UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X] 	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended   September 30, 2003
                                 ------------------

[ ] 	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to _________________

                      Commission file number     0-32129
                                                 -------

                     Energy & Engine Technology Corporation
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Nevada                       88-0471842
               ------                       ----------
(State or other jurisdiction of     (IRS Employer Identification No.
incorporation or organization)

                5308 West Plano Parkway, Plano, Texas  75093
                --------------------------------------------
                  (Address of principal executive offices)

                           (  972  ) 732-6360
                           ------------------
                       (Issuer's telephone number)

---------------------------------------------------------------------------
        (Former name, former address and former fiscal year,
                   if changed since last report)

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]












                                   1

                    APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 60,359,715 (as of November
14, 2003).

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X ]

                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES


                                                                    CONTENTS
----------------------------------------------------------------------------




<TABLE>
<CAPTION>

                                                                       Page
                                                                       ----

<S>                                                                    <C>
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  Condensed Consolidated Balance Sheet                                 3-4
  Condensed Consolidated Statements of Operations                        5
  Condensed Consolidated Statements of Cash Flows                      6-7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)      9-22


</TABLE>



















                                      2

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                 (UNAUDITED)

                                                          September 30, 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                   ASSETS
                                   ------
<S>                                                              <C>

CURRENT ASSETS
--------------
  Cash and cash equivalents                                      $   28,596
  Accounts receivable                                                 9,901
  Inventory                                                         254,133
  Prepaid expenses and other current assets                         142,753
  Deferred offering costs                                           140,000
                                                                 ----------

    Total Current Assets                                         $  575,383

PROPERTY AND EQUIPMENT, Net                                         360,415
----------------------

OTHER ASSETS
------------
  Intangible assets, net                                             76,895
                                                                 ----------

    TOTAL ASSETS                                                 $1,012,693
                                                                 ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.



















                                     3

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                 (UNAUDITED)

                                                          September 30, 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
<S>                                               <C>            <C>

CURRENT LIABILITIES
-------------------
  Accounts Payable and accrued expenses           $   343,672
  Accrued expenses officers                           575,226
  Current maturities of note payable                    8,078
  Convertible debenture payable                       130,000
  Notes payable, stockholders, net of
    debt discount of $136,787                         637,963
                                                  -----------

    Total Current Liabilities                                    $ 1,694,939

OTHER LIABILITIES
-----------------
  Note payable, less current maturities                               18,073
                                                                 -----------

    TOTAL LIABILITIES                                              1,713,012

STOCKHOLDERS' DEFICIENCY
------------------------
  Common stock, $.001 par value,
    100,000,000 shares authorized,
    59,451,218 shares issued and
    outstanding                                        59,451
  Additional paid-in capital                        4,369,178
  Accumulated Deficit                              (4,999,328)
    Less:  Deferred Compensation                     (129,620)
                                                  -----------

    TOTAL STOCKHOLDERS' DEFICIENCY                                  (700,319)
                                                                 -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIENCY                                                 $ 1,012,693
                                                                 ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.





                                    4

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                 (UNAUDITED)
      For the Three Months and Nine Months Ended September 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              Three Months Ended        Nine Months Ended
                    Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
                    -----------------------------------------------------------
<S>                 <C>            <C>            <C>            <C>
NET SALES           $    174,482   $   19,681     $    283,538   $     48,485
---------
COST OF SALES             98,584       16,887          139,970         39,161
-------------       ------------   ----------     ------------   ------------
  GROSS PROFIT            75,898        2,794          143,568          9,324

OPERATING EXPENSES
------------------
  Selling, general &
   adminstrative
   expenses              371,060      568,491        1,054,053      1,096,322
  Stock based
   compensation        1,955,500           --        2,088,600             --
                    ------------   ----------     ------------   ------------
  TOTAL OPERATING
    EXPENSES           2,326,560      568,491        3,142,653      1,096,322
                    ------------   ----------     ------------   ------------
  OPERATING LOSS      (2,250,662)    (565,697)      (2,999,085)    (1,086,998)
                    ------------   ----------     ------------   ------------
OTHER (EXPENSE) INCOME
----------------------
  Interest income             --          663               --            355
  Interest expense       (36,265)          --          (60,594)            --
                    ------------   ----------     ------------   ------------
TOTAL OTHER (EXPENSE)
  INCOME                 (36,265)         663          (60,594)           355
                    ------------   ----------     ------------   ------------
   NET LOSS         $ (2,286,927)  $ (565,034)    $ (3,059,679)  $ (1,086,643)
                    ============   ==========     ============   ============
NET LOSS PER COMMON SHARE:
-------------------------
  Basic & Diluted   $      (0.05)  $    (0.03)    $      (0.09)  $      (0.09)
                    ============   ==========     ============   ============
WEIGHTED AVERAGE
----------------
 COMMON SHARES
 -------------
 OUTSTANDING          48,862,568   16,397,717       33,004,715     12,408,323
 -----------        ============   ==========     ============   ============

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        5

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                 (UNAUDITED)

                       For the Nine Months Ended September 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              2003             2002
                                       -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                    <C>               <C>
Net loss                               $ (3,059,679)     $ (1,086,643)
                                       ------------      ------------
Adjustments to reconcile net loss to
  net cash used in operating
  activities:
Depreciation and amortization                26,985            53,214
Stock-based compensation                  2,088,600                --
Amortization of debt discount                25,066                --
Changes in operating assets and
  liabilities:
Accounts receivable                          30,837            (1,255)
Inventory                                  (130,338)               --
Prepaid expenses and other
 current assets                            (134,346)               --
Accounts payable and accrued
 expenses                                    48,625           371,340
Accrued expenses, officers                  147,253                --
                                       ------------      ------------
  TOTAL ADJUSTMENTS                       2,102,682           423,299
                                       ------------      ------------
  NET CASH USED IN OPERATING
    ACTIVITIES                             (956,997)         (663,344)
                                       ------------      ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
---------------------------------------
Purchases of property and equipment         (25,128)         (112,169)
                                       ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Proceeds from notes payable,
  stockholders, net                         519,624            50,000
Proceeds from notes payable, net             26,151                --
Proceeds from the issuance of
  common stock                              437,129           674,286
                                       ------------      ------------
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                           $    982,904      $    724,286
                                       ------------      ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      6

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                                                 (UNAUDITED)

                       For the Nine Months Ended September 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              2003             2002
                                       -------------------------------
<S>                                    <C>               <C>

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                  $        779      $    (51,227)

CASH AND CASH EQUIVALENTS -
-------------------------
  Beginning                                  27,817           101,652
                                       ------------      ------------
CASH AND CASH EQUIVALENTS -
-------------------------
  Ending                               $     28,596      $     50,425
                                       ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------
Cash paid during the period for:

Interest                               $     43,426      $         --
Income taxes                           $         --      $         --

</TABLE>

Non-cash investing and financing activities:

  The Company issued warrants to purchase 860,000 shares of common stock in
  connection with certain notes payable, stockholders.  The fair market
  value of the warrants granted using the Black-Scholes pricing model was
  $97,252 and was recorded as deferred debt discount.

  The Company issued 888,058 shares of the Company's common stock in
  connection with notes payable, stockholders.  The fair market value of
  the common stock at issuance date was $65,365 and was recorded as
  deferred debt.

  In connection with two asset purchase agreements, the Company issued an
  aggregate of 1,200,000 shares of the Company's common stock and a
  $30,000 promissory note.  The fair market value of the common stock
  issued at the dates of the agreements was $174,000 and was recorded as
  inventory, property and equipment and intangible assets.

  In connection with the equity line of credit (see Note 2) the Company
  issued a $130,000 convertible debenture.  Also in connection with this
  agreement the Company issued 178,571 shares of the Company's common
  stock valued at $10,000.  These amounts are being recorded as deferred
  offering costs.

The accompanying notes are an integral part of these financial statements.
                                       7

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------

NOTE 1 - Description of Business and Basis of Presentation
         -------------------------------------------------

  Financial Statements
  --------------------
  The condensed consolidated balance sheet of Energy & Engine Technology
  Corporation ("EENT" or the "Company") as of September 30, 2003, the
  related condensed consolidated statements of operations for the three and
  nine months ended September 30, 2003 and 2002 and the condensed
  consolidated statements of cash flows for the nine months ended September
  30, 2003 and 2002, included in Item 1 have been prepared by the Company,
  without audit, pursuant to the rules and regulations of the Securities and
  Exchange Commission ("SEC" or "Commission").  Certain information and
  footnote disclosures normally included in financial statements prepared in
  accordance with accounting principles generally accepted in the United
  States of America have been condensed or omitted pursuant to such rules
  and regulations.  In the opinion of management, the accompanying condensed
  consolidated financial statements include all adjustments (consisting of
  normal, recurring adjustments) necessary in order to make the financial
  statements not misleading.  The results of operations for the nine months
  ended September 30, 2003 are not necessarily indicative of the results of
  operations for the full year or any other interim period.  These condensed
  consolidated financial statements should be read in conjunction with the
  audited consolidated financial statements and notes thereto included in
  the Company's Annual Report on form 10-KSB for the year ended December 31,
  2002 and filed with the Commission.

  Organization and Principal Business Activity
  --------------------------------------------
  EENT was incorporated under the name Bidder Communications, Inc. in
  Nevada on November 16, 1999. It changed its name from Bidder
  Communications, Inc ("Bidder") to Energy & Engine Technology Corporation
  on December 5, 2001.

  The consolidated financial statements include the accounts of EENT and its
  wholly owned subsidiaries, Gas Gathering Enterprises, LLC ("Gas Gathering")
  (previously, Southern States Gas Gathering, LLC) and Wind Dancer Aviation
  Services, Inc. ("Wind Dancer") collectively referred to as the "Company."

  The Company, through its wholly owned subsidiaries, is the owner and
  operator of a natural gas gathering system located in Caddo Parish,
  Louisiana, and is a fixed base operator which services general aviation
  aircraft in Pagosa Springs, Colorado. During 2001, the Company abandoned
  the auctioning software it was developing for the Internet in the Bidder
  entity.

  The Company organized another wholly owned subsidiary Top Gun Marketing,
  Inc. ("Top Gun").




                                      8

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 1 - Description of Business and Basis of Presentation, continued
         -------------------------------------------------

  Acquisition
  -----------
  On September 7, 2001, the Company acquired 100% of the membership
  interests in Southern States Gas Gathering, LLC ("SSGG") for $153,828 in
  cash and common stock, which was recorded as an acquisition of assets. The
  assets acquired consisted primarily of an inactive 65-mile gas gathering
  system located in the Caddo Pine Island Field, Louisiana. Trailblazer
  Production Company, LLC ("Trailblazer"), acting as agent for Mees Pierson
  Unlimited ("Seller"), was an unrelated party at the time of the acquisition,
  and received a fee of $50,000 in cash plus common stock from the total
  purchase price for services rendered. Trailblazer (now inactive) was owned
  by the Company's Chief Executive Officer and Chief Financial Officer at the
  time of the acquisition.

  As part of the acquisition, the Company had also acquired from Seller
  (through its agent, Trailblazer), GlobalSat Technology data. In exchange for
  this data, the Company issued Trailblazer and Seller an option to acquire up
  to 25% of its interest in SSGG (the "Option"), which the Company deemed to
  have a nominal value. The Seller and Trailblazer had also retained a 6%
  royalty on gross income of SSGG (the "Royalty"). The Company also agreed
  that Trailblazer's and the Seller's ownership in the Company would not
  dilute for 2 years ("Non Dilution Agreement"). On August 5, 2002, the
  Agreement was amended as follows: 1) The GlobalSat Technology was returned
  to the Seller in exchange for the termination of the Option by Seller; 2)
  The Royalty was terminated and instead it was agreed that Seller would
  retain a 2% royalty on gross income of SSGG; and 3) the Non Dilution
  Agreement was terminated in exchange for 1,000,000 shares of the Company's
  common stock valued at $40,000 issued to the Seller.  As of December 31,
  2001, Trailblazer had relinquished all rights to the Royalty, the Non
  Dilution Agreement and the Option.

  Going Concern and Management's Plan
  -----------------------------------
  As shown in the accompanying consolidated financial statements, the
  Company incurred a net loss of $3,059,679 during the nine months ended
  September 30, 2003, resulting in an accumulated deficit of $4,999,328.
  As of September 30,  2003, the Company also had a working capital deficit
  of $1,119,556.  These matters raise substantial doubt about the Company's
  ability to continue as a going concern. Management's plans include the
  raising of cash through the issuance of debt or equity and increasing
  revenues. The accompanying condensed consolidated financial statements
  have been prepared on a going concern basis, which contemplates the
  realization of assets and satisfaction of liabilities in the normal
  course of business. These condensed consolidated financial statements do
  not include any adjustments relating to the recovery of the recorded
  assets or the classification of the liabilities that might be necessary
  should the Company be unable to continue as a going concern.



                                       9

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 1 - Description of Business and Basis of Presentation, continued
         -------------------------------------------------

  Consolidation
  -------------
  The consolidated financial statements include the accounts of EENT and its
  wholly owned subsidiaries. All significant intercompany balances and
  transactions have been eliminated in consolidation.

  Revenue Recognition
  -------------------

  Gas Gathering
  -------------
  Revenue is recognized at the time the product is sold and made available
  to its customers based on the agreement with American West (see Note 8).

  Fixed Base Operator
  -------------------
  Revenue is recognized at the time the services are performed and provided,
  or made available to its customers.

  Cash and Cash Equivalents
  -------------------------
  For the purposes of the statement of cash flows, the Company considers
  all short-term investments with an original maturity of three months or
  less to be cash equivalents.

  Inventory
  ---------
  Inventory consists of aviation fuel, parts and materials and is valued at
  the lower of cost or market.  Cost is being determined using the first-in
  /first-out basis.

  Research and Development
  ------------------------
  Research and development costs are expensed as incurred. Research and
  development costs for the nine months ended September 30, 2003 and
  September 30, 2002 were $65,992 and $60,844, respectively, and are
  included in selling, general and administrative expenses.

  Income Taxes
  ------------
  The Company accounts for income taxes using the liability method, which
  requires the determination of deferred tax assets and liabilities based
  on the differences between the financial and tax bases of assets and
  liabilities using enacted tax rates in effect for the year in which
  differences are expected to reverse. Deferred tax assets are adjusted by
  a valuation allowance, if, based on the weight of available evidence, it
  is more likely than not that some portion or all of the deferred tax
  assets will not be realized.


                                    10

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------
NOTE 1 - Description of Business and Basis of Presentation, continued
         -------------------------------------------------

  Depreciation and Amortization
  -----------------------------
  Depreciation and amortization of furniture, fixtures and gas gathering
  equipment is computed on the straight-line method at rates adequate to
  allocate the cost of applicable assets over their expected useful lives.

  Net Loss per Share
  ------------------
  During the year ended December 31, 2001, the Company adopted the provision
  of Statements of Financial Accounting Standards ("SFAS") No. 128, "Earnings
  per Share".  SFAS No. 128 eliminates the presentation of primary and fully
  diluted earnings per share ("EPS") and requires presentation of basic and
  diluted EPS.  Basic EPS is computed by dividing income (loss) available to
  common stockholders by the weighted-average number of common shares
  outstanding for the period.  Diluted EPS is based on the weighted-average
  number of shares of common stock and common stock equivalents outstanding
  at year-end.  Common stock equivalents have been excluded from the
  weighted-average shares for the three and nine months ended September 30,
  2003 and 2002, as inclusion is anti-dilutive.  Potentially dilutive
  securities (warrants) of 1,370,000 and -0- are outstanding at September 30,
  2003 and 2002, respectively.

  Use of Estimates in the Financial Statements
  --------------------------------------------
  The preparation of financial statements in conformity with accounting
  principles generally accepted in the United States of America requires
  management to make estimates and assumptions that affect the reported
  amounts of 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.

  Reclassification
  ----------------
  Certain prior year amounts have been reclassified to conform to the current
  year's presentation.

  Business Segment
  ----------------
  During the year ended December 31, 2002, the Company adopted SFAS No. 131,
  "Disclosures About Segments of an Enterprise and Related Information",
  which supersedes SFAS No. 14, "Financial Reporting for Segments of a
  Business Enterprise".  SFAS No. 131 establishes standards for the way that
  public enterprises report information about operating segments in annual
  financial statements and requires reporting of selected information about
  operating segments in interim financial statements regarding products and
  services, geographic areas and major customers.  SFAS No. 131 defines
  operating segments as components of an enterprise about which separate
  financial information is available that is evaluated regularly by the chief
  operating decision maker in deciding how to allocate resources and in
  assessing performance. The Company has determined that under SFAS No. 131,
  it operates in two segments (See Note 7). The Company's customers and
  operations are within the United States.
                                   11

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------
NOTE 1 - Description of Business and Basis of Presentation, continued
         -------------------------------------------------

  New Accounting Pronouncements
  -----------------------------
  In May 2003, the FASB issued SFAS NO. 150, "Accounting for Certain
  Financial Instruments with Characteristics of both Liabilities and Equity."
  SFAS No. 150 addresses certain financial instruments that, under previous
  guidance, could be accounted for as equity, but now must be classified as
  liabilities in statements of financial position.  These financial
  instruments include: 1) mandatory redeemable financial instruments, 2)
  obligations to repurchase the issuer's equity shares by transferring
  assets, and 3) obligations to issue a variable numbers of shares.  SFAS No.
  150 is effective for all financial instruments entered into or modified
  after May 31, 2003, and otherwise effective at the beginning of the first
  interim period beginning after June 15, 2003.  The adoption of SFAS No.
  150 did not have an effect on the condensed consolidated financial
  statements.

NOTE 2 - Equity Line of Credit
         ---------------------

  On May 1, 2003, the Company entered into an equity line of credit with
  Cornell Capital Partners, LP ("Cornell") for a proposed $3,500,000 equity
  credit line.  Under the terms of the agreement, Cornell shall commit to
  purchase up to $3,500,000 of the Company's common stock over a 24-month
  period after an effective registration of the shares has become effective.
  The purchase price of the common stock shall be 96% of the market price as
  defined in the agreement.  The Company will also pay cash compensation
  equal to 6% of the gross proceeds of each purchase.  At closing the Company
  issued a 5% convertible debenture in the amount of $130,000 due May 1,
  2006.  The debenture plus accrued interest is convertible at Cornell's
  option into shares of the Company's common stock at a conversion price
  equal to 100% of the closing bid price as defined in the agreement
  triggered on the conversion date, with a limitation on the principal
  amount convertible at any one time based on a minimum stock price.  The
  debenture is for full satisfaction of fees and expenses and is fully
  earned by Cornell upon entering into the equity credit line agreement.
  There can be no assurances that an effective registration statement will be
  declared and therefore the equity line of credit funded.

  Also in connection with this agreement the Company issued 178,571 shares of
  common stock for placement agent fees valued at $10,000.

NOTE 3 - Notes Payable to Shareholders
         -----------------------------

  On January 21, 2003 as part of a private placement an investor purchased
  one unit for $25,000. This unit consists of a $25,000 note payable which
  accrues interest at 10% and is due on January 7, 2004 as well as 25,000
  shares of the Company's common stock plus 25,000 warrants to purchase the
  Company's common stock at an exercise price of $0.10 per warrant
  exercisable through January 7, 2004 plus 25,000 warrants to purchase the

                                    12

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 3 - Notes Payable to Shareholders, continued
         -----------------------------

  Company's common stock at an exercise price of $0.25 per warrant
  exercisable through January 7, 2005.  The balance outstanding under this
  note payable at September 30, 2003 was $25,000.

  On March 14, 2003 the Company issued a non-interest bearing note payable
  for $50,000. This note payable will be repaid to the stockholder upon a
  potential funding by an investment company or if such funding does not
  take place then the note will be repaid from any potential future net
  profits from the Company's sale of AXP 1000 power generators. In
  connection with this note the Company also issued 617,058 shares of the
  Company's common stock.  The balance outstanding under this note payable
  at September 30, 2003 was $50,000.

  On November 29, 2002, March 11, 2003 and March 13, 2003 as part of
  investment agreements, the Company entered into three note payable
  agreements with a stockholder aggregating $70,000, which accrues interest
  at 10% and was due in monthly installments through April 2004.  On June
  19, 2003 Company amended the agreements to extend the due date to October
  1, 2003.  Under the terms of the amended agreement the Company would repay
  the notes upon a potential funding from an investment company or paid
  through revenues from the Company's gas gathering systems.  The Company
  has informally agreed with the stockholder to extend the due date of the
  notes and is currently in the process of formalizing this agreement.  In
  the event of default, the Company would be required to satisfy the note by
  recording a lien on the assets of Gas Gathering and its gas gathering
  system and shall assign all proceeds from gross revenues realized from the
  sale of gas and liquids from these operations until the note and all
  interest and default interest was paid in full. In connection with these
  investment agreements the Company issued 110,000 warrants to purchase the
  Company's common stock at an exercise price of $0.10 per warrant
  exercisable through March 13, 2006, which was subsequently extended based
  on the amended agreement until September 1, 2008.  The Company also issued
  an additional 50,000 warrants based on the amended agreement with an
  exercise price of $0.10 per warrant through September 1, 2008.   Also in
  connection with these investment agreements the Company issued an aggregate
  of 140,000 shares of the Company's common stock valued at $7,000 to the
  shareholder for consulting services.  The balance outstanding under these
  notes payable at September 30, 2003 was $60,750.

  During the second quarter, 2003 as part of a private placement offering
  investors purchased 10 units for an aggregate of $100,000.  Each unit
  consists of a $10,000 note payable, which accrues interest at 20% and is
  due in twelve months as well as 2,000 shares of the Company's common stock.
  The balance outstanding under these notes payable at September 30, 2003 was
  $100,000.  As an incentive to certain investors an additional 6,000 shares
  were issued in connection with this offering.

  On May 27, 2003 the Company entered into a $25,000 note payable agreement
  with a stockholder. This note payable will be repaid to the stockholder in
  the amount of $30,000, upon a potential funding by an investment company.
                                    13

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 3 - Notes Payable to Shareholders, continued
         -----------------------------

  In connection with this note the Company also issued 150,000 warrants to
  purchase the Company's common stock at an exercise price of $0.01 per
  warrant exercisable through May 27, 2005.  The balance outstanding under
  this note payable at September 30, 2003 was $25,000.

  On June 26, 2003, in connection with an asset purchase agreement, the
  Company issued a note payable in the amount of $30,000 due in three equal
  installments of $10,000 beginning every thirtieth day after the date of
  agreement plus 300,000 shares of the company's common stock valued at
  $39,000.  The balance outstanding on this Note as of September 30, 2003
  was $20,000.  The Company has informally agreed with the note holder to
  extend the due date of the note and is currently in the process of
  formalizing this agreement.

  During the second quarter ended June 30, 2003, the Company entered into an
  agreement with a stockholder to extend the due date of a note payable dated
  December 3, 2002 from June 3, 2003 to December 31, 2004. The outstanding
  balance relating to this note payable at September 30, 2003 was $150,000.

  On July 15, 2003, the Company entered into a promissory note agreement,
  which was subsequently amended on August 1, 2003 to increase the principal
  amount from $20,000 to $40,000.  The note was also amended to accrue
  interest at 5% per annum and to be due February 1, 2004.

  On July 23, 2003, in connection with a shareholder loan agreement dated
  July 9, 2002, the Company entered into an amended agreement with this
  shareholder to extend the term of the loan maturity date from July 9, 2003
  to November 9, 2003.  The outstanding balance relating to this note
  payable at September 30, 2003 was $50,000.

  On August 18, 2003, the Company entered into a note payable agreement
  with a stockholder for $250,000.  This note will be repaid in the
  aggregate amount of $281,250.  This note, when aggregated with two notes
  payable previously entered into with the same stockholder in the amount
  of $125,000 (for an aggregate of $375,000), will be repaid to the
  stockholder upon a potential funding from an investment company in amounts
  of $40,000 per month upon receipt of such funding.  In connection with this
  note, the Company issued the stockholder 500,000 warrants, which when added
  to 500,000 warrants previously issued to this stockholder, which were
  thereby amended and restated, are now set to expire on August 15, 2007.
  The new exercise prices for the warrants are as follows:  200,000 at $0.01,
  200,000 at $0.05, 200,000 at $0.10, 200,000 at $0.15 and 200,000 at $0.25.

  The fair market value of the 50,000 warrants issued on January 21, 2003,
  110,000 warrants issued on March 14, 2003, and subsequently extended,
  150,000 warrants issued on May 27, 2003 the 50,000 warrants issued on
  June 19, 2003 and the 500,000 warrants issued on August 18, 2003 is
  approximated as $97,252 estimated at the date of grant using the Black-
  Scholes option-pricing model.  The fair market value of the 25,000 shares
  of the Company's common stock issued on January 21, 2003, 617,058 shares
                                    14

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 3 - Notes Payable to Shareholders, continued
         -----------------------------

  of the Company's common stock issued on March 14, 2003, 26,000 shares of
  the Company's common stock issued in connection with the private placement
  agreements and 200,000 shares issued in connection with the August 1, 2003
  amended note agreement is approximated $62,363 estimated based on the
  average trading value of the stock.  These amounts were recorded as
  increased to both additional paid in capital and deferred debt discount.
  The deferred debt discount will be amortized to interest expense over the
  life of the notes.

NOTE 4 - Notes Payable
         -------------

  On April 17, 2003, the Company entered a note payable agreement with a
  distributor for $34,000.  The note accrues interest at 7% and is payable
  in monthly installments of $673, principal and interest, beginning May 1,
  2003 through April 1, 2008.  The balance outstanding under this note
  payable at September 30, 2003 was $26,151.

NOTE 5 - Common Stock
         ------------

  On January 17, 2003, in connection with a private offering, the Company
  sold 500,000 shares of common stock to an investor at $0.10 per share or
  $50,000. The Company also issued warrants to purchase 50,000 shares of
  the Company's common stock with an exercise price of $0.25 expiring on
  January 16, 2005.  In connection with a non-dilution provision with this
  investor, the investors 4,000,000, share ownership in the Company is now
  non-dilutable for common stock issued by the Company beyond 20,000,000, or
  20%.  This non-dilution provision has been extended to be effective until
  August 15, 2005 and does not include shares issued in a merger or
  acquisition that increases value and is approved by a majority of the
  stockholders of the Company.

  On January 21, 2003, the Company issued 260,000 shares of common stock
  valued at $28,600 to consultants for services provided.

  On January 21, 2003, the Company issued 500,000 shares of common stock
  valued at $55,000 to employees for services provided.

  On January 22, 2003, in connection with a private offering, the Company
  sold 100,000 shares of common stock to an investor at $0.20 per share or
  $20,000. The Company also issued an additional 100,000 shares of common
  stock valued at $11,000 to this investor for consulting services provided.

  On March 5, 2003, the Company issued 50,000 shares of common stock valued
  at $3,000 to consultants for services provided.

  On March 13, 2003, the Company issued 25,000 shares of common stock valued
  at $1,750 to an employee for services provided.

                                   15

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 5 - Common Stock, continued
         ------------

  On April 2, 2003, the Company issued 25,000 shares of common stock valued
  at $1,250 to a consultant for services provided.

  On May 1, 2003, the Company issued 25,000 shares of common stock valued at
  $1,500 to a consultant for services provided.

  On June 1, 2003, the Company issued 200,000 shares of common stock valued
  at $12,000 in connection with a one-year agreement with an investor
  relations firm for services provided.  The Company will also issue an
  additional 300,000 shares through March 1, 2004 for services to be
  provided.  The Company will also pay a $500 monthly retainer to be
  increased up to $4,000 based on performance criteria.

  On June 18, 2003, an investor purchased 1,000,000 shares of the Company's
  common stock at $0.05 per share or $50,000.  The Company also issued rights
  to this investor to purchase and additional 1,000,000 shares for $0.05 per
  share or $50,000 on or before September 6, 2003.  The Company and the
  investor agreed to exercise this right on August 7, 2003 for 1,100,000
  shares at $0.045 per share or $50,000 (See Note 9).

  On June 18, 2003, the Company issued 25,000 shares of common stock valued
  at $3,000 to a consultant for services provided.

  On June 18, 2003, the Company issued 25,000 shares of common stock valued
  at $3,000 to a consultant for services provided.

  On June 18, 2003, the Company issued 50,000 shares of common stock valued
  at $6,000 to the manufacturer of its AXP 1000 product for consulting
  services provided.  The Company has also agreed to issue 50 shares of
  common stock for each unit to be shipped by the manufacturer.

  On June 27, 2003, an investor purchased 1,604,909 of the Company's common
  stock at $0.0303 per share or $48,629.

  On July 2, 2003, in connection with a private offering, the Company sold
  100,000 shares of common stock to an investor at $0.06 per share or $6,000.

  On July 4, 2003, in connection with a private offering, the Company sold
  150,000 shares of common stock to an investor at $0.06 per share or $9,000.

  On July 10, 2003, in connection with a private offering, the Company sold
  200,000 shares of common stock to an investor at $0.05 per share or
  $10,000 and issued 2,000 shares as an equity kicker.

  On July 15, 2003, in connection with a private offering, the Company sold
  600,000 shares of common stock to two investors at $0.05 per share or
  $30,000.

  On July 17, 2003, in connection with a private offering, the Company sold
  30,000 shares of common stock to an investor at $0.06 per share or $1,800.
                                       16

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 5 - Common Stock, continued
         ------------

  On July 18, 2003, in connection with a private offering, the Company sold
  200,000 shares of common stock to an investor at $0.05 per share or
  $10,000 and issued 4,000 shares as an equity kicker.

  On July 24, 2003, in connection with a private offering, the Company sold
  100,000 shares of common stock to two investors at $0.06 per share or
  $6,000.

  On July 24, 2003, the Company issued as an equity kicker 14,000 shares to
  seven investors.

  On July 24, 2003, the Company issued 15,250,000 shares to officers and
  employees of the Company as non-cash compensation valued at $1,830,000
  for services provided.

  On July 24, 2003, the Company issued 3,300,000 shares to an investor in
  regards to an anti-dilution agreement.

  On July 28, 2003, in connection with a private offering, the Company sold
  125,000 shares of common stock to two investors at $0.06 per share or
  $7,500.

  On July 29, 2003, in connection with a private offering, the Company sold
  50,000 shares of common stock to an investor at $0.06 per share or $3,000.

  On July 30, 2003, in connection with a private offering, the Company sold
  50,000 shares of common stock to an investor at $0.06 per share or $3,000.

  On August 5, 2003, in connection with a private offering, the Company sold
  50,000 shares of common stock to an investor at $0.06 per share or $3,000.

  On August 5, 2003, the Company issued 774,182 shares to an investor in
  regards to an anti-dilution agreement.

  On August 6, 2003, in connection with a private offering, the Company sold
  33,333 shares of common stock to an investor at $0.06 per share or $2,000.

  On August 7, 2003, in connection with a private offering, the Company sold
  1,100,000 shares of common stock to an investor at $0.045 per share or
  $50,000.

  On August 8, 2003, the Company entered into an agreement with a consulting
  firm to issue 600,000 shares of the Company's common stock valued at
  $72,000 for consulting services to be provided. The term of the agreement is
  for six months with a renewal option for an additional six months.

  On August 19, 2003, in connection with a private offering, two investors
  purchased 200,000 of the Company's common stock at $0.05 per share or
  $10,000.

                                 17

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 5 - Common Stock, continued
         ------------

  On August 19, 2003, the Company issued 175,000 shares of common stock
  valued at $26,250 to consultants for services provided.

  On August 19, 2003, in connection with a private offering, an investor
  purchased 20,000 of the Company's common stock at $0.06 per share or
  $1,200.

  On August 19, 2003, the Company issued 1,685,259 shares to an investor
  in regards to an anti-dilution agreement.

  On August 22, 2003, the Company issued 60,000 shares of common stock
  valued at $9,000 to consultants for services provided.

  On August 22, 2003, in connection with a private offering, two investors
  purchased 450,000 of the Company's common stock at $0.05 per share or
  $22,500.

  On August 25, 2003, the Company issued 300,000 shares of the Company's
  common stock to officers of the Company as non-cash compensation valued
  at $45,000 for services provided.

  On August 29, 2003, in connection with a private offering, two investors
  purchased 340,000 of the Company's common stock at $0.05 per share or
  $17,000.

  On August 29, 2003, in connection with a private offering, an investor
  purchased 80,000 of the Company's common stock at $0.10 per share or
  $8,000.

  On August 29, 2003, the Company issued 320,000 shares to an investor
  in regards to an anti-dilution agreement.

  On September 17, 2003, the Company issued 900,000 shares valued at
  $135,000 in connection with an asset purchase agreement.

  On September 17, 2003, the Company issued 500,000 shares of common
  stock valued at $75,000 to a consultant for services to be provided.

  On September 17, 2003, the Company issued 50,000 shares valued at
  $7,500 to employees of the Company as non cash compensation for services
  provided.

  On September 17, 2003, in connection with a private offering, an
  investor purchased 1,000,000 of the Company's common stock at $0.05
  per share or $50,000.

  On September 23, 2003, the Company issued 99,000 shares of common
  stock valued at $12,870 to a consultant for services to be provided.


                                   18

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------

NOTE 5 - Common Stock, continued
         ------------

  On September 29, 2003, in connection with a private offering, an
  investor purchased 50,000 of the Company's common stock at $0.10 per
  share or $5,000.

  On September 29, 2003, in connection with a private offering, two
  investors purchased 223,500 of the Company's common stock at $0.06
  per share or $13,400.

  On September 29, 2003, the Company issued 50,000 shares of common
  stock valued at $7,500 to a consultant for services provided.

  On September 29, 2003, the Company issued 328,750 shares to an
  investor in regards to an anti-dilution agreement.

NOTE 6 - Warrants
         --------

Transactions involving warrants are summarized as follows:

<TABLE>
<CAPTION>

<S>                                   <C>                  <C>

                                                             Weighted
                                      Number of               Average
                                       Warrants            Exercise Price
                                      -----------------------------------

  Balance - January 1, 2003             460,000                $0.23

  Warrants issued during the period
   (See Note 3)                         910,000                $0.10

  Balance - September 30, 2003        1,370,000                $0.15

</TABLE>

There were 1,220,000 warrants exercisable at September 30, 2003.

NOTE 7 - Segment Reporting
         -----------------

  The accounting policies of the segments are disclosed in the summary of
  significant accounting policies. There are no intersegment sales.  The
  Company evaluates performance based on income or loss from operations.



                                    19

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------
NOTE 7 - Segment Reporting, continued
         -----------------

  Summarized financial information concerning the Company's reportable
  segments is show in the following tables.

<TABLE>
<CAPTION>

<S>                         <C>          <C>        <C>            <C>
                               Gas        Wind       General
                            Gathering    Dancer     Corporation    Total
----------------------------------------------------------------------------

  For the Nine Months Ended September 30, 2003:


Revenue                     $   1,245    $ 282,293  $         -    $   283,538
                            =========    =========  ===========    ===========

  Operating loss            $ (20,137)   $(120,355) $(2,858,593)   $(2,999,085)
                            =========    =========  ===========    ===========

Loss from continuing
  operations                $ (20,137)   $(120,596) $(2,918,946)   $(3,059,679)
                            =========    =========  ===========    ===========

  Capital Expenditures      $       -    $  42,976  $     1,670    $    44,646
                            =========    =========  ===========    ===========

  Total Identifiable
   assets at Sept. 30, 2003 $ 240,159    $ 336,837  $   565,317    $ 1,142,313
                            =========    =========  ===========    ===========

Nine Months Ended September 30, 2002

Revenue                     $  48,485    $       -  $         -    $    48,485
                            =========    =========  ===========    ===========

  Operating loss            $(166,403)   $       -  $  (920,595)   $(1,086,998)
                            =========    =========  ===========    ===========

Loss from continuing
  operations                $(166,403)   $       -  $  (920,240)   $(1,086,643)
                            =========    =========  ===========    ===========

  Capital Expenditures      $ 112,169    $       -  $         -    $   112,169
                            =========    =========  ===========    ===========


                                     20

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------
NOTE 7 - Segment Reporting, continued
         -----------------

Three Months Ended September 30, 2003

Revenue                     $       -    $ 174,482  $         -    $   174,482
                            =========    =========  ===========    ===========

  Operating loss            $  (3,551)   $ (30,408) $(2,216,703)   $(2,250,662)
                            =========    =========  ===========    ===========

Loss from continuing
  operations                $  (3,551)   $ (30,621) $(2,252,755)   $(2,286,927)
                            =========    =========  ===========    ===========

  Capital Expenditures      $       -    $  24,145  $         -    $    24,145
                            =========    =========  ===========    ===========

Three Months Ended September 30, 2002

Revenue                     $  19,681    $       -  $         -    $    19,681
                            =========    =========  ===========    ===========

  Operating loss            $ (37,136)   $       -  $  (528,561)   $  (565,697)
                            =========    =========  ===========    ===========

Loss from continuing
  operations                $ (37,136)   $       -  $  (527,898)   $  (565,034)
                            =========    =========  ===========    ===========

  Capital Expenditures      $   5,000    $       -  $         -    $     5,000
                            =========    =========  ===========    ===========

</TABLE>

NOTE 8 - Other items
         -----------

  Securities and Exchange Commission Matter
  -----------------------------------------
  On October 23, 2003, the Commission entered a cease-and-desist order
  against the Company resulting from the Company's issuance of certain
  shares of its common stock in January 2002 pursuant to an S-8 registration
  statement.  The order requires the Company to cease and desist from
  committing or causing any violations and any future violations of Sections
  5(a) and 5(c) of the Securities Act of 1933.


                                 21

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
----------------------------------------------------------------------------
NOTE 8 - Other items, continued
         -----------

  Letter of Intent
  ----------------
  On March 7, 2003, the Company entered into a letter of intent which was
  subsequently amended on April 3, 2003, whereby the Company would sell its
  100% membership interest in Gas Gathering for $500,000 to American West
  Resources ("American West").  On May 8, 2003, the Company entered into a
  revised letter of intent with American West whereby the purchase price
  would be $500,000, if the closing occurs on or before November 1, 2003,
  $650,000 if the closing occurs between November 2, 2003 and May 1, 2004
  and $800,000 if the closing occurs between May 2, 2004 and November 1,
  2004.  Upon closing the Company would also retain an 8% net profit
  interest in Gas Gathering as defined in the letter of intent.

  Prior to closing, American West will operate the system and receive all
  gross proceeds until November 1, 2003, with the Company receiving 50% of
  net proceeds thereafter until closing.  The President, Chief Executive
  Officer and majority shareholder of America West is the father in law of
  the Company's President and Chief Executive Officer. There can be no
  assurance that this sale will take place.  This segment of the Company's
  business will be treated as discontinued operations in accordance with FASB
  144, when and if the sale is deemed probable by management.

NOTE 9 - Subsequent Events
         -----------------

  Equity Transactions
  -------------------

  On October 15, 2003, the Company issued 500,000 shares of common stock
  valued at $65,000 to a consultant for services to be provided.

  On October 16, 2003, in connection with a private offering, an investor
  purchased 1,000,000 shares of the Company's common stock at $0.05 per
  share or $50,000.  The Company also issued warrants to purchase 200,000
  shares of the Company's common stock with an exercise price of $0.01
  per share expiring October 30, 2005.

  On October 16, 2003, the Company issued 399,750 shares to an investor
  in regards to an anti-dilution agreement.













                                   22

Item 2.  Management's Discussion and Analysis or Plan of Operation.

RESULTS OF OPERATIONS
---------------------

Registrant had realized revenues of $174,482 for the three months ended
September 30, 2003 and $283,538 for the nine months ended September 30,
2003, and revenues of $19,681 for the three months ended September 30,
2002 and $48,485 for the nine months ended September 30, 2002.  The sales
in 2003 derived from the operation of Wind Dancer Aviation Services and
in 2002 from operation of the gas gathering system.

Registrant derived a minimal amount of revenue in 2003 from its Gas
Gathering System. The reasons were due to its challenges with its Gas
Gathering System as follows:  Its original gas purchaser, Prism, was shut
down approximately six weeks during the first three quarters of 2002.
Registrant then attempted to sell its gas to Koch/Gulf South through an
intermediary, Metro Energy, which is located in the Caddo Pine Island Field,
but Metro lacked sufficient equipment to process the gas.

Therefore, Registrant had determined on February 18, 2003 that its best
course of action was to attempt to sell the Gas Gathering System.  During
the first quarter of 2003, Registrant approached in excess of six different
parties to locate a purchaser.  It only identified one interested party
(American West Resources, Inc. of Fort Worth, TX ("American West")) with
which it had a letter of intent to sell the System for a purchase price of
$500,000.  Pursuant to a letter of intent, dated March 7, 2003, American West
was entitled to a 30 day exclusive period in which to post a $50,000 non
refundable deposit to purchase the System, with closing no later than 90 days
from March 7, 2003. On April 3, 2003, Registrant signed an amendment to the
letter of intent to extend the exclusive period to expire no later than 60
days from March 7, 2003, but the closing date of 90 days from March 7, 2003
still remained.  As of May 7, 2003, American West has not been able to pay
the $50,000 deposit, so the Letter of Intent has been terminated.

On May 8, 2003, Registrant entered into a revised transaction with American
West.  Pursuant to a letter of intent executed, American West has agreed to
purchase Gas Gathering Enterprises for a purchase price of $500,000, if
closing is on or before November 1, 2003, $650,000 if between November 2,
2003 and May 1, 2004, and $800,000 if between May 2, 2004 and November 1,
2004.  In the interim, American West will operate the system and receive all
gross proceeds until November 1, 2003, with EENT receiving 50% of net
proceeds thereafter until closing.  Upon closing, EENT will retain an 8% net
profits interest in perpetuity.  American West will operate the system and
make improvements at its own expense.

However, Registrant has been able to make progress with Wind Dancer and enter
phase two of its plan - development and marketing of Supplemental Type
Certificates ("STC").  In April 2003, Wind Dancer entered into an agreement
with Western Petroleum Company (a Chevron distributor) to purchase all of
its aviation fuels from Western Petroleum for a period of seven years.  In
addition, Western lent $34,000 to Wind Dancer to make certain capital
improvements required for Wind Dancer to be a Chevron approved fuel seller
and for certain acquisition of equipment.  The note payable bears interest at
7% and is payable in monthly installments of $673.24 for principal and
interest, from May 1, 2003 through April 1, 2008.  The note is secured by a
first lien on Wind Dancer's two fuelling trucks and assets purchased with
proceeds from the loan.

                                 23

Additionally, on June 27, 2003, Registrant acquired inventory of airplane
parts and approximately 49 turbocharger Supplement Type Certificates ("STCs")
from Kelly Aerospace for an aggregate price of $69,000.  The consideration
was 300,000 shares of EENT Common Stock, restricted, and a $30,000 note
payable, bearing no interest with three equal principal installments on the
30, 60 and 90 day anniversaries of the acquisition closing date.  The note
is secured by a lien on the purchased inventory and the STCs.  In addition,
Wind Dancer became a master distributor for Kelly parts and inventory.

On September 17, 2003, Registrant entered into an agreement to acquire
turbocharger and Aero Commander STCs from Mr. RPM, LLC and RPM Management,
LLC, in addition to related parts and inventory.  The purchase price was
900,000 shares of restricted common stock of Registrant valued at $135,000.

With these three transactions complete, Wind Dancer is in a position to
continue growing its Fixed Base Operator ("FBO") business and commence
marketing and developing STCs.

With respect to its AXP 1000 product, on June 10, 2003, Registrant entered
into an agreement with BMZ Generators & Welders, Inc., of Pompano Beach,
FL to be the exclusive contract manufacturer for EENT's AXP 1000. BMZ will
assemble, package and ship units.  BMZ will act as a vendor with EENT to
provide the generator for the AXP 1000 device with delivery of a minimum
of 30 units per month for the next six months.  EENT and BMZ have also
agreed to enter into good faith negotiations regarding an acquisition by
EENT of an equity interest in BMZ.  Registrant is in the process of
completing engineering and is poised to commence production.

Registrant had a net loss of $1,086,643 for the nine months ended September
30, 2002 and of $3,059,679 for the nine months ended September 30, 2003,
resulting in a net loss per share of $0.09 and $0.09 respectively.
Registrant had a net loss of $565,034 for the three months ended September
30, 2002 and of $2,286,927 for the three months ended September 30, 2003,
resulting in a net loss per share of $0.03 and $0.05, respectively.

Net operating loss for Gas Gathering, Wind Dancer and General Corporation
was $20,137, $120,355, and $2,858,593, respectively for the nine months
ended September 30, 2003.

Net operating loss for Gas Gathering, Wind Dancer and General Corporation
was $166,403, $0, and $920,595, respectively for the nine months ended
September 30, 2002.

Net operating loss for Gas Gathering, Wind Dancer and General Corporation
was $3,551, $30,408, and $2,216,703, respectively for the three months
ended September 30, 2003.

Net operating loss for Gas Gathering, Wind Dancer and General Corporation
was $37,136, $0, and $528,561, respectively for the three months ended
September 30, 2002.

The reason for the continued losses is that Registrant has yet to
generate significant revenues from Wind Dancer or to generate revenues
from its AXP 1000 program, although it expects to begin revenue
generation from the AXP 1000 program in the fourth quarter of 2003.
With respect to Wind Dancer, revenue should remain in the same range
(with a cyclical downturn at the end of the summer season) until there
is ability to develop and market the STCs purchased from Kelly Aerospace,
which will require capital outlays to be determined.
                                 24

Selling, general and administrative expenses for the three months ended
September 30, 2003 were $371,060 and for the three months ended September
30, 2002 were $568,491.  Selling, general and administrative expenses for
the nine months ended September 30, 2003 were $1,054,053 and for the nine
months ended September 30, 2002 were $1,096,322.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the nine months ended September 30, 2003 and 2002, the Company raised
funds primarily by the issuance of notes payable and the Company's common
stock in the amount of $724,286 and $982,904, respectively.

Registrant believes that its existing cash balance and future operating cash
flows may not be sufficient for near term operating needs unless it is able
to quickly and consistently expand its operations and is exploring various
opportunities to raise additional capital. The extent to which such sources
will be sufficient to meet Registrant's anticipated cash requirements is
subject to a number of uncertainties, the most important of which is
Registrant's ability to generate sufficient cash flow to support its
business operations.

The Company's independent auditors have noted in their report on the
Company's 2002 financial statements that there are existing uncertain
conditions including the net loss the Company incurred in the amount of
$1,680,989 during the year ended December 31, 2002 and the working capital
deficit of $854,392 that existed at the balance sheet date.  During the
first three quarters of 2003, the Company incurred a net loss of $3,059,679
(as opposed to a net loss of $1,086,643 during the same period in 2002)
furthermore at September 30, 2003 the Company had a working capital deficit
of $1,119,556.  These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

CHANGES IN FINANCIAL CONDITION
------------------------------

Registrant has not experienced a change in financial condition and continues
to operate at a deficit as stated above.

Item 3. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that it is
able to collect the information that is required to be disclosed in the
reports it files with the SEC, and to process, summarize and disclose this
information within the time period specified in the rules of the SEC. The
Company's Chief Executive and Chief Financial Officers are responsible for
establishing, maintaining and enhancing these procedures. They are also
responsible, as required by the rules established by the SEC, for the
evaluation of the effectiveness of these procedures.

Based on their evaluation of the Company's disclosure controls and
procedures which took place as of the filing of this report, the Chief
Executive Officer and the Chief Financial Officer believe that these
procedures are effective to ensure that the Company is able to collect,



                                  25

process and disclose the information it is required to disclose in the
reports it files with the SEC within the required time period.

Internal Controls

The Company maintains a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded
as necessary to (1) permit preparation of financial statements in
conformity with accepted accounting principles generally accepted in the
United States of America, and (2) maintain accountability for assets.
Access to assets is permitted only in accordance with management's general
or specific authorization.

Since the date of the most recent evaluation of the Company's internal
controls by the Chief Executive and Chief Financial Officers, there have
been no significant changes in such controls or in other factors that could
have significantly affected those controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.

                       PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Securities and Exchange Commission Matter
-----------------------------------------
On October 23, 2003, the Commission entered a cease-and-desist order against
the Company resulting from the Company's issuance of certain shares of its
common stock in January 2002 pursuant to an S-8 registration statement.  The
order requires the Company to cease and desist from committing or causing
any violations and any future violations of Sections 5(a) and 5(c) of the
Securities Act of 1933.

600 Racing, Inc. v. EENT et. al.
--------------------------------
On October 28, 2003, the Company was served with a complaint by 600 Racing,
Inc.  The complaint alleges that EENT is liable on a $150,000 judgment
issued against Millennium Fuels USA, LLC ("MFUSA"), an unrelated entity, of
which Will McAndrew and Roger Wurtele, the Company's CEO and CFO,
respectively, were the Managers.  The complaint alleges that the Company
engaged in a joint enterprise with MFUSA and integrated resources with MFUSA
and is thus liable on an "alter ego" theory.  Alternatively, the complaint
alleges Company liability based upon the allegation that the Company
deprived MFUSA of corporate opportunity and thus tortiously interfered with
MFUSA's contract with Plaintiff.

Company's counsel states that the claims are without merit in that MFUSA and
the Company were two distinct businesses, with separate business plans and
no commingling of funds.  Each had separate operations with the only
coincidence being the fact that McAndrew and Wurtele were officers of both
entities and the entities share a business address.  Lastly, McAndrew and
Wurtele did not become substantially involved with the Company until December
2001, which was well after the end of dealings between Plaintiff and MFUSA.
Defense counsel is filing an answer and expects to be able to effect the
Company's dismissal from the suit without any liability due to the lack of
meritorious claims.



                                   26
Item 2. Changes in Securities.

(a)  On July 2, 2003, in connection with a private offering, the Company
     sold 100,000 shares of common stock to an investor at $0.06 per share or
     $6,000.

(b)  On July 4, 2003, in connection with a private offering, the Company sold
     150,000 shares of common stock to an investor at $0.05 per share or
     $9,000.

(c)  On July 10, 2003, in connection with a private offering, the Company
     sold 200,000 shares of common stock to an investor at $0.05 per share or
     $10,000 and issued 2,000 shares an equity kicker.

(d)  On July 15, 2003, in connection with a private offering, the Company
     sold 600,000 shares of common stock to two investors at $0.05 per share
     or $30,000.

(e)  On July 15, 2003, the Company entered into a promissory note agreement,
     which was subsequently amended on August 1, 2003 to increase the
     principal amount from $20,000 to $40,000.  The note was also amended to
     accrue interest at 5% per annum and to be due February 1, 2004.  In
     connection with this note, the Company issued an aggregate of 200,000
     shares of the Company's common stock valued at $26,000.

(f)  On July 17, 2003, in connection with a private offering, the Company
     sold 30,000 shares of common stock to an investor at $0.06 per share or
     $1,800.

(g)  On July 18, 2003, in connection with a private offering, the Company
     sold 200,000 shares of common stock to an investor at $0.05 per share or
     $10,000 and issued 4,000 shares as an equity kicker.

(h)  On July 24, 2003, in connection with a private offering, the Company
     sold 100,000 shares of common stock to two investors at $0.06 per share
     or $6,000.

(i)  On July 24, 2003, the Company issued as an equity kicker 14,000 shares
     to seven investors.

(j)  On July 24, 2003, the Company issued 15,250,000 shares to officers and
     employees of the Company as non-cash compensation valued at $1,830,000
     for services provided.

(k)  On July 24, 2003, the Company issued 3,300,000 shares to an investor in
     regards to an anti-dilution agreement.

(l)  On July 28, 2003, in connection with a private offering, the Company
     sold 125,000 shares of common stock to two investors at $0.06 per share
     or $7,500.

(m)  On July 29, 2003, in connection with a private offering, the Company
     sold 50,000 shares of common stock to an investor at $0.06 per share or
     $3,000.

(n)  On July 30, 2003, in connection with a private offering, the Company
     sold 50,000 shares of common stock to an investor at $0.06 per share or
     $3,000.


                                   27

(o)  On August 5, 2003, in connection with a private offering, the Company
     sold 50,000 shares of common stock to an investor at $0.06 per share or
     $3,000.

(p)  On August 5, 2003, the Company issued 774,182 shares to an investor in
     regards to an anti-dilution agreement.

(q)  On August 6, 2003, in connection with a private offering, the Company
     sold 33,333 shares of common stock to an investor at $0.06 per share or
     $2,000.

(r)  On August 7, 2003, in connection with a private offering, the Company
     sold 1,100,000 shares of common stock to an investor at $0.045 per
     share or $50,000.

(s)  On August 8, 2003, the Company entered into an agreement with a
     consulting firm to issue 600,000 shares of the Company's common stock
     valued at $72,000 for consulting services to be provided. The term of
     the agreement is for six months with a renewal option for an additional
     six months.

(t)  On August 18, 2003, the Company entered into a note payable agreement
     with a stockholder for $250,000.  This note will be repayable in the
     aggregate amount of $281,250.  This note, when aggregated with two
     notes payable from the same stockholder in the total amount of $125,000
     (for an aggregate of $375,000) will be repaid to the stockholder upon a
     potential funding from an investment company in amounts of $40,000 per
     month upon receipt of such funding.  In connection with this note, the
     Company issued the stockholder 500,000 warrants, which when added to the
     500,000 warrants issued to this stockholder, which were herby amended
     and restated, are now set to expire on August 15, 2007.  The new
     exercise prices for the warrants are as follows:  200,000 at $0.01,
     200,000 at $0.05, 200,000 at $0.10, 200,000 at $0.15 and 200,000 at
     $0.25.  In connection with this loan the date of expiration of this
     stockholder's anti-dilution protection is extended to August 15, 2005.

(u)  On August 19, 2003, in connection with a private offering, two investors
     purchased 200,000 of the Company's common stock at $0.05 per share or
     $10,000.

(v)  On August 19, 2003, the Company issued 175,000 shares of common stock
     valued at $26,250 to consultants for services provided.

(w)  On August 19, 2003, in connection with a private offering, an investor
     purchased 20,000 of the Company's common stock at $0.06 per share or
     $1,200.

(x)  On August 19, 2003, the Company issued 1,685,259 shares to an
     investor in regards to an anti-dilution agreement.

(y)  On August 22, 2003, the Company issued 60,000 shares of common stock
     valued at $9,000 to consultants for services provided.

(z)  On August 22, 2003, in connection with a private offering, two
     investors purchased 450,000 of the Company's common stock at $0.05
     per share or $22,500.



                                28

(aa) On August 25, 2003, the Company issued 300,000 shares of the Company's
     common stock to officers of the Company as non-cash compensation valued
     at $45,000 for services provided.

(ab) On August 29, 2003, in connection with a private offering, two
     investors purchased 340,000 of the Company's common stock at $0.05
     per share or $17,000.

(ac) On August 29, 2003, in connection with a private offering, an
     investor purchased 80,000 of the Company's common stock at $0.10
     per share or $8,000.

(ad) On August 29, 2003, the Company issued 320,000 shares to an investor
     in regards to an anti-dilution agreement.

(ae) On September 17, 2003, the Company issued 900,000 shares valued at
     $135,000 in connection with an asset purchase agreement.

(af) On September 17, 2003, the Company issued 500,000 shares of common
     stock valued at $75,000 to a consultant for services to be provided.

(ag) On September 17, 2003, the Company issued 50,000 shares valued at
     $7,500 to employees of the Company as non-cash compensation for
     services provided.

(ah) On September 17, 2003, in connection with a private offering, an
     investor purchased 1,000,000 of the Company's common stock at
     $0.05 per share or $50,000.

(ai) On September 23, 2003, the Company issued 99,000 shares of common
     stock valued at $12,870 to a consultant for services to be provided.

(aj) On September 29, 2003, in connection with a private offering, an
     investor purchased 50,000 of the Company's common stock at $0.10
     per share or $5,000.

(ak) On September 29, 2003, in connection with a private offering, two
     investors purchased 223,500 of the Company's common stock at $0.06
     per share or $13,410.

(al) On September 29, 2003, the Company issued 50,000 shares of common
     stock valued at $7,500 to a consultant for services provided.

(am) On September 29, 2003, the Company issued 328,750 shares to an
     investor in regards to an anti-dilution agreement.

(an) On October 15, 2003, the Company issued 500,000 shares of common stock
     valued at $65,000 to a consultant for services provided.

(ao) On October 16, 2003, in connection with a private offering, an investor
     purchased 1,000,000 of the Company's common stock at $0.05 per share or
     $50,000.  In connection, the investor was issued warrants to purchase
     200,000 shares of the Company's common stock with an exercise price of
     $0.01 per share expiring October 30, 2005.

(ap) On October 16, 2003, the Company issued 399,750 shares to an investor
     in regards to an anti-dilution agreement.

                                  29


Item 3.  Defaults Upon Senior Securities.

Not Applicable.

Item 4.  Submission of Matters  to a Vote of Security Holders.

Not Applicable.

Item 5. Other Information.

On August 12, 2003, Registrant entered into a contract with Richard J.
Alfieri of Florida to provide certain business planning advisory services to
the Company, in addition to providing a list of contacts.  Alfieri received
150,000 shares of Registrant's restricted common stock for providing these
services but did not receive the $400 per week for 8 weeks referenced in
the agreement as no actual advisory services were provided.

On September 18, 2003, Registrant entered into a contract with Reich
Brothers, Inc. of New York, NY to provide investment banking advisory
services to Registrant for a period of six months.  Reich Brothers was
compensated 500,000 shares of Registrant's restricted common stock in
consideration for services to be provided.

On September 30, 2003, Registrant entered into a contract with Blue Future,
Inc. of New York, NY to provide certain investment banking advisory services
to Registrant for a period of three months.  Blue Future was compensated
99,000 shares of Registrant's restricted common stock in consideration for
services to be provided.

On October 14, 2003, Registrant entered into an agreement with Liberty
Consulting International, Inc. of Aventura, FL to provide consulting and
financial public relations services to Registrant for a period of three
months.  Liberty Consulting was compensated 500,000 shares of Registrant's
restricted common stock in consideration for services to be provided.

Item 6. Exhibits and Reports on Form 8-K.

(a)  Registrant's Form 8-K, filed on July 14, 2003, is incorporated herein
in its entirety.

(b)  Registrant's Form 8-K/A, filed On July 21, 2003, is incorporated
herein in its entirety.

(c)  Registrant's Form 8-K, filed On October 24, 2003, is incorporated
herein in its entirety.

(d)  Exhibit
     Number   Description
     31.1     Certification by Chief Executive Officer pursuant to
              Section 302 of the Sarbanes-Oxley  Act  of  2002.
     31.2     Certification by Chief Financial Officer pursuant to
              Section 302 of the Sarbanes-Oxley  Act  of  2002.
     32.1     Certification by Chief Executive Officer pursuant to
              Section 906 of the Sarbanes-Oxley  Act  of  2002
     32.2     Certification by Chief Financial Officer pursuant to
              Section 906 of the Sarbanes-Oxley  Act  of  2002.


                                   30

                                     SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                  /s/ Willard G. McAndrew, III
                               ----------------------------------
                             Energy & Engine Technology Corporation


Date:  November 14, 2003          /s/ Willard G. McAndrew, III
                               ----------------------------------
                                   Willard G. McAndrew, III

Date:  November 14, 2003              /s/ Roger N. Wurtele
                               ----------------------------------
                                       Roger N. Wurtele

*Print the name and title of each signing officer under his signature.






































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