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, 1997.

[ ]  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.
Employerincorporation or organization)                      Identification No.)


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

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


Former name, former address and former fiscal year, if changed since last report

     Indicate by check mark,  whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

        Yes   X     No

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

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

        Item 1. Financial Statements

     The condensed financial  statements for the periods ended February 28, 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 February 28, 1997,  and the results
of operations and cash flows for the three month periods ended February 28, 1996
and 1997.

     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, 1996 and 1997.


<PAGE>
<TABLE>
<CAPTION>


                               MARITIME TRANSPORT & TECHNOLOGY, INC.
                                   (A Development Stage Company)
                                           BALANCE SHEET
                                                                                      February 28,
                                                                          May 31,         1997
                                                                            1996       Unaudited
                                Assets
Current assets
<S>                                                                           <C>              <C> 
  Cash                                                                        $4,625           $295




Total assets                                                                  $4,625           $295
                        Liabilities and Stockholders' Equity
Current liabilities
  Accrued taxes                                                                 $775           $775


Capital stock
  Common stock-authorized 80,000,000 common shares, par value $.01
each, at May 31, 1997 and February 28, 1997 the shares outstanding           384,845        384,845
was 38,484,549
  Additional paid in capital                                                     -0-            -0-
  Deficit accumulated during development stage                             (380,995)      (385,325)
Total stockholders' equity                                                    3,850           (480)
Total liabilities and stockholders' equity                                   $4,625            $295
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                       MARITIME TRANSPORT & TECHNOLOGY, INC.
                                           (A Development Stage Company)
                                              STATEMENT OF OPERATIONS
                                                                                                  From the date of
                                                                  For the nine    For the nine     reorganization
                                For the year     For the year     months ended    months ended   (June 1, 1994) to
                                   ended            ended         February 28,    February 28,      February 28,
                                  May 31,           May 31,           1997            1997              1997
                                    1995             1996          Unaudited        Unaudited        Unaudited
<S>                                    <C>             <C>               <C>             <C>               <C>     
Income                                 $40,000         $127,100          $81,100         $26,535           $193,635
Less cost of goods sold                                -0-              -0-              -0-                      
                                           -0-                                                                  -0-
Gross profit                            40,000          127,100           81,100          26,535            193,635

Operations:
  General and administrative            38,000          124,475           78,442          30,865            193,340
  Depreciation and                    -0-               -0-               -0-             -0-              -0-     
amortization
  Total expense                         38,000          124,475           78,442          30,865            193,340

Net profit before Federal                2,000            2,625            2,658         (4,330)                295
Income taxes

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

Net Profit (Loss)                        1,579          $2,271           $2,658         $(4,330)             $(480)


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

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                                          (A Development Stage Company)
                                             STATEMENT OF CASH FLOWS
                                                                                                 For the period
                                                                                                      from
                                                                For the nine    For the nine     reorganization
                                For the year    For the year    months ended    months ended   (June 1, 1994) to
                                   ended           ended        February 28,    February 28,      February 28,
                                  May 31,          May 31,          1996            1997              1997
                                    1996            1997         Unaudited        Unaudited        Unaudited
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                                     <C>            <C>              <C>           <C>                  <C>   
  Net loss                              $1,579         $2,271           $2,658        $(4,330)             $(480)
  Depreciation                             -0-            -0-            -0-               -0-                -0-
Adjustments
  Accrued expenses                        421            354                                                 775 
  TOTAL CASH FLOWS FROM                  2,000          2,625            2,658         (4,330)                295
OPERATIONS


NET INCREASE (DECREASE) IN               2,000          2,625                          (4,330)                295
CASH
CASH BALANCE BEGINNING OF              -0-              2,000                           4,625             -0-    
PERIOD
CASH BALANCE END OF PERIOD             $2,000          $4,625                             $295               $295

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

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

Unaudited
February 28, 1997       Net profit                                                    (4,330)      (4,330)
February 28, 1997         38,484,549           384,845              $-0-           $(385,325)       $(480)



</TABLE>



<PAGE>

1. BASIS OF PRESENTATION

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

2. NET INCOME PER SHARE

     Primary  earnings  per share  are  based on the  total  number of shares of
common stock outstanding on February 28, 1997. On that date, the total number of
shares of common stock outstanding was 38,484,549.

3. ACCOUNTING FOR INCOME TAXES

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

4. MARKETABLE SECURITIES

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

     Securities classified as  available-for-sale  are carried at estimated fair
value, as determined by quoted market prices,  with unrealized gains and losses,
net of tax,  reported  in a  separate  component  of  stockholders'  equity.  At
February  28,  1997,  the Company had no  investments  that were  classified  as
trading or held-to-maturity as defined by the Statement.

NOTE 5. COMMITMENTS AND CONTINGENCIES

     At  February  28,  1997,   the  Company  has  no  pending   commitments  or
contingencies.
 

     The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at February 28, 1997:


<TABLE>
<CAPTION>

                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
<S>                                 <C>                                                          <C> 
Cash                                $295                                                         $295
Total cash and
  cash equivalents                  $295                                                         $295
 

</TABLE>

<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                for the nine months ended February 28, 1996 and 1997
                ----------------------------------------------------

     Except for the description of historical facts contained herein,  this Form
10Q-SB  contains  certain  forward  looking  statements  that involve  risks and
uncertainties as detailed herein and from time to time in the Company's  filings
with the Securities and Exchange  Commission and elsewhere.  Such statements are
based on  management's  current  expectations  and are  subject  to a number  of
factors and uncertainties  which could cause actual results to differ materially
from those described in the forward-looking  statements.  These factors include,
among others, the Company's  fluctuations in sales and operating results,  risks
associated  with  international  operations  and  regulatory,   competitive  and
contractual risks and product development.
 
     Results of  operations  for the nine  months  ended  February  28,  1997 as
compared     to    the    nine     months     ended     February     28,    1996


     Revenues  were  $26,535  for the nine  months  ended  February  28, 1997 as
compared to $81,100 for the nine months ended February 28, 1996.  Costs of goods
sold for the nine months ended February 28, 1997,  were $0 as compared to $0 for
the nine  months  ended  February  28,  1996  representing  a cost of goods sold
percentage of 0% for the three months ended  February 28, 1997 as compared to 0%
for the three months ended February 28, 1996. The cost of goods sold  percentage
during the third quarter of fiscal 1997 remains  approximately  consistent  with
the percentage during the third quarter of fiscal 1996.

     General and  administrative  costs for the nine months  ended  February 28,
1997 were $30,865,  an decrease of $47,577 over expenses of $78,442 for the nine
months ended February 28, 1996.

     Liquidity  and capital  resources  as of the end of the nine  months  ended
February 28, 1997.

     The Company's cash balance was $295 and negative  working  capital was $480
as at February 28, 1997.  The Company's  primary  short-term  needs for capital,
which are subject to change,  are for its continued  existence and to find a new
business purpose.

     Income  tax:  As  of  February  28,  1997,  the  Company  has  a  tax  loss
carry-forward  of  $385,325.  The  Company's  ability to utilize  its tax credit
carry-forwards in future years will be subject to an annual limitation  pursuant
to the "Change in  Ownership  Rules" under  Section 382 of the Internal  Revenue
Code of 1986, as amended. However, any annual limitation is not expected to have
a material  adverse  effect on the  Company's  ability to utilize its tax credit
carry-forwards.
 
     The Company  believes that its available cash and cash from  operations and
the  willingness  of managment to provide for the cash needs of the Company will
be  sufficient  to satisfy  its  funding  needs for at least the next 12 months.
Thereafter,  if cash generated from  operations is  insufficient  to satisfy the
Company's working capital and capital expenditure requirements,  the Company may
be required to sell additional  equity or debt  securities or obtain  additional
credit facilities.  There can be no assurance that such financing,  if required,
will be available on satisfactory terms, if at all.


<PAGE>
PART II

                                OTHER INFORMATION

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

Item 2. Changes in Securities
None.

Item 3. Defaults upon Senior Securities
None.

Item 4. Submission of Matters to a Vote of Security-Holders
None.



<PAGE>





                                   SIGNATURES

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


MARITIME TRANSPORT & TECHNOLOGY, INC.


/s/ George Bergleitner
Mr. George Bergleitner,
President


Dated:   May 2, 1998





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