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 June 30, 1996                   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
                          (I.R.S. Employer I.D. Number)

               4695 MacArthur Court, Suite 530, Newport Beach, CA
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

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

                                       N/A
                 (Former Address, if changed since last report)

                                       N/A
                 (Former Zip Code, if changed since last report)

                                       N/A
             (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 June 30, 1996,  there were 1,730,960  shares of the  Registrant's
$.01 par value common stock issued and outstanding.

                                                           [HART\10Q:HRT63096]-3

<PAGE>

                              HART INDUSTRIES, INC.
                                      INDEX

                                                                            Page

                                     PART I

Item 1.   Financial Statements

          Balance Sheet - June 30, 1996 (unaudited) .......................1

          Statements of Operations - Three and Six Months Ended
            June 30, 1996 and 1995 (unaudited).............................2

          Statements of Cash Flows - Six Months Ended June 30, 1996
            (unaudited) and June 30, 1995 (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 Sheets
                         As of June 30, 1996 (Unaudited)

                                                                                       June 30,
                                                                                         1996
                                                                                     (Unaudited)
                                                                                ---------------------
<S>                                                                             <C>

ASSETS
Current Assets:
 Cash and cash equivalents                                                      $                  12
                                                                                ---------------------
   Total Current Assets                                                                            12
                                                                                ---------------------
TOTAL ASSETS                                                                    $                  12
                                                                                =====================
Current Liabilities:
 Accounts payable and accrued expenses                                          $              64,751
 Due to affiliates                                                                            284,590
                                                                                ---------------------
   Total Current Liabilities                                                                  349,341
Stockholders' Deficiency:
 Common stock - par value $.01;  authorized 50,000,000 shares;
 1,730,960 shares issued and outstanding, as of June 30, 1996                                  17,310
 Additional paid-in capital                                                                 5,252,948
 Accumulated deficit                                                                       (5,619,587)
                                                                                ----------------------
   Total Stockholders' Deficiency                                                            (349,329)
                                                                                ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $                  12
                                                                                ======================
</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT63096]-3

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Operations
                       For the Three and Six Months Ended
                       June 30, 1996 and 1995 (Unaudited)

                                             For the Three Months Ended                    For the Six Months Ended
                                                      June 30,                                     June 30,
                                       --------------------------------------      ----------------------------------------
                                               1996               1995                    1996                 1995
                                       ------------------- ------------------      ------------------  --------------------
<S>                                    <C>                 <C>                     <C>                 <C>

                                            (Unaudited)        (Unaudited)             (Unaudited)          (Unaudited)
Costs and expenses:
 General and administrative            $            64,111 $              -        $               -   $                 -
                                       ------------------- ------------------      ------------------  -------------------
     Totals                                         64,111            69,708                 122,695               126,763
                                       ------------------- ------------------      ------------------  -------------------
Net income (loss)                      $          (64,111) $         (69,708)      $        (122,695)  $          (126,763)
                                       =================== ==================      ==================  ====================
Net loss applicable to
 common stock                          $          (64,111) $         (69,708)      $        (122,695)  $          (126,763)
                                       =================== ==================      ==================  ====================
Net income (loss) per common           $            (.037) $          (.040)       $           (.071)  $             (.073)
                                       =================== ==================      ==================  ====================
 share
Weighted average common
 shares outstanding                              1,730,960         1,730,960               1,730,960             1,730,960
                                       =================== ==================      ==================  ====================

</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT63096]-3

                                                         2

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Cash Flows
           For the Six Months Ended June 30, 1996 and 1995 (Unaudited)

                                                                               Six Months Ended June 30,
                                                                              1996                   1995
                                                                    ------------------------ --------------------
                                                                           (Unaudited)            (Unaudited)
                                                                    ------------------------ --------------------
<S>                                                                 <C>                      <C>

Operating activities:
  Net income (loss)                                                 $              (122,695) $           (126,763)
  Adjustments to reconcile net income (loss) to net
    cash provided (used) in operating activities:                                         -                     -
      Increase (decrease) from changes in:
         Accounts payable and accrued expenses                                       57,376                52,972
         Due to affiliate                                                            65,290                20,500
                                                                    ------------------------ --------------------
           Net cash provided (used) in operating activities                             (29)              (53,291)
                                                                    ------------------------ ---------------------

Investing activities:
 Disposal of property and equipment                                                       -                55,000
                                                                    ------------------------ --------------------
           Net cash provided (used) by investing activities                               -                55,000
                                                                    ------------------------ --------------------

Net increase (decrease) in cash and cash equivalents                                    (29)                1,709

Cash and cash equivalents, beginning of period                                           41                   185
                                                                    ------------------------ --------------------

Cash and cash equivalents, end of period                            $                    12  $              1,894
                                                                    ======================== ====================

</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q:HRT63096]-3

                                                         3

<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                  June 30, 1996

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 June 30, 1996 and for the
              three and six month periods 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, 1995.  The
              results of operations for the periods ended June 30, 1996 and 1995
              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:HRT63096]-3

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<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                  June 30, 1996

              Going Concern

              The Company has incurred  recurring net losses, has limited liquid
              resources,  a  working  capital  deficiency  and  has  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 1995  financial  statements
              have been  reclassified,  where  appropriate,  to conform with the
              financial statement presentation used in fiscal 1996.

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:HRT63096]-3

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<PAGE>

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

              Results of Operations

                  Three Months Ended June 30, 1996 Compared to Three Months
                  Ended June 30, 1995

                  There were no  operations  during the three  months ended June
              30,  1996 and,  consequently,  there were no  revenues  or cost of
              revenues recorded.

                  The  Registrant's  general and  administrative  expenses  were
              $64,111 for the three months  ended June 30, 1996,  as compared to
              $69,708  for the same period  last year and were  attributable  to
              continued professional, consulting and advisory services.

                  Six Months Ended June 30, 1996 Compared to Six Months Ended
                  June 30, 1995

                  The Registrant had no operations for the six months ended June
              30, 1996 or the six months ended June 30, 1995.

                  The  Registrant's  general and  administrative  expenses  were
              $122,695 for the six months  ended June 30,  1995,  as compared to
              $126,763  for the  same  period  last  year as  expenses  remained
              relative stable between the two periods.

              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 $12 and $41 as of June 30, 1996,
              and December 31, 1995, respectively,  and negative working capital
              of $349,329  and  $226,634 as of June 30,  1996,  and December 31,
              1995, 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  six  months  of fiscal  year  1996.  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 had limited cash and cash  equivalents
              remaining as of June 30, 1996, 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 1996.  Such
              conditions raise substantial doubt about the Registrant's  ability
              to continue as a going concern.

                                                           [HART\10Q:HRT63096]-3

                                                                 6

<PAGE>

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:HRT63096]-3

                                                                 7

<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:HRT63096]-3

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