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, 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. Identification No.)
Employerincorporation or organization)                    


                      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 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, 1997, and the results of
operations  and cash flows for the three month periods ended August 31, 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
                                                                                         August 31,
                                                                      May 31,               1997
                                                                        1997              Unaudited
                             Assets
Current assets
<S>                                                                             <C>                   <C>
  Cash                                                                          $53                   $10




Total assets                                                                    $53                   $10
                                  Liabilities and Stockholders' Equity
Current liabilities
  Accrued taxes                                                              $1,580                $1,580


Capital stock
  Common stock-authorized 80,000,000 common shares, par value
$.01 each, at May 31, 1997 and August 31, 1997 the shares
outstanding was 38,484,549                                                  384,845               384,845
  Additional paid in capital                                                    -0-                   -0-
  Deficit accumulated during development stage                            (386,372)             (386,415)
Total stockholders' equity                                                  (1,527)               (1,570)
Total liabilities and stockholders' equity                                     $53                   $10 

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                       MARITIME TRANSPORT & TECHNOLOGY, INC.
                                           (A Development Stage Company)
                                              STATEMENT OF OPERATIONS
                                                                                                  From the date of
                                 For the year    For the year    For the three   For the three     reorganization
                                    ended            ended       months ended     months ended   (June 1, 1994) to
                                   May 31,          May 31,     August 31, 1996 August 31, 1997      August 31,
                                     1996             1997                                              1997
<S>                                    <C>              <C>              <C>                               <C>     
Income                                 $127,100         $53,536          $6,500                            $220,636
Less cost of goods sold                     -0-         -0-             -0-                                       
                                                                                                                -0-
Gross profit                            127,100          53,536           6,500                             220,636

Operations:
  General and administrative            124,475          58,108           9,462               43            220,626
  Depreciation and                      -0-                              -0-                -0-            -0-     
amortization
  Total expense                         124,475          58,108           9,462               43            220,626

Net profit before Federal                 2,625         (4,572)         (2,962)                                  10
Income taxes

Federal Income tax                         354              805             -0-                              1,580 

Net Profit (Loss)                        2,271         $(5,377)         (2,962)            $(43)           $(1,570)


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>


                 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                       MARITIME TRANSPORT & TECHNOLOGY, INC.
                                           (A Development Stage Company)
                                              STATEMENT OF CASH FLOWS
                                                                                                    For the period
                                                                                                         from
                                   For the year    For the year   For the three   For the three     reorganization
                                      ended           ended       months ended     months ended   (June 1, 1994) to
                                     May 31,          May 31,    August 31, 1996 August 31, 1997      August 31,
                                       1996            1997                                              1997
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                                        <C>          <C>                 <C>             <C>             <C>     
  Net loss                                 $1,866       $(4,972)            $-0-            $(43)           $(1,570)
  Depreciation                                -0-            -0-             -0-              -0-                -0-
Adjustments
  Accrued expenses                           759             400                                               1,580
  TOTAL CASH FLOWS FROM                     2,625        (4,572)             -0-             (43)                 10
OPERATIONS

NET INCREASE (DECREASE) IN CASH             2,625        (4,572)             -0-             (43)                 10
CASH BALANCE BEGINNING OF PERIOD            2,000         4,625           4,625                53            -0-    
CASH BALANCE END OF PERIOD                 $4,625            $53         $4,625              $10                $10 

</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

May 31, 1997                 Net loss                                                 (5,377)     (5,377)
                                                                        
May 31, 1997               38,484,549           384,845             $-0-           $(386,372)    $(1,527)

Unaudited
August 31, 1997              Net loss                                                    (43)        (43)
August 31, 1997           38,484,549          $384,845             $-0-            $(386,415)    $(1,570)


</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, 1997.

2. NET INCOME PER SHARE

     Primary  earnings  per share  are  based on the  total  number of shares of
common stock  outstanding  on August 31, 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 August
31, 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  August  31,   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 :
<TABLE>
<CAPTION>

                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
<S>                                 <C>                                                          <C>
Cash                                $10                                                          $10
Total cash and
  cash equivalents                  $10                                                          $10                       
 

</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 three months ended August 31, 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 three  months  ended  August  31,  1997 as
compared to the three months ended August 31, 1996

     Revenues were $-0- for the nine months ended August 31, 1997 as compared to
$6,500 for the three months  ended August 31, 1996.  Costs of goods sold for the
three months ended August 31, 1997,  were $0 as compared to $9,462 for the three
months  ended  August 31,  1996 . The cost of goods sold  percentage  during the
first  quarter  of  fiscal  1997  remains  approximately   consistent  with  the
percentage during the first quarter of fiscal 1996.

     General and administrative costs for the three months ended August 31, 1997
were $43, an decrease  of $9,505  over  expenses of $9,462 for the three  months
ended August 31, 1995.

     Liquidity  and capital  resources  as of the end of the three  months ended
August 31, 1997.

     The Company's cash balance was $10 and negative  working capital was $1,570
as at August 31, 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 August 31, 1996, the Company has a tax loss carry-forward
of $382,597.  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

 





<PAGE>