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 July 3, 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 Incorporation or      (I.R.S. Employer I.D. No.)
   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 September 22, 1999, there were outstanding:

39,781,270 shares of common stock


<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                                      Index
<TABLE>
<CAPTION>


<S>                                                                                        <C>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Balance Sheets - July 3, 1999 (Unaudited),
          April 3, 1999 and June 27, 1998 (unaudited)                                       3

        Condensed Statements of Operations and Retained Deficit - Three Months Ended
          July 3, 1999 and June 27, 1998 (Unaudited)                                        4

        Condensed Statements of Cash Flows - Three Months Ended July 3, 1999 and June
          27, 1998 (Unaudited)                                                              5

        Notes to Condensed Financial Statements                                             6

Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                             8

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K 10

SIGNATURES                                                                                 11
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                        PEACHES ENTERTAINMENT CORPORATION

                            Condensed Balance Sheets

                  July 3, 1999, April 3, 1999 and June 27, 1998


<TABLE>
<CAPTION>
                             Assets                                        July 3,            April 3,          June 27,
                                                                            1999               1999               1998
                                                                         -----------        -----------        -----------
                                                                         (unaudited)                           (unaudited)
<S>                                                                      <C>                 <C>                <C>
Current assets:
    Cash and cash equivalents                                            $   676,593            615,665            607,096
    Inventories                                                            2,216,269          2,309,600          2,535,148
    Prepaid expenses and other current assets                                162,595            247,122            205,753
                                                                         -----------        -----------        -----------

           Total current assets                                            3,055,457          3,172,387          3,347,997

Property and equipment, net                                                1,248,717          1,235,570          1,431,922
Other assets                                                                 198,145            174,991            186,031
                                                                         -----------        -----------        -----------

                                                                         $ 4,502,319          4,582,948          4,965,950
                                                                         ===========        ===========        ===========

              Liabilities and Shareholders' Equity

Current liabilities:
    Current portion of long-term obligations                             $    91,872            108,280            652,665
    Current portion of due to Parent                                         290,185             15,185               --
    Accounts payable                                                       2,067,581          2,240,109          2,058,160
    Accrued liabilities                                                      678,232            680,193            729,775
                                                                         -----------        -----------        -----------

           Total current liabilities                                       3,127,870          3,043,767          3,440,600

Long-term obligations                                                        456,496            469,759            548,457
Due to parent                                                                 45,555             45,555            389,594
Deferred rent                                                                 79,044             63,030             63,988
                                                                         -----------        -----------        -----------

           Total liabilities                                               3,708,965          3,622,111          4,442,639

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;
      39,781,270 shares issued                                               397,813            397,813            397,813
    Additional paid-in capital                                             2,024,190          2,039,190          1,734,190
    Retained deficit                                                      (2,128,649)        (1,976,166)        (2,108,692)
                                                                         -----------        -----------        -----------

           Total shareholders' equity                                        793,354            960,837            523,311
                                                                         -----------        -----------        -----------

Commitments and contingencies
                                                                         $ 4,502,319          4,582,948          4,965,950
                                                                         ===========        ===========        ===========
</TABLE>


See accompanying notes to condensed financial statements.


                                       3
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

             Condensed Statements of Operations and Retained Deficit

                Three months ended July 3, 1999 and June 27, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     July 3,           June 27,
                                                                      1999              1998
                                                                  ------------       -----------
<S>                                                               <C>                  <C>
Net sales                                                         $ 3,658,139          3,869,760
                                                                  -----------        -----------

Costs and expenses:
    Cost of sales                                                   2,176,328          2,318,804
    Selling, general and administrative expenses                    1,575,976          1,682,525
    Depreciation and amortization                                      47,781             57,961
                                                                  -----------        -----------

                                                                    3,800,085          4,059,290

            Loss from operations                                     (141,946)          (189,530)
                                                                  -----------        -----------

Other (expense) income:
    Interest expense                                                  (14,507)           (37,254)
    Interest income                                                     3,970              4,672
                                                                  -----------        -----------

                                                                      (10,537)           (32,582)

            Net loss                                                 (152,483)          (222,112)

Retained deficit, beginning of period                              (1,976,166)        (1,886,580)
                                                                  -----------        -----------

Retained deficit, end of period                                    (2,128,649)        (2,108,692)
                                                                  ===========        ===========

Basic and diluted loss per common share                           $     (0.01)             (0.01)
                                                                  ===========        ===========
</TABLE>


See accompanying notes to condensed financial statements.


                                       4
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                       Condensed Statements of Cash Flows

                Three months ended July 3, 1999 and June 27, 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                        July 3,           June 27,
                                                                                         1999               1998
                                                                                      ----------         ----------
<S>                                                                                   <C>                 <C>
Cash flows from operating activities:
    Net loss                                                                          $ (152,483)          (222,112)
                                                                                      ----------         ----------
    Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation and amortization                                                   47,781             57,961
          Deferred rent                                                                   16,014              1,154
          Changes in assets and liabilities affecting cash flows from operating
            activities:
               (Increase) decrease in:
                   Inventories                                                            93,331           (101,715)
                   Prepaid expenses and other current assets                              84,527            102,666
                   Other assets                                                          (23,154)            (5,106)
               Increase (decrease) in:
                   Accounts payable                                                     (172,528)            43,486
                   Accrued liabilities                                                    (1,961)           (92,895)
                                                                                      ----------         ----------

                     Net cash used in operating activities                              (108,473)          (216,561)
                                                                                      ----------         ----------

Cash flows from investing activities:
    Purchase of property and equipment                                                   (60,928)          (140,151)
                                                                                      ----------         ----------

                     Net cash used in investing activities                               (60,928)          (140,151)
                                                                                      ----------         ----------

Cash flows from financing activities:
    Repayment of long-term obligations                                                   (29,671)          (109,324)
    Dividends paid                                                                       (15,000)           (15,000)
    Due to Parent                                                                        275,000              7,438
                                                                                      ----------         ----------

                     Net cash provided by (used in) financing activities                 230,329           (116,886)
                                                                                      ----------         ----------

                     Net increase (decrease) in cash and cash equivalents                 60,928           (473,598)

Cash and cash equivalents, beginning of year                                             615,665          1,080,694
                                                                                      ----------         ----------

Cash and cash equivalents, end of period                                              $  676,593            607,096
                                                                                      ==========         ==========

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                                              $   14,507             10,218
                                                                                      ==========         ==========
</TABLE>


See accompanying notes to condensed financial statements.


                                       5
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                     Notes to Condensed Financial Statements

                         July 3, 1999 and June 27, 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 July 3, 1999, the Company was a 87.5 percent-owned  subsidiary of URT
     Industries, Inc. (the "Parent").

     The results of operations  for the three months ended July 3, 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) June 27, 1998
     quarterly financial  information to conform to the presentation used in the
     (unaudited) July 3, 1999 financial information.

(2)  Earnings Per Share

     Basic and diluted  earnings (loss) per share have been computed by dividing
     net earnings  (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:

                                                  Three months      Three months
                                                     Ended             Ended
                                                     July 3,          June 27,
                                                      1999              1998
                                                  -------------     ------------

     Basic and diluted:
          Net loss less preferred dividends       $    (167,483)       (237,112)
                                                  =============     ===========

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

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


                                       6                             (Continued)
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION

                     Notes to Condensed Financial Statements

                         July 3, 1999 and June 27, 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 three month period ended July 3, 1999,
     there was no (benefit) provision for income taxes as the Company has excess
     net operating loss carryforwards for federal income tax purposes.


                                       7                             (Continued)
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION


Item 2.   Management's  Discussions  and  Analysis of  Financial  Condition  and
          Results  of  Operations  for the  Three  Months  Ended  July 3,  1999,
          Compared to the Three Months ended June 27, 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.  Net  sales  for the  three  months  ended  July  3,  1999  decreased  by
approximately 5.5 percent compared to the three months ended June 27, 1998. Such
decrease is primarily attributable to a 4.7 percent decrease in comparable store
sales.

Cost of Sales.  The cost of sales for the first  quarter of 2000 fiscal year was
lower than that of the first  quarter of 1999 fiscal year due  principally  to a
decrease in net sales.  Cost of sales as a percentage of net sales has decreased
from 59.9  percent in the first  quarter of 1999 fiscal year to 59.5  percent in
the first  quarter in 2000 fiscal year  primarily  due to an increase in certain
retail selling prices and increases in purchase discounts.

Selling, General and Administrative.  Selling, general and administrative (SG&A)
expenses,  including  depreciation,  in the first  quarter of 2000  fiscal  year
decreased by 6.7 percent compared to the first quarter of 1999 fiscal year. Such
decrease is  primarily  attributable  to the fact that the Company  operated one
less store in the first quarter of fiscal  2000..  SG&A expenses as a percentage
of net sales  decreased  from 45 percent in the first  quarter of fiscal 1999 to
44.4 percent in the first quarter of fiscal 2000.

Net Loss. The Company incurred a net loss of approximately $152,000 in the first
quarter of 2000 fiscal year versus a net loss of  approximately  $222,000 in the
first  quarter  of 1999  fiscal  year.  The  decrease  in net loss is  primarily
attributable  to the fact that the quarter  ended June 27, 1998  included  costs
associated  with the  opening  of one new store,  an  increase  in gross  profit
percentage,  a decrease in interest  expense  offset by a decrease in comparable
store sales.


                                       8                             (Continued)
<PAGE>


                        PEACHES ENTERTAINMENT CORPORATION


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 July 3, 1999, the Company had long-term obligations of
$456,496.  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 expects that testing and implementation will
be completed by October,  1999. The total anticipated cost of the upgrade of the
Company's software is approximately  $20,000.  However, there can be no absolute
assurance that the Company can successfully  implement the necessary upgrades to
its  computer  systems.  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.


                                       9                             (Continued)
<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

                    A Form 8-K dated  September  10,  1999 was filed on or about
               September  13, 1999 for the purpose of reporting on the status of
               this 10-Q filing.


                                       10                            (Continued)
<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:  10/14/99                     /s/ Allan Wolk
                                    --------------------------------------------
                                    Allan Wolk, Chairman of the Board, President
                                    (Principal Executive Officer)




Date:  10/14/99                     /s/ Jason Wolk
                                    --------------------------------------------
                                    Jason Wolk, Executive Vice President,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       11