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 February 28, 1999.

[ ]  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)

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

                              (800) 726-0337
              (Registrant's telephone number, including area code)

                      108 Main St. Stamford, NY, 12167-1137
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   15,463,021  shares of common stock outstanding

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

        Item 1. Financial Statements

     The condensed financial  statements for the periods ended November 30, 1998
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 February 28, 1999,  and the results
of operations  and cash flows for the nine month periods ended February 28, 1998
and 1999.

     The  Company's  results  of  operations  during  the  nine  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, 1997 and 1998.

<PAGE>
<TABLE>
<CAPTION>
                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                       CONSOLIDATED PROFORMA BALANCE SHEET
                                                                       February 28,
                                                        May 31,            1999
                                                         1998           Unaudited
                                    Assets
Current assets
<S>                                                         <C>               <C>
  Cash and cash equivalents                                 $145,079      $104,077
  Accounts  receivable                                       310,086       527,370
  Inventory                                                  170,795       213,314
  Note receivable                                             13,200        13,200
  Corporate income taxes receivable                            8,925
  Prepaid expenses                                             1,200         1,400
                                                               ----- ---------------
  Current assets                                             649,285       859,361

Capital assets-net                                            44,043         4,850

Other assets
  Loans receivable - non affiliated                           27,499        42,501
  Loans receivable-affiliated                                 91,351        88,282
  Security deposit                                               805           805
                                                                ----        ------
   Total other assets                                        119,655       131,588
                                                            --------        ------
Total assets                                                $812,983    $  995,771
                                                            ========      ========
                      Liabilities and
                  Stockholders' Equity
Current liabilities
  Accounts payable and accrued expenses                     $235,913      $305,203
  Customer deposits                                           61,406       102,782
  Corporate income tax payable                                 1,580        18,475
  Investor loans payable                                     131,500       162,346
  Notes payable-bank                                         109,338       121,502
                                                            ----------      ------
Total current liabilities                                    539,737       710,308

Long term liabilities
  Note payable - bank                                         13,855
                                                              ------
Total liabilities                                            553,592
Capital stock
 Common stock-authorized 80,000,000 common
        shares, par value $.01 each, at May
31, 1998 and February 28, 1999the shares
outstanding were 15,130,705
and 15,463,021 respectively                                 151,308        154,631
  Additional paid in capital                                494,508        823,501
  Retained earnings                                        (386,425)      (692,669)
                                                           ---------      ---------
Total stockholders' equity                                  259,391        285,463
                                                            --------       -------
Total liabilities and stockholders' equity                  $812,983    $  995,771
                                                            ========      ========

   See accompanying notes to financial statements.
                                       F1



</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE NINE MONTHS ENDED February 28,

                                                  1998              1999
                                              Unaudited         Unaudited
<S>                                                <C>          <C>
Revenue                                            $-0-         $1,339,364

Costs of goods sold                                 -0-            661,589
                                                                 ---------
Gross profit                                        -0-            677,775

Operations:
  General and administrative                         43            888,511
  Depreciation and  amortization
48,539                                             ------        --------
  Total expense                                      43            937,050

Income before corporate taxes                      (43)           (259,275)

Corporate income taxes                                              27,400
Other income and expenses
  Interest Income                                                    1,052
  Interest expense                                                 (20,621)
                                                                   -------
  Total other income and expenses                                  (19,569)


Net income (loss)                                 $(43)          $(306,244)
                                                  =====            =======

Net income (loss)  per share -basic            $(0.00)              $(0.02)
                                               ========             =====
Number of shares outstanding-basic          15,130,705           15,463,021
                                            ===========         ==========




</TABLE>


                               See accompanying notes to financial statements.
<PAGE>

<TABLE>
<CAPTION>
                        MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE THREE MONTHS ENDED February 28,

                                                  1998              1999
                                              Unaudited         Unaudited
<S>                                                <C>          <C>
Revenue                                            $-0-         $510,439

Costs of goods sold                                 -0-          289,382
                                                   ----          -------

Gross profit                                        -0-          221,057

Operations:
  General and administrative                         43          523,368
  Depreciation and  amortization                                    -0-
                                                                 ------
  Total expense                                      43          523,368

Income before corporate taxes                      (43)         (302,311)

Corporate income taxes                                            20,865
Other income and expenses
  Interest Income                                                    896
  Interest expense                                               (15,871)
                                                                 -------
  Total other income and expenses                                (14,975)


Net income (loss)                                 $(43)        $(338,151)
                                                  =====          =======

Net income (loss)  per share -basic            $(0.00)           $(0.02)
                                               ========           =====
Number of shares outstanding-basic          15,130,705        15,463,021
                                            ===========       ==========




</TABLE>


                               See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           FOR THE NINE MONTHS ENDED

                                                February 28,      February 28,
                                                   1998              1999
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>            <C>
  Net income (loss)                                $(43)        $(306,244)
  Non cash transactions                                           100,000
  Depreciation                                       -0-           48,539
  Account receivables                                            (217,284)
  Inventory                                                       (42,519)
  Prepaid expenses                                                   (200)
  Accounts payable and accrued expenses                            69,290
  Customer deposits payable                                        41,376
  Corporate  taxes payable                                         25,820
                                                   -----          -------
TOTAL CASH FLOWS FROM OPERATIONS                    (43)         (281,222)
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital assets                                                   (9,318)
  Note receivable-affiliate                                         3,069
  Note receivable- non affiliate                                  (15,002)
                                                                  --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                        (21,251)
CASH FLOWS FROM FINANCING ACTIVITIES
  Loan payable- affiliate
  Loan payable- investors                                          30,846
  Sale of shares of common stock                                  232,316
  Note payable-bank                                                (1,691)
                                                                ---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                        261,471

NET INCREASE (DECREASE) IN CASH                     (43)          (41,002)
CASH BALANCE BEGINNING OF PERIOD                     53           145,079
                                                     ---          -------
CASH BALANCE END OF PERIOD                          $10          $104,077
                                                     ===          =======



</TABLE>

                     See accompanying notes to financial statements

<PAGE>                                                  .

<TABLE>
<CAPTION>





                                   MARITIME TRANSPORT & TECHNOLOGY, INC.
                          PROFORMA CONSOLIDATED 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                               1,866         1,866
                      ----------    --------      ------       ------         -----
May 31, 1996          38,484,549     384,845       $-0-      (381,400)        3,445

May 31, 1997            Net loss                               (4,952)       (4,952)
                       --------     --------      -----        ------        ------

May 31, 1997          38,484,549     384,845        $-0-    $(386,372)      $(1,527)

April 14, 1998(1)      3,848,455      38,485      346,360    (386,372)       (1,527)
April 15, 1998(2)     11,282,250     112,823      148,148                    228,981
May 31, 1998          Net loss                                    (53)           (53)
                      ----------    --------    ---------     -------        -------

May 31, 1998          15,130,705    $151,308      494,508   $(386,425)       259,391

Unaudited
Exercise of options      100,000       1,000       99,000                    100,000
Sale of shares           232,316       2,323      229,993                    232,316
Net loss                                                     (306,244)      (306,244)
                      ----------   ---------     --------     -------         ------

February 28, 1999     15,463,021    $154,631     $823,501   $(692,669)      $285,463
                      ==========    ========     ========    =========      ========


(1) Reflects a 10 to 1 reverse split.
(2) Reflects the issuance of shares for acquisitions valued at $.02 per share.




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



                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998


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, 1998.


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 nine months   For the six months
                                       months ended          months ended
                                        February 28,         February 28,
                                           1998                  1999
                                       -------------       --------------
 <S>                                      <C>                  <C>
 Total number common
shares outstanding                    15,130,705             15,463,021
                                      ==========             ==========

</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. Issuance of Shares of Common Stock

     The Company  issued  100,000  shares of common  stock  through  exercise of
100,000  options  issued  pursuant to the  Company's  stock option plan value at
$1.00 for an aggregate consideration of $100,000 in consulting expenses.

     The Company sold pursuant to a private  placement  232,316 shares of common
stock at $1.00 per share for an aggregate consideration of $232,316.



<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 Six months ended November 30, 1997 and 1998
                ------------------------------------------------

     Except for the description of historical facts contained herein,  this Form
10QSB  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 nine  months  ended  February 28, 1999 as
compared to the nine  months ended February 28, 1998.
- - ----------------------------------------------------------------------------

     Revenues were $1,339,364 nine months ended February 28, 1999 as compared to
$-0-nine  months  ended  February  28,  1998.  Costs of goods  sold and  related
expenses  nine months ended  February 28, 1999,  were $661,589 as compared to $0
nine  months  ended  February  28,  1998  representing  a cost of goods sold and
related  expenses of  100.0%nine  months ended  February 28, 1999 as compared to
0%nine months ended February 28, 1998.

     General and  administrative  costs nine months ended February 28, 1999 were
$888,511,  an increase of 100.0% over expenses of $43 nine months ended February
28, 1999.


Liquidity and capital  resources as of the end of the six months ended  November
30, 1998.
- - --------------------------------------------------------------------------

     The Company's cash balance was $104,077 and working  capital was a $149,053
as at February 28, 1999.

     The Company's  primary  short-term needs for capital,  which are subject to
change,  are for the  fullfillment of orders,  the search for the acquisition of
quality used equipment at the right price, pay continuing operating expenses.

     Income tax: As of November 30, 1998, the Company has a loss $(306,244). The
Company's  ability to utilize its tax credit  carry-forwards in future years was
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, the
use of the Company's  ultilization  of carry forward  losses was lost because of
the change in ownership of the Company.

     The  Company  expects its capital  requirements  to increase  over the next
several  years as it  continues  to develop  its  business  and seek new company
related acquisitions,  increases in sales and administration  infrastructure and
embarks  on  developing  in-house  business  capabilities  and  facilities.  The
Company's  future  liquidity  and capital  funding  requirements  will depend on
numerous factors, including the extent to which the Company's present management
can fund the continued capital  requirements,  the timing of regulatory  actions
regarding  the  Company's  potential  acquisitions,  the  costs  and  timing  of
expansion  of sales,  marketing  activities,  facilities  expansion  needs,  and
competition in the mortgage business entered into.

     The  Company  believes  that its  available  cash and cash from  management
contributions will be sufficient to satisfy its funding needs for the day to day
mortgage banking activities for at least the next 12 months. Thereafter, if cash
generated  from  any  newly  acquired  or  developed   business   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.

Year 2000 Readiness

      The  following  disclosure  is a Year 2000  ("Y2K")  readiness  disclosure
statement pursuant to the Year 2000 Readiness and Disclosure Act.

     The Company's Year 2000 program is designed to minimize the  possibility of
serious Year 2000 interruption.  Possible Year 2000 worst case scenarios include
the interruption of significant  parts of the Company's  business as a result of
internal  business system failure or the failure of the business  systems of its
suppliers,  distributors or customers. The potential effect to the operations of
the present business are minimized currently because the Company's reliance upon
computer systems in the day to day operations is minimal.

     However,  the  Company  decided  to  significantly  upgrade  its  "business
systems"  (all  computer  hardware  and  software  used  to run  its  businesses
including its  operations  management,  administration  and financial  systems).
Specifications  were  developed for desired  capabilities,  including  Year 2000
compliance.  In 1998 the Company  began  assessing  its Year 2000  exposure  and
commenced implementation of a plan to achieve Year 2000 readiness.  Based on its
review to date, the Company believes that its products and business software are
Year 2000 compliant.

     The Company has also begun to survey  major  suppliers,  distributors,  and
customers to determine  the status and schedule for their Year 2000  compliance.
To date, no significant issues have been identified,  and the survey is expected
to be  completed  in the  third  quarter  of  1999.  Where  it  believes  that a
particular  supplier's  situation poses unacceptable risks, the Company plans to
identify an alternative source.

     The  costs  of  the   readiness   program  for  business   systems,   other
infrastructure  areas,  and suppliers are a combination of incremental  external
spending and use of existing internal  resources.  In total, the Company expects
to spend less than $1,000 to achieve readiness,  of which  approximately 10% has
been expended to date. This amount is based on the costs to upgrade the existing
business systems to Y2K compliant versions.

     Milestones  and  implementation  dates and the costs of the Company's  Year
2000 readiness program are subject to change based on new circumstances that may
arise or new  information  becoming  available  that may change  the  underlying
assumptions or requirements.


Recent Accounting Pronouncements

      Accounting for Derivative Instruments and Hedging Activities

      Statement of  Financial  Accounting  Standards  No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities"  (SFAS 133) was issued in June
1998. It is effective for all fiscal years  beginning  after June 15, 1999.  The
new standard  requires  companies to record  derivatives on the balance sheet as
assets or liabilities,  measured at fair value.  Gains or losses  resulting from
changes in the values of those  derivatives  would be accounted for depending on
the use of the  derivatives and whether they qualify for hedge  accounting.  The
key criterion  for hedge  accounting  is that the hedging  relationship  must be
highly  effective in achieving  offsetting  changes in fair value or cash flows.
The Company does not currently engage in derivative trading or hedging activity.
The Company  will adopt SFAS 133 in the fiscal year ending  December  31,  1999,
although no impact on operating results or financial position is expected.

      Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use

      In March of 1998, the American  Institute of Certified Public  Accountants
issued  Statement  of  Position  98-1,  "Accounting  for the  Costs of  Computer
Software  Developed or Obtained for Internal  Use".  SOP 98-1 requires  computer
software costs associated with internal use software to be charged to operations
as incurred until certain capitalization criteria are met. SOP 98-1 is effective
beginning  January 1, 1999.  The Company is currently  assessing the impact that
adoption of this  statement  will have on  consolidated  financial  position and
results of operations.

Forward - Looking Information

     The Quarterly  Report on Form 10-QSB  contains  forward-looking  statements
concerning the Company's  financial  performance  and business  operations.  The
Company  wishes to  caution  readers  of this  Report  on Form 10-K that  actual
results  might differ  materially  from those  projected in the  forward-looking
statements contained herein.


     Factors which might cause actual  results to differ  materially  from those
projected  in  the  forward-looking  statements  contained  herein  include  the
following: the seasonality of the business,  inability of the Company to develop
the end user market for quality  control  products;  inability of the Company to
grow the sales to the extent anticipated;  the interruption of significant parts
of the Company's business as a result of internal business system failure or the
failure  of the  business  systems  of its  suppliers  or  customers  due to the
inability  of such  systems to  properly  handle  credit  card  purchases  after
December  31,  1999;  and the  potential  insufficiency  of  Company  resources,
including  human  resources,  plant and equipment  and  management  systems,  to
accommodate any future growth.





                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

     No legal proceedings were brought, are pending or are threatened during the
quarter.


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 Clark
                                       ------------------
                                       Paul Clark
                                       PRESIDENT


 Dated: June 10, 1999