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, 1998.

[ ]  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.)
incorporation or organization)


           1535 Memphis Junction Road, Bowling Green, Kentucky, 42101.
                    (Address of principal executive offices)

                                  (502) 781 - 8453
              (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  14,826,455  shares of common stock outstanding

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

        Item 1. Financial Statements

     The condensed  financial  statements  for the periods ended August 31, 1999
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, 1999, and the results of
operations  and cash flows for the three month periods ended August 31, 1998 and
1999.

     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, 1998 and 1999.



<PAGE>
<TABLE>
<CAPTION>



                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEET
                                                                                   August 31,
                                                                     May 31, 1999     1999
                                                                                    Unaudited
                               Assets
Current assets
<S>                                                                      <C>           <C>
  Cash and cash equivalents                                              $122,161      $140,492
  Accounts receivable                                                     397,467       482,778
  Prepaid expenses                                                          1,600         1,600
  Inventory                                                               508,017       525,257
  Federal corporate incomes tax receivable                                  8,925         7,344
                                                                            -----         -----
  Current assets                                                        1,038,170     1,157,471

Property and equipment-net                                                 35,702        38,239

Other assets
  Security deposits                                                           805           805
  Notes receivable                                                         30,490       41,137
                                                                           ------       ------
Total other assets                                                         68,540       41,942
                                                                           ------       ------
Total assets                                                          $1,105,167     $1,237,652
                                                                      ===========    ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses                                  $232,595      $275,807
  Customer deposits payable                                                70,123        65,574
  Bank Loans payable                                                        7,268         7,268
  Corporate taxes payable                                                  13,027         4,000
  Officer loan payable                                                    174,527       175,490
  Investor loans payable                                                 38,400 ~       57,000
                                                                         -------        ------
  Total current liabilities                                               535,940       584,139

Long term liabilities
  Bank loans payable - net of short term portion                            8,274        14,299
                                                                            -----        ------
Total liabilities                                                         544,214       599,438

Stockholders' equity
  Common Stock authorized  80,000,000  shares,  $0.01 Par value each. At May 31,
1999 and August 31, 1999, there are 14,787,955 and
14,826,455  shares outstanding respectively.                              147,881       148,265
Additional paid in capital                                                866,935       905,050
Retained earnings deficit                                               (453,863)     (415,101)
                                                                        -------       ---------
Total stockholders' equity                                                 560953      638,214
                                                                           ------      -------
Total liabilities and stockholders' equity                            $1,105,167     $1,237,652
                                                                      ===========    ==========




                See accompanying notes to financial statements.
                                       F1
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    Unaudited
                                                                        For the three    For the three
                                                                         months ended    months ended
                                                                          August 31,      August 31,
                                                                             1998            1999
<S>                                                                           <C>               <C>
Revenue                                                                       $357,611          $396,605

Costs of goods sold                                                            121,301           202,123
                                                                               -------           -------

Gross profit                                                                   236,310           194,482

Operations:
  General and administrative                                                   237,703           144,859
  Depreciation and  amortization                                                                  12,000
                                                                        ----------                ------
  Total expense                                                                237,703           156,859

Loss  from operations before corporate income taxes                            (1,393)            37,623


Other income and expenses
 Gain o sale of assets                                                          19,000
  Interest income                                                                   83             1,842
  Interest expenses                                                            (2,176)             (703)
                                                                               -------             ----
Total other Income                                                              16,907             1,139

Net income (loss)                                                             $15,513            $38,762
                                                                              ========           =======

Net income (loss)  per share -basic                                               $.00              $.00
                                                                                  ====              ====
Number of shares outstanding-basic                                         15,130,705         14,787,955
                                                                           ===========        ==========

                 See accompanying notes to financial statements.
                                       F2



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

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    Unaudited
                                                                           For the three   For the three
                                                                           months ended    months ended
                                                                          August 31, 1998 August 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>               <C>
  Net income (loss)                                                             $(99,860)         $38,762
  Non cash transactions
  Depreciation                                                                                     12,000
  Accounts receivable                                                           (127,907)        (85,311)
  Prepaid expenses                                                                (1,200)
  Inventory                                                                       (9,404)        (17,240)
  Federal Corporate income taxes receivable                                                         1,581
  Accounts payable and accrued expenses                                            84,612          43,212
  Customer deposits payable                                                        12,853         (4,549)
  Corporate taxes payable                                                        (24,960)
                                                                                 --------
TOTAL CASH FLOWS FROM OPERATIONS                                                (119,310)        (21,572)

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans payable-investors                                                         131,500
  Note payable- bank                                                              122,368
  Bank loans payable                                                                                6,025
  Officer loan payable                                                                                963
  Sale of common stock                                                                            38,500
                                                                             ------------         ------

TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                        253,868          39,463

CASH FLOWS FROM INVESTING ACTIVITIES
  Note receivable                                                                                (10,647)
  Purchase of fixed assets                                                       (39,682)        (14,537)
  Note receivable  affiliated party                                              (16,055)
  Note receivable non affiliated party                                            (4,423)
  Investor loans payable                                                                           18,600
                                                                           -----------             ------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                       (60,160)           (559)
NET INCREASE (DECREASE) IN CASH                                                    74,398          18,331
CASH BALANCE BEGINNING OF PERIOD                                                  70,681         122,161
                                                                                  -------        -------
CASH BALANCE END OF PERIOD                                                      $145,079        $140,492
                                                                                =========       ========
Non cash activities
Issuance of shares of common stock in consideration for consulting fees


                 See accompanying notes to financial statements
                                       F1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                                                                                 Retained
                                Common Stock    Common Stock    Additional       earnings
Date                                                          paid in capital     deficit        Total
----                                                          ---------------     -------        -----
<S>                                 <C>              <C>             <C>           <C>            <C>
Open balances June 1, 1998          15,130,705       $151,308        $494,508      $(386,425)     $259,391
Issuance of shares for                 100,000          1,000         199,000                      200,000
consulting fees
Sale of shares                         232,250          2,323         166,677                      169,000
Cancellation of shares               (675,000)        (6,750)           6,750                          -0-
Net loss                                                                             (67,438)     (67,438)
                                               ---------------                       --------     --------


Balances May 31, 1999               14,787,955       $147,881        $866,935       (453,863)     $560,953

Unaudited
Sale of shares                          38,500            385          38,115                       38,500
Net profit                                                                            38,762       38,762
                                               ---------------                        -------      ------


Balances August 31, 1999           14,826,455       $148,265        $905,050       $(415,101)    $638,214
                                   ===========      =========       =========      ==========    ========

                 See accompanying notes to financial statements
                                       F1


</TABLE>

<PAGE>

                     MARITIME TRANSPORT & TECHNOLOGY, INC.
                              NOTES TO FINANCIAL STATEMENTS
                       FOR THE THREE MONTHS ENDED AUGUST 31, 1999

1. BASIS OF PRESENTATION

     The accompanying  unaudited  financial  statements of Maritime  Transport &
Technology,  (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 10-Ksb for the year
ended May 31, 1999.

2. NET INCOME PER SHARE

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 128,  EARNINGS PER SHARE ("Statement No.
128").  Statement No. 128 applies to entities with publicly held common stock or
potential  common stock and is effective  for  financial  statements  issued for
periods ending after  December 15, 1997.  Statement No. 128 replaces APB Opinion
15, Earnings per Share ("EPS").  Statement No. 128 requires dual presentation of
basic  and  diluted   earnings  per  share  by  entities  with  complex  capital
structures.  Basic EPS  includes  no dilution  and is  computed by dividing  net
income by the total number of common shares outstanding for the period.  Diluted
EPS reflects the potential  dilution of securities  that could dilute the shares
in  computing  the  earnings  of the Company  such as common  stock which may be
issuable upon exercise of outstanding  common stock options or the conversion of
debt into common  stock.  Pursuant to the  requirements  of the  Securities  and
Exchange  Commission,  the calculation of the shares used in computing basic and
diluted EPS include the shares of common  stock  issued for the  acquisition  of
B.G. Banking Equipment, Inc. and Financial Building Equipment Exchange, Inc.

Shares used in calculating basic and diluted net income per share were as
follows:

<TABLE>
                                    For the three months   For the three months
                                       months ended          months ended
                                        August 31,             August 31,
                                           1998                  1999
                                       -------------       --------------
 <S>                                      <C>                   <C>
 Total number common
shares outstanding                       15,130,705                     14,787,955

</TABLE>


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. Private Placements


     Prior to the Company's  reverse  acquisition of B.G. Banking and FBEE, B.G.
Banking  offered and  received  subscriptions  for 126,500  shares of its common
stock at $1.00 per share.  Subsequent to the date of the Company's  acquisition,
the  purchasers  of shares of comon  stock were  offered and  received  sharesof
common stock in the Company at a ratio of 1 share of B.G.  Banking to 1.5 shares
of the Company's  common stock.  The Company has issued 189,750 shares of common
stock in  satisfaction  of the  subscription  agreements at a value of $0.67 per
share.

     Two of the Company's  directors,  Andrew Seim and Alexander Brosda,  acting
and individually and acting as principals of Taurus  Investments  International,
Inc. ( a Bermuda corporation)  (together "Taurus"),  acting as Directors of B.G.
Banking  prior  to  its  acquisition  by  the  Company  and  subsequent  to  the
acquisition  becoming  Directors of the  Company,  offered and sold on behalf of
B.G. Banking what Taurus has admitted to being an aggregate of 304,500 shares of
common stock of B.G. Banking for an aggregate consideration of $304,500.  Taurus
has remitted to B.G.  Banking and the Company a net proceeds of $109,673.05  and
claims the  difference of $194,826 be retained by Taurus as payment for expenses
and commissions.  Taurus has refused to disclose the names and numbers of shares
of common  stock and refused to remit to the Company the  proceeds of the shares
sold.

     The  Company  intends to enter into a lawsuit  with  Taurus  demanding  the
balance of $194,826 that was improperly  withheld be remitted to the Company and
that Taurus disclose the names of the persons and the number of shares of common
stock sold to these  individuals.  As of May 31, 1999, Taurus has failed to turn
over the balance of money,  provide the names of the stock  subscribers  and the
number of shares of common purchased.

     Based upon the  accounting  provided by Taurus to the Company,  the Company
may be liable for the  issuance of up to 329,500  shares of common  stock if and
when Taurus  substantiates  their  representation  as to the number of shares of
common stock sold and the aggregate consideration.

     The  Company  may also be forced to defend  itself  against  actions  to be
brought by unknown  subscribers to shares of common stock of B.G.  Banking whose
purchase price has never been disclosed or delivered to the Company. The Company
is aware of one alleged  purchaser who claims to have delivered  funds to Taurus
and whose funds where apparently not turned over to the Company.  In the opinion
of  management,  the Company has no liability to such  purchasers and intends to
vigorously defend and such actions, if and when brought.

     Subsequent  to the  date  of the  financial  statements,  the  Company  has
received approximately $42,000 from Taurus relating to the purchase of shares by
an  unknown  investor.  The  Company is  holding  this  money in escrow  pending
disposition.

     As of August 31, 1999, the Company has sold an additional  15,000 shares of
common stock for an aggregate consideration of $15,000.

     As of August 31, 1999,  the Company has reserved  329,500  shares of common
stock  pending  possible  issuance  of shares  in  satisfaction  of  outstanding
subscription agreements.

         c. Private Placement

          The Company is offering  2,000,000 shares of common stock at $1.00 per
     share on a "best efforts basis".

          As of May 31, 1999, the Company sold 42,500 shares of common stock for
     an aggregate consideration of $42,500.

          As of August 31,  1999,  the  Company  has sold an  additional  15,000
     shares of common stock for an aggregate consideration of $15,000.

          The Company has reserved  1,942,500 shares of common stock pending the
     completion of the private placement









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, 1997 and 1998
                ------------------------------------------------


THE MATTERS DISCUSSED IN THIS MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION  AND RESULTS OF OPERATIONS  CONTAIN  FORWARD-LOOKING  STATEMENTS  THAT
INVOLVE  RISKS AND  UNCERTAINTIES.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HERE.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH  DIFFERENCES  INCLUDE,  BUT ARE NOT  LIMITED  TO,  THOSE  DISCUSSED  IN THE
SECTIONS  ENTITLED  "BUSINESS"  AND "RISK  FACTORS," AS WELL AS THOSE  DISCUSSED
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. THE COMPANY DISCLAIMS,  ANY INTENT
OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

OVERVIEW

      Maritime Transport & Technology (the "Company") was established in 1968.
The Company  remained  dormant for many years  until the Company  completed  the
acquisition of B.G.  Banking  Equipment,  Inc.,  ("B.G.  Banking") and Financial
Building Equipment Exchange, Inc., ("FBEE"), Kentucky corporations.  The Company
is now in the business of buying, selling,  trading both new and refurbishing of
financial  equipment  for banks and other  financial  institutions.  The Company
markets the products throughout the United States primarily through direct sales
to financial  insitutions  and other  distributors  supported  by the  Company's
direct  sales force and  soliciting  new  contacts  through its  presence on the
Internet.


    The Company anticipates that its results of operations may fluctuate for the
foreseeable  future  due to  several  factors,  including  whether  and when new
products at competitive prices are obtained and sources of good used banking and
banking related equipment and furniture  available at favorable  prices;  market
acceptance  of current or new  products,  delays,  or  inefficiencies,  shipment
problems,   seasonal  customer  demand,   the  timing  of  significant   orders,
competitive  pressures  on  average  selling  prices  and  changes in the mix of
products sold.

    Operating  results  would also be  adversely  affected  by a downturn in the
market for the Company's  current and future  products,  order  cancellations or
order  rescheduling  or  remanufacturing  or delays.  The Company  purchases and
resells new merchandise and  remanufactures and ships its other products shortly
after  receipt of orders and has not  developed a  significant  backlog for such
products and does not  anticipate  it will  develop a material  backlog for such
products in the future.

    Because  the  Company is  continuing  to increase  its  operating  expenses,
primarily for personnel and activities supporting newly-introduced products, new
product  development and entering new markets,  the Company's  operating results
would be adversely affected if its sales did not correspondingly  increase or if
its product  development  efforts are unsuccessful or are subject to delays. The
Company  has  incurred  losses  due to the  payment of  consulting  fees and the
issuance of shares of common  stock in  consideration  for  consulting  expenses
charged to  operations in lieu of the payment of cash for the year ended May 31,
1999.

The Company  may not  sustain  revenue  growth or return to  profitability  on a
quarterly or annual basis and its operating  results may not be consistent  with
predictions made by securities  analysts.  For the three months ended August 31,
1999,  the Company has a pre-tax  profit of $38,762.  The Company has sufficient
tax loss  carryforwards  to offset the tax liability from this  profit.corporate
tax liability




RESULTS OF OPERATIONS

         The following  table sets forth  operating  data as a percentage of net
sales:
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED AUGUST 31,
                                                                         ------------------------------
                                                                                      1998        1999
                                                                         ----------- ----------- -------
                <S>                                                               <C>         <C>
                Net sales.....................................                   100.0%        100%
                Cost of sales.................................                   33.9%
50.9%
---           -----
                Gross profit..................................                   66.1%       49.1%
                Operating expenses:
                  Selling, general and administrative.........         66.5%       36.5%
                  Depreciation ........................................           -0-%          3.0%
                                                                                         -----       -----
                   Total operating expenses..................             66.5%       39.5%
                Income (loss)  from operations......................  (0.4)%         9.5%

             Corporate State Taxes                                        -0-%         -0-%
                Other income, net.................................              4.7%        0.3%
                                                                                          ----           ---
                Net loss..................................................            4.3%        9.8%

                                                                                        ---         ----
                                                                       ---          ---         ----
</TABLE>
Results of operations  for the three months ended August 31, 1999 as compared to
the three months ended August 31, 1998.

     -
- -----------------------------------------------------------------------------
Revenues were $396,605 for the three months ended August 31, 1999 as compared to
$357,611 for the three  months  ended  August 31, 1998.  Costs of goods sold and
related  expenses for the three months ended August 31, 1999,  were  $202,123 as
compared
to $121,301 for the three months  ended August 31, 1998  representing  a cost of
goods sold and related  expenses of 33.9% and 50.9%  respectively  for the three
months ended August 31, 1999 and 1998

     General and administrative costs for the three months ended August 31, 1999
were $144,859 an decrease of $92,844 over expenses of $237,703, for the three
months  ended  August 31,  1998.The  decrease  is the result of a  reduction  in
consulting fees that were experienced in the same period August 31, 1998.



Results of operations  for the three months ended August 31, 1998 as compared to
the three months ended August 31, 1997.

     -
- -----------------------------------------------------------------------------
Revenues were $357,611 for the three months ended August 31, 1998 as compared to
$-0- for the three months ended August 31, 1997. Costs of goods sold and related
expenses for the three months ended August 31, 1998,  were  $121,301 as compared
to $0 for the three months ended  August 31, 1997  representing  a cost of goods
sold and related  expenses of 33.92% for the three  months ended August 31, 1998
as compared to 0% for the three months ended August 31, 1997.

     General and administrative costs for the three months ended August 31, 1998
were $237,703,  an increase of 100.0% over expenses of $-0- for the three months
ended August 31, 1997.



   BENEFIT (PROVISION) FOR INCOME TAXES. As a result of the pre-tax loss
recorded for the year ended May 31, 1999, the Company not recorded a benefit for
Federal income taxes of $154,313 offseting a corporate tax liability of $13,166.
Instead the Company  recognized no income tax benefit from the loss generated in
the year ended May 31, 1999 and August 31, 1999.  SFAS No. 109  requires  that a
valuation  allowance be provided if it is more likely than not that some portion
or all of a deferred tax asset will not be realized.  The  Company's  ability to
realize  benefit of its  deferred  tax asset will  depend on the  generation  of
future  taxable  income.  Because the Company has yet to  recognize  significant
revenue  from  the  sale  of its  products,  the  Company  believes  that a full
valuation allowance should be provided.  The Company will continue to assess the
likelihood of realization of such assets;  however, if future events occur which
make the  realization  of such assets more  likely  than not,  the Company  will
record a tax  benefit.  The  Company  is liable for the  payment of a  Corporate
Kentucky State on tangible assets.


LIQUIDITY AND CAPITAL RESOURCES

    The Company has historically  financed its operations  through revenues from
operations, private and public placements of equity securities, debt and capital
lease  financing and interest income earned on the net proceeds from the private
placements.  Since its reorganization,  the Company has raised over $ 222,500 in
cash proceeds from the private  placement of equity securities and $175,490 from
officer loans.

    During the year ended May 31, 1999,  the Company had negative cash flow from
operations  of  $229,228  in  spite  of a  positive  cash  flow  from  operating
activities of $178,929 essentially because of an increase in accounts receivable
of $87,381,  prepaid expenses of $400, inventory of $337,222, and a reduction in
accounts  payable and  accrued  expenses of $3,318.  Customer  deposits  payable
increased $8,717 and currect Corporate State tax liability increased by $11,447.

Other significant  business  activities  affecting cash included the purchase of
fixed assets of $38,026, an increase of Notes receivable non affiliated party of
$2,991, a payoff of a bank loan of $107,651 and the conversion of investor loans
payable into shares of common stock aggregating $93,100.

    During the three months ended August 31, 1999, the Company had negative cash
flow from operations of $21,572 because of an increase in accounts receivable of
$85,311,  inventory  of $17,240,  an  increase  in accounts  payable and accrued
expenses of $43,212. Customer deposits payable decreased $4,549.

Other significant  business  activities  affecting cash included the purchase of
fixed assets of $14,537, an increase of Notes receivable non affiliated party of
$10,647 and the conversion of investor loans payable into shares of common stock
aggregating  $38,500;  and an  increase  in bank loans  payable  of  $6,025;  an
increase in officer loan payable of $963.

 The  Company  is  evaluating  various  alternatives  in  addressing  its future
facilities   expansion   needs.  The   alternatives   being  evaluated   include
negotiations  with various parties for the leasing of additional  facility space
and the purchase of additional  property to build a new or additional office and
warehousing  facility.  Relocation  to a new  facility or leasing of  additional
facility  space  would  be  expected  to  result  in an  increase  in rent  upon
occupancy.

    The Company believes that its available cash, cash from operations and funds
from  existing  credit  arrangements  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  additional  capital,  if  needed,  will be  available  on
satisfactory terms, if at all. Furthermore,  any additional equity financing may
be dilutive to  stockholders,  and debt  financing,  if  available,  may include
restrictive  covenants.  The  Company's  future  liquidity  and capital  funding
requirements will depend on numerous factors,  including the extent to which the
Company's  new  products  and  products  under  consideration  are  successfully
developed, gain market acceptance and become and remain competitive,  the timing
and results of regulatory actions in the banking industry,  the costs and timing
of  further  expansion  of  sales,   marketing  and  manufacturing   activities,
facilities  expansion  needs.  The  failure by the  Company to raise  capital on
acceptable  terms  when  needed  could  have a  material  adverse  effect on the
Company's business, financial condition and results of operations.

IMPACT OF YEAR 2000 ("Y2K") ISSUE

    The  Company is  implementing  a plan to ensure  its  system,  software  and
facilities  infrastructure  will function  properly with respect to dates in the
year 2000 and thereafter.  Key financial,  information  and operational  systems
have been  assessed and  approximately  90% of them have been  verified as being
compliant.  The Company is on schedule to have all remaining systems verified as
compliant by November  30,  1999.  All key  suppliers,  distributors,  financial
institutions  and others with whom it does business  have been  contacted by the
Company to assess their Y2K readiness,  and  approximately  60% have stated that
they are compliant or will be compliant before December 31, 1999. The Company is
continuing  to   communicate   with  key  suppliers,   distributors,   financial
institutions  and  others  and  believes  that  their  readiness  will  not pose
significant  operational  problems for the Company,  nor have a material adverse
effect on the  Company's  business.  To date the Company has expended  less than
$5,000  addressing the Y2K Issue and estimates the total cost of the project and
contingency plans, if necessary,  to be under $10,000.  The Company  anticipates
that the  Company  will be in  compliance  with Y2K  requirements  by the end of
December 15, 1999.

    However,  if such  modifications  and  conversions  are not  made or are not
completed  in a timely  fashion,  the Y2K Issue  could have a  material  adverse
impact on the  operations  of the  Company.  Additionally,  the systems of other
companies on which the Company's systems rely may not be timely converted, which
may have an adverse effect on the Company's systems.  The most likely worst case
scenario is that customers  would be unable to order products or pay invoices or
suppliers would be unable to manufacture or deliver  product.  This would result
in reduced  orders of products and the  inability of the Company to  manufacture
product.

    The Company  currently does not have contingency  plans in the event it does
not complete all phases of the Y2K program.  However,  management is considering
contingency  plans which  involve,  among  other  actions,  manual  workarounds,
increasing  inventories  of key  components  to  the  refurbishing  process  and
validating  alternate  vendors.  The Company plans to evaluate the status of the
contingency  plans  by  October  1999  and  determine  whether  such  plans  are
necessary.



                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

     As at August  31,  1999 and the  filing  date  hereof,  no  material  legal
proceedings  were  pending to which the  Registrant  or any of its  property  is
subject,  nor to the  knowledge  of the  Registrant  are such legal  proceedings
threatened.

     The Company intends to file a suit in the near future. Two of the Company's
past directors,  Andrew Seim and Alexander  Brosda,  acting and individually and
acting as  principals  of Taurus  Investments  International,  Inc.  ( a Bermuda
corporation)  (together "Taurus"),  acting as Directors of B.G. Banking prior to
its  acquisition  by the  Company and  subsequent  to the  acquisition  becoming
Directors of the Company, offered and sold on behalf of B.G. Banking what Taurus
has  admitted to being an  aggregate  of 304,500  shares of common stock of B.G.
Banking for an aggregate consideration of $304,500.  Taurus has remitted to B.G.
Banking and the Company a net proceeds of $109,673.05  and claims the difference
of  $194,826 be retained  by Taurus as payment  for  expenses  and  commissions.
Taurus has refused to disclose  the names and numbers of shares of common  stock
and refused to remit to the Company the proceeds of the shares sold.

     The  Company  intends to enter into a lawsuit  with  Taurus  demanding  the
balance of $194,826 that was improperly  withheld be remitted to the Company and
that Taurus disclose the names of the persons and the number of shares of common
stock sold to these  individuals.  As of August 31,  1999,  Taurus has failed to
turn over the balance of money,  provide the names of the stock  subscribers and
the number of shares of common purchased.



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.





                                   SIGNATURES



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




                                  Maritime Transport & Technology, Inc.
                                      (Registrant)

                                    By: /s/Paul Clakr
                                       ------------------
                                       Paul Clark
                                       PRESIDENT


 Dated: November 1, 1999