U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended November 30, 1995. [ ] Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. For the transition period from To Commission File Number: 0-8880 MARITIME TRANSPORT & TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) New York 11-2196303 (State of jurisdiction of (I.R.S. Identification No.) Employerincorporation or organization) 108 Main St. Stamford, NY, 12167-1137 (Address of principal executive offices) 212-425-3158 (Registrant's telephone number, including area code) Former name, former address and former fiscal year, if changed since last report Indicate by check mark, whether the registrant:: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The Company had 38,484,549 shares of common stock outstanding PART I FINANCIAL INFORMATION Item 1. Financial Statements The condensed financial statements for the periods ended August 31, 1995 included herein have been prepared by Maritime Transport & Technology, Inc., (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission"). In the opinion of management, the statements include all adjustments necessary to present fairly the financial position of the Company as of November 30, 1995, and the results of operations and cash flows for the three month periods ended November 30, 1994 and 1995. The Company's results of operations during the three months of the Company's fiscal year are not necessarily indicative of the results to be expected for the full fiscal year. The financial statements included in this report should be read in conjunction with the financial statements and notes thereto in the Company's Annual Report on Form 10-K for the fiscal years ended May 31, 1994 and 1995. MARITIME TRANSPORT & TECHNOLOGY, INC. (A Development Stage Company) BALANCE SHEET November 30, May 31, 1995 1995 Unaudited Assets Current assets Cash $2,000 $6,518 Total assets $2,000 $6,518 Liabilities and Stockholders' Equity Current liabilities Accrued taxes $421 $421 Capital stock Common stock-authorized 80,000,000 common shares, par value $.01 each, at May 31, 1995 and November 30, 1995 the shares outstanding was 384,845 384,845 38,484,549 and 38,484,549 respectively. Additional paid in capital -0- -0- Deficit accumulated during development stage (383,266) (378,748) Total stockholders' equity 1,579 6,097 Total liabilities and stockholders' equity $2,000 $6,518 MARITIME TRANSPORT & TECHNOLOGY, INC. (A Development Stage Company) STATEMENT OF OPERATIONS From the date of For the six For the six reorganization For the year For the year months ended months ended (June 1, 1994) to ended ended November 30, November 30, November 30, May 31, May 31, 1994 1995 1995 1994 1995 Unaudited Unaudited Unaudited Income $-0- $40,000 $-0- $71,100 $111,100 Less cost of goods sold -0- -0- -0- -0- -0- Gross profit -0- 40,000 -0- 71,100 111,100 Operations: General -0- 38,000 -0- 66,582 104,582 and administrative Depreciation -0- -0- -0- -0- -0- and amortization Total expense -0- 38,000 -0- 66,582 104,582 Profit before corporate -0- 2,000 -0- 4,518 6,518 income taxes Corporate taxes 421 -0- -0- 421 Net Profit (Loss) $-0- $1,579 $-0- $4,518 $6,097 Net income (loss) per share $0.00 $0.00 $0.00 $0.00 $0.00 Number of shares outstanding 38,484,549 38,484,549 38,484,549 38,484,549 38,484,549 See accompanying notes to financial statements. MARITIME TRANSPORT & TECHNOLOGY, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the period from For the six For the six reorganization For the year For the year months ended months ended (June 1, 1994) to ended ended November 30, November 30, November 30, May 31, May 31, 1994 1995 1995 1994 1995 Unaudited Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES Net profit (loss) $-0- $1,579 $-0- $4,518 $6,097 Depreciation -0- -0- -0- -0- -0- Adjustments Accrued expenses 421 421 TOTAL CASH FLOWS FROM -0- 2,000 -0- 4,518 6,518 OPERATIONS NET INCREASE (DECREASE) IN -0- 2,000 -0- 4,518 6,518 CASH CASH BALANCE BEGINNING OF -0- -0- -0- 2,000 -0- PERIOD CASH BALANCE END OF PERIOD $-0- $2,000 $-0- $6,518 $6,518 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 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 Unaudited November 30, 1995 Net profit 4,518 4518 November 30, 1995 38,484,549 384,845 $-0- $(378,748) $6,097 1. BASIS OF PRESENTATION The accompanying unaudited financial statements of Maritime Transport & Technology, Inc. (the "Company"), reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The financial statements should be read in conjunction with the notes to financial statements contained in the Company's Annual Report on Form 10KSB for the year ended November 30, 1995. 2. NET INCOME PER SHARE Primary earnings per share are based on the total number of shares of common stock outstanding on November 30, 1995. On that date, the total number of shares of common stock outstanding was 38,484,549. 3. ACCOUNTING FOR INCOME TAXES The Company follows Statement of Financial Accounting Standards (SFAS) No.109, "Accounting for Income Taxes," which requires an asset and liability approach of accounting for income taxes. Deferred tax assets and liabilities are computed annually for differences between financial statement basis and tax basis of assets, liabilities and available general business tax credit carry-forwards. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. 4. MARKETABLE SECURITIES The Company adopted Financial Accounting Standards Board ("FASB") Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which requires that investments in equity securities that have readily determinable fair values and investments in debt securities be classified in three categories: held-to-maturity, trading and available-for-sale. Based on the nature of the assets held by the Company and Management's investment strategy, the Company's investments have been classified as available-for-sale. Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Securities classified as available-for-sale are carried at estimated fair value, as determined by quoted market prices, with unrealized gains and losses, net of tax, reported in a separate component of stockholders' equity. At November 30, 1995, the Company had no investments that were classified as trading or held-to-maturity as defined by the Statement. NOTE 5. COMMITMENTS AND CONTINGENCIES At November 30, 1995, the Company has no pending commitments or contingencies. The following is a summary of cash, cash equivalents and available-for-sale securities by balance sheet classification at November 30, 1995: Gross Gross Estimated Unrealized Unrealized Fair ` Cost Gains Gains Value ------ ------------- ------------- ------------- Cash $6,518 $6,518 Total cash and cash equivalents $6,518 $6,518 Item 2. Management's Discussion and Analysis or Plan of Operation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for the six months ended November 30, 1994 and 1995 ----------------------------------------------------- Except for the description of historical facts contained herein, this Form 10Q-SB contains certain forward looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company's filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others, the Company's fluctuations in sales and operating results, risks associated with international operations and regulatory, competitive and contractual risks and product development. Results of operations for the six months ended November 30, 1995 as compared to the six months ended November 30, 1994 Revenues were $71,100 for the six months ended November 30, 1995 as compared to $0 for the six months ended November 30, 1994. Costs of goods sold for the six months ended November 30, 1995, were $0 as compared to $0 for the six months ended November 30, 1994 representing a cost of goods sold percentage of 0% for the three months ended November 30, 1995 as compared to 0% for the three months ended November 30, 1994. The cost of goods sold percentage during the first quarter of fiscal 1995 remains approximately consistent with the percentage during the first quarter of fiscal 1994. General and administrative costs for the six months ended November 30, 1995 were $66,582, an increase over expenses of $0 for the six months ended November 30, 1994 of $66,582. Liquidity and capital resources as of the end of the six months ended November 30, 1995. The Company's cash balance was $6,518 and working capital was $6,097 as at November 30 , 1995. The Company's primary short-term needs for capital, which are subject to change, are for its continued existence and to find a new business purpose. Income tax: As of November 30 , 1995, the Company has a tax loss carry-forward of $378,748. 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. PART II OTHER INFORMATION Item 1. Legal Proceedings. No legal proceedings are pending against the Company. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security-Holders None. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARITIME TRANSPORT & TECHNOLOGY, INC. /s/ George Bergleitner Mr. George Bergleitner, President Dated: May 2, 1998