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, 1996                               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, 1996
                   (Aggregate market value of the voting stock
                      held by non-affiliates of registrant)

              38,985,549 shares, $.Ol par value, as of May 31, 1996
     (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 Report of Registrant on Form 10-K for the
                         fiscal year ended May 31, 1988






                                                      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,  1958  under  the name of
"Inter-County  Premium Advancing Corp." On May 2, 1966, 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 1944 as amended.  On June 22, 1966,
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 1971,  respectively,  pursuant  to
shareholder  approval granted at a meeting of Registrant's  shareholders held on
November 25, 1970,  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  1966  until  the Fall of 1973,  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 1973, 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, 1973, 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, 1973,  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,  1977, 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,  1996  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, 1996.


                                                      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, 1996, there were  approximately  894 holders of the
               Company's Common Stock.

         (c)  No dividends were paid during the fiscal year ending May 31, 1996.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATION for the year ended May 31, 1995 and 1996
                --------------------------------------------------------------

     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,  1996 as compared to the
year ended May 31, 1995.

     Revenues  were  $127,100  for the year ended May 31,  1996 as  compared  to
$40,000 for the year ended May 31, 1995.  Costs of goods sold for the year ended
May 31,  1996,  were  $0 as  compared  to $0 for the  year  ended  May 31,  1995
representing  a cost of goods sold  percentage  of 0% for the three months ended
May 31, 1996 as compared to 0% for the three months ended May 31, 1995. The cost
of goods  sold  percentage  during  the first  quarter  of fiscal  1996  remains
approximately  consistent with the percentage during the first quarter of fiscal
1995.

     General  and  administrative  costs for the year  ended  May 31,  1996 were
$124,475, an increase of $86,475 over expenses of $38,000 for the year ended May
31, 1995.

     Liquidity  and  capital  resources  as of the end of the year ended May 31,
1996.


     The Company's cash balance was $4,625 and working  capital was $3,850 as at
May 31, 1996.  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, 1996, the Company has a tax loss carry-forward of
$380,995.  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.

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, 1996.

<PAGE>
                                                     PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL 
         PERSONS OF REGISTRANT
<TABLE>
<CAPTION>


Name                                    Age                   Position

<S>                                     <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 1961 to 1972, 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  1968.  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 1972 , 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
1972,  Captain Hueber served in the military,  a career which began in 1946 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, 1996.



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, 1996,  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 7th Street
New York, NY  10021
</TABLE>


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no related party transactions during the 
fiscal year ended May 31, 1996.

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, 1996.

     (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,  1996 and the
related  statements of operations,  cash flows and shareholders'  equity for the
years  ended  May  31,  1995  and  1996.  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 our 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,  1996 and the related  statements  of  operations,  cash flows and
shareholders'  equity for the years  ended May 31,  1995 and 1996 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.
 
April 14, 1998
Paterson, New Jersey

<PAGE>
<TABLE>
<CAPTION>

                           MARITIME TRANSPORT & TECHNOLOGY, INC.
                               (A Development Stage Company)
                                        BALANCE SHEET
                                        MAY 31, 1996

                                  Assets
Current assets
<S>                                                                                   <C>   
  Cash                                                                                $4,625




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


Capital stock
  Common stock-authorized 80,000,000 common shares, par value $.01 each,             384,845
at May 31, 1996 the shares outstanding was 38,484,549
  Additional paid in capital                                                             -0-
  Deficit accumulated during development stage                                     (380,995)
Total stockholders' equity                                                            3,850 
Total liabilities and stockholders' equity                                           $4,625 


</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,
                                           1995             1996             1996
<S>                                           <C>            <C>                <C>     
Income                                        $40,000        $127,100           $167,100
Less cost of goods sold                                           -0-                  
                                                  -0-                                -0-
Gross profit                                   40,000         127,100            167,100

Operations:
  General and administrative                   38,000         124,475            162,475
  Depreciation and amortization              -0-              -0-               -0-     
  Total expense                                38,000         124,475            162,475

Net profit before Federal Income                2,000           2,625              4,625
taxes

Corporate  Income tax                             421            354                775 

Net Profit (Loss)                               1,579         $2,271             $3,850 


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>
<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,
                                                                     1995            1996             1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                     <C>             <C>                <C>   
  Net loss                                                              $1,579          $2,271             $3,850
  Depreciation                                                             -0-             -0-                -0-
Adjustments
  Accrued expenses                                                        421             354                775 
  TOTAL CASH FLOWS FROM OPERATIONS                                       2,000           2,625              4,625

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

</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

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



</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 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, 1996 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
$381,400  for the  period  from  inception,June  26,  1968 to May 31,  1995  and
generated a minimal profit of $3,850 for the period from  reorganization,  (June
1, 1994) to May 31, 1996. 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, 1996 and the related  statements of  operations,  retained  earnings and
cash flows for the years ended May 31, 1995 and 1996.

         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,
1996. 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,
1996,  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, 1996:
<TABLE>
<CAPTION>

                                                     Gross             Gross                     Estimated
                                                     Unrealized        Unrealized                Fair
         `                          Cost             Gains             Gains                     Value
                                    ------           -------------     -------------             -------------
<S>                                 <C>                                                          <C>   
Cash                                $4,625                                                       $4,625
Total cash and
  cash equivalents                  $4,625                                                       $4,625
                           =====                                                        =====
</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, 1995 and 1996, 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,  1996,  the Company has net  operating  loss carry  forwards for
income tax  purposes of $380,995.  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,  1996 are as
follows:
<TABLE>
<CAPTION>
                  
                  Deferred tax asset:
<S>                                                  <C>       
Net operating loss carry forward                     $  129,676
Valuation allowance                                  $( 129,676)
Net deferred tax asset                               $     -0-    
</TABLE>

     The Company recognized no income tax benefit for the loss generated for the
year ended May 31, 1995 and 1996.

     The Company recognized no income tax benefit from the loss generated in the
year ended May 31,  1996.  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,  1996,  one  transaction  was  completed  and the  other  was
abandoned for non-performance by the client.

         b. Contingent Liabilities

     As of May 31, 1996,  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.



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                                                    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 & CEO



     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  BERLEITNER
                                                     PRESIDENT, DIRECTOR







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