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  15,130,705 shares of common stock outstanding

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

        Item 1. Financial Statements

     The condensed  financial  statements  for the periods ended August 31, 1997
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, 1998, and the results of
operations  and cash flows for the three month periods ended August 31, 1996 and
1998.

     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, 1997 and 1998.



<PAGE>
<TABLE>
<CAPTION>

                                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                                       CONSOLIDATED PROFORMA BALANCE SHEET
                                                                                                     August 31,
                                                                                     May 31,            1998
                                                                                      1998           Unaudited
                                    Assets
Current assets
<S>                                                                                      <C>               <C>    
  Cash and cash equivalents                                                              $145,079          $65,599
  Accounts  receivable                                                                    310,086          504,442
  Inventory                                                                               170,795          183,962
  Note receivable                                                                          13,200
  Corporate income taxes receivable                                                         8,925            8,925
  Prepaid expenses                                                                          1,200            7,400
  Current assets                                                                          649,285          770,328

Capital assets-net                                                                         44,043           44,617

Other assets
  Loans receivable - non affiliated                                                        27,499           60,819
  Loans receivable-shareholder                                                             91,351
  Security deposit                                                                           805              805
   Total other assets                                                                    119,655           61,624
Total assets                                                                             $812,983        $876,569
                                       Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable and accrued expenses                                                  $235,913         $246,009
  Customer deposits                                                                        61,406           88,815
  Corporate income tax payable                                                              1,580            1,580
  Investor loans payable                                                                  131,500          131,500
  Notes payable-bank                                                                      109,338          112,770
  Loan payable-affiliate                                                                                    8,485
Total current liabilities                                                                 539,737          589,159

Long term liabilities
  Note payable - bank                                                                      13,855           12,505
Total liabilities                                                                         552,012          601,664
Capital stock
 Common stock-authorized 80,000,000 common shares, par value $.01 each, at May            151,308          151,308
31, 1998 the shares outstanding was 15,130,705
  Additional paid in capital                                                              494,508          494,508
  Retained earnings                                                                     (386,425)        (370,911)
Total stockholders' equity                                                               259,391          274,905
Total liabilities and stockholders' equity                                               $812,983         $876,569


</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                             MARITIME TRANSPORT & TECHNOLOGY, INC.
                             CONSOLIDATED STATEMENT OF OPERATIONS
                                                                August 31,        August 31,
                                                                   1997              1998
                                                                Unaudited         Unaudited
<S>                                                                       <C>          <C>     
Revenue                                                                   $-0-         $357,611

Costs of goods sold                                                        -0-          121,301

Gross profit                                                               -0-          236,310

Operations:
  General and administrative                                                43          237,703
  Depreciation and  amortization                                                    
                                                                                
  Total expense                                                             43          237,703

Income before corporate taxes                                             (43)          (1,393)
Corporate income taxes
Other income and expenses
  Gain on sale of assets                                                                 19,000
  Interest Income                                                                            83
  Interest expense                                                                      (2,176)
  Total other income and expenses                                                        16,907

Net income (loss)                                                        $(43)          $15,514

Net income (loss)  per share -basic                                   $(0.00)            $0.00
Number of shares outstanding-basic                                 15,130,705       15,130,705
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           MARITIME TRANSPORT & TECHNOLOGY, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                                              May 31,         August 31,
                                                               1998              1998
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                              <C>                <C>    
  Net income (loss)                                              $(99,860)          $15,514
  Depreciation                                                      45,938
  Account receivables                                            (127,907)        (194,356)
  Inventory                                                        (9,404)         (13,167)
  Note receivable                                                                    13,200
  Federal taxes receivable                                             618
  Prepaid expenses                                                 (1,200)          (6,200)
  Accounts payable and accrued expenses                             84,612           10,096
  Customer deposits payable                                         12,853           27,409
  Corporate  taxes payable                                        (24,960)                 
TOTAL CASH FLOWS FROM OPERATIONS                                 (119,310)        (147,505)
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital assets                                                  (39,682)            (575)
  Note receivable-affiliate                                       (16,055)           99,876
  Note receivable- non affiliate                                   (4,423)         (33,320)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                        (60,160)           65,973
CASH FLOWS FROM FINANCING ACTIVITIES
  Loan payable- investors                                          131,500
  Note payable-bank                                                122,368            2,082
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                         253,868            2,082
NET INCREASE (DECREASE) IN CASH                                     74,398         (79,480)
CASH BALANCE BEGINNING OF PERIOD                                    70,681          145,079
CASH BALANCE END OF PERIOD                                       $145,079          $65,599
</TABLE>
<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
August 31, 1998             Net profit                                                 15,514       15,514
                                                          
August 31, 1998             15,130,705         $151,308          $462,518           $(370,911)    $274,905


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


</TABLE>

<PAGE>

                     MARITIME TRANSPORT & TECHNOLOGY, INC.
                              NOTES TO FINANCIAL STATEMENTS
                       FOR THE THREE MONTHS ENDED AUGUST 31, 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 three months   For the three months
                                       months ended          months ended
                                        August 31,             August 31,
                                           1997                  1998
                                       -------------       --------------
 <S>                                      <C>             <C>
 Total number common
shares outstanding                    3,848,455                15,130,705
                                      =========                ==========
</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. 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 December 31, 1997 and August 31, 1998, the Company had no investments
that were classified as trading or held-to-maturity as defined by the Statement.


     The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998:

<TABLE>

                                                            Estimated
                                        Gross       Gross     Fair
                                     Unrealized Unrealized   Market
                              Cost      Gains      Losses    Value
                             -----     --------  ---------   -----
<S>                           <C>        <C>        <C>       <C>
Cash                     $   145,079    $-0-      $   -0-    $ 145,079
                             -------    ------      -------  ---------
Total cash and cash
   equivalents           $   145,079    $-0-      $   -0-    $ 145,079
 
</TABLE>

     The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at August 31, 1998:

<TABLE>
<CAPTION>
                                                                    Estimated
                                        Gross       Gross            Fair
                                     Unrealized   Unrealized         Market
                               Cost     Gains      Losses            Value
<S>                       <C>          <C>         <C>            <C>
Cash                      $   65,599    $-0-      $   -0-        $ 65,599
                              -------    ----       ------          -------
Total cash and cash
   equivalents            $   65,599    $-0-      $   -0-        $ 65,599


</TABLE>
 

 
 

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
                ------------------------------------------------

     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 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.

 
     Liquidity  and capital  resources  as of the end of the three  months ended
August 31, 1998.                      -
--------------------------------------------------------------------------------

     The Company's cash balance was $65,599 and working capital was a
$181,169 as at August 31, 1998.

     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 August 31,  1998,  the  Company has a taxable  profit of
$15,514.  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.





                                     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: November 17, 1998