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 March 31, 1997 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
(IRS Employer ID Number)
4695 MacArthur Court, Suite 530, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 475-6745
(Registrant's telephone number, including area code)
2 Park Plaza, Suite 470, Irvine, California
(Former Address, if changed since last report)
92614
(Former Zip Code, if changed since last report)
(714) 833-5380
(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, 1997, there were 1,730,960 shares of the Registrant's
$.01 par value common stock issued and outstanding.
[HART\10Q:HRT33197]-4
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HART INDUSTRIES, INC.
INDEX
Page
PART I
Item 1. Financial Statements
Balance Sheets - March 31, 1997 (unaudited) .....................1
Statements of Operations - Three Months Ended
March 31, 1997 and 1996 (unaudited)............................2
Statements of Cash Flows - Three Months Ended March 31, 1997
(unaudited) and March 31, 1996 (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:HRT33197]-4
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<TABLE>
<CAPTION>
HART INDUSTRIES, INC.
Balance Sheet
As of March 31, 1997 (Unaudited)
March 31,
1997
(Unaudited)
---------------------
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 520
---------------------
Total Current Assets 520
---------------------
TOTAL ASSETS $ 520
=====================
Current Liabilities:
Accounts payable and accrued expenses $ 75,965
Due to affiliates 270,384
---------------------
Total Current Liabilities 346,349
Stockholders' Deficiency:
Common stock - par value $.01; authorized 50,000,000 shares;
1,730,960 shares issued and outstanding, as of March 31, 1997 17,310
Additional paid-in capital 5,252,948
Accumulated deficit (5,616,087)
----------------------
Total Stockholders' Deficiency (345,829)
----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 520
======================
</TABLE>
See accompanying notes to these financial statements
[HART\10Q:HRT33197]-4
1
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<TABLE>
<CAPTION>
HART INDUSTRIES, INC.
Statements of Operations
For the Three Months Ended
March 31, 1997 and 1996 (Unaudited)
For the Three Months Ended
March 31,
----------------------- ------------------------
1997 1996
----------------------- ------------------------
(Unaudited) (Unaudited)
----------------------- ------------------------
<S> <C> <C>
Costs and expenses:
General and administrative $ 54,144 $ 58,584
----------------------- ------------------------
Totals 54,144 58,584
----------------------- ------------------------
Net loss $ (54,144) $ (58,584)
======================= =========================
Net loss applicable to
common stock $ (54,144) $ (58,584)
======================= =========================
Net loss per common share $ (.031) $ (.034)
======================= =========================
Weighted average common
shares outstanding 1,730,960 1,730,960
======================= ========================
</TABLE>
See accompanying notes to these financial statements
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<TABLE>
<CAPTION>
HART INDUSTRIES, INC.
Statements of Cash Flows
For the Three Months Ended March 31, 1997 and 1996(Unaudited)
Three Months Ended March 31,
1997 1996
------------------------ ---------------------
(Unaudited) (Unaudited)
------------------------ ---------------------
<S> <C> <C>
Operating activities:
Net income (loss) $ (54,144) $ (58,584)
Adjustments to reconcile net income (loss) to net
cash provided (used) in operating activities:
Increase (decrease) from changes in:
Accounts payable and accrued expenses 8,087 7,447
Due to affiliate 46,335 51,123
------------------------ ---------------------
Net cash provided (used) in operating activities 278 (14)
------------------------ ---------------------
Net increase (decrease) in cash and cash equivalents 278 (14)
Cash and cash equivalents, beginning of period 242 41
------------------------ ---------------------
Cash and cash equivalents, end of period $ 520 $ 27
======================== =====================
</TABLE>
See accompanying notes to these financial statements
[HART\10Q:HRT33197]-4
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HART INDUSTRIES, INC.
Notes to Financial Statements
March 31, 1997
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, 1997 and for the three month period 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, 1996. The results of operations for the periods ended
March 31, 1997 and 1996 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 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.
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.
[HART\10Q:HRT33197]-4
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HART INDUSTRIES, INC.
Notes to Financial Statements
March 31, 1997
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 1996 financial statements have
been reclassified, where appropriate, to conform with the financial
statement presentation used in fiscal 1997.
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:HRT33197]-4
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<PAGE>
HART INDUSTRIES, INC.
Notes to Financial Statements
March 31, 1997
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Three Months Ended March 31, 1997 Compared to Three Months Ended
March 31, 1996
There were no operations during the three months ended March 31,
1997. As a result there were no operating revenues or cost of revenues
recorded during the three months ended March 31, 1997.
The Registrant's general and administrative expenses were $54,144
for the three months ended March 31, 1997, as compared to $58,584 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.
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 $520 and $242 as of March 31, 1997, and
December 31, 1996, respectively, and negative working capital of
$345,829 and $291,685 as of March 31, 1997, and December 31, 1996,
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 1997. 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 has limited cash and cash equivalents
remaining as of March 31, 1997, 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 1997. Such conditions raise substantial
doubt about the Registrant's ability to continue as a going concern.
[HART\10Q:HRT33197]-4
6
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HART INDUSTRIES, INC.
Notes to Financial Statements
March 31, 1997
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:HRT33197]-4
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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:HRT33197]-4
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 520
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 520
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 520
<CURRENT-LIABILITIES> 346,349
<BONDS> 0
0
0
<COMMON> 17310
<OTHER-SE> (363,139)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 54,144
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (54,144)
<INCOME-TAX> 0
<INCOME-CONTINUING> (54,144)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (54,144)
<EPS-PRIMARY> (.031)
<EPS-DILUTED> 0
</TABLE>
