UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended October 2, 1999                    Commission File No. 0-12375


                        PEACHES ENTERTAINMENT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


          Florida                                                59-2166041
(State or Other Jurisdiction of                       (I.R.S. Employer I.D. No.)
Incorporation or Organization)

               1180 E Hallandale Beach Blvd., Hallandale, FL 33009
               (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (954) 454-5554


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter  period that the  registrants  were
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.


                                YES _X_    NO ___


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.


At December 9, 1999, there were outstanding:


39,781,170 shares of common stock


<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                                      Index

<TABLE>
PART I. FINANCIAL INFORMATION

<S>                                                                                         <C>
 Item 1.  Financial Statements

   Condensed Balance Sheets - October 2, 1999, April 3, 1999 and September 26,
      1998 (Unaudited)                                                                      3

   Condensed Statements of Operations and Retained Deficit - Three Months Ended
      October 2, 1999 and September 26, 1998 (Unaudited)
                                                                                            4

   Condensed Statements of Operations and Retained Deficit - Six Months Ended
      October 2, 1999 and September 26, 1998 (Unaudited)
                                                                                            5

   Condensed Statements of Cash Flows - Six Months Ended October 2, 1999 and
      September 26, 1998 (Unaudited)                                                        6

   Notes to Condensed Financial Statements                                                  7

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                                                9

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                                  11

SIGNATURES                                                                                 12
</TABLE>

                                       2

<PAGE>
                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                        PEACHES ENTERTAINMENT CORPORATION

                            Condensed Balance Sheets

              October 2, 1999, April 3, 1999 and September 26, 1998
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  October 2,       April 3,     September 26,
                                                                     1999           1999           1998
                                                                  -----------    -----------    -----------
                                     Assets
<S>                                                               <C>                <C>            <C>
Current assets:
    Cash and cash equivalents                                     $   567,991        615,665        451,890
    Inventories                                                     2,265,410      2,309,600      2,643,727
    Prepaid expenses and other current assets                         167,136        247,122        235,716
                                                                  -----------    -----------    -----------
                   Total current assets                             3,000,537      3,172,387      3,331,333
Property and equipment, net                                         1,220,362      1,235,570      1,391,511
Other assets                                                          195,709        174,991        187,726
                                                                  -----------    -----------    -----------
                                                                  $ 4,416,608      4,582,948      4,910,570
                                                                  ===========    ===========    ===========
                      Liabilities and Shareholders' Equity

Current liabilities:
    Current portion of long-term obligations                      $    75,494        108,280        573,038
    Current portion of due to Parent                                  485,185         15,185           --
    Accounts payable                                                2,121,371      2,240,109      2,093,655
    Accrued liabilities                                               602,092        680,193        972,639
                                                                  -----------    -----------    -----------
                   Total current liabilities                        3,284,142      3,043,767      3,639,332
Long-term obligations                                                 443,042        469,759        518,625
Due to parent                                                          45,555         45,555        397,031
Deferred rent                                                          84,043         63,030         62,950
                                                                  -----------    -----------    -----------
                   Total liabilities                                3,856,782      3,622,111      4,617,938
                                                                  -----------    -----------    -----------
Shareholders' equity:
    Preferred stock, $100 par value; 50,000 shares authorized;
       5,000 shares issued and outstanding                            500,000        500,000        500,000
    Common stock, $.01 par value; 40,000,000 shares authorized;
       39,781,170 shares issued                                       397,813        397,813        397,813
    Additional paid-in capital                                      2,009,190      2,039,190      1,719,190
    Retained deficit                                               (2,347,177)    (1,976,166)    (2,324,371)
                                                                  -----------    -----------    -----------
                   Total shareholders' equity                         559,826        960,837        292,632
Commitments and contingencies
                                                                  -----------    -----------    -----------
                                                                  $ 4,416,608      4,582,948      4,910,570
                                                                  ===========    ===========    ===========
</TABLE>

See accompanying notes to condensed financial statements



                                       3
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

             Condensed Statements of Operations and Retained Deficit

            Three months ended October 2, 1999 and September 26, 1998
                                   (Unaudited)

                                                     October 2,    September 26,
                                                        1999           1998
                                                     -----------    -----------
Net sales                                            $ 3,426,062      3,924,914
                                                     -----------    -----------
Cost and expenses:
    Cost of sales                                      1,958,344      2,336,793
    Selling, general and administrative expenses       1,624,191      1,711,791
    Depreciation and amortization                         49,228         58,378
                                                     -----------    -----------
                                                       3,631,763      4,106,962
          Loss from operations                          (205,701)      (182,048)
                                                     -----------    -----------
Other (expense) income:
    Interest expense                                     (14,198)       (35,008)
    Interest income                                        1,371          1,377
                                                     -----------    -----------
                                                         (12,827)       (33,631)
          Net loss before income taxes                  (218,528)      (215,679)
Provision for income taxes                                    --             --
                                                     -----------    -----------
          Net loss                                      (218,528)      (215,679)
Retained deficit, beginning of period                 (2,128,649)    (2,108,692)
                                                     -----------    -----------
Retained deficit, end of period                      $(2,347,177)    (2,324,371)
                                                     ===========    ===========
Basic and diluted earnings per share                 $     (0.01)         (0.01)
                                                     ===========    ===========

See accompanying notes to condensed financial statements.



                                       4
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

             Condensed Statements of Operations and Retained Deficit

            Six months ended October 2, 1999 and September 26, 1998
                                   (Unaudited)

                                                     October 2,    September 26,
                                                        1999          1998
                                                     -----------    -----------
Net sales                                            $ 7,084,201      7,794,674
                                                     -----------    -----------
Costs and expenses:
    Cost of sales                                      4,134,672      4,655,597
    Selling, general and administrative expenses       3,200,167      3,394,316
    Depreciation and amortization                         97,009        116,339
                                                     -----------    -----------
                                                       7,431,848      8,166,252
                                                     -----------    -----------
          Loss from operations                          (347,647)      (371,578)
                                                     -----------    -----------
Other (expense) income:
    Interest expense                                     (28,705)       (72,262)
    Interest income                                        5,341          6,049
                                                     -----------    -----------
                                                         (23,364)       (66,213)
          Loss before income taxes                      (371,011)      (437,791)
Provision for income taxes                                    --             --
                                                     -----------    -----------
            Net loss                                    (371,011)      (437,791)
Retained deficit, beginning of period                 (1,976,166)    (1,886,580)
                                                     -----------    -----------
Retained deficit, end of  period                     $(2,347,177)    (2,324,371)
                                                     ===========    ===========
Basic and diluted loss per share                     $     (0.01)         (0.01)
                                                     ===========    ===========

See accompanying notes to condensed financial statements.



                                       5
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                       Condensed Statements of Cash Flows

             Six months ended October 2, 1999 and September 26, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        October 2,   September 26,
                                                                            1999          1998
                                                                         ----------    ----------
Cash flows from operating activities:
<S>                                                                      <C>             <C>
    Net loss                                                             $ (371,011)     (437,791)
                                                                         ----------    ----------
    Adjustments to reconcile net loss to net cash used in
     operating activities:
          Depreciation and amortization                                      97,009       116,339
          Deferred rent                                                      21,013           116
          Changes in assets and liabilities affecting cash flows from
            operating activities:
               (Increase) decrease in:
                   Inventories                                               44,190      (210,294)
                   Prepaid expenses and other current assets                 79,986        72,703
                   Other assets                                             (20,718)       (6,801)
               Increase (decrease) in:
                   Accounts payable                                        (118,738)       78,981
                   Accrued liabilities                                      (78,101)      149,969
                                                                         ----------    ----------
                     Net cash used in operating activities                 (346,370)     (236,778)
                                                                         ----------    ----------
Cash flows from investing activities:
    Purchase of property and equipment                                      (81,802)     (158,118)
                                                                         ----------    ----------
                     Net cash used in investing activities                  (81,802)     (158,118)
                                                                         ----------    ----------
Cash flows from financing activities:
    Repayment of long-term obligations                                      (59,502)     (218,783)
    Dividends paid                                                          (30,000)      (30,000)
    Due to parent                                                           470,000        14,875
                                                                         ----------    ----------
                   Net cash provided by (used in) financing activities      380,498      (233,908)
                                                                         ----------    ----------
                   Net decrease in cash and cash equivalents                (47,674)     (628,804)
Cash and cash equivalents, beginning of period                              615,665     1,080,694
                                                                         ----------    ----------
Cash and cash equivalents, end of period                                 $  567,991       451,890
                                                                         ==========    ==========
Supplemental disclosures of cash flow information:
    Cash paid during the period for interest                             $   28,705         9,707
                                                                         ==========    ==========
</TABLE>


See accompanying notes to condensed financial statements.


                                       6
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                     Notes to Condensed Financial Statements

                     October 2, 1999 and September 26, 1998
                                   (unaudited)


(1)  Basis of Financial Statement Presentation

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared in accordance with the  instructions to Form 10-Q and,  therefore,
     do  not  include  all  footnotes  and  information  necessary  for  a  fair
     presentation of financial position, results of operations and cash flows in
     conformity with generally accepted accounting  principles.  However, in the
     opinion of management, all adjustments (consisting only of normal recurring
     accruals) necessary for a fair presentation have been made.

     It  is  suggested  that  the  accompanying  unaudited  condensed  financial
     statements be read in conjunction  with the financial  statements and notes
     included in the Peaches  Entertainment  Corporation (the "Company")  annual
     report on Form 10-K for the year ended April 3, 1999.

     As of October 2, 1999, the Company was a 87.5  percent-owned  subsidiary of
     URT Industries, Inc. (the "Parent").

     The results of operations for the six months ended October 2, 1999, are not
     necessarily indicative of the operating results to be expected for the year
     ending April 1, 2000.  The Company's  business is seasonal in nature,  with
     the highest sales and earnings historically  occurring in the third quarter
     of its fiscal year, which includes the holiday selling season.

     Inventories,  which consist of compact discs,  tapes and  accessories,  are
     stated at the lower of cost (principally average) or market.

     Certain  reclassifications  have been made to the (unaudited) September 26,
     1998 quarterly financial information to conform to the presentation used in
     the (unaudited) October 2, 1999 financial information.

(2)  Earnings Per Share

     Basic and diluted  loss per share have been  computed by dividing net loss,
     less  preferred   dividends  by  the  weighted  average  number  of  shares
     outstanding during the period.

     Basic and diluted loss per share were calculated as follows:

                                                 Six months          Six months
                                                   Ended               Ended
                                                  October 2,       September 26,
                                                    1999                1998
                                                 -------------      -----------
Basic and diluted:
     Net loss less preferred dividends           $    (401,011)        (467,791)
                                                 =============      ===========

     Weighted average shares                        39,781,170       39,781,170
                                                 =============      ===========

Basic and diluted loss per share                          (.01)            (.01)
                                                 =============      ===========


                                       7
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                     Notes to Condensed Financial Statements

                     October 2, 1999 and September 26, 1998
                                   (unaudited)


(3)  Income Taxes

     The Company follows Statement of Financial Accounting Standard ("SFAS") No.
     109,  Accounting  for Income Taxes.  The Company files a  consolidated  tax
     return with its Parent.  Any applicable tax charge or credits are allocated
     on a separate return basis. For the six month period ended October 2, 1999,
     there was no (benefit) provision for income taxes as the Company has excess
     net operating loss carryforwards for federal income tax purposes.



                                       8
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION


Item 2.   Management's  Discussions  and  Analysis  of Financial  Condition  and
          Results  of  Operations  for the Three  Months  and Six  Months  Ended
          October 2, 1999, Compared to the Six Months ended September 26, 1998.

From  time to  time,  the  Company  may make  certain  statements  that  contain
"forward-looking"  information (as defined in the Private Securities  Litigation
Reform  Act  of  1995).  Words  such  as  "believe,"  "anticipate,"  "estimate,"
"project" and similar expressions are intended to identify such  forward-looking
statements.  Forward-looking  statements may be made by management  orally or in
writing,  including,  but not  limited  to, in press  releases,  as part of this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  and as a part of  other  sections  of this  Annual  Report  or other
filings.   Readers  are  cautioned   not  to  place  undue   reliance  on  these
forward-looking  statements,  which speak only as of their respective dates, and
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or  uncertainties  materialize,  or should any of the  underlying
assumptions prove incorrect, actual results of current and future operations may
vary materially from those anticipated, estimated or projected.

                              RESULTS OF OPERATIONS

Sales. The Company's net sales decreased during the second quarter ended October
2,  1999 of the  Company's  fiscal  year  ended  April 1,  2000 by 12.7  percent
compared  to the second  quarter  of fiscal  1999.  A 5.6  percent  decrease  is
primarily  attributable to the fact that the Company  operated one less store as
well as a 7.1 percent  comparable store decline.  Sales for the twenty-six weeks
ended  October 2, 1999 were down by 9.1 percent  which is  primarily  due to the
fact that comparable  sales for the twenty-six  weeks ended October 2, 1999 were
down  5.7  percent  and a 3.4  percent  decrease  attributable  to  the  Company
operating one less store.

Cost of  Sales.  The  Company's  cost of  sales  as a  percentage  of net  sales
decreased  from 59.5  percent  in the  previous  year's  second  quarter to 57.1
percent  for the second  quarter  ended  October  2, 1999,  as well as from 59.7
percent in the  previous  year's first  twenty-six  weeks to 58.4 percent in the
current year's  twenty-six weeks ended October 2, 1999. The decreases in cost of
sales as a  percentage  of sales are  primarily  attributable  to  increases  in
certain retail prices.

Selling, General and Administrative.  Selling, general and administrative (SG&A)
expenses,  including  depreciation,  in the second  quarter of 2000  fiscal year
decreased  by 5.5 percent  compared to the second  quarter of 1999 fiscal  year.
SG&A expenses,  including  depreciation  for the first six months of 2000 fiscal
year  decreased  by 6.1 percent  compared to the first six months of 1999 fiscal
year.  The  above  decreases  are  primarily  attributable  to the fact that the
Company  operated  one less store in the first six months of fiscal  2000.  SG&A
expenses as a percentage  of net sales  increased to 48.8 percent for the second
quarter  ended October 2, 1999 compared to 45.1 percent in the prior year second
quarter and SG&A expenses as a percentage of net sales increased from 45 percent
in the first six months of fiscal  1999 to 46.5  percent in the first six months
of fiscal 2000.

Net Loss.  The Company  incurred a net loss of  approximately  $219,000  for the
second  quarter ended  October 2, 1999  compared to a net loss of  approximately
$216,000 for the second  quarter ended  September 26, 1998. The net loss for the
twenty-six weeks ended October 2, 1999 was approximately  $371,000 compared to a
net loss of approximately  $438,000 for the twenty-six weeks ended September 26,
1998.  The decrease in net loss is primarily  attributable  to the fact that the
twenty-six weeks ended September 26, 1998 included costs associated with opening
of one new store. The reduction in net loss is also  attributable to an increase
in gross profit percentage,  a decrease in interest expense offset by a decrease
in comparable store sales.


                                       9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Liquidity  and  Capital  Resources.  Cash  generated  from  operations  and cash
equivalents   are  the  Company's   primary  source  of  liquidity.   Management
anticipates  that the cash generated from  operations,  cash equivalents on hand
and financing will provide  sufficient  liquidity to maintain  adequate  working
capital for operations. Management anticipates that it would use funds generated
from  operations  as well as  possible  financing,  for the  opening  of any new
stores,  which  it may  plan to open  this  fiscal  year.  For a  discussion  of
uncertainties affecting the Company's liquidity and capital resources,  see note
3 to the financial statements on form 10-K for the year ended April 3, 1999.

Long-Term Obligations. At October 2, 1999, the Company had long-term obligations
of  $443,042.  Management  anticipates  that its ability to repay its  long-term
obligations  will be  satisfied  primarily  through  funds  generated  from  its
operations.

OTHER MATTERS

Impact of  Inflation.  Although  the Company  cannot  accurately  determine  the
precise  effect of  inflation  on its  operations,  management  does not believe
inflation  has had a material  effect on the results of  operations  in the last
three  fiscal  years.  When the cost of  merchandise  items has  increased,  the
Company has been able to pass the increase on to its customers.

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

Year 2000  Compliance.  The Year 2000 Issue is the result of  computer  programs
being written using two digits rather than four to define the  applicable  year.
Any of the Company's  computer  programs that have  data-sensitive  software may
recognize a date using "00" as year 1900  rather than the year 2000.  This could
result in a system failure or miscalculations causing disruptions of operations.
The Company has assessed that it is required to upgrade portions of its software
which was  originally  purchased  from  outside  vendors,  so that its  computer
systems will properly  utilize dates beyond  December 31, 1999.  The Company has
purchased its upgraded software and testing and  implementation was completed in
November  1999.  The cost of the  upgrade  of the  Company's  was  approximately
$20,000. The cost of the new hardware was approximately  $40,000.  Additionally,
the   Company   is   dependent   on  basic   public   infrastructure,   such  as
telecommunications  and utilities,  in order to function  normally.  Significant
long-term  interruptions of this infrastructure  could have an adverse effect on
the operations of the Company. Additionally, the Company must rely on assurances
from suppliers and vendors that their information  systems and key services will
be Year 2000 compliant,  and the Company currently has no practical alternatives
if these major suppliers experience problems. Therefore, even if the Company, in
a timely manner,  successfully  implements the necessary changes to its computer
systems,  some  problems may not be  identified  or corrected in time to prevent
material  adverse  consequences or business  interruptions  to the Company,  and
there can be no  absolute  assurance  that there will not be a material  adverse
effect on the Company's operations, liquidity or financial condition as a result
of the Year 2000 issue.



                                       10
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                                OTHER INFORMATION


PART II

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.0 Financial Data Schedule

     (b)  Reports on Form 8-K

          None

                                       11
<PAGE>

                        PEACHES ENTERTAINMENT CORPORATION

                                   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.


                                  PEACHES ENTERTAINMENT CORPORATION
                                  Registrant


Date:  ____________________       --------------------------------------------
                                  Allan Wolk, Chairman of the Board, President
                                  (Principal Executive Officer)




Date:  ____________________       ---------------------------------------------
                                  Jason Wolk, Executive Vice President,
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)



                                       12