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 November 30, 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.)
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   15,130,705  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 November 30, 1998,  and the results
of operations and cash flows for the three month periods ended November 30, 1997
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
                                                                       November 30,
                                                        May 31,            1998
                                                         1998           Unaudited
                                    Assets
Current assets
<S>                                                         <C>               <C>    
  Cash and cash equivalents                                 $145,079          $63,920
  Accounts  receivable                                       310,086          327,458
  Inventory                                                  170,795          238,683
  Note receivable                                             13,200
  Corporate income taxes receivable                            8,925            8,925
  Prepaid expenses                                             1,200                 
                                                               ----- ---------------
  Current assets                                             649,285          638,986

Capital assets-net                                            44,043              -0-

Other assets
  Loans receivable - non affiliated                           27,499           72,883
  Loans receivable-shareholder                                91,351
  Security deposit                                              805              805
                                                                ----             ---
   Total other assets                                       119,655           73,688
                                                            --------          ------
Total assets                                                $812,983        $712,674
                                                            ========        ========
                      Liabilities and 
                  Stockholders' Equity
Current liabilities
  Accounts payable and accrued expenses                     $235,913         $159,190
  Customer deposits                                           61,406           81,210
  Corporate income tax payable                                 1,580            6,535
  Investor loans payable                                     131,500          139,500
  Notes payable-bank                                         109,338           22,618
  Loan payable-affiliate                                                      12,323
                                                            ----------        ------
Total current liabilities                                    539,737          421,376

Long term liabilities
  Note payable - bank                                         13,855
                                                              ------
Total liabilities                                             553592
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)        (354,518)
                                                           ---------        ---------
Total stockholders' equity                                  259,391          291,298
                                                            --------         -------
Total liabilities and stockholders' equity                  $812,983        $712,674
                                                            ========        ========

   See accompanying notes to financial statements.
                                       F1



</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                        MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE THREE MONTHS ENDED NOVEMBER 30,

                                                  1997              1998
                                              Unaudited         Unaudited
<S>                                                <C>          <C>     
Revenue                                            $-0-         $471,314

Costs of goods sold                                 -0-         250,906

Gross profit                                        -0-          220,408

Operations:
  General and administrative                         43          146,529
  Depreciation and  amortization                                 48,539
                                                                 ------
  Total expense                                      43          195,068

Income before corporate taxes                      (43)           25,340
Corporate income taxes                                             2,612
Other income and expenses
  Interest Income                                                    156
  Interest expense                                               (2,568)
                                                                 -------
  Total other income and expenses                                (2,412)

Corporate income  taxes on other income                            3,923

Net income (loss)                                 $(43)         $16,393
                                                  =====         =======

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




</TABLE>


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

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED NOVEMBER 30,
                                                           November 30,      November 30,
                                                               1998              1998
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>            <C>    
  Net income (loss)                                                  $(43)          $31,907
  Depreciation                                                         -0-           48,539
  Account receivables                                                              (17,372)
  Inventory                                                                        (67,888)
  Note receivable                                                                    13,200
  Federal taxes receivable
  Prepaid expenses                                                                    1,200
  Accounts payable and accrued expenses                                            (76,723)
  Customer deposits payable                                                          19,804
  Corporate  taxes payable                                                            4,955
                                                                 -----                -----
TOTAL CASH FLOWS FROM OPERATIONS                                      (43)         (42,378)
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital assets                                                                    (4,496)
  Note receivable-affiliate                                                          91,351
  Note receivable- non affiliate                                                   (45,384)
                                                                                   --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                           41,471
CASH FLOWS FROM FINANCING ACTIVITIES
  Loan payable- affiliate                                                            12,323
  Loan payable- investors                                                             8,000
  Note payable-bank                                                               (100,575)
                                                                                  ---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                         (80,252)
NET INCREASE (DECREASE) IN CASH                                       (43)         (81,159)
CASH BALANCE BEGINNING OF PERIOD                                       53           145,079
                                                                       ---          -------
CASH BALANCE END OF PERIOD                                             $10         $63,920
                                                                       ===         =======



</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
November 30, 1998           Net profit                                                31,907       31,907
                            ----------    ------------        -----------              -------      ------

November 30, 1998           15,130,705         $151,308          $494,508           $(354,518)    $291,298
                            ==========         =========         =========          ==========    ========


(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 six months   For the six months
                                       months ended          months ended
                                        November 30,         November 30,
                                           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 six
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 May 31, 1998
and November 30, 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 November 30, 1998:
<TABLE>

                                                                    Estimated
                                        Gross       Gross            Fair
                                     Unrealized   Unrealized         Market
                               Cost     Gains      Losses            Value
<S>                       <C>          <C>         <C>            <C>
Cash                      $   63,920    $-0-      $   -0-        $ 63,920
                              -------    ----       ------          -------
Total cash and cash
   equivalents            $   63,920    $-0-      $   -0-        $ 63,920

</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 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 six  months  ended  November  30,  1998 as
compared to the six months ended November 30, 1997.
- ----------------------------------------------------------------------------

     Revenues  were  $828,925  for the six months  ended  November  30,  1998 as
compared to $-0- for the six months ended November 30, 1997. Costs of goods sold
and related  expenses for the six months ended November 30, 1998,  were $372,207
as compared to $0 for the six months ended November 30, 1997 representing a cost
of goods sold and related  expenses of 44.9% for the six months  ended  November
30, 1998 as compared to 0% for the six months ended November 30, 1997.

     General and administrative costs for the six months ended November 30, 1998
were  $432,771,  an increase  of 100.0% over  expenses of $43 for the six months
ended November 30, 1997.


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

     The Company's  cash balance was $63,920 and working  capital was a $217,610
as at November 30, 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 November  30,  1998,  the Company has a pretax  profit of
$38,442.  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 Clar
                                       ------------------
                                       Paul Clark
                                       PRESIDENT


 Dated: November 17, 1998