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

                                                           [HART\10Q\HRT93096]-4

<PAGE>

                              HART INDUSTRIES, INC.
                                      INDEX

                                                                            Page

                                     PART I

Item 1.   Financial Statements

          Balance Sheets - September 30, 1996 (unaudited) .................1

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

          Statements of Cash Flows - Nine Months Ended September 30, 1996
           (unaudited) and September 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

                                                           [HART\10Q\HRT93096]-4

<PAGE>

<TABLE>
<CAPTION>

                              HART INDUSTRIES, INC.
                                 Balance Sheets
                      As of September 30, 1996 (Unaudited)

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

ASSETS
Current Assets:
 Cash and cash equivalents                                                      $                   -
                                                                                ---------------------
   Total Current Assets                                                                             -
TOTAL ASSETS                                                                    $                   -
                                                                                =====================
Current Liabilities:
 Accounts payable and accrued expenses                                          $              73,587
 Due to affiliates                                                                            333,189
                                                                                ---------------------
   Total Current Liabilities                                                                  406,776
Stockholders' Deficiency:
 Common stock - par value $.01;  authorized 50,000,000 shares;
 1,730,960 shares issued and outstanding, as of September 30, 1996                             17,310
 Additional paid-in capital                                                                 5,252,948
 Accumulated deficit                                                                       (5,677,034)
                                                                                ----------------------
   Total Stockholders' Deficiency                                                            (406,776)
                                                                                ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $                   -
                                                                                ======================
</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q\HRT93096]-4

                                                         1

<PAGE>

<TABLE>
<CAPTION>

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

                                             For the Three Months Ended                    For the Nine Months Ended
                                                   September 30,                                 September 30,
                                       --------------------------------------      ----------------------------------------
                                               1996               1995                    1996                 1995
                                       ------------------- ------------------      ------------------  --------------------
<S>                                    <C>                 <C>                     <C>                 <C>

                                            (Unaudited)        (Unaudited)             (Unaudited)          (Unaudited)
Costs and expenses:
 Gain on sale of assets                $                 - $         (10,800)      $               -   $           (10,800)
 General and administrative                        116,032            59,337                 180,143               186,100
                                       ------------------- ------------------      ------------------  --------------------
     Totals                                        116,032            48,537                 180,143               175,300
                                       ------------------- ------------------      ------------------  --------------------
Net loss                               $         (116,032) $         (48,537)      $        (180,143)  $          (175,300)
                                       =================== ==================      ==================  ====================
Net loss applicable to
 common stock                          $         (116,032) $         (48,537)      $        (180,143)  $          (175,300)
                                       =================== ==================      ==================  ====================
Net loss per common share              $            (.067) $          (.028)       $           (.104)  $             (.101)
                                       =================== ==================      ==================  ====================
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\HRT93096]-4

                                                         2

<PAGE>

<TABLE>
<CAPTION>

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

                                                                            Nine Months Ended September 30,
                                                                              1996                   1995
                                                                    ------------------------ ---------------------
                                                                           (Unaudited)            (Unaudited)
                                                                    ------------------------ ---------------------
<S>                                                                 <C>                      <C>

Operating activities:
  Net income (loss)                                                 $              (180,143) $           (175,300)
  Adjustments to reconcile net income (loss) to net
    cash provided (used) in operating activities:
      Gain on sale of equipment                                                           -               (10,800)
      Increase (decrease) from changes in:
         Accounts payable and accrued expenses                                       66,212                70,590
         Due to affiliate                                                           113,890                44,500
                                                                    ------------------------ ---------------------
           Net cash provided (used) in operating activities                             (41)              (71,010)
                                                                    ------------------------ ---------------------

Investing activities:
 Disposal of property and equipment                                                       -                72,710
                                                                    ------------------------ --------------------
           Net cash provided (used) by investing activities                               -                72,710
                                                                    ------------------------ --------------------

Net increase (decrease) in cash and cash equivalents                                    (41)                1,700

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

Cash and cash equivalents, end of period                            $                     -  $              1,885
                                                                    ======================== ====================

</TABLE>

              See accompanying notes to these financial statements

                                                           [HART\10Q\HRT93096]-4

                                                         3
<PAGE>

                              HART INDUSTRIES, INC.
                          Notes to Financial Statements
                               September 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 September 30, 1996 and for
              the three and nine 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 September 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 agree ments 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.

                                                           [HART\10Q\HRT93096]-4

                                                         4

<PAGE>

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

              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.

              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 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\HRT93096]-4

                                                         5

<PAGE>

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

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

              Results of Operations

                  Three Months Ended September 30, 1996 Compared to Three Months
                  Ended September 30, 1996

                  There  were  no  operations  during  the  three  months  ended
              September 30, 1996.  As a result there were no operating  revenues
              or cost  of  revenues  recorded  during  the  three  months  ended
              September 30, 1996.

                  The  Registrant's  general and  administrative  expenses  were
              $116,032  for the  three  months  ended  September  30,  1996,  as
              compared to $59,337 for the same period last year. The increase is
              primarily  attributable  to the accrual of  professional  services
              provided by consultants under professional advisory and management
              agreements.

                  Nine Months Ended September 30, 1996 Compared to Nine Months
                  Ended September 30, 1995

                  The  Registrant  had no  operations  for the nine months ended
              September 30, 1996 or 1995.

                  The Registrant's total legal and professional fees and general
              and  administrative  expenses  were  $180,143  for the nine months
              ended  September  30,  1996,  as compared to $186,100 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.

                  Additionally,  the Registrant sold assets  resulting in a gain
              on sale of  $10,800.  There  was no  such  sale in the  comparable
              period in the current 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 $0 and $41 as of September 30,
              1996, and December 31, 1995,  respectively,  and negative  working
              capital of $406,776  and $226,634 as of  September  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 nine 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.

                                                           [HART\10Q\HRT93096]-4

                                                         6

<PAGE>

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

                  As a result  of the  Registrant  having no  revenue  producing
              activities,  the Registrant has limited cash and cash  equivalents
              remaining as of September 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\HRT93096]-4

                                                         7

<PAGE>

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

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\HRT93096]-4

                                                         8

<PAGE>

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

                                   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\HRT93096]-4

                                                         9