards.
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
-----------
5. Treasury Regulation:
On January 6, 1992, the Department of the Treasury promulgated new
Treasury Regulations. These regulations interpret Section 269 of the
Internal Revenue Code which permits the Internal Revenue Service to deny
corporations the ability to use tax benefits, such as net operating
losses ("NOLs") where control of the corporation was acquired for the
principal purpose of avoiding tax. The regulations provide that if a
corporation in a bankruptcy reorganization that qualifies for an
exemption from the general rule limiting the use of net operating loss
carryforwards does not carry on a significant amount of an active trade
or business during and subsequent to such bankruptcy reorganization, the
Internal Revenue Service will presume, absent a showing of strong
evidence to the contrary, that the principal purpose of the
reorganization was to evade or avoid Federal income tax and that Section
269 should apply. The regulations are only effective, by their terms,
with respect to acquisitions of control of corporations occurring after
August 14, 1990 and, accordingly, they do not apply to Ranger Industries,
Inc.
Despite the inapplicability of these regulations to Ranger, the issue of
essentially inactive reorganized companies with NOLs that survive
bankruptcy intact has now been firmly raised in the eyes of the Internal
Revenue Service. Accordingly, due to the Company's disposition of its
historic toy businesses it is possible that the Internal Revenue Service
may assert that the Company has not carried on a significant trade or
business during and subsequent to its reorganization. If such an
assertion is made and ultimately sustained, then the Company would be
unable to utilize its estimated $182.1 million of net operating loss
carryforwards. This could have a materially adverse effect on the
Company's ability to attract outside investors willing to invest in the
Company. Notwithstanding these regulations, there can be no assurance
that the Company will be able to attract sufficient outside investment to
allow it to continue to operate, once its current working capital is
depleted. The condensed financial statements do not include any
adjustments that might result from the resolution of these uncertainties.
6. PGI Indebtedness:
On March 9, 1998, the Company issued 788,644 shares of its $.01 par value
common stock in exchange for the cancellation of the amount owed to PGI
as of February 10, 1998. The exchange value of $.6132/share was
determined using the weighted average of the closing prices of the
Company's common stock for the 30-day period prior to February 20, 1998,
the date of the agreement.
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
-----------
7. Stock Compensation:
On August 4, 1998, the Company entered into a five-year Employee
Agreement (the "Agreement") with Mr. Morton E. Handel, where Mr. Handel
will serve as the Company's Chief Executive Officer and President. As
base compensation, in lieu of cash, Mr. Handel received 500,000 shares of
the Company's stock, one-fifth of which is immediately vested and
non-forfeitable as of the date of the Agreement. Mr. Handel will vest an
additional 20 percent each year over the next four anniversaries of the
Agreement.
The estimated market value of the stock award was $160,000 or $.32 per
share. The Company will incur compensation expense based on the vesting
terms included in the Agreement. For the quarter ended September 30,
1998, the Company recognized compensation expense of $40,031, including
related taxes, in connection with this stock award, which is included in
administrative expenses in the condensed financial statements.
8. Distribution from Ranger Industries, Inc.'s Reorganization Trust:
As described in Note 1, the Reorganization Trust made what was expected
to be its final distribution to creditors on May 29, 1996. In August
1998, however, the Company received an additional distribution of $45,601
from the former Reorganization Trust's trustee. This amount has been
reflected as an adjustment to the original capitalization of the Company
and, accordingly, is included in capital in excess of par value at
September 30, 1998.
9. Related Party Transactions:
The Company had an agreement with M.D. Sass Associates, Inc. ("SASS") of
which James B. Rubin is Senior Managing Director, under which SASS
provided accounting, administrative, financial, legal, secretarial and
other support services at the Company's request. The Company incurred
costs of $4,800 for these services for each of the quarters ended March
31 and June 30, 1997. In connection with
774634.6
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RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
-----------
the change in control described in Note 2, this agreement was terminated.
All amounts owed to SASS in connection with this agreement were paid
during the quarter ended September 30, 1997.
Effective August 1, 1990, Mr. Rubin, as Chief Executive Officer, was
entitled to an annual salary of $50,000, through the date of the change
in control (see Note 2). All fees for his services are included in
administrative expenses in the condensed financial statements. All
amounts owed to Mr. Rubin in connection with this agreement were paid
during the quarter ended September 30, 1997.
Also, see Notes 2, 6 and 7.
774634.6
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<PAGE>
PART I - FINANCIAL INFORMATION (cont'd)
Item 2. Management's Discussion and Analysis or Plan of Operation.
Overview. The Registrant emerged from a Chapter 11 bankruptcy
proceeding in 1990 with $950,000 in cash and no liabilities. In the years
from 1990 through 1996, the Registrant's only material source of revenue
was interest on its cash, except that in the last quarter of 1996, the
Registrant received a distribution of approximately $75,000 from a trust
(the "Reorganization Trust") which was established in the bankruptcy
proceeding to liquidate the Registrant's assets and distribute the net
proceeds to the claimants in the bankruptcy proceeding. In the period
from 1990 through 1996, the Registrant's expenses always exceeded
earnings. As of December 31, 1996, the Registrant had a retained deficit
of approximately $1,046,000, and, as of that date, had no business and no
material financial resources. Current management gained control of the
Registrant in a proxy contest that ended in the third quarter of 1997. In
the fourth quarter of 1997, the Registrant received approximately
$800,000 from a bankruptcy claim filed by the Registrant in 1983. In the
third quarter of 1998, the Registrant received a distribution of
approximately $46,000 from the trustee of the Reorganization Trust.
As a result of the receipt of $800,000 in the last quarter of 1997
and $46,000 in the third quarter of 1998, the Registrant now has
sufficient liquidity to meet its current operating expenses for the
foreseeable future. The Registrant's cash on hand was approximately
$782,000 as of September 30, 1998, and the Registrant's projected cash
operating costs and expenses for the fiscal year ending December 31,
1998, are approximately $100,000. Average annual operating expenses in
the years 1994 - 1996 were approximately $174,000. Operating expenses in
1997 were substantially higher than in the prior years because of the
expenses incurred in connection with the proxy contest.
Business Plans, Liquidity and Financial Resources. The Registrant's
financial resources at the present time, other than its cash on hand, are
(i) a remainder interest in the Product Liability Trust (see the
following paragraph), and (ii) the possible utility of net operating loss
carryforwards ("NOLs") of approximately $182 million as of September 30,
1998. See Note 4, Income Taxes, in the Condensed Financial Statements
(unaudited) included in Part I of this Report.
774634.6
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<PAGE>
Product Liability Trust. The Product Liability Trust processes and
liquidates product liability claims asserted and makes distributions to
holders of settled or adjudicated claims. The trust contained assets of
approximately $12 million as of September 30, 1998. Under the terms of
the Product Liability Trust, the residual funds, if any, remaining after
distribution of all Trust assets to pay product liability claims and
expenses would be distributed to the Registrant on February 28, 2020. The
bankruptcy court is authorized to permit an earlier payout in its
discretion, and the Registrant may apply to the bankruptcy court seeking
early termination of the Trust. The Registrant does not expect to
consider making such an application until claims against the Trust are
settled.
NOLs. The NOLs have sheltered the Registrant's modest interest
income and the income of the Product Liability Trust. The income of the
Product Liability Trust, if any, continues to be taxable to the
Registrant. As more fully discussed in the Notes to the Financial
Statements, the continuing availability of the NOLs is uncertain.
Employment Agreement for Chief Executive Officer. The Company's only
executive officer, Mr. Morton E. Handel, served without compensation from
the third quarter of 1997, when he took office, until the third quarter
of 1998. Because of the Company's lack of income or cash flow, and
because of the need to conserve the Company's limited cash resources, Mr.
Handel offered to continue his service as the Company's executive officer
through and beyond the third quarter of 1998 without receiving any
regular cash salary. As more fully set forth in the Registrant's
quarterly report on Form 10-QSB for the second quarter of 1998, the
Company entered into a five-year employment agreement with Mr. Handel,
effective August 4, 1998, under which he has received 500,000 shares of
the Company's Common Stock (of which 400,000 shares are subject to
forfeiture in certain circumstances) (the "Employment Shares") and
certain cash payments if and when the Company receives cash distributions
from the Product Liability Trust. The estimated fair market value of the
Employment Shares as of August 4, 1998, will be an expense to the
Registrant over the four-year vesting term of the employment agreement.
Changes in Financial Condition. The Registrant's financial condition
is set forth in the Balance Sheets as of September 30, 1998 and December
31, 1997. The changes in financial condition between the two dates
resulted mainly from the exchange of debt owed to a shareholder which is
an affiliate of a director of the Registrant for the Registrant's
issuance to that shareholder of 788,644 shares of the Registrant's Common
Stock.
774634.6
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<PAGE>
Net interest income (expense) in the quarter ended September 30,
1998 ("Third Quarter '98") was approximately $9,000, compared to none for
the quarter ended September 30, 1997 ("Third Quarter '97"), because of
the interest earned on the $800,000 bankruptcy distribution received in
the fourth quarter of 1997 and on the $46,000 distribution received in
August 1998. Interest expense for the balance of 1998 is expected to be
approximately $6,000. Net comprehensive income (loss) for the Third
Quarter '98 was approximately ($59,000), compared to approximately
$500,000 in the Third Quarter '97, principally because of the entry, in
the third quarter of 1997, of a receivable corresponding to the
approximately $800,000 received by the Registrant in the fourth quarter
of 1997 from a bankruptcy claim filed by the Registrant in 1983.
Net interest income (expense) in the nine months ended September 30,
1998 ("First Three Quarters '98") was approximately $22,000, compared to
($8,000) for the nine months ended September 30, 1997 ("First Three
Quarters '97"), because of the interest earned on the $800,000 bankruptcy
distribution received in the fourth quarter of 1997 and on the $46,000
distribution received in August 1998, and because of the elimination of
interest expense by the exchange in March 1998 of debt owed to a
shareholder for shares of common stock. Net comprehensive income (loss)
for the First Three Quarters '98 was approximately ($95,000), compared to
approximately $334,000 in the First Three Quarters '97, principally
because of the entry, in the third quarter of 1997, of a receivable
corresponding to the approximately $800,000 received by the Registrant in
the fourth quarter of 1997 from a bankruptcy claim filed by the
Registrant in 1983.
Year 2000 Issues. The Registrant does not use a computer to maintain
its financial records at this time. The Registrant therefore (i)
considers itself ready to deal with the transition to the year 2000; (ii)
expects to bear no significant costs associated with addressing the Year
2000 problem; and (iii) believes that its Year 2000 issues present it
with no material risks. The Registrant cannot be certain that BankBoston,
the bank where most of the Registrant's cash is kept in the form of
accounts, will be free from Year 2000 difficulties. The Registrant
believes, however, that those accounts are safe from any material risk
associated with the Year 2000 problem. The Registrant has not considered
it necessary to make contingency plans for dealing with the Year 2000
problem and it has not done so.
774634.6
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<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule for Third Quarter of 1998.
(b) Reports on Form 8-K: None.
774634.6
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Ranger Industries, Inc., the Registrant
Date: December 17, 1998 By:/s/MORTON E. HANDEL
------------------------------------
Morton E. Handel
President, Chief Executive Officer and
Acting Chief Financial Officer
774634.6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary
financial information extracted
from the Balance Sheet and
Statement of Operations and
Comprehensive Loss and is qualified
in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000021610
<NAME> RANGER INDUSTRIES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 781,792
<SECURITIES> 0
<RECEIVABLES> 4,642
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 821,852
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 912,855
<CURRENT-LIABILITIES> 20,368
<BONDS> 0
0
0
<COMMON> 52,886
<OTHER-SE> 831,210
<TOTAL-LIABILITY-AND-EQUITY> 912,855
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 108,684
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (21,849)
<INCOME-PRETAX> (84,232)
<INCOME-TAX> 11,099
<INCOME-CONTINUING> (95,331)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,331)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
