UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 27, 1998                       Commission File No. 0-6882


                              URT INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


          Florida                                            59-1167907
(State or Other Jurisdiction of                       (I.R.S. Employer I.D. No.)
 Incorporation or Organization)


1180 E. Hallandale Beach Blvd., Hallandale, FL                  33009
  (Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code:           (954) 454-5554


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter  period that the  registrants  were
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.


                                YES _X_   NO ___


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

At June 27, 1998, there were outstanding:

10,857,068  shares of Class A common  stock  1,348,141  shares of Class B common
stock


<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

                                      Index


PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

           Condensed Consolidated Balance Sheets -
           June 27, 1998 (Unaudited) and March 28, 1998                        3

           Condensed Consolidated Statements of Operations and
           Retained Deficit - Three Months Ended June 27, 1998
           and June 28, 1997 (Unaudited)                                       4

           Condensed Consolidated Statements of Cash Flows -
           Three Months Ended June 27, 1998 and
           June 28, 1997 (Unaudited)                                           5

           Notes to Condensed Financial Statements                             7

   Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                           9

PART II. OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K                                   12

SIGNATURES                                                                    13










                                     - 2 -

<PAGE>

                         PART I - Financial Information

                    Item 1. Consolidated Financial Statements

                      URT INDUSTRIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

                        June 27, 1998 and March 28, 1998

<TABLE>
<CAPTION>
                                                          June 27,       March 28,
                              Assets                        1998           1998
                                                        -----------    -----------
                                                        (unaudited)
<S>                                                     <C>              <C>      
Current assets:
     Cash and cash equivalents                          $   696,494      1,281,098
     Marketable investment securities                     1,048,035      1,032,740
     Inventories                                          2,535,148      2,433,433
     Current portion due from officers/shareholders          45,302         45,302
     Prepaid expenses and other current assets              261,462        387,048
                                                        -----------    -----------

                   Total current assets                   4,586,441      5,179,621

Property and equipment, net                               1,445,938      1,364,333
Due from officers/shareholders                               28,036         37,722
Other assets                                                206,758        201,652
                                                        -----------    -----------

                                                        $ 6,267,173      6,783,328
                                                        ===========    ===========
                Liabilities and Shareholders' Equity

Current liabilities:
     Current portion of long-term obligations               652,665        732,319
     Accounts payable                                     2,058,160      2,014,674
     Accrued liabilities                                    813,606        901,325
                                                        -----------    -----------

                   Total current liabilities              3,524,431      3,648,318

Long-term obligations                                       548,457        578,127
Deferred rent                                                63,988         62,834
Minority interest in a subsidiary                            12,859         27,296
                                                        -----------    -----------

                   Total liabilities                      4,149,735      4,316,575
                                                        -----------    -----------

Shareholders' equity:
     Common stock, $.01 par value; 30,000,000 shares
        authorized; 15,317,454 shares issued                153,175        153,175
     Additional paid-in capital                           5,542,152      5,542,152
     Retained deficit                                    (2,559,554)    (2,210,239)
     Treasury stock, 3,159,245 common shares, at cost    (1,018,335)    (1,018,335)
                                                        -----------    -----------

                   Total shareholders' equity             2,117,438      2,446,753

Commitments and contingencies
                                                        -----------    -----------
                                                        $ 6,267,173      6,783,328
                                                        ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                     - 3 -

<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

      Condensed Consolidated Statements of Operations and Retained Deficit

               Three months ended June 27, 1998 and June 28, 1997
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                June 27,       June 28,
                                                                  1998           1997
                                                              -----------    -----------
<S>                                                           <C>              <C>      
Net sales                                                     $ 3,869,760      4,124,351
                                                              -----------    -----------

Costs and expenses:
   Cost of sales                                                2,318,804      2,553,090
   Selling, general and administrative expenses                 1,841,710      1,759,464
   Depreciation and amortization                                   58,546         66,653
                                                              -----------    -----------
                                                                4,219,060      4,379,207


         Loss from operations                                    (349,300)      (254,856)
                                                              -----------    -----------

Other (expense) income:
   Interest expense                                               (29,816)       (45,777)
   Interest income                                                 15,364         23,342
                                                              -----------    -----------

                                                                  (14,452)       (22,435)
                                                              -----------    -----------
         Loss before reorganization costs, income taxes and
             minority interest                                   (363,752)      (277,291)

Reorganization costs:
   Professional fees                                                 --          (44,000)
                                                              -----------    -----------    
         Loss before income taxes and minority interest
                                                                 (363,752)      (321,291)

Provision for income taxes                                           --             --
                                                              -----------    ----------- 
         Loss before minority interest                           (363,752)      (321,291)

Minority interest in net loss of consolidated subsidiary          (14,437)       (14,596)
                                                              -----------    -----------

         Net loss                                                (349,315)      (306,695)

Retained deficit, beginning of period                          (2,210,239)    (1,335,377)
                                                              -----------    -----------

Retained deficit, end of period                               $(2,559,554)    (1,642,072)
                                                              ===========    ===========

Basic and diluted loss per common share:                             (.03)          (.03)
                                                              ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                     - 4 -

<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

               Three months ended June 27, 1998 and June 28, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  June 27,       June 28,
                                                                                                    1998           1997
                                                                                                -----------    -----------
<S>                                                                                             <C>               <C>      
Cash flows from operating activities:
   Net loss                                                                                     $  (349,315)      (306,695)
                                                                                                -----------    -----------

   Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization                                                               58,546         66,563
         Deferred rent                                                                                1,154        (11,238)
         Minority interest in net loss of consolidated
            subsidiary                                                                              (14,437)       (14,596)
         Change in assets and liabilities affecting cash flows
            from operating activities:
               (Increase) decrease in:
                  Inventories                                                                      (101,715)       (48,530)
                  Prepaid expenses and other current assets                                         125,586        148,647
                  Other assets                                                                       (5,106)          (483)
               Increase (decrease) in:
                  Accounts payable                                                                   43,486        247,919
                  Accrued liabilities                                                               (87,719)      (218,363)
                                                                                                -----------    -----------

                     Net cash used in operating activities                                         (329,520)      (136,776)
                                                                                                -----------    -----------
Cash flows from investing activities:
   Purchase of marketable investment securities                                                     (15,295)    (1,417,365)
   Purchases of property and equipment                                                             (140,151)       (21,254)
   Due from officers/shareholders                                                                     9,686          5,382
                                                                                                -----------    -----------

                     Net cash used in investing activities                                         (145,760)    (1,433,237)
                                                                                                -----------    -----------
</TABLE>




                                     - 5 -

<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows, Continued


<TABLE>
<CAPTION>
                                                                                                  June 27,       June 28,
                                                                                                    1998           1997
                                                                                                -----------    -----------
<S>                                                                                                <C>            <C>      
Cash flows from financing activities:
   Repayment of long-term obligations                                                              (109,324)      (108,837)
                                                                                                -----------    -----------

                     Net cash used in financing activities                                         (109,324)      (108,837)
                                                                                                -----------    -----------

                     Net decrease in cash and cash equivalents                                     (584,604)    (1,678,850)

Cash and cash equivalents, beginning of year                                                      1,281,098      3,130,516
                                                                                                -----------    -----------

Cash and cash equivalents, end of year                                                          $   696,494      1,451,666
                                                                                                ===========    ===========
Supplemental disclosures of cash flow information:
         Cash paid during the period for interest                                               $    10,218         19,633
                                                                                                ===========    ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements 





                                     - 6 -

<PAGE>


                      URT INDUSTRIES, INC. AND SUBSIDIARIES

                     Notes to Condensed Financial Statements

                         June 27, 1998 and June 28, 1997
                                   (Unaudited)


(1)  Basis of Financial Statement Presentation

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared in accordance with the  instructions to Form 10-Q and,  therefore,
     do  not  include  all  footnotes  and  information  necessary  for  a  fair
     presentation of financial position, results of operations and cash flows in
     conformity with generally accepted accounting  principles.  However, in the
     opinion of management, all adjustments (consisting only of normal recurring
     accruals) necessary for a fair presentation have been made.

     The  consolidated   financial   statements  include  the  accounts  of  URT
     Industries,   Inc.  (the  "Parent")  and  its  wholly  owned   nonoperating
     subsidiary,   and  its   majority-owned   operating   subsidiary,   Peaches
     Entertainment  Corporation  (93.5 percent of the outstanding stock of which
     was owned by the Parent, as of June 27, 1998). All significant intercompany
     accounts have been eliminated.  Reference to the Company encompasses all or
     any of the aforementioned entities.

     It  is  suggested  that  the  accompanying  unaudited  condensed  financial
     statements be read in conjunction  with the financial  statements and notes
     included  in the  Company's  annual  report on Form 10-K for the year ended
     March 28, 1998.

     The results of operations for the three months ended June 27, 1998, are not
     necessarily indicative of the operating results to be expected for the year
     ending April 3, 1999.  The Company's  business is seasonal in nature,  with
     the highest sales and earnings historically  occurring in the third quarter
     of the fiscal year, which includes the holiday selling season.

     Inventories,  which consist of compact discs,  tapes and  accessories,  are
     stated at the lower of cost (principally average) or market.

     Certain  reclassifications  have been made to the (unaudited) June 28, 1997
     quarterly financial  information to conform to the presentation used in the
     (unaudited) June 27, 1998 financial information.

(2)  Earnings Per Share

     In December  1997,  the Company  adopted the  provisions  of  Statement  of
     Financial  Accounting  Standards No. 128,  "Earnings Per Share" ("Statement
     128"),  which  establishes  new  standards  for  computing  and  presenting
     earnings per share  ("EPS").  Earnings per share for all prior periods have
     been restated to reflect the provisions of this Statement.

     Basic and diluted  loss per share have been  computed by dividing net loss,
     less  preferred   dividends  by  the  weighted  average  number  of  shares
     outstanding during the period.

                                                                     (Continued)
                                     - 7 -

<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

                     Notes to Condensed Financial Statements


     Basic and diluted loss per share were calculated as follows:

                                                          Three months ended
                                                     ---------------------------
                                                       June 27,        June 28,
                                                         1998            1997

Basic and diluted:
   Net income (loss) less preferred dividends        $  (349,315)      (306,695)
                                                     ===========    ===========

   Weighted average shares                            12,158,209     12,158,209
                                                     ===========    ===========

Basic and diluted loss per share                            (.03)          (.03)
                                                     ===========    ===========

(3)  Marketable Securities

     The Company's debt and equity securities  consisting of Treasury bills, are
     considered available-for-sale at June 27, 1998 with cost approximating fair
     market value.  Securities classified as available-for-sale  are reported at
     fair  market   value  with   unrealized   gains  and  losses   included  in
     stockholders'  equity.  Realized  gains and losses are included in interest
     income.

(4)  Income Taxes

     The Company follows Statement of Financial Accounting Standard ("SFAS") No.
     109,  Accounting  for Income Taxes.  The Company files a  consolidated  tax
     return  with its  subsidiaries.  Any  applicable  tax charge or credits are
     allocated on a separate return basis. For the three month period ended June
     27, 1998, there was no (benefit)  provision for income taxes as the Company
     has  excess  net  operating  loss  carryforwards  for  federal  income  tax
     purposes.

(5)  New Accounting Pronouncements

     In June 1997, the FASB issued  Statement of Financial  Accounting  Standard
     No. 130, "Reporting  Comprehensive Income" ("Statement 130"). Statement 130
     establishes standards for the reporting and display of comprehensive income
     and its components in a full set of general  purpose  financial  statements
     and is effective for fiscal years  beginning  after  December 31, 1997. The
     adoption of Statement  130 did not have a material  impact on the Company's
     financial position, results of operations or cash flows.

     In 1997,  the FASB issued  Statement of Financial  Accounting  Standard No.
     131,  "Disclosure about Segments of an Enterprise and Related  Information"
     ("Statement  131").  Statement 131  establishes  standards for the way that
     public business  enterprises report information about operating segments in
     annual  financial  statements  and requires that these  enterprises  report
     selected  information about operating segments in interim financial reports
     to  shareholders.  Statement 131 is effective for financial  statements for
     the periods  beginning  after  December 15, 1997. The adoption of Statement
     131 will not have an effect on the Company  because it operates in a single
     segment.


                                                                     (Continued)
                                     - 8 -

<PAGE>


                              URT INDUSTRIES, INC.


Item 2. Management's Discussions and Analysis of Financial Condition and Results
        of Operations for the Three Months Ended June 27, 1998,  Compared to the
        Three Months ended June 28, 1997.

From  time to  time,  the  Company  may make  certain  statements  that  contain
"forward-looking"  information (as defined in the Private Securities  Litigation
Reform  Act  of  1995).  Words  such  as  "believe,"  "anticipate,"  "estimate,"
"project" and similar expressions are intended to identify such  forward-looking
statements.  Forward-looking  statements may be made by management  orally or in
writing,  including,  but not  limited  to, in press  releases,  as part of this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  and as a part of  other  sections  of this  Annual  Report  or other
filings.   Readers  are  cautioned   not  to  place  undue   reliance  on  these
forward-looking  statements,  which speak only as of their respective dates, and
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or  uncertainties  materialize,  or should any of the  underlying
assumptions prove incorrect, actual results of current and future operations may
vary materially from those anticipated, estimated or projected.

                              RESULTS OF OPERATIONS

Sales.  Net  sales  for the  three  months  ended  June 27,  1998  decreased  by
approximately  6 percent  compared to the three months ended June 28, 1997. Such
decrease is attributed to a 4 percent  decrease in comparable store sales, and a
2.2 percent  decrease  due to a store that  closed in the third  quarter of 1998
fiscal year offset by the new store  which  opened late in the first  quarter of
1999 fiscal year.

Cost of Sales.  The cost of sales for the first  quarter of 1999 fiscal year was
lower than that of the first  quarter of 1998 fiscal year due  principally  to a
decrease in net sales.  Cost of sales as a percentage of net sales has decreased
from 61.9  percent in the first  quarter of 1998 fiscal year to 59.9  percent in
the first  quarter in 1999 fiscal year  primarily  due to an increase in certain
retail selling prices and increases in purchase discounts.

Selling, General and Administrative.  Selling, general and administrative (SG&A)
expenses,  including  depreciation,  in the first  quarter of 1999  fiscal  year
increased by 4 percent  compared to the first quarter of 1998 fiscal year.  Such
increase is primarily  attributable  to the opening of the  Company's  new store
offset by the closing of one underperforming  store in the third quarter of 1998
fiscal  year as well as being  offset by a 1.4 percent  decrease  in  comparable
store  expenses.  SG&A expenses as a percentage of net sales  increased  from 44
percent in the first  quarter of 1998  fiscal  year to 49 percent in 1999 fiscal
year first quarter due to the fact that there were expenses incurred  throughout
the  Company's  first  quarter of 1999  fiscal  year  relating to the new store,
although the new store did not open until late in the Company's first quarter of
1999 fiscal year.

Net Loss. The Company incurred a net loss of approximately $349,000 in the first
quarter of 1999 fiscal year versus a net loss of  approximately  $307,000 in the
first  quarter  of 1998  fiscal  year.  Out of the above set forth  figure  with
respect to the first quarter of the 1999 fiscal year,  costs associated with the
opening of the new  location  in  Orlando  resulted  in a loss of  approximately
$127,000.


                                                                     (Continued)
                                     - 9 -

<PAGE>

                              URT INDUSTRIES, INC.


                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity  and  Capital  Resources.  Cash  generated  from  operations  and cash
equivalents   are  the  Company's   primary  source  of  liquidity.   Management
anticipates that the cash generated from operations and cash equivalents on hand
will provide  sufficient  liquidity  to maintain  adequate  working  capital for
operations.  Management used funds generated from operations as well as funds to
be received  from its landlord for the building of the new store which opened in
May  1998.  Management  anticipates  that it  would  use  funds  generated  from
operations  as well as  possible  financing,  for the opening of any new stores,
which it may plan to open during the next few years.  For a discussion of recent
developments  and  uncertainties  affecting the Company's  liability and capital
resources,  see note 3 to the  financial  statements  on form  10-K for the year
ended March 28, 1998.

Long-Term  Obligations.  At June 27, 1998, the Company had long-term obligations
of  $548,457.  Management  anticipates  that its ability to repay its  long-term
obligations  will be  satisfied  primarily  through  funds  generated  from  its
operations.

                                  OTHER MATTERS

Impact of  Inflation.  Although  the Company  cannot  accurately  determine  the
precise  effect of  inflation  on its  operations,  management  does not believe
inflation  has had a material  effect on the results of  operations  in the last
three  fiscal  years.  When the cost of  merchandise  items has  increased,  the
Company has been able to pass the increase on to its customers.

Seasonality.  The  Company's  business is  seasonal in nature,  with the highest
sales and earnings  historically  occurring in the third fiscal  quarter,  which
includes the Christmas selling season.

Year 2000  Compliance.  The Year 2000 Issue is the result of  computer  programs
being written using two digits rather than four to define the  applicable  year.
Any of the Company's  computer  programs that have  data-sensitive  software may
recognize a date using "00" as year 1900  rather than the year 2000.  This could
result in a system failure or miscalculations causing disruptions of operations.
The Company  has  assessed  that it will be required to upgrade  portions of its
software  which was  originally  purchased  from  outside  vendors,  so that its
computer  systems will properly  utilize dates beyond  December 31, 1999.  These
upgrades are  currently  available,  and the Company  believes  that the cost of
these  upgrades  will not have a  material  impact  on the  ongoing  results  of
operations or financial position of the Company.  However,  the Company could be
adversely  impacted if year 2000  modifications  are not  properly  completed by
either the Company,  or its  suppliers,  banks or any other entity with whom the
Company conducts business.

New Accounting  Policies.  In June 1997, the FASB issued  Statement of Financial
Accounting Standard No. 130, "Reporting Comprehensive Income" ("Statement 130').
Statement   130   establishes   standards  for  the  reporting  and  display  of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements and is effective for fiscal year beginning  after December
31, 1997.  The adoption of Statement  130 did not have a material  impact on the
Company's financial position, results of operations or cash flows.



                                                                     (Continued)
                                     - 10 -

<PAGE>

                              URT INDUSTRIES, INC.


In 1997,  the FASB issued  Statement of Financial  Accounting  Standard No. 131,
"Disclosure about Segments of an Enterprise and Related Information" ("Statement
131").  Statement 131  establishes  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that these enterprises report selected information about
operating  segments in interim financial reports to shareholders.  Statement 131
is effective for financial  statements for the periods  beginning after December
15, 1997.  The adoption of Statement  131 will not have an effect on the Company
because it operates in a single segment.







                                                                     (Continued)
                                     - 11 -

<PAGE>

                              URT INDUSTRIES, INC.


                                OTHER INFORMATION

PART II

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

                    27.0 Financial Data Schedule

          (b)  Reports on Form 8-K

                    None



                                                                     (Continued)
                                     - 12 -

<PAGE>

                              URT INDUSTRIES, INC.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    PEACHES ENTERTAINMENT CORPORATION
                                    Registrant


Date:
      -----------------------       -------------------------------------
                                    Allan Wolk, Chairman of the Board, President
                                    (Principal Executive Officer)




Date: 
      -----------------------       -------------------------------------
                                    Jason Wolk, Executive Vice President,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                     - 13 -