SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


         May 31, 1995                               0-8880
         (For fiscal year ended)                    (Commission file no.)

                      MARITIME TRANSPORT & TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

          New York                                         11-2196303
     (State of other jurisdiction of          (I-R.S. employer
      incorporation or organization)           Identification no.)

         108 Main St.
         Stamford, NY                             12167-1137
     (Address of principal office)                (Zip code)

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

Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act:

                                Common stock, $.01 par value per share

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

                  Yes X                     No ____

                                              $ 0 as of May 31, 1995
                                    (Aggregate market value of the voting stock
                                       held by non-affiliates of registrant)

     38,985,549  shares,  $.Ol par value,  as of May 31, 1995  (Number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date)

                       DOCUMENTS INCORPORATED BY REFERENCE
                                   INTO Part I

                Annual Reports of Registrant on Form 10-K for the
                         fiscal year ended May 31, 1988




<PAGE>

                                                      PART I

ITEM 1. BUSINESS

     Maritime  Transport & Technology,  Inc. (the "Registrant") was incorporated
under  the laws of the  State of New York on June  26,  1968  under  the name of
"Inter-County  Premium Advancing Corp." On May 2, 1976, Registrant acquired 100%
(1,300,000  shares) of the issued and outstanding  common stock,  $.Ol par value
per share, of Delhi Chemicals, Inc., a New York corporation,  in exchange for an
aggregate of 1,300,000  newly-issued  shares of the common stock of  Registrant.
The foregoing  constituted a tax-free exchange within the meaning of Section 368
(A)(1)(B)  of the Internal  Revenue  Code of 1954 as amended.  On June 22, 1976,
pursuant to a  Certificate  of Merger  filed with the  Secretary of State-of New
York,  Delhi  chemicals,  Inc.  was merged into the  Registrant  and  Registrant
amended  its  certificate  of  incorporation  so as to change its name to "Delhi
Chemicals,  Inc."  in  January  and  April of 1981,  respectively,  pursuant  to
shareholder  approval granted at a meeting of Registrant's  shareholders held on
November 25, 1980,  Registrant's  certificate of incorporation was amended so as
to change its authorized  common stock from 4,000,000 to 6,000,000  shares,  and
its name to "Delhi Consolidated Industries, Inc."

     From  May  1976  until  the Fall of 1983,  Registrant  was  engaged  in the
furniture  refinishing  products  business as the  distributor and franchiser of
"Houck's Process" furniture and metal stripping and refinishing products. In the
Fall of 1983, after  experiencing  eight (8) successive fiscal quarters in which
operating  losses were incurred,  Registrant  discontinued  all active  business
operations.  Registrant has not engaged in any active business  operations since
such discontinuance.

     On June 22, 1983, Registrant's  shareholders approved a one-for-two reverse
split of all of  Registrant's  issued and  outstanding  common  stock,  $.Ol par
value,  per share,  effective July 27, 1983,  resulting in there being 4,886,347
shares of  Registrant's  common  stock  outstanding  after  such  reverse-split.
Subsequently,   Registrant   rescinded  the  issuance  of  680,000   Shares  for
non-delivery of consideration.  (See Note 6E) Accordingly,  there were 9,311,019
shares of common stock issued and outstanding.  All references to the issued and
outstanding  stock of Registrant,  appearing  hereinafter  in this report,  give
effect to the foregoing stock split.

     In December,  1987, The Company agreed to purchase from Maritime  Transport
and Technology,  Inc. patents, metal forging engineering designs and technology.
The  Company  issued  4,990,000  shares  of  common  stock to  Maritime  for the
acquisition,  as a partial payment of a total consideration of 11,185,933 shares
of common stock and 7,100 shares of preferred  stock.  Subsequently,  additional
shares were issued, primarily in exchange for cancellation of debt owed to James
Howell, President of the Company, bringing the total number of shares issued and
outstanding to 38,985,549.

     The Company is presently  inactive  and has no  operations.  The  Company's
current  business  plan is  limited  to  seeking to  acquire,  in  exchange  for
securities  of the  Company,  assets  or a  business.  No  agreements  regarding
acquisition  of any such  assets have been  entered  into as of the date of this
Form 10-KSB.


<PAGE>
ITEM 2. PROPERTIES

     Registrant has no  operations,  and does not lease or own any properties or
equipment.  The  Company's  President  provides the Company with limited  office
space in his offices at no charge.


ITEM 3. LEGAL PROCEEDINGS

     As at  May  31,  1995  and  the  filing  date  hereof,  no  material  legal
proceedings  were  pending to which the  Registrant  or any of its  property  is
subject,  nor to the  knowledge  of the  Registrant  are such legal  proceedings
threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Registrant  submitted no matters to a vote of its security  holders  during
its fiscal year ended May 31, 1995.


                                                      PART II

ITEM 5. MARKET FOR REGISTRANTIS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)      The company's Common Stock has not been traded since 1993.

     (b) As of May  31,  1995,  there  were  approximately  894  holders  of the
Company's Common Stock.

         (c)  No dividends were paid during the fiscal year ending May 31, 1995.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.


       For the nine months ended May 31, 1994 and 1995

                 


     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 year ended May 31, 1995  as compared
       to the year ended May 31, 1994

     Revenues  were $0 for the year ended May 31, 1995 as compared to $0 for the
year ended May 31,  1994.  Costs of goods sold for the year ended May 31,  1995,
were $0 as compared to $0 for the year ended May 31, 1994 representing a cost of
goods sold  percentage of 0% for the three months ended May 31, 1995 as compared
to 0% for the three months ended May 31, 1994. The cost of goods sold percentage
during the first quarter of fiscal 1995 remains  approximately  consistent  with
the percentage during the first quarter of fiscal 1994.



     General and  administrative  costs for the year ended may 31, 1995 were $0,
an increase of 0% over expenses of $0 for the year ended May 31, 1994.



     Liquidity  and  capital  resources  as of the end of the year ended May 31,
1995.

      

     The Company's cash balance was $-0- and working  capital was $-0- as at May
31, 1995. 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 May 31, 1995, the Company has a tax loss carry-forward of
$384,845.  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>

Financial Condition

     During 1995 the  Company  was  inactive,  as it was in 1994.  Therefore  no
changes have occurred in the Company's financial  condition.  The minor expenses
which occur from time to time have been paid by the Company's  President  during
1995 and he will continue to pay such expenses until a new business is acquired.

ITEM 7. FINANCIAL STATEMENTS

The financial statements are attached hereto at page XX.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

The Company did not change accountants for the fiscal year ending May 31, 1995.


<PAGE>
<TABLE>
<CAPTION>
                                                     PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF REGISTRANT


Name                                      Age                 Position

<S>                                        <C>                <C>                      
James A. Howell                            51                 President and Chief
                                                              Executive Officer
Frederick P. Hueber                        62                 Director

</TABLE>

     James A.  Howell.  Mr.  Howell has been  President  and a  director  of the
Company  since 1988.  Mr.  Howell is also  president  and a principal  of Abbott
Warwick & Co., Ltd., a firm specializing in financial management,  planning, and
advisory services to foreign financial  institutions and domestic  corporations.
From 1971 to 1982, Mr. Howell was employed,  in various capacities,  by Chemical
Bank, New York. His position at Chemical Bank included marketing officer, deputy
general manager,  and manager. Mr. Howell was appointed a vice president by such
institution  in  1978.  In  1968,  he  received  a B.S.  in  Economics  from the
University  of  Bridgeport,  and from 1968 to 1970 Mr. Howell served in the U.S.
Army.


     Frederick  P.  Hueber.  Captain  Hueber has been a director  of the Company
since  1988.  Captain  Hueber  has been,  since 1982 , the  president  of Hueber
Associates,  Inc., a technical marketing and management consulting  corporation,
which  provides  expert  support  in areas  related to  defense  and  commercial
systems,  with special  expertise  and  experience in  management,  research and
development,   acquisitions,   technology  transfer  control,   industrial  base
initiatives and offset and counter-trade development and accommodation. Prior to
1982,  Captain Hueber served in the military,  a career which began in 1956 as a
naval  aviator.  During  his 27 years of  service,  he served  in all  fields of
aviation command and management  structures.  He was an experimental  test pilot
for four years and held  squadron  command,  and then moved into  management  at
staff  levels  for both the  Chief of Naval  Operations  and the  Chief of Naval
Material.   Captain  Hueber  received  a  B.S.  in  mathematics  from  Villanova
University,  graduated from the U.S. Navy Test Pilot School,  received a M.S. in
science and business from the  University of Rochester,  attended the Industrial
College of Armed Forces, and attended the Executive Development-Business program
at the University of Virginia.


ITEM 10. EXECUTIVE COMPENSATION

     No  compensation  was paid to any officer or director of the Company during
the fiscal year ending May 31, 1995.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  with  respect to the share
ownership,  as of May 31, 1995,  of those  persons known to Registrant to be the
beneficial owners of more than 5% of Registrant's  common stock, $.Ol par value,
and by Re-gistrant's officers and directors:
<TABLE>
<CAPTION>


                                            Number of                           Percentage
Name                                          Shares                            of shares
                                            Owned                               owned


<S>                                          <C>                                <C>
James A. Howell                              4,680,000                          12%
161 W. 15th Street
New York, NY  10011

Maritime Transport &                        20,129,975                          51.6%
Technology
161 W. 15th Street
New York, NY  10011

Booth Graham & Nunez                         4,727,900                          12.1%
439 East 76th Street
New York, NY  10021

</TABLE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There  were no related  party  transactions  during  the fiscal  year ended
December 31, 1995.

Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

     (a) All required  exhibits are  incorporated  herein by reference  from the
Company's Form 10-K filed for the year ending May 31, 1988.

     (b) No Financial Statement Schedules or reports on Form 8-K are required to
be filed herewith.

                                     <PAGE>
                                 THOMAS MONAHAN
                           CERTIFIED PUBLIC ACCOUNTANT
                              208 LEXINGTON AVENUE
                           PATERSON, NEW JERSEY 07502
                              Voice (973) 790-8775
                               Fax (973) 790-8845

To The Board of Directors and Shareholders
of  Maritime Transport & Technology, Inc. ( a development stage company)

     I have  audited the  accompanying  balance  sheet of  Maritime  Transport &
Technology,  Inc.  (a  development  stage  company)  as of May 31,  1995 and the
related  statements of operations,  cash flows and shareholders'  equity for the
years  ended  May  31,  1994  and  1995.  These  financial  statements  are  the
responsibility of the company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting   principles  and   significant   estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  the  financial  position  of  Maritime  Transport &
Technology,  Inc. ( a  development  stage  company)  as of May 31,  1995 and the
related  statements of operations,  cash flows and shareholders'  equity for the
years  ended  May 31,  1994  and  1995 in  conformity  with  generally  accepted
accounting principles.

     The  accompanying  financial  statements  have been prepared  assuming that
Maritime  Transport &  Technology,  Inc. ( a  development  stage  company)  will
continue as a going concern.  As more fully described in Note 2, the Company has
incurred  operating  losses since inception and requires  additional  capital to
continue  operations.   These  conditions  raise  substantial  doubt  about  the
Company's ability to continue as a going concern. Management's plans as to these
matters are  described in Note 2. The  financial  statements  do not include any
adjustments  to  reflect  the  possible  effects  on  the   recoverability   and
classification of assets or the amounts and  classifications of liabilities that
may result from the possible inability of Maritime Transport & Technology,  Inc.
(a development stage company) to continue as a going concern.



/s/ Thomas Monahan

Thomas P. Monahan, C.P.A.                                
 
April 14, 1998
Paterson, New Jersey

<PAGE>
<TABLE>
<CAPTION>

                           MARITIME TRANSPORT & TECHNOLOGY, INC.
                               (A Development Stage Company)
                                        BALANCE SHEET
                                        MAY 31, 1995

                                  Assets
Current assets
<S>                                                                                   <C>   
  Cash                                                                                $2,000




Total assets                                                                          $2,000
                            Liabilities and Stockholders' Equity
Current liabilities
  Accrued taxes                                                                         $421


Capital stock
  Common stock-authorized 80,000,000 common shares, par value $.01 each,             384,845
at May 31, 1995 the shares outstanding was 38,484,549
  Additional paid in capital                                                             -0-
  Deficit accumulated during development stage                                     (383,266)
Total stockholders' equity                                                            1,579 
Total liabilities and stockholders' equity                                           $2,000 

</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     reorganization
                                              ended            ended      (June 1, 1994) to
                                             May 31,          May 31,          May 31,
                                               1994             1995             1995
<S>                                                  <C>          <C>                <C>    
Income                                               $-0-         $40,000            $40,000
Less cost of goods sold                               -0-                                  
                                                                      -0-                -0-
Gross profit                                          -0-          40,000             40,000

Operations:
  General and administrative                          -0-          38,000             38,000
  Depreciation and  amortization                      -0-        -0-                -0-     
  Total expense                                       -0-          38,000             38,000

Profit before corporate income taxes                                2,000              2,000

Corporate taxes                                                       421                421

Net Profit (Loss)                                    $-0-          $1,579             $1,579


Net income (loss)  per share                        $0.00           $0.00              $0.00
Number of shares outstanding                  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     reorganization
                                                                    ended           ended      (June 1, 1994) to
                                                                   May 31,         May 31,          May 31,
                                                                     1994            1995             1995
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>           <C>                <C>   
  Net loss                                                                $-0-          $1,579             $1,579
  Depreciation                                                             -0-             -0-                -0-
Adjustments
  Accrued expenses                                                                        421                421 
  TOTAL CASH FLOWS FROM OPERATIONS                                         -0-           2,000              2,000

NET INCREASE (DECREASE) IN CASH                                            -0-           2,000              2,000
CASH BALANCE BEGINNING OF PERIOD                                           -0-         -0-                -0-    
CASH BALANCE END OF PERIOD                                                $-0-         $2,000             $2,000 
</TABLE>


                               See accompanying notes to financial statements.

<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

</TABLE>

<PAGE>

         Note 1. Organization of Company and Issuance of Common Stock



         a. Creation of the Company



     Maritime Transport & Technology,  Inc. (the "Company") was formed under the
laws of the State of New York on June 26,  1968  under the name of  Inter-County
Premium Advancing Corp. with an authorized  capital of 200 common shares, no par
value.  On May 21, 1969, the Company  amended its  certificate of  incorporation
changing  its name to  Intercounty  Premium  Advancing  Corp.  and  amending the
authorized number of shares to 2,000,000,  $.01 par value. On November 15, 1971,
the Company  amended its certificate of  incorporation  changing its name to IPA
Enterprises  Corp.  On June 22, 1976,  the Company  amended its  certificate  of
incorporation  changing its name to Delhi  Chemicals,  Inc. On April 2, 1981 the
Company  amended its  certificate  of  incorporation  changing its name to Delhi
Consolidated  Industries,  Inc.  On April 11,  1989,  the  Company  amended  its
certificate  of  incorporation   changing  its  name  to  Maritime  Transport  &
Technology,  Inc. and increasing  the number of shares  authorized to 40,000,000
common  shares with a par value of $.01.  A correction  to the  amendment to the
certificate of incorporation  dated April 11, 1989 was filed changing the number
of common  shares  authorized  to issue to 80,000,000  common  shares,  $.01 par
value.



         b. Description of the Company



     The Company was dormant until 1994, when management entered the business of
rendering financial consulting services.



         c. Issuance of Common Stock



     The number of common shares  outstanding at May 31, 1994 is 38,484,549.  No
other shares have been issued.



         Note 2-Summary of Significant Accounting Policies



         a. Basis of Financial Statement Presentation



     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$383,266  for the  period  from  inception,  June 26,  1968 to May 31,  1995 and
generated a minimal profit of $1,579 for the period from  reorganization,  (June
1, 1994) to May 31, 1995. These factors indicate that the Company's continuation
as a going concern is dependent upon its ability to obtain  adequate  financing.
The Company's  expenses are being paid by  management.  The Company will require
additional  funds to finance its  business  activities  on an ongoing  basis and
enter into a profitable business. The Company's future capital requirements will
depend on numerous factors including,  but not limited to, continued progress in
finding a  profitable  business  activity.  The Company  plans to engage in such
ongoing financing efforts on a continuing basis.



     The financial  statements  presented  consist of the balance sheet of as of
May 31, 1995 and the related  statements of  operations,  retained  earnings and
cash flows for the years ended May 31, 1994 and 1995.



         b. Cash and Cash Equivalents



     The Company treats temporary investments with a maturity of less than three
months as cash.



         d. Earnings per share



     Earnings  per share  have  been  computed  on the basis of total  number of
shares  outstanding at May 31, 1995. On that date there were  38,484,549  common
shares outstanding.



         e. Revenue recognition



     Revenue is recognized when products are shipped or services are rendered.



         f.  Use of Estimates



     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.



         Note 3 - Related Party transactions



         a. Leased Office Space



     The Company leases office space from the Company's President rent free on a
month to month basis at Apt. 7A, 161 West 15th Street, New York, N.Y. 1011.



         b. Officer Salaries



         No officer received a salary or other benefits in excess of $100,000.



         Note 4 -  Marketable Securities, Available for Sale



     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 May 31,
1995,  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, 1995:
<TABLE>
<CAPTION>

                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
<S>                                 <C>                                                          <C>   
Cash                                $2,000                                                       $2,000
Total cash and

         cash equivalents           $2,000                                                       $2,000
                           =====                                                        =====
</TABLE>

         Note 5 - Income Taxes



     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any,  represent  the future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of May 31, 1994 and 1995, the Company
had no material  current tax liability,  deferred tax assets,  or liabilities to
impact on the  Company's  financial  position  because  the  deferred  tax asset
related to the Company's net operating loss carryforward and was fully offset by
a valuation allowance.



     At May 31,  1995,  the Company has net  operating  loss carry  forwards for
income tax  purposes of $383,266.  These  carryforward  losses are  available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization  of this  carryforward  against  future  taxable  income  may become
subject to an annual  limitation due to a cumulative  change in ownership of the
Company of more than 50 percent.



     The  components  of the net  deferred  tax asset as of May 31,  1995 are as
follows:
<TABLE>
<CAPTION>

  Deferred tax asset:
<S>                                                            <C>       
  Net operating loss carry forward                             $  130,310
  Valuation allowance                                           $( 130,310)
  Net deferred tax asset                                        $     -0-    

</TABLE>


     The Company recognized no income tax benefit for the loss generated for the
year ended May 31, 1994 and 1995.



     The Company recognized no income tax benefit from the loss generated in the
year ended May 31,  1995.  SFAS No. 109 requires  that a valuation  allowance be
provided if it is more  likely  than not that some  portion or all of a deferred
tax asset will not be realized.  The Company's ability to realize benefit of its
deferred  tax asset will  depend on the  generation  of future  taxable  income.
Because the Company has yet to  recognize  significant  revenue from the sale of
its products,  the Company  believes that a full valuation  allowance  should be
provided.



         Note 6 - Commitments and  Contingencies



         a. Financial consulting Agreements



     During the year,  the Company  entered  into various  financial  consulting
agreements with various  clients under similar terms and conditions  whereby the
client is desirous of  exchanging  all of its assets with the Company  through a
subsidiary  which the  Company  will  create.  The  Company  completed  two such
transactions   and   distributed   the  stock  of  these   subsidiaries  to  its
shareholders.  Thus spinning the  subsidiary  off and turning the management and
managerial control of the subsidiary over to the client.



     As of May 31,  1995,  one  transaction  was  completed  and the  other  was
abandoned for non-performance by the client.



         b. Contingent Liabilities



     As of May 31, 1995,  the Company had no other  commitments  or  liabilities
pending.



         Note 7 - Business and Credit Concentrations



     The amount  reported in the financial  statements for cash,  trade accounts
receivable  and  investments   approximates  fair  market  value.   Because  the
difference  between  cost and the  lower of cost or  market  is  immaterial,  no
adjustment has been recognized and investments are recorded at cost.



     Financial  instruments that potentially  subject the company to credit risk
consist principally of trade receivables. Collateral is generally not required.



         Note 8 - Development Stage Company



     The Company is considered  to be a  development  stage company with minimal
operations.  The  Company  is  dependent  upon the  financial  resources  of the
Company's  management  for its  continued  existence.  The Company  will also be
dependent upon its ability to raise additional capital to engage in any business
activitiy. Since its re-organization, the Company's activities have been limited
to maintaining  the Company's  existence,  rendering  some financial  consulting
services and is seeking profitable business operations.



         Note 9 - Subsequent Events



     Subsequent to balance sheet date,  the Company  entered into two additional
financial consulting agreements aggregating $100,000 in fees.


<PAGE>

                                                    SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.




DATE:  May 2, 1998                  By: /s/ George Bergleitner      
                                        GEORGE BERGLEITNER
                                        President, Chief Executive and
                                        Financial Officer



     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.




         DATE:  May 2, 1998                 By: /s/ George Bergleitner
                                                  GEORGE BERGLEITNER
                                                     President, Director









<PAGE>