SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended March 31, 1997                 Commission File No.    0-12746

                              HART INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   87-0399267
                            (IRS Employer ID Number)

        4695 MacArthur Court, Suite 530, Newport Beach, California 92660
               (Address of principal executive offices) (Zip Code)

                                 (949) 475-6745
              (Registrant's telephone number, including area code)

                   2 Park Plaza, Suite 470, Irvine, California
                 (Former Address, if changed since last report)

                                      92614
                 (Former Zip Code, if changed since last report)

                                 (714) 833-5380
             (Former telephone number, if changed since last report)

         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 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               No X

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         As of March 31, 1997,  there were 1,730,960  shares of the Registrant's
$.01 par value common stock issued and outstanding.

                                                           [HART\10Q:HRT33197]-4

<PAGE>

                              HART INDUSTRIES, INC.
                                      INDEX


                                                                            Page

                                     PART I

Item 1.   Financial Statements

          Balance Sheets - March 31, 1997 (unaudited) .....................1

          Statements of Operations - Three Months Ended
            March 31, 1997 and 1996 (unaudited)............................2

          Statements of Cash Flows - Three Months Ended March 31, 1997
            (unaudited) and March 31, 1996 (unaudited).....................3

          Notes to Financial Statements (unaudited)........................4


Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations .....................................7

                                     PART II

Item 1.   Legal Proceedings................................................9

Item 2.   Changes In Securities............................................9

Item 3.   Defaults Upon Senior Securities..................................9

Item 4.   Submission of Matters to a Vote of Security Holders..............9

Item 5.   Other Information................................................9

Item 6.   Exhibits and Reports on Form 8-K.................................9

                                        I

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<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                                  Balance Sheet
                        As of March 31, 1997 (Unaudited)

                                                                                      March 31,
                                                                                         1997
                                                                                     (Unaudited)
                                                                                ---------------------
<S>                                                                             <C>

ASSETS
Current Assets:
 Cash and cash equivalents                                                      $                 520
                                                                                ---------------------
   Total Current Assets                                                                           520
                                                                                ---------------------
TOTAL ASSETS                                                                    $                 520
                                                                                =====================
Current Liabilities:
 Accounts payable and accrued expenses                                          $              75,965
 Due to affiliates                                                                            270,384
                                                                                ---------------------
   Total Current Liabilities                                                                  346,349
Stockholders' Deficiency:
 Common stock - par value $.01;  authorized 50,000,000 shares;
 1,730,960 shares issued and outstanding, as of March 31, 1997                                 17,310
 Additional paid-in capital                                                                 5,252,948
 Accumulated deficit                                                                       (5,616,087)
                                                                                ----------------------
   Total Stockholders' Deficiency                                                            (345,829)
                                                                                ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIENCY                                 $                 520
                                                                                ======================
</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT33197]-4

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Operations
                           For the Three Months Ended
                       March 31, 1997 and 1996 (Unaudited)

                                                              For the Three Months Ended
                                                                       March 31,
                                                   ----------------------- ------------------------
                                                             1997                    1996
                                                   ----------------------- ------------------------
                                                          (Unaudited)             (Unaudited)
                                                   ----------------------- ------------------------
<S>                                                <C>                     <C>

Costs and expenses:
 General and administrative                        $               54,144  $                 58,584
                                                   ----------------------- ------------------------
     Totals                                                        54,144                    58,584
                                                   ----------------------- ------------------------
Net loss                                           $              (54,144) $                (58,584)
                                                   ======================= =========================
Net loss applicable to
 common stock                                      $              (54,144) $                (58,584)
                                                   ======================= =========================
Net loss per common share                          $                (.031) $                  (.034)
                                                   ======================= =========================
Weighted average common
 shares outstanding                                              1,730,960                1,730,960
                                                   ======================= ========================
</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT33197]-4

                                                         2

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Cash Flows
          For the Three Months Ended March 31, 1997 and 1996(Unaudited)

                                                                             Three Months Ended March 31,
                                                                              1997                   1996
                                                                    ------------------------ ---------------------
                                                                           (Unaudited)            (Unaudited)
                                                                    ------------------------ ---------------------
<S>                                                                 <C>                      <C>

Operating activities:
  Net income (loss)                                                 $               (54,144) $            (58,584)
  Adjustments to reconcile net income (loss) to net
    cash provided (used) in operating activities:
      Increase (decrease) from changes in:
         Accounts payable and accrued expenses                                        8,087                 7,447
         Due to affiliate                                                            46,335                51,123
                                                                    ------------------------ ---------------------
           Net cash provided (used) in operating activities                             278                   (14)
                                                                    ------------------------ ---------------------

Net increase (decrease) in cash and cash equivalents                                    278                   (14)

Cash and cash equivalents, beginning of period                                          242                    41
                                                                    ------------------------ ---------------------

Cash and cash equivalents, end of period                            $                   520  $                 27
                                                                    ======================== =====================
</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT33197]-4

                                                         3

<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1997

Note 1. Summary of Significant Accounting Policies and Business Activities

         Basis Of Presentation

         The accompanying  unaudited financial  statements have been prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial  information.  Accordingly,  they do not  include  all of the
         information  and footnotes  required by generally  accepted  accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management,  all normal  adjustments,  consisting  of normal  recurring
         accruals,  considered  necessary  for a  fair  presentation  have  been
         included.  The  financial  statements  include  the  balance  sheet and
         statements  of  operations  and  cash  flows of Hart  Industries,  Inc.
         ("Company")  as of March 31, 1997 and for the three  month  period then
         ended.  It is suggested that these  condensed  financial  statements be
         read in  conjunction  with the audited  financial  statements and notes
         thereto  included  in the  Company's  Form  10-KSB  for the year  ended
         December  31, 1996.  The results of  operations  for the periods  ended
         March 31, 1997 and 1996 are not necessarily indicative of the operating
         results for the full year.

         Organization

         The Company was in the development stage from incorporation in October,
         1982 to  September  30, 1990.  Activities  through  September  30, 1990
         principally  consisted of organizing the Company,  issuing common stock
         for cash,  services,  and equipment,  negotiation of license agreements
         and incurring research and development  costs. All costs,  except those
         associated  with  the  license  agreements,   patents,  trademarks  and
         equipment  costs,  were  expensed  as incurred  during the  development
         stage. In December, 1990, the Company sold its assets and all rights to
         the non-electric dishwasher for a note receivable and future royalties.
         During 1990, the Company began performing sludge de-watering operations
         through its Transportable Treatment Unit (TTU) and was taken out of the
         development  stage for accounting  purposes.  The revenue  generated in
         1990 was from the  Environmental  Services  Division and the TTU. There
         was no  revenue  generated  in 1991  from the  TTU.  1992  revenue  was
         generated  through the  Environmental  Services  Division.  Since 1992,
         there have been no operating revenues through the date of this Report.

         Reorganization

         Effective  March 8, 1994 the  Company  reorganized  via a merger with a
         newly formed Nevada corporation whose name became Hart Industries, Inc.
         at the  effective  date.  The  Merger  Agreement  was  approved  by the
         Company's  stockholders at the Annual Meeting held on January 18, 1994.
         Under the Merger Agreement each  shareholder  received one share in the
         Nevada  corporation  for every twenty  shares held in the Company.  Any
         fractional  shares  resulting  from the merger  were  rounded up to the
         nearest  whole  share.  As a  result  of  the  merger,  the  number  of
         authorized   shares  of  common  stock  increased  from  10,000,000  to
         50,000,000  while retaining the same $.01 par value.  All share and per
         share amounts have been restated to give effect to the merger.

                                                           [HART\10Q:HRT33197]-4

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<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1997

         Going Concern

         The Company  has  incurred  recurring  net  losses,  a working  capital
         deficiency,  has limited liquid resources,  and no current  operations.
         Management's  intent is to keep  searching  for  additional  sources of
         capital and new operating  opportunities.  In the interim,  the Company
         will  keep  operating  with  minimal  overhead  and key  administrative
         functions   will  be  provided  by  an  affiliate.   Accordingly,   the
         accompanying   financial  statements  have  been  presented  under  the
         assumption that the Company will continue as a going concern.

         Reclassification of Prior Year Amounts

         To enhance  comparability,  the fiscal 1996 financial  statements  have
         been  reclassified,  where  appropriate,  to conform with the financial
         statement presentation used in fiscal 1997.

Note 2.           Business Condition

         The Company has  experienced  negative  cash  outflows  from  operating
         activities  through 1992 and ceased  operations in March 1992, prior to
         capital restructuring and change in management. Cash contributions from
         its then affiliates  provided the financial  support  necessary for the
         Company to satisfy its  obligations  through 1992.  Since January 1993,
         NuVen Advisors Inc., an affiliate ("NuVen"), has provided financial and
         administrative  support  for  the  Company's  operations.  The  Company
         expects to receive continued financial and administrative  support from
         NuVen until a new business opportunity is acquired or developed.  As of
         the date of this Report,  the Company has no  operations,  however,  is
         continuing to seek new opportunities.

                                                           [HART\10Q:HRT33197]-4

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<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1997

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         Results of Operations

              Three Months Ended March 31, 1997 Compared to Three Months Ended
              March 31, 1996

              There were no  operations  during the three months ended March 31,
         1997. As a result there were no operating  revenues or cost of revenues
         recorded during the three months ended March 31, 1997.

              The Registrant's general and administrative  expenses were $54,144
         for the three months  ended March 31, 1997,  as compared to $58,584 for
         the  same  period  last  year.  General  and  administrative   expenses
         consisted  primarily of  continued  professional  services  provided by
         consultants under professional advisory and management agreements.

         Liquidity and Capital Resources

              The Registrant has continued to incur net losses and negative cash
         flows  from  operating  activities.  The  Registrant  had cash and cash
         equivalents  of  approximately  $520 and $242 as of March 31, 1997, and
         December  31,  1996,  respectively,  and  negative  working  capital of
         $345,829  and  $291,685 as of March 31,  1997,  and  December 31, 1996,
         respectively.  The increase in working  capital  deficiency is a direct
         result  of  the  Registrant  incurring  professional,   consulting  and
         advisory  services and other overhead  during the first three months of
         fiscal year 1997. As of the date of this Report,  the Registrant has no
         material  commitments for capital  expenditures  and no commitments for
         additional equity or debt financing, and no assurances can be made that
         its  working  capital  needs  can be met out of  future  operations  or
         borrowing.

              As  a  result  of  the  Registrant  having  no  revenue  producing
         activities,  the  Registrant  has  limited  cash and  cash  equivalents
         remaining  as of March 31,  1997,  to finance  future  operations.  The
         Registrant has received  financial  support from NuVen and is dependent
         upon NuVen for future  working  capital.  The  Registrant's  plan is to
         continue searching for additional sources of equity and working capital
         and new  operating  opportunities.  In the  interim,  the  Registrant's
         existence is dependent upon continuing financial support from NuVen for
         the remainder of fiscal year 1997.  Such conditions  raise  substantial
         doubt about the Registrant's ability to continue as a going concern.

                                                           [HART\10Q:HRT33197]-4

                                                         6

<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1997

PART II:      OTHER INFORMATION

Item 1.       Legal Proceedings

         None

Item 2.       Changes In Securities

         None

Item 3.       Defaults Upon Senior Securities

         None

Item 4.       Submission Of Matters To A Vote Of Security Holders

         None

Item 5.       Other Information

         None

Item 6.       Exhibits And Reports On Form 8-K

         (a)  Exhibits:

              #27          Financial Data Schedule

         (b)  Reports on Form 8-K:          None

                                                           [HART\10Q:HRT33197]-4

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<PAGE>

                                   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.

                                        HART INDUSTRIES, INC.

Dated:   October 27, 1998               By:  /s/  Fred G. Luke
                                                  -----------------------------
                                                  Fred G. Luke,
                                                  President and Director

                                                           [HART\10Q:HRT33197]-4

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