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, 1999                               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.)

      1535 Memphis Junction Road
      Bowling Green, KY                             42101
     (Address of principal office)                (Zip code)

                                  (502) 781 - 8453
              (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 ____

                       $1,088,285 as of September 13, 1999
                   (Aggregate market value of the voting stock
                      held by non-affiliates of registrant)

         14,787,955 shares, $.Ol par value, as of May 31, 1999

     (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 Forms 10-K for the
                fiscal year ended May 31, 1997 and 1998


                                     PART I

ITEM 1. BUSINESS

    EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS ANNUAL REPORT ON FORM 10-K ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THE TIMELY DEVELOPMENT, INTRODUCTION
AND ACCEPTANCE OF NEW PRODUCTS, DEPENDENCE ON OTHERS, THE IMPACT OF COMPETITIVE
PRODUCTS, PATENT ISSUES, CHANGING MARKET CONDITIONS AND THE OTHER RISKS DETAILED
THROUGHOUT THIS FORM 10-K. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED. THESE FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S JUDGMENT AS
OF THE DATE OF THE FILING OF THIS FORM 10-K. THE COMPANY DISCLAIMS, HOWEVER, ANY
INTENT OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

     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.   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.

     In May, 1998, the Company completed the reverse acquisition of B.G. Banking
Equipment,  Inc., ("B.G.  Banking") and Financial Building  Equipment  Exchange,
Inc., ("FBEE"), Kentucky corporations. This merger had an effective date of June
1, 1998.  In that  transaction,  the Company  purchased  all of the  outstanding
shares of B.G. Banking Equipment, Inc., in exchange for 11,282,250 shares of the
Company's common stock.  Prior to this exchange,  the Company had done a ten for
one reverse split which had left the Company with 3,848,455 common shares issued
and outstanding. After the completion of the merger, the amount of the Company's
common stock issued and outstanding was 15,130,705.


     The  Registrant  sells and services new, used and  reconditioned  automated
teller  machines  (ATMs),  electronic  and physical  security  systems,  various
products  used to  equip  bank  facilities,  software  and  systems  for  global
financial  and  commercial  markets.  Sales of systems  and  equipment  are made
directly to customers by the registrant's  sales personnel and by manufacturer's
representatives and distributors.  The sales/support  organization works closely
with  customers  and their  consultants  to analyze and  fulfill the  customers'
needs.  Products  are sold under  contract  for future  delivery  at agreed upon
prices.

INDUSTRY

     In the past several years, acquisitions and mergers in the banking industry
have resulted in many large bank holding  companies.  Manufacturers  and service
companies  have not kept pace with the new larger  banks.  Geographic  spread of
branches  has  created  servicing  problems.  Many  banks are unable to find and
purchase equipment needed for their day to day banking needs. Part of the reason
for  this  is the  fact  that  the  large  banks  have  hired  away  most of the
experienced  buyers,  and the smaller banks are now faced with less  experienced
staff,  lower  amounts of funds  available  for  purchases in  comparison to the
larger banks, and limited  geographical  access to suppliers.  Even though there
are smaller  service  companies in almost every area,  they still cannot provide
service to many of these small banks because of the lack of available parts. The
result is a large number of "home town" or limited branch banks which are unable
to keep pace with the larger banks in terms of their  access to and  acquisition
of much of the  equipment  needed to manage  the bank - bank  equipment  such as
vault doors, safes, driveup equipment and ATM's.

<PAGE>

THE SERVICE

     Because the Company handles pre-owned  equipment,  it has been able to sell
many parts desired by banks. The Company is now in the process of cataloging all
parts and equipment.  The Company thus has  specialized  equipment that does not
age, such as vault doors, safes, and deposit boxes. Most of this equipment costs
more to manufacture than the price for which the Company can sell it. The larger
banks are now  outsourcing  to facilities  maintenance  groups.  The Company has
become an outsource resource,  including new equipment,  pre-owned equipment and
replacement  parts, and maintenance  personnel.  The Company views its market as
the smaller banks, and intends to act as an outsource operation for these banks,
supplying them with the know how,  sources,  and technical  expertise  needed to
acquire and maintain the equipment  necessary to run a bank in this day and age.
Because the Company uses  pre-owned  equipment,  it is able to do this at a very
competitive price.


THE COMPETITION

     The Company knows of several  other  entities  presently  competing for the
same market.  Many of these  Companies have greater  capital  resources,  larger
staffs and more  sophisticated  facilities  and more  experience in the industry
than the Company.  Such companies may more effectively  service clients than the
Company  and may be more  successful  than the  Company in their  servicing  and
marketing  of the  Company's  products.  There can be no  assurance  that  other
companies will not enter the markets  developed by the Company or its customers.
There can be no assurance that the Company will be able to compete  successfully
in the future with existing or new competitors.


EMPLOYEES

     Currently,  the  Company  employs  19 full time  employees,  Paul  Clark as
President,  Roberta Clark as corporate secretary and vice president. Two persons
are employed in sales, four persons are employed in office/clerical  capacities,
as  well  as one  bookkeeper  and  one  secretary.  In  addition  there  are six
installation personnel and three persons in service.

<PAGE>

ITEM 2. PROPERTIES

     The Company  presently  occupies 24,000 square feet of office and warehouse
space located at Building 1535 Memphis  Junction Road,  Bowling Green,  Kentucky
42101 for a monthly rent of $5,000  pursuant to a lease dated August 1, 1998 for
three years. This space is rented to the Company by Paul Clark, President of the
Company.

ITEM 3. LEGAL PROCEEDINGS

     As at  May  31,  1999  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.

     The Company intends to file a suit in the near future. Two of the Company's
past directors,  Andrew Seim and Alexander  Brosda,  acting and individually and
acting as  principals  of Taurus  Investments  International,  Inc.  ( a Bermuda
corporation)  (together "Taurus"),  acting as Directors of B.G. Banking prior to
its  acquisition  by the  Company and  subsequent  to the  acquisition  becoming
Directors of the Company, offered and sold on behalf of B.G. Banking what Taurus
has  admitted to being an  aggregate  of 304,500  shares of common stock of B.G.
Banking for an aggregate consideration of $304,500.  Taurus has remitted to B.G.
Banking and the Company a net proceeds of $109,673.05  and claims the difference
of  $194,826 be retained  by Taurus as payment  for  expenses  and  commissions.
Taurus has refused to disclose  the names and numbers of shares of common  stock
and refused to remit to the Company the proceeds of the shares sold.

     The  Company  intends to enter into a lawsuit  with  Taurus  demanding  the
balance of $194,826 that was improperly  withheld be remitted to the Company and
that Taurus disclose the names of the persons and the number of shares of common
stock sold to these  individuals.  As of May 31, 1999, Taurus has failed to turn
over the balance of money,  provide the names of the stock  subscribers  and the
number of shares of common purchased.


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, 1999.


                                       PART II

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

          (a)  Currently,  the Company's Common Stock is traded over the counter
               on the  Bulletin  Board.  Following is a chart of the Company's
               high and low bid information for each quarter within the last two
               fiscal years.  The listed quotations reflect inter-dealer prices,
               without retail mark-ip, mark-down, or commission, and may not
               represent actual transactions.

                                             High           Low
               Fiscal  Quarter (Year End)    4 1/2          1
               Ending May 31, 1999

               Fiscal Quarter Ending         4 1/4          1 1/8
               Ending February 28, 1999

               Fiscal Quarter Ending         2 5/8          1/4
               Ending November 30, 1998

               Fiscal Quarter Ending         .01            .01
               Ending August 31, 1998

               Fiscal Quarter (Year End)     .01            .01
               Ending May 31, 1998

               Fiscal Quarter Ending         .01            .01
               Ending February 28, 1998

               Fiscal Quarter Ending         1/4            55/100
               Ending November 30, 1997

               Fiscal Quarter Ending         1 3/4          1/4
               Ending August 31, 1997


          (b)  As of May 31,  1999,  there  were  approximately  901 holders  of
               the Company's Common Stock.

          (c)  No  dividends  were paid  during the fiscal  year  ending May 31,
               1999.


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

THE MATTERS DISCUSSED IN THIS MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION  AND RESULTS OF OPERATIONS  CONTAIN  FORWARD-LOOKING  STATEMENTS  THAT
INVOLVE  RISKS AND  UNCERTAINTIES.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HERE.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH  DIFFERENCES  INCLUDE,  BUT ARE NOT  LIMITED  TO,  THOSE  DISCUSSED  IN THE
SECTIONS  ENTITLED  "BUSINESS"  AND "RISK  FACTORS," AS WELL AS THOSE  DISCUSSED
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. THE COMPANY DISCLAIMS,  ANY INTENT
OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

OVERVIEW

      Maritime Transport & Technology (the "Company") was established in 1968.
The Company  remained  dormant for many years  until the Company  completed  the
acquisition of B.G.  Banking  Equipment,  Inc.,  ("B.G.  Banking") and Financial
Building Equipment Exchange, Inc., ("FBEE"), Kentucky corporations.  The Company
is now in the business of buying, selling,  trading both new and refurbishing of
financial  equipment  for banks and other  financial  institutions.  The Company
markets the products throughout the United States primarily through direct sales
to financial  insitutions  and other  distributors  supported  by the  Company's
direct  sales force and  soliciting  new  contacts  through its  presence on the
Internet.


    The Company anticipates that its results of operations may fluctuate for the
foreseeable  future  due to  several  factors,  including  whether  and when new
products at competitive prices are obtained and sources of good used banking and
banking related equipment and furniture  available at favorable  prices;  market
acceptance  of current or new  products,  delays,  or  inefficiencies,  shipment
problems,   seasonal  customer  demand,   the  timing  of  significant   orders,
competitive  pressures  on  average  selling  prices  and  changes in the mix of
products sold.

     Operating  results  would also be  adversely  affected by a downturn in the
market for the Company's  current and future  products,  order  cancellations or
order  rescheduling  or  remanufacturing  or delays.  The Company  purchases and
resells new and used merchandise and remanufactures and ships its other products
shortly after receipt of orders and has not developed a significant  backlog for
such  products and does not  anticipate  it will develop a material  backlog for
such products in the future.

    Because  the  Company is  continuing  to increase  its  operating  expenses,
primarily for personnel and activities supporting newly-introduced products, new
product  development and entering new markets,  the Company's  operating results
would be adversely affected if its sales did not correspondingly  increase or if
its product  development  efforts are unsuccessful or are subject to delays. The
Company  has  incurred  losses  due to the  payment of  consulting  fees and the
issuance of shares of common  stock in  consideration  for  consulting  expenses
charged to operations in lieu of the payment of cash.

The Company  may not  sustain  revenue  growth or return to  profitability  on a
quarterly or annual basis and its operating  results may not be consistent  with
predictions made by securities analysts.



RESULTS OF OPERATIONS

         The following  table sets forth  operating  data as a percentage of net
sales:
<TABLE>
<CAPTION>

                                                              YEAR ENDED MAY 31,
                                                       ------------------------------
                                                           1998        1999
                                                           ----------- -----------
   <S>                                                      <C>         <C>
   Net sales.....................................           -0-%        100%
   Cost of sales.................................           -0-%        51.7%
                                                             ---        -----

   Gross profit..................................           -0-%        48.3%

   Operating expenses:
     Selling, general and administrative.........            -0-%       38.2%
     Depreciation ...............................            -0-%       10.3%
                                                             -----       -----
      Total operating expenses...................            -0-%       48.5%

   Income (loss)  from operations................            -0-%       (2.6)%

   Corporate State Taxes                                     -0-%        0.7%
   Other income, net.............................            -0-%       (0.2)%
                                                             ----        ---
   Net loss......................................             -0-%      (3.5%)

</TABLE>

YEARS ENDED MAY 31, 1998 AND 1999

     NET SALES.  Net sales  increased 100% to  $1,933,737.  In 1999 from $-0- in
1998. The increase was primarily attributable to the acquisition of B.G. Banking
and FBEE.

     GROSS PROFIT.  Gross profit increased 100% to $933,890 in 1999 from -0-% in
1998  primarily as a result of  acquisition.  The gross profit for new equipment
was % versus a gross profit from the sale of used and refurbished  equipment was
%

   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 100% to $738,717 in 1999 from $53 in 1998. The
1999 Company's expanded sales force,  increased marketing activities  associated
with  new  products  and  the  availability  of  purchasing  of  used  equipment
opportunities  and potential new products,  and the expansion of  administrative
functions to support the Company's expanded operations and business  development
activities.


   BENEFIT (PROVISION) FOR INCOME TAXES. As a result of the pre-tax loss
recorded for 1999,  the Company not recorded a benefit for Federal  income taxes
of $154,313.  Instead the Company recognized no income tax benefit from the loss
generated in the year ended May 31, 1999. 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. The Company will continue to assess the likelihood
of  realization of such assets;  however,  if future events occur which make the
realization  of such assets more likely than not,  the Company will record a tax
benefit.  The Company is liable for the payment of a Corporate Kentucky State on
tangible assets.


LIQUIDITY AND CAPITAL RESOURCES

    The Company has historically  financed its operations  through revenues from
operations, private and public placements of equity securities, debt and capital
lease  financing and interest income earned on the net proceeds from the private
placements.  Since its reorganization,  the Company has raised over $ 169,000 in
cash proceeds from the private  placement of equity securities and $265,878 from
officer loans.

    During the year ended May 31, 1999,  the Company had negative cash flow from
operations  of  $229,228  in  spite  of a  positive  cash  flow  from  operating
activities of $178,929 essentially because of an increase in accounts receivable
of $87,381,  prepaid expenses of $400, inventory of $337,222, and a reduction in
accounts  payable and  accrued  expenses of $3,318.  Customer  deposits  payable
increased $8,717 and currect Corporate State tax liability increased by $11,447.

Other significant  business  activities  affecting cash included the purchase of
fixed assets of $38,026, an increase of Notes receivable non affiliated party of
$2,991, a payoff of a bank loan of $107,651 and the conversion of investor loans
payable into shares of common stock aggregating $93,100.

   During the year ended May 31, 1998,  the Company was dormant and generated no
cash flow except to pay some minimal expenses to maintain its existence of $53.

   The Company is  evaluating  various  alternatives  in  addressing  its future
facilities   expansion   needs.  The   alternatives   being  evaluated   include
negotiations  with various parties for the leasing of additional  facility space
and the purchase of additional  property to build a new or additional office and
warehousing  facility.  Relocation  to a new  facility or leasing of  additional
facility  space  would  be  expected  to  result  in an  increase  in rent  upon
occupancy.

    The Company believes that its available cash, cash from operations and funds
from  existing  credit  arrangements  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  additional  capital,  if  needed,  will be  available  on
satisfactory terms, if at all. Furthermore,  any additional equity financing may
be dilutive to  stockholders,  and debt  financing,  if  available,  may include
restrictive  covenants.  The  Company's  future  liquidity  and capital  funding
requirements will depend on numerous factors,  including the extent to which the
Company's  new  products  and  products  under  consideration  are  successfully
developed, gain market acceptance and become and remain competitive,  the timing
and results of regulatory actions in the banking industry,  the costs and timing
of  further  expansion  of  sales,   marketing  and  manufacturing   activities,
facilities  expansion  needs.  The  failure by the  Company to raise  capital on
acceptable  terms  when  needed  could  have a  material  adverse  effect on the
Company's business, financial condition and results of operations.

IMPACT OF YEAR 2000 ("Y2K") ISSUE

    The  Company is  implementing  a plan to ensure  its  system,  software  and
facilities  infrastructure  will function  properly with respect to dates in the
year 2000 and thereafter.  Key financial,  information  and operational  systems
have been  assessed and  approximately  90% of them have been  verified as being
compliant.  The Company is on schedule to have all remaining systems verified as
compliant by November  30,  1999.  All key  suppliers,  distributors,  financial
institutions  and others with whom it does business  have been  contacted by the
Company to assess their Y2K readiness,  and  approximately  60% have stated that
they are compliant or will be compliant before December 31, 1999. The Company is
continuing  to   communicate   with  key  suppliers,   distributors,   financial
institutions  and  others  and  believes  that  their  readiness  will  not pose
significant  operational  problems for the Company,  nor have a material adverse
effect on the  Company's  business.  To date the Company has expended  less than
$5,000  addressing the Y2K Issue and estimates the total cost of the project and
contingency plans, if necessary,  to be under $10,000.  The Company  anticipates
that the  Company  will be in  compliance  with Y2K  requirements  by the end of
December 15, 1999.

    However,  if such  modifications  and  conversions  are not  made or are not
completed  in a timely  fashion,  the Y2K Issue  could have a  material  adverse
impact on the  operations  of the  Company.  Additionally,  the systems of other
companies on which the Company's systems rely may not be timely converted, which
may have an adverse effect on the Company's systems.  The most likely worst case
scenario is that customers  would be unable to order products or pay invoices or
suppliers would be unable to manufacture or deliver  product.  This would result
in reduced  orders of products and the  inability of the Company to  manufacture
product.

    The Company  currently does not have contingency  plans in the event it does
not complete all phases of the Y2K program.  However,  management is considering
contingency  plans which  involve,  among  other  actions,  manual  workarounds,
increasing  inventories  of key  components  to  the  refurbishing  process  and
validating  alternate  vendors.  The Company plans to evaluate the status of the
contingency  plans  by  October  1999  and  determine  whether  such  plans  are
necessary.




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, 1999.

<PAGE>
                                                     PART III

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

 Name                      Age      Position
<S>                       <C>       <C>
 Paul Clark                 55      President, Director, and
                                    Chief Executive Officer
 Roberta Clark              54      Vice President, Secretary, and Director
 Albert Blankenship         65      Chief Financial Officer

</TABLE>

PAUL CLARK

     Mr. Clark is the founder of B.G.  Banking  Equipment,  Inc.  (Formerly  AAA
Alarms and  Services,  Inc.,  March  1977) He is also the  President  and CEO of
Financial  Building  Equipment  Exchange,  Inc.  He has  worked in a variety  of
management and sales positions in the electronic  security and banking equipment
industries  as well as the U.S.  Navy.  His  education  and  training  were from
several technical schools including an Industrial Electronics degree received in
1970.  Mr. Clark also received  medical  electronics  specialist  training as an
interior  communication  electrician  with the  United  States  Naval  Submarine
Service. Mr. Clark also attends specialized educational courses annually to stay
current in the field of security.

ROBERTA CLARK

     Ms.  Clark has been a director,  the  secretary  and Vice  President of the
Company  since  May,  1998.  From 1977 to 1998,  Ms.  Clark  served  in  similar
positions at AAA Alarms. She attended Colorado State University in Fort Collins,
Colorado.  In 1962 she  received a B.A.  in Art and in 1966 a Masters  Degree in
Art.

ALBERT E. BLAKENSHIP

     Mr. Blakenship is and has been since at least 1990 a practicing accountant.
He has  extensive  financial  experience in a variety of  industries,  with both
publicaly and privately  held  corporations.  He also managed  financial and tax
affairs for a variety of corporate clients.  Mr. Blakenship received his B.S. in
Business  Administration  from Bowling Green (KY) College of Commerce,  and is a
retired  U.S.  Army  officer.  He  holds  certificate  #871 for  state  board of
accountancy effective 2-14-62.



ITEM 10. EXECUTIVE COMPENSATION

     On June 1,  1998,  the  Company  agreed to Pay Mr.  Paul  Clark a salary of
$130,000 plus vacation time, health benefits and reimbursement for out of pocket
expensesMr. Paul Clark, President of the Company received an aggregate salary of
$129,600  consisting  of cash  payments  of $33,600  and the Company has accrued
$96,000 for the year ended May 31, 1999.

     Roberta Clark,  Secretary to the Company  received a salary of $21,600 plus
vacation and health benefits.

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


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, 1999,  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>
Paul Clark                                  6,631,815                           44.5%
1985 Claypool Alvaton Rd.
Bowling Green,  Kentucky 42101

Roberta Clark                               6,631,815                           44.5%
1985 Claypool Alvaton Rd.
Bowling Green,  Kentucky 42101

Albert Blankenship                          131,320                             0.8%
628 Sherwood Drive
Bowling Green,  Kentucky 42101



</TABLE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Following are the related party  transactions  during the fiscal year ended
May 31, 1999.



         a. Leased Office Space

     The Company has entered into a three year lease with Paul Clark,  President
of the Company beginning August 1, 1998, for the lease of an aggregate of 23,976
square  feet of office and  warehouse  space  located at Building  1535  Memphis
Junction Road, Bowling Green, Kentucky,  42101 for a monthly rent of $ 5,000 per
month.

     Rent paid pursuant to this lease agreement for the year ending May 31, 1999
is $60,000.


         b. Officer Salaries

     Mr. Paul Clark,  President of the Company  received an aggregate  salary of
$129,600  consisting  of cash  payments  of $33,600  and the Company has accrued
$96,000 for the year ended May 31, 1999.

     Roberta Clark,  Secretary to the Company and Mr.  Clark's wife,  received a
salary of $21,600 plus vacation and health benefits.


         c. Due to Related Parties

     Certain officers of the Company have the following amounts due as of August
31, 1997 and May 31, 1998 aggregating $34,081 and $133,844  respectively.  These
amounts are payable on demand without interest.

         d. Managerial Relationship

     Mr. Paul Clark is the President of both the Company, B.G. Banking and FBEE.
Paul and Roberta Clark are husband and wife.

         e. Change in Managerial Control

     On May 3, 1998, The Company entered into an Agreement with B.G. Banking and
FBEE,  pursuant these affiliated  entities  controlled my Paul and Roberta Clark
exchanged  all the  issued  and  outstanding  shares  of  common  stock of these
entities for 11,282,250 shares of Maritime's common stock.

         f. Purchase of Inventory from Paul Clark

     In May, 1999, the Company purchased  inventory that was personally owned by
Paul Clark aggregating  $295,067.  The purchase price represented the historical
price paid by Paul Clark for the inventory. The purchase price owed to Mr. Clark
was offset by monies owed to the Company by Mr.  Clark  aggregating  $59,249 and
offsetting  various non performing loans receivable by two entities  aggregating
$37,246. The balance due Mr. Clark at May 31, 1999 is 198,572.




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, 1998.

          (b)  the  company's  Form 8-K reporting a change in control as of June
               1, 1998 and filed in October,  1998,  is  incorporated  herein by
               reference.


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

To The Board of Directors and Shareholders
of  Maritime Transport & Technology, Inc.

I  have  audited  the  accompanying   balance  sheet  of  Maritime  Transport  &
Technology,  Inc. as of May 31, 1999 and the related  statements of  operations,
cash flows and  shareholders'  equity for the years ended May 31, 1998 and 1999.
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.  as of May  31,  1999  and  the  results  of  its  operations,
shareholders  equity and cash flows for the years ended May 31, 1998 and 1999 in
conformity with generally accepted accounting principles.




                                                     /s/ Thomas Monahan
                                                     Thomas P. Monahan, CPA
September 8, 1999
Paterson, New Jersey


<PAGE>
<TABLE>
<CAPTION>

                       MARITIME TRANSPORT & TECHNOLOGY, INC.
                                   BALANCE SHEET
                                   May 31, 1999

                             Assets
Current assets
<S>                                                                             <C>
  Cash and cash equivalents                                                     122,161
  Accounts receivable                                                           397,467
  Prepaid expenses                                                                1,600
  Inventory                                                                     508,017
  Federal corporate incomes tax receivable                                        8,925
                                                                                -------
  Current assets                                                              1,038,170


Property and equipment-net                                                      35,702


Other assets
  Security de[posits                                                            805
  Notes receivable                                                              34,490
                                                                                ------
Total other assets                                                              68,540
                                                                                ------

Total assets                                                                 $1,105,167
                                                                             ==========

                       Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable and accrued expenses                                        $232,595
  Customer deposits payable                                                      70,123
  Bank Loans payable                                                              7,268
  Corporate taxes payable                                                        13,027
  Officer loan payable                                                          174,527
  Investor loans payable                                                         38,400
                                                                                -------
  Total current liabilities                                                     535,940

Long term liabilities
  Bank loans payable - net of short term portion                                  8,274
                                                                                -------
Total liabilities                                                               544,214


Stockholders' equity
  Common Stock authorized 80,000,000shares, $0.01 Par value each.
At May 31, 1999 there are 14,787,955 shares outstanding.                        147,881
Additional paid in capital                                                      866,935
Retained earnings deficit                                                      (453,863)
                                                                               --------
Total stockholders' equity                                                      560,953
Total liabilities and stockholders' equity                                   $1,105,167
                                                                             ==========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                                                         For the           For the
                                                                        year ended        year ended
                                                                          May 31,           May 31,
                                                                           1998              1999
<S>                                                                               <C>        <C>
Revenue                                                                           $-0-       $1,933,737

Costs of goods sold                                                                -0-          999,847

Gross profit                                                                       -0-          933,890

Operations:
  General and administrative                                                        53          738,717
  Non cash expenses                                                                             200,000
  Depreciation and  amortization                                                                 46,367
                                                                     ----                        ------
  Total expense                                                                     53          985,084

Loss  from operations before corporate income taxes                               (53)         (51,194)

Corporate State  income taxes                                                                    13,027
                                                                                                 ------
Loss from operations net of corporate income taxes                                (53)         (64,221)

Other income and expenses
  Interest income                                                                                 3,220
  Interest expenses                                                                             (6,437)
Total other Income                                                                             $(3,217)

Net income (loss)                                                                $(53)        $(67,438)
                                                                                 ====-        =========

Net income (loss)  per share -basic                                             $(.00)           $(.01)
                                                                                                 ======
Number of shares outstanding-basic                                          14,455,705       14,787,955
                                                                            ==========       ==========







</TABLE>







                    See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>


                      MARITIME TRANSPORT & TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                                              For the             For the
                                                             year ended          year ended
                                                              May 31,             May 31,
                                                                1998                1999
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>              <C>
  Net income (loss)                                                   $(53)            $(67,438)
  Non cash transactions                                                                  200,000
  Depreciation                                                                            46,367
  Accounts receivable                                                                   (87,381)
  Prepaid expenses                                                                         (400)
  Inventory                                                                            (337,222)
  Accounts payable and accrued expenses                                                  (3,318)
  Customer deposits payable                                                                8,717
  Corporate taxes payable                                                                 11,447
                                                          ----                            ------
TOTAL CASH FLOWS FROM OPERATIONS                                       (53)            (229,228)

CASH FLOWS FROM FINANCING ACTIVITIES
  Officer loan payable                                                                   265,878
  Sale of common stock                                                                   169,000
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                               434,878

CASH FLOWS FROM INVESTING ACTIVITIES
  Note receivable                                                                         13,200
  Purchase of fixed assets                                                              (38,026)
  Note receivable non affiliated party                                                   (2,991)
  Bank loans payable                                                                   (107,651)
  Investor loans payable                                                                (93,100)
                                                                                        -------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                             (228,568)

NET INCREASE (DECREASE) IN CASH                                        (53)             (22,918)
CASH BALANCE BEGINNING OF PERIOD                                        -0-              145,079
                                                                        ---              -------
CASH BALANCE END OF PERIOD                                             $53              $122,161
                                                                       ====

Non cash activities
Issuance of shares of common stock in consideration for                                $200,000
                                                                                       ========
consulting fees


</TABLE>
                    See accompanying notes to financial statements.

<PAGE>


<TABLE>
<CAPTION>

                                 MARITIME TRANSPORT & TECHNOLOGY, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                                                                                 Retained
                                Common Stock    Common Stock    Additional       earnings
Date                                                          paid in capital     deficit        Total
----                                                          ---------------     -------        -----
<S>                                 <C>              <C>             <C>           <C>            <C>
Open balances June 1, 1998          15,130,705       $151,308        $494,508      $(386,425)     $259,391
Issuance of shares for                 100,000          1,000         199,000                      200,000
consulting fees
Sale of shares                         232,250          2,323         166,677                      169,000
Cancellation of shares               (675,000)        (6,750)           6,750                          -0-
Net loss                                                                             (67,438)     (67,438)
                                               ---------------                       --------     --------


Balances May 31, 1999              14,787,955       $147,881        $866,935        (453,863)    $560,953
                                   ===========      =========       =========       =========    ========

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

                            MARITIME TRANSPORT & TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 1999

         Note 1 - Formation of Company and Issuance of Common Stock

         a. Formation and  Description of the Company

     Maritime Transport & Technology, Inc. (the "Company"), was formed under the
laws of the  State  of New  York on June 26,  1968  and  authorized  to issue to
80,000,000  shares of common stock, $.01 par value. On May 31, 1998, the Company
completed the acquisition of B.G. Banking Equipment,  Inc., ("B.G. Banking") and
Financial Building Equipment Exchange,  Inc., ("FBEE"),  Kentucky  corporations.
The Company is in the business of buying,  selling,  trading and refurbishing of
financial equipment for banks and other financial institutions

         b. Issuance of Common Stock

         The Company has issued an aggregate  of 100,000  shares of common stock
pursuant to an S-8 Stock option plan as follows:  50,000  shares of common stock
to Irv Fisher and 50,000 shares to Allen Sanders in consideration for consulting
services valued at an aggregate of $200,000.

         In January,  1999, the Company received back for  cancellation  675,000
shares  of common  stock  that were  issued as part of the  acquisition  of B.G.
Banking and FBEE and to be distributed to Andrew Seim, Alexander C.
Brosda and George Berglietner.

         As of May 31, 1999, the Company has sold through two private  placement
offerings  an  aggregate  of  232,250  shares of common  stock for an  aggregate
consideration  of $169,000  consisting  of 42,500 shares of common stock sold at
and  aggregate  of $42,500 or $1.00 each per share and 189,750  shares of common
stock sold for an aggregate of $126,500 or $0.67 each per share.

         As of May 31, 1999, the Company has sold an additional 38,400 shares of
common stock for an aggregate consideration of $38,400. These shares were issued
subsequent to the date of the financial statements.

         Note 2-Summary of Significant Accounting Policies

         a. Basis of Financial Statement Presentation

     The consolidated  financial  statements of the Company presented consist of
the  balance for the Company of as of May 31,  1999,  and the balance  sheet for
B.G. Banking and FBEE as of May 31, 1999 and the related consolidated statements
of operations,  retained earnings and cash flows for the year ended May 31, 1999
for the Company, and the related statements of operations, retained earnings and
cash flows for the year ended May 31, 1999 for B.G. Banking and FBEE.




         b. Cash and Cash Equivalents

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

         c.  Inventory

     Inventory  has been  recorded  at the  lower of cost or  market  under  the
first-in-first-out  method. Inventory components for B.G. Banking and FBEE as of
May 31,  1999 were goods  available  for sale  aggregating  $33,730  and 474,286
respectively.

         d. Earnings per share

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  of  Financial  Accounting  Standards  No.  128,  Earnings  per  Share
("Statement No. 128").  Statement No. 128 applies to entities with publicly held
common stock or potential common stock and is effective for financial statements
issued for periods  ending after  December 15, 1997.  Statement No. 128 replaces
APB Opinion 15,  Earnings per Share  ("EPS").  Statement  No. 128 requires  dual
presentation  of basic and diluted  earnings per share by entities  with complex
capital  structures.  Basic EPS includes no dilution and is computed by dividing
net income by the weighted  average number of common shares  outstanding for the
period.  Diluted EPS reflects the potential  dilution of  securities  that could
share in the  earnings of the Company such as common stock which may be issuable
upon exercise of outstanding common stock options or the conversion of debt into
shares of common  stock.  As of May 31,  1999,  there no are matters  that would
effect the number of shares of common stock outstanding.

    Shares  used in  calculating  basic and diluted net income per share were as
follows:
<TABLE>
<CAPTION>

                                                                May 31,             May  31,
                                                                  1998                  1999
                                                                                ------------
---------

<S>                                                          <C>                     <C>
Shares used in calculating per share
amounts - Basic    (Weighted average
common shares outstanding)                                   14,455,705(1)           14,787,955

Effect of shares sold but
not issued as of May 31, 1999                                                            38,400
                                                              -------------        -------------
Total                                                         14,455,705           14,826,355
                                                              ========         ========
</TABLE>

(1) Gives  retroactive  effect to the  cancellation  of 675,000 shares of common
stock in January, 1999.

         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.

         g. Asset Impairment

    The Company  adopted the  provisions  of SFAS No.  121,  Accounting  for the
impairment  of long lived  assets and for  long-lived  assets to be  disposed of
effective  January  1,  1996.  SFAS No.  121  requires  impairment  losses to be
recorded on long-lived  assets used in operations  when indicators of impairment
are present and the estimated  undiscounted  cash flows to be generated by those
assets are less than the assets'  carrying  amount.  SFAS No. 121 also addresses
the  accounting  for  long-lived  assets that are  expected  to be disposed  of.
Long-lived  assets  and  certain  identifiable   intangibles  are  reviewed  for
impairment  whenever  events or  changes  in  circumstances  indicate  that full
recoverability  is  questionable.  There was no effect of such  adoption  on the
Company's financial position or results of operations.

    h. Significant Concentration of Credit Risk

    At May 31, 1999, the Company has concentrated its credit risk by maintaining
deposits in several  banks.  The maximum loss that could have resulted from this
risk  totaled  $-0-  which  represents  the  excess of the  deposit  liabilities
reported  by the banks over the  amounts  that  would  have been  covered by the
federal insurance.

    i. Recent Accounting Standards

    Accounting for Derivative Instruments and Hedging Activities

    Statement  of  Financial  Accounting  Standards  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities"  (SFAS 133) was issued in June
1998. It is effective for all fiscal years  beginning  after June 15, 1999.  The
new standard  requires  companies to record  derivatives on the balance sheet as
assets or liabilities,  measured at fair value.  Gains or losses  resulting from
changes in the values of those  derivatives  would be accounted for depending on
the use of the  derivatives and whether they qualify for hedge  accounting.  The
key criterion  for hedge  accounting  is that the hedging  relationship  must be
highly  effective in achieving  offsetting  changes in fair value or cash flows.
The Company does not currently engage in derivative trading or hedging activity.
The Company  will adopt SFAS 133 in the fiscal year ending  December  31,  2000,
although no impact on operating results or financial position is expected.

     Accounting  for the Costs of Computer  Software  Developed  or Obtained for
Internal Use

    In March of 1998,  the American  Institute of Certified  Public  Accountants
issued  Statement  of  Position  98-1,  "Accounting  for the  Costs of  Computer
Software  Developed or Obtained for Internal  Use".  SOP 98-1 requires  computer
software costs associated with internal use software to be charged to operations
as incurred until certain capitalization criteria are met. SOP 98-1 is effective
beginning  January 1, 1999.  The Company is currently  assessing the impact that
adoption of this  statement  will have on  consolidated  financial  position and
results of operations.

         Note 3 - Acquisition of Subsidiaries

         On May 3, 1998, The Company entered into an Agreement with B.G. Banking
and FBEE,  pursuant to which the Company and an affiliated  entity controlled my
Paul and Roberta Clark exchanged all the issued and outstanding shares of common
stock of these entities for 11,282,250  shares of Maritime's  common stock.  The
shares of common stock were released from escrow on May 31, 1998.

     The transaction  has been accounted for as a reverse  acquisition and using
the  purchase  method  of  accounting  with  historic  costs  being the basis of
valuation,  and accordingly,  the accompanying  financial statements include the
results of operations of the consolidated  operations from the effective date of
the acquisition May 31, 1998.

         In a  separate  private  transaction,  the  principals  of the  Company
acquired on in December,  1997  27,943,370  shares of  Maritime's  common stock,
which subsequently reverse split in a ratio of 10 to 1 on April 14, 1998.

         Note 4 - Related Party transactions

         a. Leased Office Space

         The  Company  has  entered  into a three year  lease  with Paul  Clark,
President of the Company beginning August 1, 1998, for the lease of an aggregate
of 23,976  square feet of office and  warehouse  space  located at Building 1535
Memphis Junction Road,  Bowling Green,  Kentucky,  42101 for a monthly rent of $
5,000 per month.

         Rent paid pursuant to this lease  agreement for the year ending May 31,
1999 is $60,000.





         b. Officer Salaries

         Mr. Paul Clark,  President of the Company  received an aggregate salary
of $129,600  consisting  of cash payments of $33,600 and the Company has accrued
$96,000 for the year ended May 31, 1999.

         Roberta  Clark,  Secretary to the Company  received a salary of $21,600
plus vacation and health benefits.

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

         c. Due to Related Parties

     Certain officers of the Company have the following amounts due as of August
31, 1997 and May 31, 1998 aggregating $34,081 and $133,844  respectively.  These
amounts are payable on demand without interest.

         d. Managerial Relationship

     Mr. Paul Clark is the President of both the Company, B.G. Banking and FBEE.
Paul and Roberta Clark are husband and wife.

         e. Change in Managerial Control

     On May 3, 1998, The Company entered into an Agreement with B.G. Banking and
FBEE,  pursuant these affiliated  entities  controlled my Paul and Roberta Clark
exchanged  all the  issued  and  outstanding  shares  of  common  stock of these
entities for 11,282,250 shares of Maritime's common stock.

         f. Purchase of Inventory from Paul Clark

         In May, 1999, the Company purchased inventory that was personally owned
by  Paul  Clark  aggregating  $295,067.   The  purchase  price  represented  the
historical  price paid by Paul Clark for the inventory.  The purchase price owed
to Mr. Clark was offset by monies owed to the Company by Mr.  Clark  aggregating
$59,249 and offsetting  various non performing  loans receivable by two entities
aggregating $37,246. The balance due Mr. Clark at May 31, 1999 is 198,572.

         g. Accrued Wages

         On June 1, 1998,  the Company  agreed to Pay Mr. Paul Clark a salary of
$130,000 plus vacation time, health benefits and reimbursement for out of pocket
expenses. As of May 31, 1999, the Company has paid Mr. Clark a salary of $33,600
and accrued a liability for salary payable of $96,400.


         Note 5 - Property Plant and Equipment

         Property  Plant and  Equipment  consists of the  following  at May, 31,
1999:

                  Equipment and tools                         $116,443
                  Vehicles and trucks                           165,569
                  Furniture and fixtures                          33,563
                  Leasehold improvements                 18,822
                                                              -----------
                  Total                                       $334,397
                  Less accumulated depreciation       298,695
                                                              -----------
                  Property Plant and Equipment -net    $  35,702
                                                              =======

             Note 6 - Bank Loans Payable
<TABLE>

         <S>                                                                    <C>
         Total amount due banks for vehicle loans at May 31, 1999               $15,542
         Less current portion due                                                 7,268
                                                                              ---------
         Long term amount due                                                  $  8,274
                                                                                 ======
         Bank loans aggregating $15,542 at May 31, 1999 are as follows:
</TABLE>

        a. Loans Due South Central Bank of Bowling Green, Inc.

     B.G. Banking is obligated to repay a loan payable to the South Central Bank
of Bowling  Green,  Inc. in the  principal  amount of $8,052 in 36 equal monthly
installments  of $263.54  beginning  January 16, 1998 with  interest at 11%. The
balance due at May 31, 1999 is $4,570. The loan is secured by a 1992 Ford truck.

     B.G. Banking is obligated to repay a loan payable to the South Central Bank
of Bowling  Green,  Inc. in the principal  amount of $14,052 in 40 equal monthly
installments  of $342.66  beginning  June 20, 1998 with  interest at 7.75%.  The
balance due at May 31, 1999 is $10,973. The loan is secured by a 1995 Buick Park
Avenue.

        Note 7 - 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, 1998 and 1999, 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 carry forward and was fully offset
by a valuation allowance.

     At May 31,  1999,  the Company has net  operating  loss carry  forwards for
income tax purposes of $453,863.  These carry  forward  losses are  available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization  of this carry  forward  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,  1999 are as
follows:

 Deferred tax asset:
 Net operating loss carry forward                              $  154,313
 Valuation allowance                                                 $( 154,313)
                                                                     -----------
 Net deferred tax asset                                             $     -0-

     The Company recognized no income tax benefit for the loss generated for the
year ended May 31, 1998 and 1999.

     The Company recognized no income tax benefit from the loss generated in the
year ended May 31,  1997.  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 8 - 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.  As of May
31, 1998, all financial consulting relationships had been completed.

         b.  Private Placement - B.G. Banking

         Prior to the Company's  reverse  acquisition of B.G.  Banking and FBEE,
B.G. Banking offered and received subscriptions for 126,500 shares of its common
stock at $1.00 per share.  Subsequent to the date of the Company's  acquisition,
the  purchasers  of shares of comon  stock were  offered and  received  sharesof
common stock in the Company at a ratio of 1 share of B.G.  Banking to 1.5 shares
of the Company's  common stock.  The Company has issued 189,750 shares of common
stock in  satisfaction  of the  subscription  agreements at a value of $0.67 per
share.

         Two of the  Company's  directors,  Andrew  Seim and  Alexander  Brosda,
acting  and  individually  and  acting  as  principals  of  Taurus   Investments
International,  Inc. ( a Bermuda  corporation)  (together  "Taurus"),  acting as
Directors of B.G. Banking prior to its acquisition by the Company and subsequent
to the acquisition becoming Directors of the Company, offered and sold on behalf
of B.G. Banking what Taurus has admitted to being an aggregate of 304,500 shares
of common  stock of B.G.  Banking for an  aggregate  consideration  of $304,500.
Taurus  has  remitted  to  B.G.  Banking  and  the  Company  a net  proceeds  of
$109,673.05  and claims the  difference  of  $194,826  be  retained by Taurus as
payment for expenses and  commissions.  Taurus has refused to disclose the names
and  numbers of shares of common  stock and  refused to remit to the Company the
proceeds of the shares sold.

         The Company  intends to enter into a lawsuit with Taurus  demanding the
balance of $194,826 that was improperly  withheld be remitted to the Company and
that Taurus disclose the names of the persons and the number of shares of common
stock sold to these  individuals.  As of May 31, 1999, Taurus has failed to turn
over the balance of money,  provide the names of the stock  subscribers  and the
number of shares of common purchased.

         Based  upon the  accounting  provided  by  Taurus to the  Company,  the
Company may be liable for the  issuance of up to 329,500  shares of common stock
if and when Taurus substantiates their representation as to the number of shares
of common stock sold and the aggregate consideration.

         The Company may also be forced to defend itself  against  actions to be
brought by unknown  subscribers to shares of common stock of B.G.  Banking whose
purchase price has never been disclosed or delivered to the Company. The Company
is aware of one alleged  purchaser who claims to have delivered  funds to Taurus
and whose funds where apparently not turned over to the Company.  In the opinion
of  management,  the Company has no liability to such  purchasers and intends to
vigorously defend and such actions, if and when brought.

         Subsequent  to the date of the  financial  statements,  the Company has
received approximately $42,000 from Taurus relating to the purchase of shares by
an  unknown  investor.  The  Company is  holding  this  money in escrow  pending
disposition.

         As of May, 31, 1999, the Company has reserved  329,500 shares of common
stock  pending  possible  issuance  of shares  in  satisfaction  of  outstanding
subscription agreements.

         c. Private Placement

         The Company is offering  2,000,000  shares of common stock at $1.00 per
share on a "best efforts basis".

         As of May 31, 1999,  the Company sold 42,500 shares of common stock for
an aggregate consideration of $42,500.

         The Company has reserved  1,957,500  shares of common stock pending the
completion of the private placement.

        Note 9 - 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.





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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:  September 23, 1998             By: /s/ Paul Clark
                                         PAUL CLARK
                                         President, Chief Executive 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:  September 23, 1998             By: /s/ Paul Clark
                                         PAUL CLARK
                                         President, Director






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