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 March 31, 1995                   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 Identification Number)

                  2 Park Plaza, Suite 470, Irvine, California
                    (Address of principal executive offices)

                                      92614
                                   (Zip Code)

                                 (714) 553-3279
              (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 March 31, 1995,  there were 1,730,960  shares of the Registrant's
$.01 par value common stock issued and outstanding.

                                                          Total No. of Pages: 13

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<PAGE>



                              HART INDUSTRIES, INC.
                                      INDEX


                                      Page
                                     PART I

Item 1.   Financial Statements

          Balance Sheets - March 31, 1995 (unaudited) and
            December 31, 1994 (audited) ...................................1

          Statements of Operations - Three Months Ended
            March 31, 1995 and 1994 (unaudited) ...........................2

          Statements of Cash Flows - Three Months Ended March 31, 1995
            (unaudited)and March 31, 1994 (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................................................7

Item 2.   Changes In Securities............................................7

Item 3.   Defaults Upon Senior Securities..................................8

Item 4.   Submission of Matters to a Vote of Security Holders..............8

Item 5.   Other Information................................................8

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

                                        I

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<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                                 Balance Sheets
                      As of March 31, 1995 (Unaudited) and
                           December 31, 1994 (Audited)


                                                                                      March 31,             December 31,
                                                                                         1995                   1994
                                                                                ---------------------- ---------------------
                                                                                     (Unaudited)             (Audited)
<S>                                                                             <C>                    <C>

ASSETS
Current Assets:
 Cash and cash equivalents                                                      $                 245  $                 185
                                                                                ---------------------- ---------------------
   Total Current Assets                                                                           245                    185
Property held for sale                                                                         61,910                 61,910
                                                                                ---------------------- ---------------------
TOTAL ASSETS                                                                    $              62,155  $              62,095
                                                                                ====================== =====================
Current Liabilities:
 Accounts payable and accrued expenses                                          $              42,089  $               5,474
 Due to affiliates                                                                             76,500                 56,000
                                                                                ---------------------- ---------------------
   Total Current Liabilities                                                                  118,589                 61,474
Stockholders' Deficiency:
 Common stock - par value $.01; authorized  50,000,000 shares;  1,730,960 shares
 issued and outstanding, as of March 31, 1995
  and December 31, 1994                                                                        17,310                 17,310
 Additional paid-in capital                                                                 5,252,948              5,252,948
 Accumulated deficit                                                                       (5,326,692)            (5,269,637)
                                                                                ---------------------- ----------------------
   Total Stockholders' Deficiency                                                             (56,434)                  (621)
                                                                                ---------------------- ----------------------

TOTAL LIABILITIES AND STOCKHOLDERS'
   DEFICIENCY                                                                   $              62,155  $              62,095
                                                                                ====================== =====================

</TABLE>

              See accompanying notes to these financial statements

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                                                         1

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Operations
           For Three Months Ended March 31, 1995 and 1994 (Unaudited)

                                                           Three Months Ended March 31,
                                                 -----------------------------------------------
                                                           1995                      1994
                                                 ------------------------    -------------------
                                                        (Unaudited)               (Unaudited)
<S>                                              <C>                         <C>

Revenues:
  Interest and other                             $                    -      $            18,750
                                                 ------------------------    -------------------
      Totals                                                          -                   18,750
                                                 ------------------------    -------------------
Costs and expenses:
  General and administrative                                     57,055                   30,270
                                                 ------------------------    -------------------
       Totals                                                    57,055                   30,270
                                                 ------------------------    -------------------
Net income (loss)                                $              (57,055)     $           (11,520)
                                                 ========================    ====================
Net income (loss) applicable to
 common stock                                    $              (57,055)     $           (11,520)
                                                 ========================    ====================
Net income (loss) per common share               $                (.033)     $             (.024)
                                                 ========================    ====================
Weighted average common
 shares outstanding                                           1,730,960                  480,962
                                                 ========================    ===================

</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q\HRT33195]-9

                                                         2

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                            Statements of Cash Flows
         For the Three Months Ended March 31, 1995 and 1994 (Unaudited)

                                                                    Three Months Ended March 31,
                                                                            1995                  1994
                                                                    --------------------- -------------------
                                                                         (Unaudited)           (Unaudited)
<S>                                                                 <C>                   <C>

Operating activities:
  Net income (loss)                                                 $            (57,055) $           (11,520)
  Adjustments to reconcile net income (loss) to net
    cash provided (used) in operating activities:                                      -                     -
      Increase (decrease) from changes in:
         Interest receivable                                                           -                (8,750)
         Accounts payable and accrued expenses                                    36,615                16,769
         Due to affiliate                                                         20,500                     -
                                                                    --------------------- --------------------
           Net cash provided (used) in operating activities                           60                 3,501
                                                                    --------------------- --------------------

Net increase (decrease) in cash and cash equivalents                                  60                (3,501)

Cash and cash equivalents, beginning of period                                       185                 7,531
                                                                    --------------------- --------------------

Cash and cash equivalents, end of period                            $                245  $              4,030
                                                                    ===================== ====================

</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q\HRT33195]-9

                                                         3

<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1995


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, 1995 and for the
              three  month  period  then  ended.  It  is  suggested  that  these
              condensed  financial  statements be read in  conjunction  with the
              financial  statements and notes thereto  included in the Company's
              December 31, 1994  audited  financial  statements.  The results of
              operations  for the periods  ended March 31, 1995 and 1994 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 nonelectric dishwasher for a note
              receivable  and future  royalties.  During 1990, the Company began
              performing sludge dewatering  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.

              Principles of Management Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of revenues  and expenses  during the  reporting
              period. Actual results could differ from those estimates.

              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

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<PAGE>


                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1995

Note 1.       Summary of Significant Accounting Policies and Business Activities
             (Continued)

              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.

              Going Concern

              The  Company has  experienced  recurring  net losses,  has limited
              liquid  resources,  negative  working  capital  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  consolidated  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 1994 consolidated financial
              statements have been reclassified,  where appropriate,  to conform
              with the financial statement presentation used in fiscal 1995.

Note 2.       Sale of Manufacturing Assets

              In July 1993, the Company acquired certain  manufacturing  assets,
              and in conjunction with its equipment leasing  activities,  leased
              the assets to a third party. The Company  terminated the lease due
              to the  lessee's  default  and,  in May 1995,  sold the  assets at
              auction for $72,710, resulting in a gain on sale of $10,800.

Note 3.       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 SAC 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.

Note 4.       Subsequent Events

              Effective  April  1996,  the  Company  entered  into a  Consulting
              Agreement  with Mr. Steven Dong,  pursuant to which Mr. Dong is to
              perform  accounting  services  and to hold  the  office  of  Chief
              Financial Officer through June 30, 1996. Pursuant to the agreement
              the  Company  agreed  to pay Mr.  Dong  $10,000  in cash or in the
              Company's common stock payable monthly in arrears, and granted him
              an option to purchase 166,666 shares

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                                                                 5

<PAGE>


                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                                 March 31, 1995

Note 4.       Subsequent Events (Continued)

              of the  Company's  common  stock at an exercise  price of $.01 per
              share.  No cash  payments  were  made to Mr.  Dong by the  Company
              during the first three months of fiscal 1995 for services provided
              by  Mr.  Dong  prior  to his  Consulting  Agreement.  The  Company
              expensed $0 during the first  three  months of fiscal 1995 and had
              no amounts due to Mr. Dong as of March 31, 1995.

              In July 1996, the Company entered into a Consulting Agreement with
              John  Desbrow,  pursuant to which Mr.  Desbrow is to perform legal
              services  and to  hold  the  office  of  Secretary  and  Director.
              Pursuant to the  agreement the Company  agreed to pay Mr.  Desbrow
              $2,000 per month commencing  August 1, 1994. No cash payments have
              been made to Mr.  Desbrow by the  Company  during the first  three
              months of fiscal 1995 for services provided.  The Company expensed
              $11,250  and $0 during the first  three  months of fiscal 1995 and
              1994 respectively, and had $21,250 and $0 due to Mr. Desbrow as of
              March 31, 1995 and 1994 respectively.

                                                           [HART\10Q\HRT33195]-9

                                                                 6

<PAGE>



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

              Results of Operations

              Three Months Ended March 31, 1995 Compared to Three Months Ended
              March 31, 1994

                      There were no  operations  during the three  months  ended
              March 31,  1995.  As a result  there were no  revenues  or cost of
              revenues recorded during the three months ended March 31, 1995.

                      The Registrant's general and administrative  expenses were
              $57,055 for the three months ended March 31, 1995,  as compared to
              $30,270 for the same period last year.  The  increase is primarily
              attributable  to the accrual of  continued  professional  services
              provided by consultants under professional advisory and management
              agreements.

                      The Registrant  earned $18,750 in interest  income for the
              three  months  ended March 31,  1994.  There was no such  interest
              income earned for the same period this year.

              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  $245 and $185 as of
              March 31, 1995, and December 31, 1994, respectively,  and negative
              working  capital of $118,344 and $61,289 as of March 31, 1995, and
              December 31, 1994,  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 1995.  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 March 31, 1995 to finance future  operations.  The
              Registrant has received financial support from an affiliate and is
              dependent  upon the  affiliate  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 the affiliate which is estimated
              to be approximately $148,500 for the remainder of fiscal year 1995
              based upon  agreements and obligations the Registrant has at March
              31,  1995.  Such  conditions  raise  substantial  doubt  about the
              Registrant's ability to continue as a going concern.


PART II:      OTHER INFORMATION

Item 1.       Legal Proceedings

                  None

Item 2.       Changes In Securities

                  None

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                                                                 7

<PAGE>



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\HRT33195]-9

                                                                 8

<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:   January 20, 1997               By:  /s/  Fred G. Luke
                                             ----------------------------------
                                                  Fred G. Luke,
                                                  President and Director

Dated:   January 20, 1997               By:  /s/  John D. Desbrow
                                             ----------------------------------
                                                  John D. Desbrow,
                                                  Secretary and Director

Dated:   January 20, 1997               By:  /s/  Steven H. Dong
                                             ----------------------------------
                                                  Steven H. Dong,
                                                  Chief Financial Officer

                                                           [HART\10Q\HRT33195]-9

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