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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 406,776
<BONDS> 0
0
0
<COMMON> 17,310
<OTHER-SE> (424,086)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (116,032)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (116,032)
<INCOME-TAX> 0
<INCOME-CONTINUING> (116,032)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (116,032)
<EPS-PRIMARY> (.067)
<EPS-DILUTED> 0
</TABLE>
