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 28, 1997           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
     Incorporation or Organization)                     I.D. No.)



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 28, 1997, there were outstanding:


10,857,068  shares of Class A common stock  
 1,301,141  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 28, 1997 (Unaudited) and March 29, 1997                         3

          Condensed Consolidated Statements of Operations and Retained
          Deficit - Three  Months  Ended  June 28,  1997 and June 29, 1996 
            (Unaudited)                                                        4

          Condensed Consolidated Statements of Cash Flows -
          Three Months Ended June 28, 1997 and June 29, 1996 (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                                    11

SIGNATURES                                                                    12



                                      -2-

<PAGE>

                         PART I - FINANCIAL INFORMATION
                   Item 1. Consolidated Financial Statements
                     URT INDUSTRIES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                        June 28, 1997 and March 29, 1997

<TABLE>
<CAPTION>
                        Assets                         June 28,      March 29,
                                                         1997          1997
                                                         ----          ----
                                                      (unaudited)
<S>                                                   <C>              <C>      
Current assets:
   Cash and cash equivalents                          $ 1,451,666      3,130,516
   Marke table investment securities                    1,417,365           --
   Inventories                                          2,904,024      2,855,494
   Current portion due from officers/shareholders          30,832         30,832
   Prepai d expenses and other current assets             184,307        332,954
                 Total current assets                   5,988,194      6,349,796
Property and equipment, net                             1,413,775      1,459,084
Due from officers/shareholders                             72,503         77,885
Other assets                                              181,773        181,290
                                                      -----------    -----------
                                                      $ 7,656,245      8,068,055
                                                      ===========    ===========
         Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term obligations                  730,726        730,239
Accounts payable                                        1,619,788     1,371,8 69
Accrued liabilities                                       855,013      1,073,376
                                                      -----------    -----------
               Total current liabilities                3,205,527      3,175,484
Long-term obligations                                   1,227,866     1,337,19 0
Deferred rent                                             144,798        156,036
Minority interest in a subsidiary                          43,134         57,730
                                                      -----------    -----------
                   Total liabilities                    4,621,325      4,726,440
                                                      -----------    -----------
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                                    (1,642,072)    (1,335,377)
                                                      -----------    -----------
                                                        4,053,255      4,359,950
   Treasury stock, 3,159,245 common shares, at cost    (1,018,335)    (1,018,335)
                                                      -----------    -----------
              Total shareholders' equity                3,034,920      3,341,615
Commitments and contingencies

                                                      $ 7,656,245      8,068,055
                                                      ===========    ===========
</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 28, 1997 and June 29, 1996
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                             June 28,       June 29,
                                                               1997           1996
                                                           -----------     ----------
<S>                                                        <C>              <C>      
Net sales                                                  $ 4,124,351      4,305,821
                                                           -----------     ----------
Costs and expenses:
   Cost of sales                                             2,553,090      2,824,152
   Selling, general and administrative expenses              1,759,464      1,959,945
   Depreciation and amortization                                66,653         75,663
                                                           -----------     ----------
                                                             4,379,207      4,859,760
                                                           -----------     ----------
               Loss from operations                           (254,856)      (553,939)
                                                           -----------     ----------
Other (expense) income:
   Interest expense                                            (45,777)       (18,613)
   Interest income                                              23,342         53,159
                                                           -----------     ----------
                                                               (22,435)        34,546
   Loss before reorganization costs, income
     taxes and minority interest                              (277,291)      (519,393)
Reorganization costs:
   Professional fees                                           (44,000)       (97,538)
                                                           -----------     ----------

               Loss before income taxes and minority
               interest                                       (321,291)      (616,931)
Provision for income taxes                                        --             --
                                                           -----------     ----------
               Loss before minority interest                  (321,291)      (616,931)
Minority interest in net loss of consolidated subsidiary       (14,596)       (68,918)
                                                           -----------     ----------
               Net loss                                       (306,695)      (548,013)
Retained deficit, beginning of period                       (1,335,377)      (173,591)
                                                           -----------     ----------
Retained deficit, end of period                            $(1,642,072)      (721,604)
                                                           ===========     ==========
               Net loss per common share                   $      (.02)          (.04)
                                                           ===========     ==========
</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 28, 1997 and June 29, 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             June 28,      June 29,
                                                               1997          1996
                                                           -----------    ----------
<S>                                                        <C>              <C>      
Cash flows from operating activities:
   Net loss                                                $  (306,695)     (548,013)
                                                           -----------    ----------
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization                            66,563        75,663
       Deferred rent                                           (11,238)         (863)
       Minority interest in net loss of consolidated
         subsidiary
                                                               (14,596)      (68,918)
       Change in assets and liabilities affecting cash
         flows from operating activities:
           (Increase) decrease in:
             Inventories                                       (48,530)      981,253
             Prepaid expenses and other current assets         148,647        73,924
             Other assets                                         (483)        6,712
           Increase (decrease) in:
             Accounts payable                                  247,919       325,613
             Accrued liabilities                              (218,363)        8,409
             Liabilities subject to compromise                    --      (1,391,267)
                                                           -----------    ----------
               Net cash used in operating activities          (136,776)     (537,487)
                                                           -----------    ----------
Cash flows from investing activities:
   Purchase of marketable investment securities             (1,417,365)     (584,709)
   Purchases of property and equipment                         (21,254)      (28,437)
   Due from officers/shareholders                                5,382        11,494
                                                           -----------    ----------
           Net cash used in investing activities            (1,433,237)     (601,652)
                                                           -----------    ----------
</TABLE>

                                                                     (Continued)

                                      -5-

<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                              June 28,       June 29,
                                                                1997           1996
                                                            -----------    -----------
                                                                   (Unaudited)
<S>                                                         <C>                 <C>   
Cash flows from financing activities:
     Repayment of long-term obligations                        (108,837)       (39,507)
                                                            -----------    -----------

          Net cash used in financing activities                (108,837)       (39,507)
                                                            -----------    -----------

          Net decrease in cash and cash equivalents          (1,678,850)    (1,178,646)

Cash and cash equivalents, beginning of year                  3,130,516      3,258,061
                                                            -----------    -----------

Cash and cash equivalents, end of year                      $ 1,451,666      2,079,415
                                                            ===========    ===========

Supplemental disclosures of cash flow information:
     Cash paid during the period for interest               $    19,633         18,613
                                                            ===========    ===========



Supplemental schedule of non-cash operating and investing
     activities relating to the reorganization:

     Liabilities subject to compromise March 30, 1996                      $ 5,671,434

          Less:  Inventory returns for credit                               (1,391,267)
                                                                           -----------
     Liabilities subject to compromise June 29, 1996                       $ 4,280,167
                                                                           ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                      -6-
<PAGE>

                     URT INDUSTRIES, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                        June 28, 1997 and June 29, 1996
                                  (Unaudited)

(1)  Basis of Financial Statement Presentation

     The accompanying unaudited condensed consolidated 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.

     It is suggested that the accompanying unaudited condensed consolidated
     financial statements be read in conjunction with the consolidated financial
     statements and notes included in the Company's annual report on Form 10-K
     for the year ended March 29, 1997.

     The results of operations for the three months ended June 28, 1997, are not
     necessarily indicative of the operating results to be expected for the year
     ending March 28, 1998. The Company's business is seasonal. Historically,
     approximately 24 percent of the Company's sales have occurred in the first
     fiscal quarter.

     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 28, 1997). All significant intercompany
     accounts have been eliminated. Reference to the Company encompasses all or
     any of the aforementioned entities.

     Certain reclassifications have been made to the (unaudited) June 29, 1996
     quarterly consolidated financial information to conform to the presentation
     used in the (unaudited) June 28, 1997 consolidated financial information.

(2)  Reorganization and Emergence From Chapter 11

     On January 16, 1996 (the "Petition Date"), Peaches Entertainment
     Corporation commenced reorganization proceedings under Chapter 11 of the
     United States Bankruptcy Code. An amended plan of reorganization was
     confirmed by the Bankruptcy Court on October 23, 1996 (the "confirmation
     date"), and became effective February 3, 1997 (the "effective date"),
     subject to satisfaction of certain conditions which were satisfied February
     19, 1997. All of the allowed claims were either paid on the effective date
     or are reflected in current and long-term obligations in the financial
     statements, payable primarily over a two year period from the effective
     date. The mortgage holder will receive 100 percent of the allowed claim,
     with interest, except the balloon payment was extended from September 1997
     to September 2002.

(3)  Net Loss Per Common Share

     Net loss per common share was computed by dividing net loss by the weighted
     average number of total common shares outstanding during the periods.

                                                                     (Continued)

                                      -7-
<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements


(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. For the three-month period ended June 28,
     1997, there was no (benefit) provision for income taxes as the Company had
     net operating loss carryforwards for federal income tax purposes.

(5)  New Accounting Prouncement

     In February 1997, the FASB issued Statement of Financial Accounting
     Standard No. 128, "Earnings Per Share" ("Statement 128"). Statement 128 is
     effective for financial statements issued for periods ending after December
     15, 1997. Statement 128 establishes standards for computing and presenting
     earnings per share ("EPS"), simplifies the standards previously found in
     APB No. 15, "Earnings Per Share," and makes them comparable to
     International EPS Standards. The Company will begin disclosing EPS in
     accordance with Statement 128 beginning with the year ended March 28, 1998.


                                      -8-
<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES


Item 2. Management's Discussions and Analysis of Financial Condition and Results
        of Operations for the Three Months Ended June 28, 1997, Compared to the
        Three Months ended June 29, 1996.

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 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

Net sales for the three months ended June 28, 1997 (such three month period is
hereafter referred to as "1997") decreased by approximately 4.2 percent compared
to the three months ended June 29, 1996 (such three month period is hereafter
referred to as "1996"). Such decrease is attributed to a decrease in comparable
store sales (4.2 percent).

The cost of sales for 1997 was lower than that for 1996 due principally to a
decrease in net sales. Cost of sales as a percentage of net sales has decreased
from 65.6 percent in 1996 to 61.9 percent in 1997 primarily due to the fact that
the Company began to receive discounts associated with normal trade terms
throughout 1997, increases in other purchase discounts and an increase in
certain retail selling prices.

Selling, general and administrative (SG&A) expenses in 1997 decreased by 11.0
percent compared to 1996. Such decrease is attributable to an increase in
comparable store expenses (5.0 percent), and a decrease in corporate overhead
(6.0 percent). SG&A expenses as a percentage of net sales decreased from 45.5
percent in 1996 to 42.3 percent in 1997 primarily due to overhead reductions.

Recently, Peaches primary suppliers have taken steps to help protect the retail
marketplace from certain low cost retailers of music. These steps include not
disbursing cooperative advertising funds to retailers which engage in low cost
selling practices in violation of the minimum advertised pricing policies of
such suppliers. Management believes that such initiatives, in combination with
the other factors mentioned immediately below, should help the Company to
restore itself to a competitive position in subsequent fiscal years. Other
factors which, in management's opinion, should help the Company to restore
itself to a competitive position in the future are the closing of the six
unprofitable stores which were closed during 1996, the closing of the former
headquarters and warehouse, the termination of other unprofitable business
arrangements as described herein and concentration on advantages which Peaches
has over certain of its competitors, including large inventory, convenient store
locations and a high level of customer service, which includes the ability of
the customer to sample virtually all music before purchasing and an extremely
efficient special order program.



                                      -9-
<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES


The Company incurred a net loss of approximately $307,000 in 1997 versus a net
loss of approximately $548,000 in 1996. The significant reduction in net loss is
attributed to the success of the Chapter 11 reorganization, however, such
success was offset by professional fees relating to the reorganization of
$44,000.

Liquidity and Capital Resources

The Company had working capital of $2,782,667 at June 28, 1997 compared to
working capital of $3,174,312 at March 29, 1997 and a current ratio (the ratio
of total current assets to total current liabilities) of 1.9 to 1 at June 28,
1997 compared to a current ratio of 2.0 to 1 at March 29, 1997.

At June 28, 1997, the Company had long-term obligations of $1,227,866.
Management anticipates that its ability to repay its long-term obligations will
be satisfied primarily through funds generated from its operations.

Management anticipates that cash generated from operations and cash equivalents
on hand will provide sufficient liquidity to maintain adequate working capital
for operations. Management would attempt to obtain financing for the opening of
any new stores during the next few years.

Inflation trends have not had an impact upon revenue because increases in costs
have been passed along to customers.

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

For a discussion of recent developments and uncertainties affecting the
Company's liquidity and capital resources, see notes 2 and 3 to the
(Confirmation of Amended Plan of Reorganization) included in the Company's
annual report on Form 10-K for the year ended March 29, 1997 consolidated
financial statements.

In February 1997, the FASB issued Statement of Financial Accounting Standard No.
128, "Earnings Per Share" ("Statement 128"). Statement 128 is effective for
financial statements issued for periods ending after December 15, 1997.
Statement 128 establishes standards for computing and presenting earnings per
share ("EPS"), simplifies the standards previously found in APB No. 15,
"Earnings Per Share," and makes them comparable to international EPS standards.
The Company will begin disclosing EPS in accordance with Statement 128 beginning
with the year ended March 28, 1998.


                                      -10-
<PAGE>


                      URT INDUSTRIES, INC. AND SUBSIDIARIES

OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

                 27.0 Financial Data Schedule

        (b)  Reports on Form 8-K

                 None



                                      -11-
<PAGE>

                      URT INDUSTRIES, INC. AND SUBSIDIARIES

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.


URT INDUSTRIES, INC.
Registrant


Date:  8/29/97                      /s/ Allan Wolk
                                    --------------------------------------------
                                    Allan Wolk, Chairman of the Board, President
                                    (Principal Executive Officer)


Date:  8/29/97                      /s/ Jason Wolk
                                    --------------------------------------------
                                    Jason Wolk, Executive Vice President,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)