U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934.

     For the quarterly period ended August 31, 1996.

[ ]  Transition  report  pursuant  to Section 13 or 15 (d) of the  Securities
     Exchange Act of 1934.

                       For the transition period from To 

                         Commission File Number: 0-8880

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

New York                                        11-2196303
(State of jurisdiction of                     (I.R.S. Identification No.)
Employerincorporation or organization)                    


                      108 Main St. Stamford, NY, 12167-1137
                    (Address of principal executive offices)

                                  212-425-3158
              (Registrant's telephone number, including area code)


Former name, former address and former fiscal year, 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  Exchange  Act of 1934 during
the  preceding 12 months (or for such  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   X     No

        The Company had  38,484,549 shares of common stock outstanding

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

        Item 1. Financial Statements

     The condensed  financial  statements  for the periods ended August 31, 1996
included  herein have been prepared by Maritime  Transport &  Technology,  Inc.,
(the  "Company")  without  audit,  pursuant to the rules and  regulations of the
Securities  and  Exchange  Commission  (the  Commission").  In  the  opinion  of
management,  the statements include all adjustments  necessary to present fairly
the financial  position of the Company as of August 31, 1996, and the results of
operations  and cash flows for the three month periods ended August 31, 1995 and
1996.

     The  Company's  results  of  operations  during  the  three  months  of the
Company's  fiscal  year are not  necessarily  indicative  of the  results  to be
expected for the full fiscal year.

     The  financial  statements  included  in  this  report  should  be  read in
conjunction  with the  financial  statements  and notes thereto in the Company's
Annual Report on Form 10-K for the fiscal years ended May 31, 1995 and 1996.

<PAGE>
<TABLE>
<CAPTION>

                               MARITIME TRANSPORT & TECHNOLOGY, INC.
                                   (A Development Stage Company)
                                           BALANCE SHEET
                                                                                       August 31,
                                                                          May 31,         1996
                                                                            1996       Unaudited
                                Assets
Current assets
<S>                                                                           <C>            <C>   
  Cash                                                                        $4,625         $1,663




Total assets                                                                  $4,625         $1,663
                        Liabilities and Stockholders' Equity
Current liabilities
  Accrued taxes                                                                 $775           $775


Capital stock
  Common stock-authorized 80,000,000 common shares, par value $.01
each, at May 31, 1996 and August 31, 1996 the shares outstanding was
38,484,549                                                                   384,845        384,845
  Additional paid in capital                                                     -0-            -0-
  Deficit accumulated during development stage                             (380,995)      (383,957)
Total stockholders' equity                                                    3,850            888 
Total liabilities and stockholders' equity                                   $4,625         $1,663 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                       MARITIME TRANSPORT & TECHNOLOGY, INC.
                                           (A Development Stage Company)
                                              STATEMENT OF OPERATIONS
                                                                                                  From the date of
                                                                 For the three    For the three    reorganization
                                For the year     For the year     months ended    months ended   (June 1, 1994) to
                                   ended            ended       August 31, 1995  August 31, 1996     August 31,
                                  May 31,           May 31,        Unaudited        Unaudited           1996
                                    1995             1996                                            Unaudited
<S>                                    <C>             <C>               <C>              <C>              <C>     
Income                                 $40,000         $127,100          $20,000          $6,500           $173,600
Less cost of goods sold                                -0-              -0-              -0-                      
                                           -0-                                                                  -0-
Gross profit                            40,000          127,100              -0-           6,500            173,600

Operations:
  General and administrative            38,000          124,475           19,331           9,462            171,937
  Depreciation and                    -0-               -0-               -0-             -0-              -0-     
amortization
  Total expense                         38,000          124,475           19,331           9,462            171,937

Net profit before Federal                2,000            2,625              669         (2,962)              1,663
Income taxes

Corporate  Income tax                      421             354               -0-             -0-               775 

Net Profit (Loss)                        1,579          $2,271             $669          (2,962)              $888 


Net income (loss)  per share             $0.00            $0.00            $0.00           $0.00              $0.00
Number of shares outstanding       38,484,549       38,484,549       38,484,549      38,484,549          38,484,549

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                                          (A Development Stage Company)
                                             STATEMENT OF CASH FLOWS
                                                                                                 For the period
                                                                                                      from
                                                               For the three    For the three    reorganization
                                For the year    For the year    months ended    months ended   (June 1, 1994) to
                                   ended           ended      August 31, 1995  August 31, 1996     August 31,
                                  May 31,          May 31,       Unaudited        Unaudited           1996
                                    1995            1996                                           Unaudited
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                                     <C>            <C>                <C>         <C>                    <C> 
  Net loss                              $1,579         $2,271             $669        $(2,962)               $888
  Depreciation                             -0-            -0-            -0-               -0-                -0-
Adjustments
  Accrued expenses                        421            354                                                 775 
  TOTAL CASH FLOWS FROM                  2,000          2,625              669         (2,962)              1,663
OPERATIONS

NET INCREASE (DECREASE) IN               2,000          2,625              669           2,962              1,663
CASH
CASH BALANCE BEGINNING OF              -0-              2,000            2,000          4,625             -0-    
PERIOD
CASH BALANCE END OF PERIOD             $2,000          $4,625          $2,669           $1,663             $1,663

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                 MARITIME TRANSPORT & TECHNOLOGY, INC.
                                     (A Development Stage Company)
                                    STATEMENT OF STOCKHOLDERS EQUITY
                                                         Additional         Accumulated
                     Common Stock        Common            paid in        deficit during
                                          Stock            capital       development stage     Total 
<S>    <C>               <C>                  <C>                  <C>           <C>                <C> 
June   1, 1994           38,484,549           384,845              $-0-          $(384,845)         $-0-
May 31, 1995             Net profit                                                  1,579        1,579 
                                     
May 31, 1995             38,484,549          $384,845              $-0-          $(383,266)       $1,579

May 31, 1996             Net profit                                                  2,271        2,271 
May 31, 1996             38,484,549          $384,845              $-0-          $(380,995)       $3,850

Unaudited
August 31, 1996       Net profit                                                    (2,962)      (2,962)
August 31, 1996         38,484,549           384,845              $-0-           $(383,957)        $888 


</TABLE>

<PAGE>
1. BASIS OF PRESENTATION

     The accompanying  unaudited  financial  statements of Maritime  Transport &
Technology,  Inc. (the  "Company"),  reflect all  adjustments  which are, in the
opinion of  management,  necessary  to a fair  statement  of the  results of the
interim  periods  presented.  All such  adjustments  are of a  normal  recurring
nature. The financial statements should be read in conjunction with the notes to
financial  statements contained in the Company's Annual Report on Form 10KSB for
the year ended August 31, 1996.

2. NET INCOME PER SHARE

     Primary  earnings  per share  are  based on the  total  number of shares of
common stock  outstanding  on August 31, 1996. On that date, the total number of
shares of common stock outstanding was 38,484,549.

3. ACCOUNTING FOR INCOME TAXES

     The Company  follows  Statement of Financial  Accounting  Standards  (SFAS)
No.109,  "Accounting  for Income  Taxes," which  requires an asset and liability
approach of accounting for income taxes. Deferred tax assets and liabilities are
computed  annually for  differences  between  financial  statement basis and tax
basis  of  assets,   liabilities  and  available  general  business  tax  credit
carry-forwards.  A valuation  allowance is established  when necessary to reduce
deferred tax assets to the amount expected to be realized.

4. MARKETABLE SECURITIES

     The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115,  "Accounting  for Certain  Investments in Debt and Equity  Securities",
which  requires  that  investments  in  equity   securities  that  have  readily
determinable  fair values and  investments  in debt  securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's  investment  strategy,
the Company's investments have been classified as available-for-sale. Management
determines  the  appropriate  classification  of debt  securities at the time of
purchase and reevaluates such designation as of each balance sheet date.

     Securities classified as  available-for-sale  are carried at estimated fair
value, as determined by quoted market prices,  with unrealized gains and losses,
net of tax, reported in a separate component of stockholders'  equity. At August
31, 1996 the  Company  had no  investments  that were  classified  as trading or
held-to-maturity as defined by the Statement.

NOTE 5. COMMITMENTS AND CONTINGENCIES

     At  August  31,   1996,   the  Company  has  no  pending   commitments   or
contingencies.
 

     The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at August 31, 1996:

<TABLE>
<CAPTION>
                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
<S>                                 <C>                                                          <C>   
Cash                                $1,663                                                       $1,663
Total cash and
  cash equivalents                  $1,663                                                       $1,663
 
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                for the three months ended August 31, 1995 and 1996
                ----------------------------------------------------


     Except for the description of historical facts contained herein,  this Form
10Q-SB  contains  certain  forward  looking  statements  that involve  risks and
uncertainties as detailed herein and from time to time in the Company's  filings
with the Securities and Exchange  Commission and elsewhere.  Such statements are
based on  management's  current  expectations  and are  subject  to a number  of
factors and uncertainties  which could cause actual results to differ materially
from those described in the forward-looking  statements.  These factors include,
among others, the Company's  fluctuations in sales and operating results,  risks
associated  with  international  operations  and  regulatory,   competitive  and
contractual risks and product development.
 
     Results  of  operations  for the three  months  ended  August  31,  1996 as
compared to the three months ended August 31, 1995


     Revenues  were $6,500 for the nine months ended August 31, 1996 as compared
to $20,000 for the three months  ended August 31, 1995.  Costs of goods sold for
the three months ended August 31, 1996,  were $0 as compared to $0 for the three
months ended August 31, 1995  representing a cost of goods sold percentage of 0%
for the three  months  ended  August 31,  1996 as  compared  to 0% for the three
months ended August 31, 1995. The cost of goods sold percentage during the first
quarter of fiscal 1996  remains  approximately  consistent  with the  percentage
during the first quarter of fiscal 1995.

     General and administrative costs for the three months ended August 31, 1996
were $9,462, an decrease of $9,869 over expenses of $19,331 for the three months
ended August 31, 1995.

     Liquidity  and capital  resources  as of the end of the three  months ended
August 31, 1996.

     The  Company's  cash balance was $1,663 and working  capital was $888 as at
August 31, 1996.

     The Company's  primary  short-term needs for capital,  which are subject to
change, are for its continued existence and to find a new business purpose.

     Income tax: As of August 31, 1996, the Company has a tax loss carry-forward
of $382,597.  The Company's ability to utilize its tax credit  carry-forwards in
future years will be subject to an annual limitation  pursuant to the "Change in
Ownership  Rules"  under  Section 382 of the Internal  Revenue Code of 1986,  as
amended.  However,  any annual  limitation  is not  expected  to have a material
adverse   effect  on  the   Company's   ability  to   utilize   its  tax  credit
carry-forwards.
 
     The Company  believes that its available cash and cash from  operations and
the  willingness  of managment to provide for the cash needs of the Company will
be  sufficient  to satisfy  its  funding  needs for at least the next 12 months.
Thereafter,  if cash generated from  operations is  insufficient  to satisfy the
Company's working capital and capital expenditure requirements,  the Company may
be required to sell additional  equity or debt  securities or obtain  additional
credit facilities.  There can be no assurance that such financing,  if required,
will be available on satisfactory terms, if at all.


<PAGE>
PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings.
No legal proceedings are pending against the Company.

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.


<PAGE>



                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant  caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


MARITIME TRANSPORT & TECHNOLOGY, INC.


/s/ George Bergleitner
Mr. George Bergleitner,
President


Dated:   May 2, 1998








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