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. 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 February 28, 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, 1998,  and the results
of operations and cash flows for the three month periods ended February 28, 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, 1996 and 1997.

<PAGE>
<TABLE>
<CAPTION>

                                  MARITIME TRANSPORT & TECHNOLOGY, INC.
                                      (A Development Stage Company)
                                              BALANCE SHEET
                                                                                        February 28,
                                                                      May 31,               1998
                                                                        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 February 28, 1998 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 nine     For the nine     reorganization
                                    ended            ended       months ended     months ended   (June 1, 1994) to
                                   May 31,          May 31,      February 28,     February 28,      February 28,
                                     1996             1997           1997             1998              1998
<S>                                    <C>              <C>             <C>                 <C>            <C>     
Income                                 $127,100         $53,536         $26,535             $-0-           $220,636
Less cost of goods sold                     -0-         -0-             -0-                  -0-                  
                                                                                                                -0-
Gross profit                            127,100          53,536          26,535              -0-            220,636

Operations:
  General and administrative            124,475          58,108          30,865               43            220,626
  Depreciation and                      -0-                              -0-                -0-            -0-     
amortization
  Total expense                         124,475          58,108          30,865               43            220,626

Net profit before Federal                 2,625         (4-4572         (4,330)                                  10
Income taxes

Federal Income tax                         354             805              -0-                              1,580 

Net Profit (Loss)                       12,271         $(5,377)        $(4,330)            $(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 nine     For the nine     reorganization
                                      ended           ended       months ended     months ended   (June 1, 1994) to
                                     May 31,          May 31,     February 28,     February 28,      February 28,
                                       1996            1997           1997             1998              1998
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                                        <C>          <C>             <C>                 <C>             <C>     
  Net loss                                 $1,866       $(4,972)        $(4,330)            $(43)           $(1,570)
  Depreciation                                -0-            -0-             -0-              -0-                -0-
Adjustments
  Accrued expenses                           759             400                                               1,580
  TOTAL CASH FLOWS FROM                     2,625        (4,572)         (4,330)             (43)                 10
OPERATIONS

NET INCREASE (DECREASE) IN CASH             2,625        (4,572)         (4,330)             (43)                 10
CASH BALANCE BEGINNING OF PERIOD            2,000         4,625           4,625                53            -0-    
CASH BALANCE END OF PERIOD                 $4,625            $53            $295             $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> 
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                                                 (4,972)      (4,972)
                                                          
May 31, 1997                38,484,549           384,845              $-0-          $(386,372)     $(1,527)

Unaudited
February 28, 1998             Net loss                                                    (43)         (43)
February 28, 1998          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 February 28, 1998. 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,  1998,  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,  1998,   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>


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, 1997 and 1998
                -----------------------------------------------------

     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,  1998 as
compared to the nine months ended February 28, 1997


     Revenues were $-0- for the nine months ended  February 28, 1998 as compared
to $9,253 for the nine months ended  February 28, 1997.  Costs of goods sold for
the nine months ended February 28, 1998,  were $0 as compared to $0 for the nine
months ended February 28, 1997  representing a cost of goods sold  percentage of
0% for the three months ended  February 28, 1998 as compared to 0% for the three
months ended  February 28, 1997.  The cost of goods sold  percentage  during the
third  quarter  of  fiscal  1998  remains  approximately   consistent  with  the
percentage during the third quarter of fiscal 1997.

     General and  administrative  costs for the nine months  ended  February 28,
1998 were $43,  an  decrease  of $13,522  over  expenses of $13,565 for the nine
months ended February 28, 1997.

     Liquidity  and capital  resources  as of the end of the nine  months  ended
February 28, 1998.

     The Company's cash balance was $10 and negative  working capital was $1,570
as at February 28, 1998.  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,  1998,  the  Company  has  a  tax  loss
carry-forward  of  $386,415.  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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