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, 1998
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, 1998, and the results
of operations and cash flows for the three month periods ended February 28, 1997
and 1998.
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, 1998
1997 Unaudited
Assets
Current assets
<S> <C> <C>
Cash $53 $10
Total assets $53 $10
Liabilities and Stockholders' Equity
Current liabilities
Accrued taxes $1,580 $1,580
Capital stock
Common stock-authorized 80,000,000 common shares, par value
$.01 each, at May 31, 1997 and February 28, 1998 the shares
outstanding was 38,484,549 384,845 384,845
Additional paid in capital -0- -0-
Deficit accumulated during development stage (386,372) (386,415)
Total stockholders' equity (1,527) (1,570)
Total liabilities and stockholders' equity $53 $10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From the date of
For the year For the year For the nine For the nine reorganization
ended ended months ended months ended (June 1, 1994) to
May 31, May 31, February 28, February 28, February 28,
1996 1997 1997 1998 1998
<S> <C> <C> <C> <C> <C>
Income $127,100 $53,536 $26,535 $-0- $220,636
Less cost of goods sold -0- -0- -0- -0-
-0-
Gross profit 127,100 53,536 26,535 -0- 220,636
Operations:
General and administrative 124,475 58,108 30,865 43 220,626
Depreciation and -0- -0- -0- -0-
amortization
Total expense 124,475 58,108 30,865 43 220,626
Net profit before Federal 2,625 (4-4572 (4,330) 10
Income taxes
Federal Income tax 354 805 -0- 1,580
Net Profit (Loss) 12,271 $(5,377) $(4,330) $(43) $(1,570)
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>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period
from
For the year For the year For the nine For the nine reorganization
ended ended months ended months ended (June 1, 1994) to
May 31, May 31, February 28, February 28, February 28,
1996 1997 1997 1998 1998
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net loss $1,866 $(4,972) $(4,330) $(43) $(1,570)
Depreciation -0- -0- -0- -0- -0-
Adjustments
Accrued expenses 759 400 1,580
TOTAL CASH FLOWS FROM 2,625 (4,572) (4,330) (43) 10
OPERATIONS
NET INCREASE (DECREASE) IN CASH 2,625 (4,572) (4,330) (43) 10
CASH BALANCE BEGINNING OF PERIOD 2,000 4,625 4,625 53 -0-
CASH BALANCE END OF PERIOD $4,625 $53 $295 $10 $10
</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 1,866 1,866
May 31, 1996 38,484,549 384,845 $-0- 381,400 3,445
May 31, 1997 Net loss (4,972) (4,972)
May 31, 1997 38,484,549 384,845 $-0- $(386,372) $(1,527)
Unaudited
February 28, 1998 Net loss (43) (43)
February 28, 1998 38,484,549 $384,845 $-0- $(386,415) $(1,570)
</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, 1997.
2. NET INCOME PER SHARE
Primary earnings per share are based on the total number of shares of
common stock outstanding on February 28, 1998. 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, 1998, 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, 1998, 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 :
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
` Cost Gains Gains Value
------ ------------- ------------- -------------
<S> <C> <C>
Cash $10 $10
Total cash and
cash equivalents $10 $10
</TABLE>
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, 1997 and 1998
-----------------------------------------------------
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, 1998 as
compared to the nine months ended February 28, 1997
Revenues were $-0- for the nine months ended February 28, 1998 as compared
to $9,253 for the nine months ended February 28, 1997. Costs of goods sold for
the nine months ended February 28, 1998, were $0 as compared to $0 for the nine
months ended February 28, 1997 representing a cost of goods sold percentage of
0% for the three months ended February 28, 1998 as compared to 0% for the three
months ended February 28, 1997. The cost of goods sold percentage during the
third quarter of fiscal 1998 remains approximately consistent with the
percentage during the third quarter of fiscal 1997.
General and administrative costs for the nine months ended February 28,
1998 were $43, an decrease of $13,522 over expenses of $13,565 for the nine
months ended February 28, 1997.
Liquidity and capital resources as of the end of the nine months ended
February 28, 1998.
The Company's cash balance was $10 and negative working capital was $1,570
as at February 28, 1998. 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, 1998, the Company has a tax loss
carry-forward of $386,415. 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 November 30, 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-31-1998
<PERIOD-START> Dec-01-1997
<PERIOD-END> Feb-28-1998
<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
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
