HART INDUSTRIES INC
SC 13D, 1996-06-11
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934



                              Hart Industries Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)



                           $.01 Par Value Common Stock
- -------------------------------------------------------------------------------
                          (Title of Class of Security)



                                    416087302
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

         Fred G. Luke, 2 Park Plaza, Suite 470, Irvine, California 92714
- -------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)



                                 August 22, 1994
- -------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing because
of Rule 13d-1(b)(3) or (4), check the following box:

     [   ].



Check the following box if a fee is being paid with the statement:  [ x ]

                                                           [HART\13D:FGL166.13D]

                                        1

<PAGE>



CUSIP NO.:     N/A


1)   Name of  Reporting  Person/S.S.N.  or  I.R.S.  Identification  No. of above
     person:

     Fred G. Luke S.S.N. No.:  ###-##-####

2)   Check the appropriate row if a member of a group: (a) [ ] (b) [ ]

     N/A  


3)   SEC Use Only:

     --------------------------------------------------------------------------

4)   Source of Funds:

     WC   

5)   Check if Disclosure of Legal  Proceedings is Required Pursuant to Item 2(d)
     or 2(e):

     [    ]

6)   Citizenship or Place of Organization:

     United States

     NUMBER OF SHARES         7)  Sole Voting Power:        166,666 shares
     BENEFICIALLY OWNED BY
     EACH REPORTING PERSON    8)  Shared Voting Power:      N/A
     WITH
                              9)  Sole Dispositive Power:   166,666 shares
     
                             10)  Shared Dispositive Power: N/A

11)  Aggregate  amount  beneficially  owned by each  reporting  person:

     16,666 shares

12)  Check box if the aggregate amount in Row (11) excludes certain shares:

     [    ]

13)  Percent of class represented by amount in Row (11):

     9.6% 

14)  Type of reporting person:

     Individual

                                                           [HART\13D:FGL166.13D]

                                        2

<PAGE>



Item 1.   SECURITY AND ISSUER:

          The title of the class of equity  securities  to which this  statement
relates is $.01 par value Common Stock and the name and address of the principal
offices of the Issuer of such securities is Hart Industries, Inc., 2 Park Plaza,
Suite 470, Irvine, California 92714.

Item 2.   IDENTITY AND BACKGROUND:

          (a)  The Reporting Person is an individual.

          (b)  The Reporting Person is a resident of the United States.

          (c)  The  principal  business  of the  Reporting  Person  is  that  of
               corporate management.

          (d)  The executive office of the Reporting Person is:

                           2 Park Plaza, Suite 470
                           Irvine, California  92714

          (e)  During  the  last 5 years  the  Reporting  Person  has  not  been
               convicted of any criminal offense.

          (f)  During the last 5 years the  Reporting  Person has not been party
               to a legal  preceding  of a judicial  or  administrative  body of
               competent jurisdiction and as a result of such proceedings was or
               is subjected to federal or state  securities  laws or finding any
               violation with respect to such laws.

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:

          The Reporting Person acquired the subject shares for services rendered
to the Issuer.

Item 4.   PURPOSE OF TRANSACTION:

          The  purpose  of the  acquisition  of the  subject  securities  by the
Reporting Person was to compensate the Reporting Person for services rendered.

          The plans or proposals which the Reporting Person has which relates to
or results in:

          (a)  The  acquisition  by any person of  additional  securities of the
               Issuer, or disposition of securities of the Issuer:

               None.

          (b)  An  extraordinary  corporate  transaction,   such  as  a  merger,
               reorganization or liquidation, involving the Issuer or any of its
               subsidiaries:

               None.

                                                           [HART\13D:FGL166.13D]

                                        3

<PAGE>



          (c)  A sale or transfer  of a material  amount of assets of the Issuer
               or any of its subsidiaries:

               None.

          (d)  Any change in the present board of directors or management of the
               Issuer,  including any plans or proposals to change the number or
               term of directors or to fill any existing vacancies on the board:

               None.

          (e)  Any  material  change in the present  capitalization  or dividend
               policy of the Issuer:

               None.

          (f)  Any other  material  change in  Issuer's  business  or  corporate
               structure:

               None.

          (g)  Changes  in  the   Issuer's   charter,   bylaws  or   instruments
               corresponding  thereto,  or other  actions  which may  impede the
               acquisition of control of the Issuer by any person:

               None.

          (h)  Causing a class of securities of the Issuer to be delisted from a
               national  securities  exchange or to cease to be authorized to be
               quoted  in  an  inter-dealer  quotation  system  of a  registered
               securities association:

               None.

          (i)  A class of equity  securities of the Issuer becoming eligible for
               termination of registration  pursuant to Section  12(g)(4) of the
               Act:

               None.

          (j)  Any action similar to any of those enumerated above:

               None.

Item 5.   INTEREST IN SECURITIES OF THE ISSUER:

          (a)  166,666 shares of $.01 par value Common Stock,  representing 9.6%
               of such class.


                                                           [HART\13D:FGL166.13D]
                                                         4

<PAGE>



          (b)  (i) The  Reporting  Person has the sole power to vote the 166,666
                   shares of $.01 par value Common Stock.

               (ii) The Reporting Person has no shared voting power.

               (iii)The Reporting Person has sole power to dispose or direct the
                    sale of the 166,666 shares of $.01 par value Common Stock.

               (iv) The Reporting Person has no shared dispositive power.

          (c)  There were no transactions in the class of securities reported on
               that were effected during the last sixty days.

          (d)  No other  person  has the right to receive or the power to direct
               the receipt of dividends  from,  or the proceeds from the sale of
               such securities.

          (e)  N/A.

Item 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
          TO SECURITIES OF THE ISSUER:

          Reporting Person is the President of the Issuer.

Item 7.   MATERIAL TO BE FILED AS EXHIBITS:

          None.

          After  reasonable  inquiry  and  to  the  best  of  the  undersigned's
knowledge and belief,  the undersigned  certifies that the information set forth
in this statement is true, complete and correct.

                                        SIGNATURE



Dated: May 17, 1996                     /s/  Fred G. Luke
                                        ---------------------------------------
                                             Fred G. Luke

                                                           [HART\13D:FGL166.13D]

                                        5



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