U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended February 28, 1997.
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the transition period from To
Commission File Number: 0-8880
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 11-2196303
(State of jurisdiction of (I.R.S. Identification No.)
Employerincorporation or organization)
108 Main St. Stamford, NY, 12167-1137
(Address of principal executive offices)
212-425-3158
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark, whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The Company had 38,484,549 shares of common stock outstanding
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the periods ended February 28, 1997
included herein have been prepared by Maritime Transport & Technology, Inc.,
(the "Company") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the Commission"). In the opinion of
management, the statements include all adjustments necessary to present fairly
the financial position of the Company as of February 28, 1997, and the results
of operations and cash flows for the three month periods ended February 28, 1996
and 1997.
The Company's results of operations during the three months of the
Company's fiscal year are not necessarily indicative of the results to be
expected for the full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in the Company's
Annual Report on Form 10-K for the fiscal years ended May 31, 1996 and 1997.
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
BALANCE SHEET
February 28,
May 31, 1997
1996 Unaudited
Assets
Current assets
<S> <C> <C>
Cash $4,625 $295
Total assets $4,625 $295
Liabilities and Stockholders' Equity
Current liabilities
Accrued taxes $775 $775
Capital stock
Common stock-authorized 80,000,000 common shares, par value $.01
each, at May 31, 1997 and February 28, 1997 the shares outstanding 384,845 384,845
was 38,484,549
Additional paid in capital -0- -0-
Deficit accumulated during development stage (380,995) (385,325)
Total stockholders' equity 3,850 (480)
Total liabilities and stockholders' equity $4,625 $295
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From the date of
For the nine For the nine reorganization
For the year For the year months ended months ended (June 1, 1994) to
ended ended February 28, February 28, February 28,
May 31, May 31, 1997 1997 1997
1995 1996 Unaudited Unaudited Unaudited
<S> <C> <C> <C> <C> <C>
Income $40,000 $127,100 $81,100 $26,535 $193,635
Less cost of goods sold -0- -0- -0-
-0- -0-
Gross profit 40,000 127,100 81,100 26,535 193,635
Operations:
General and administrative 38,000 124,475 78,442 30,865 193,340
Depreciation and -0- -0- -0- -0- -0-
amortization
Total expense 38,000 124,475 78,442 30,865 193,340
Net profit before Federal 2,000 2,625 2,658 (4,330) 295
Income taxes
Corporate Income tax 421 354 -0- -0- 775
Net Profit (Loss) 1,579 $2,271 $2,658 $(4,330) $(480)
Net income (loss) per share $0.00 $0.00 $0.00 $0.00 $0.00
Number of shares outstanding 38,484,549 38,484,549 38,484,549 38,484,549 38,484,549
</TABLE>
<PAGE>
<TABLE>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period
from
For the nine For the nine reorganization
For the year For the year months ended months ended (June 1, 1994) to
ended ended February 28, February 28, February 28,
May 31, May 31, 1996 1997 1997
1996 1997 Unaudited Unaudited Unaudited
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net loss $1,579 $2,271 $2,658 $(4,330) $(480)
Depreciation -0- -0- -0- -0- -0-
Adjustments
Accrued expenses 421 354 775
TOTAL CASH FLOWS FROM 2,000 2,625 2,658 (4,330) 295
OPERATIONS
NET INCREASE (DECREASE) IN 2,000 2,625 (4,330) 295
CASH
CASH BALANCE BEGINNING OF -0- 2,000 4,625 -0-
PERIOD
CASH BALANCE END OF PERIOD $2,000 $4,625 $295 $295
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
Additional Accumulated
Common Stock Common paid in deficit during
Stock capital development stage Total
<S> <C> <C> <C> <C> <C>
June 1, 1994 38,484,549 384,845 $-0- $(384,845) $-0-
May 31, 1995 Net profit 1,579 1,579
May 31, 1995 38,484,549 $384,845 $-0- $(383,266) $1,579
May 31, 1996 Net profit 2,271 2,271
May 31, 1996 38,484,549 $384,845 $-0- $(380,995) $3,850
Unaudited
February 28, 1997 Net profit (4,330) (4,330)
February 28, 1997 38,484,549 384,845 $-0- $(385,325) $(480)
</TABLE>
<PAGE>
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Maritime Transport &
Technology, Inc. (the "Company"), reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results of the
interim periods presented. All such adjustments are of a normal recurring
nature. The financial statements should be read in conjunction with the notes to
financial statements contained in the Company's Annual Report on Form 10KSB for
the year ended May 31, 1996.
2. NET INCOME PER SHARE
Primary earnings per share are based on the total number of shares of
common stock outstanding on February 28, 1997. On that date, the total number of
shares of common stock outstanding was 38,484,549.
3. ACCOUNTING FOR INCOME TAXES
The Company follows Statement of Financial Accounting Standards (SFAS)
No.109, "Accounting for Income Taxes," which requires an asset and liability
approach of accounting for income taxes. Deferred tax assets and liabilities are
computed annually for differences between financial statement basis and tax
basis of assets, liabilities and available general business tax credit
carry-forwards. A valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized.
4. MARKETABLE SECURITIES
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair
value, as determined by quoted market prices, with unrealized gains and losses,
net of tax, reported in a separate component of stockholders' equity. At
February 28, 1997, the Company had no investments that were classified as
trading or held-to-maturity as defined by the Statement.
NOTE 5. COMMITMENTS AND CONTINGENCIES
At February 28, 1997, 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 February 28, 1997:
<TABLE>
Gross Gross Estimated
Unrealized Unrealized Fair
` Cost Gains Gains Value
------ ------------- ------------- -------------
<S> <C> <C>
Cash $295 $295
Total cash and
cash equivalents $295 $295
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for the nine months ended February 28, 1996 and 1997
----------------------------------------------------
Except for the description of historical facts contained herein, this Form
10Q-SB contains certain forward looking statements that involve risks and
uncertainties as detailed herein and from time to time in the Company's filings
with the Securities and Exchange Commission and elsewhere. Such statements are
based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements. These factors include,
among others, the Company's fluctuations in sales and operating results, risks
associated with international operations and regulatory, competitive and
contractual risks and product development.
Results of operations for the nine months ended February 28, 1997 as
compared to the nine months ended February 28, 1996
Revenues were $26,535 for the nine months ended February 28, 1997 as
compared to $81,100 for the nine months ended February 28, 1996. Costs of goods
sold for the nine months ended February 28, 1997, were $0 as compared to $0 for
the nine months ended February 28, 1996 representing a cost of goods sold
percentage of 0% for the three months ended February 28, 1997 as compared to 0%
for the three months ended February 28, 1996. The cost of goods sold percentage
during the third quarter of fiscal 1997 remains approximately consistent with
the percentage during the third quarter of fiscal 1996.
General and administrative costs for the nine months ended February 28,
1997 were $30,865, an decrease of $47,577 over expenses of $78,442 for the nine
months ended February 28, 1996.
Liquidity and capital resources as of the end of the nine months ended
February 28, 1997.
The Company's cash balance was $295 and negative working capital was $480
as at February 28, 1997. The Company's primary short-term needs for capital,
which are subject to change, are for its continued existence and to find a new
business purpose.
Income tax: As of February 28, 1997, the Company has a tax loss
carry-forward of $385,325. The Company's ability to utilize its tax credit
carry-forwards in future years will be subject to an annual limitation pursuant
to the "Change in Ownership Rules" under Section 382 of the Internal Revenue
Code of 1986, as amended. However, any annual limitation is not expected to have
a material adverse effect on the Company's ability to utilize its tax credit
carry-forwards.
The Company believes that its available cash and cash from operations and
the willingness of managment to provide for the cash needs of the Company will
be sufficient to satisfy its funding needs for at least the next 12 months.
Thereafter, if cash generated from operations is insufficient to satisfy the
Company's working capital and capital expenditure requirements, the Company may
be required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required,
will be available on satisfactory terms, if at all.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
No legal proceedings are pending against the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MARITIME TRANSPORT & TECHNOLOGY, INC.
/s/ George Bergleitner
Mr. George Bergleitner,
President
Dated: May 2, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the three month period ended February 28, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000027850
<NAME> MARITIME TRANSPORT & TECHNOLOGY, INC.
<MULTIPLIER> 1
<CURRENCY> $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> May-31-1997
<PERIOD-START> Dec-01-1996
<PERIOD-END> Feb-28-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
