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   March 31, 2004
                                 --------------

[ ] 	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)

Check whether the issurer (1) filed all reports to be filed by Section 13
or 15(d) of the Exchange Act during the past 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
                                                                   ---    ---

               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: 103,939,000 (as of May 14,
2004).

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

                      PART I - FINANCIAL INFORMATION

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES


                                                                    CONTENTS
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                       Page
                                                                       ----

<S>                                                                    <C>

Item 1. Financial Statements.                                           3-14

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)        8-14

Item 2.  Management's Discussion and Analysis or Plan of Operation     14-20

Item 3.  Controls and Procedures                                          20

                     PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                              20-21

Item 2. Changes in Securities                                          21-22

Item 3. Defaults upon Senior Securities                                   22

Item 4. Submission of Matters to a Vote of Security Holders               22

Item 5. Other Information                                                 22

Item 6. Exhibits and Reports on Form 8-K                                  22

Signatures                                                                22

Exhibits                                                               23-26


</TABLE>

                                      2

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                 (UNAUDITED)

                                                              March 31, 2004
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

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


CURRENT ASSETS
--------------
 Cash and cash equivalents                                       $ 1,051,843
 Accounts receivable                                                  16,793
 Inventory                                                           291,915
 Prepaid expenses and other current assets                           235,867
                                                                 -----------

   Total Current Assets                                            1,596,418

PROPERTY AND EQUIPMENT, Net                                          318,371
----------------------

OTHER ASSETS
------------
 Intangible assets, net                                                73,019
                                                                 -----------

   TOTAL ASSETS                                                  $ 1,987,808
                                                                 ===========
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements.



















                                     3

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                 (UNAUDITED)

                                                              March 31, 2004
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------
<S>                                                             <C>
CURRENT LIABILITIES
-------------------
 Accounts Payable and accrued expenses                          $   350,509
 Accrued expenses officers                                          540,647
 Current maturities of note payable                                   8,078
 Notes payable, stockholders, net of debt discount
  of $70,760                                                        433,240
                                                                -----------

   Total Current Liabilities                                    $ 1,332,474


OTHER LIABILITIES
-----------------
 Note payable, less current maturities                               14,033
                                                                -----------

   TOTAL LIABILITIES                                              1,346,507


STOCKHOLDERS' EQUITY
--------------------
 Common stock, $.001 par value, 180,000,000 shares
  authorized, 103,939,000 shares issued and outstanding             103,938
 Additional paid in capital                                       9,586,962
 Accumulated Deficiency                                          (9,016,266)
  Less: Deferred Compensation                                       (33,333)
                                                                -----------

   TOTAL STOCKHOLDERS' EQUITY                                       641,301
                                                                -----------


   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 1,987,808
                                                                ===========
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements.



                                    4

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                 (UNAUDITED)
                          For the Three Months Ended March 31, 2004 and 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                          2004                      2003
                                   -----------------------------------------
<S>                                   <C>                        <C>
NET SALES                             $   108,905                $   58,090
---------

COST OF SALES                              58,749                    22,460
-------------
                                      -----------                ----------
  GROSS PROFIT                             50,156                    35,630

OPERATING EXPENSES
------------------
 Selling, general and
  administrative expenses                 360,768                   339,779
 Stock based compensation               1,697,515                   106,350
                                      -----------                ----------
   TOTAL OPERATING EXPENSES             2,058,283                   446,129
                                      -----------                ----------

   OPERATING LOSS                      (2,008,127)                 (410,499)
                                      -----------                ----------
OTHER (EXPENSE) INCOME
----------------------
 Interest income                            1,323                        --
 Interest expense                         (28,156)                  (10,443)
                                      -----------                ----------
   TOTAL OTHER EXPENSE                    (26,833)                  (10,443)
                                      -----------                ----------
   NET LOSS                           $(2,034,960)               $ (420,942)
                                      ===========                ==========

NET LOSS PER COMMON SHARE:
-------------------------
 Basic and Diluted                    $     (0.02)               $    (0.02)
                                      ===========                ==========
WEIGHTED AVERAGE COMMON
-----------------------
 SHARES OUTSTANDING                    88,659,469                24,294,800
 ------------------                   ===========                ==========

</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements.



                                        5

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                 (UNAUDITED)

                          For the Three Months Ended March 31, 2004 and 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          2004                      2003
                                   -----------------------------------------
<S>                                   <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
 Net loss                             $(2,034,960)               $ (420,942)
 Adjustments to reconcile net loss
  to net cash used in operating
  activities:
   Depreciation and amortization           12,662                     8,227
   Stock-based compensation             1,697,515                   106,350
   Amortization of debt discount           15,628                     4,973
 Changes in operating assets and
  liabilities:
   Accounts receivable                     (8,731)                   33,207
   Inventory                              (55,054)                   (5,717)
   Prepaid expenses and other
    current assets                        (92,440)                    4,211
   Accounts payables and accrued
    expenses                             (153,381)                  (14,282)
   Accrued expenses, officers             (47,083)                   85,189
                                      -----------                ----------
     TOTAL ADJUSTMENTS                  1,369,116                   222,158
                                      -----------                ----------
     NET CASH USED IN OPERATING
      ACTIVITIES                         (665,844)                 (198,784)
                                      -----------                ----------
CASH FLOWS FROM IN INVESTING ACTIVITIES
---------------------------------------
 Purchases of property and equipment      (27,815)                   (3,342)
                                      -----------                ----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
  (Repayment) of Proceeds from notes
    payable, stockholders                  (5,000)                  113,000
  Repayment of note payable                (2,020)                       --
  Proceeds from the issuance of
    common stock, net of offering
    costs                               1,745,498                    70,000
                                      -----------                ----------
     NET CASH PROVIDED BY FINANCING
      ACTIVITIES                      $ 1,738,478                $  183,000
                                      -----------              ------------
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements.

                                      6

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                                                 (UNAUDITED)

                          For the Three Months Ended March 31, 2004 and 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          2004                      2003
                                   -----------------------------------------
<S>                                   <C>                        <C>

     NET DECREASE IN CASH AND
      CASH EQUIVALENTS                $ 1,044,819                $  (19,126)

CASH AND CASH EQUIVALENTS-Beginning         7,024                    27,817
-------------------------

CASH AND CASH EQUIVALENTS-Ending      $ 1,051,843                $    8,691
-------------------------             ===========                ==========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------

Cash paid during the period for:

Interest                              $     1,703                $       --
Income taxes                          $        --                $       --

</TABLE>

Non-cash investing and financing activities:

  During the period ended March 31, 2004, a shareholder converted their
  notes payable and accrued interest into 410,424 shares of the Company's
  common stock valued at $41,042.

  During the period ended March 31, 2004, the Company issued warrants for
  consulting services.  The fair market value of the warrants granted using
  the Black-Scholes pricing model was $50,000.

See accompanying Notes to the Condensed Consolidated 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 March 31, 2004, the related
  condensed consolidated statements of operations and cash flows for the
  three months ended March 31, 2004 and 2003 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 generally
  accepted accounting principles 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 three months ended March 31, 2004 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, 2003 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. EENT also is the developer and
  marketer of AXP 1000 auxiliary power generator for long haul trucks. During
  the fourth quarter 2003 the Company began manufacturing operations and has
  sales of the AXP 1000 power generators.

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




                                   8

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

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

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

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

  Gas Gathering
  -------------
  Revenue is recognized at the time the product is sold and made available
  to its customers.

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

  AXP 1000 Power Generators
  -------------------------
  Revenue is recognized at the time the generator is delivered to the
  customer.

  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 engines 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 three months ended March 31, 2004 and 2003 were
  $2,253 and $41,467, 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.



                                     9

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------
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
  ------------------
  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 months ended March 31, 2004 and 2003, as
  inclusion is anti-dilutive.  Potentially dilutive securities (warrants) of
  2,235,000 and 670,000 are outstanding at March 31, 2004 and 2003,
  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.

NOTE 2 - Note Payable
         ------------

  As of March 31, 2004, the Company is in default of the terms on an
  outstanding note payable with one of its shareholders. The note was due on
  January 7, 2004 with principal balance due of $25,000 and accrued interest
  of $2,300.

NOTE 3 - Common Stock
         ------------
  During the period ended March 31, 2004, the Company issued an aggregate of
  3,300,000 shares of common stock valued at $1,524,000 to three officers of
  the Company for services performed.

  On January 23, 2004 through March 12, 2004, in connection with a private
  placement offering, the Company sold an aggregate of 15,455,000 shares of
  common stock to investors at $0.10 per share or $1,460,500 net of offering
  costs of $85,000.  The Company also issued an additional 104,000 shares of
  common stock and on May 6, 2004, issued 810,000 warrants (See Note 7) to
  consultants in connection with this offering.  In consideration of
  consulting services to be provided, the Company has granted the right of
  first refusal for future financing for a period of six months to one of
  these investors.

                             10

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------
NOTE 3 - Common Stock - continued
         ------------

  As additional consideration for consulting service, the Company has also
  issued warrants to this investor to purchase 500,000 shares of the Company's
  common stock with an exercise price of $0.20, which expire in one year.  The
  fair market value of the warrants granted using the Black-Scholes pricing
  model was $50,000.

  On January 30, 2004, the Company issued 130,000 shares of common stock
  valued at $24,700 to a former employee in connection with a termination
  agreement.

  On March 1, 2004, in connection with a private placement offering, the
  Company sold 1,350,000 shares of common stock to an investor at $0.20 per
  share or $270,000.  In connection with this private placement offering the
  Company issued warrants to purchase 405,000 shares of the Company's common
  stock with an exercise price of $0.40 expiring on February 26, 2006.

  During the first quarter, the Company issued an aggregate of 204,000 shares
  of common stock valued at $47,190 to consultants for services provided.

  During the first quarter, the Company issued 410,424 shares of common stock
  to a shareholder in satisfaction of a $40,000 note payable plus accrued
  interest in the amount of $1,042.

  On March 31, 2004, the Company issued 4,428,382 shares of common stock to
  an investor in regards to an anti-dilution agreement.

NOTE 4 - Warrants
         --------
  Transactions involving warrants are summarized as follows:

<TABLE>
<CAPTION>

  <S>                                    <C>               <C>
                                          Number             Weighted
                                            Of                Average
                                         Warrants          Exercise Price
                                         --------------------------------

  Balance - December 31, 2003            1,355,000             $0.13

  Warrants issued during the period        905,000             $0.29

  Warrants expired during the quarter      (25,000)            $0.10

  Balance - March 31, 2004               2,235,000             $0.20


</TABLE>

There were 2,235,000 warrants exercisable at March 21, 2004.

                                   11

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------
NOTE 5 - Segment Reporting
         -----------------

  Summarized financial information concerning the Company's reportable
  segments is shown in the following table.

<TABLE>
<CAPTION>

<S>                         <C>          <C>        <C>         <C>            <C>
                               Gas        Wind         AXP       General
                            Gathering    Dancer       1000      Corporation    Total
------------------------------------------------------------------------------------------

  For the Three Months Ended March 31, 2004:

  Revenue                   $      --    $ 84,392   $ 24,513    $        --    $   108,905
                            =========    ========   ========    ===========    ===========

  Operating loss            $ (13,717)   $(52,283)  $(54,557)   $(1,887,570)   $(2,008,127)
                            =========    ========   ========    ===========    ===========

  Net loss                  $ (13,717)   $(50,830)  $(54,557)   $(1,915,856)   $(2,034,960)
                            =========    ========   ========    ===========    ===========

  Capital expenditures      $      --    $  1,694   $     --    $    26,121    $    27,815
                            =========    ========   ========    ===========    ===========

    Total identifiable
    assets at March
    31, 2004                $ 185,203    $314,498   $392,850    $ 1,095,257    $ 1,987,808
                            =========    ========   ========    ===========    ===========

</TABLE>





                                            12


                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------
NOTE 5 - Segment Reporting, continued
         -----------------

<TABLE>
<CAPTION>


<S>                         <C>          <C>        <C>         <C>            <C>
                               Gas        Wind         AXP       General
                            Gathering    Dancer       1000      Corporation    Total
------------------------------------------------------------------------------------------

For the Three Months Ended March 31, 2003

  Revenue                   $     910    $ 57,180   $     --    $        --    $    58,090
                            =========    ========   ========    ===========    ===========

  Operating loss            $ (10,533)   $(34,131)  $     --    $ (365,835)    $  (410,499)
                            =========    ========   ========    ==========     ===========

  Net loss                  $ (10,533)   $(34,131)  $     --    $ (376,278)    $  (420,942)
                            =========    ========   ========    ==========     ===========

  Capital expenditure       $      --    $  2,722   $     --    $      620     $     3,342
                            =========    ========   ========    ==========     ===========

</TABLE>

NOTE 6 - Other items
         -----------

  Authorized Shares
  -----------------
  On February 18, 2004, the Company filed a Certificate of Amendment to its
  Article of Incorporation to increase their authorized shares of common stock
  to 180,000,000.

  Asset Acquisition
  -----------------
  On March 4, 2004 the Company entered into a term sheet, subject to a
  definitive purchase agreement with BMZ Generators & Welders, Inc ("BMZ"),
  which is the Company's manufacturer of the AXP 1000 product, to purchase
  certain assets and intellectual property of BMZ.  Under the term sheet the
  Company would purchase certain assets of BMZ. The Company would also
                                     13

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------------------
NOTE 6 - Other items, continued
         -----------
  purchase all existing and future intellectual property rights of BMZ.  The
  purchase price of the intellectual property is $1,000,000 with $200,000
  paid in cash at closing $300,000 in the Company's common stock upon receipt
  of certain documentation from BMZ and $500,000 in the Company's common stock
  upon certain milestones over a five-year period.

  As of March 31, 2004 the Company has advanced to BMZ approximately $198,000
  which is included in prepaid expense and other current assets.  This amount
  will be applied toward the purchase of these certain assets with the
  remaining balance being applied to advances for purchases of inventory.

  Legal Proceedings
  -----------------
  On October 27, 2003, the Company was served with a complaint that 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 formerly the
  Managers.

  The Company's believes that the claim is without merit and intends to
  aggressively defend this claim brought against the Company.  At this time
  it is too early to evaluate with any reasonable certainty the likelihood of
  a favorable or unfavorable outcome.

NOTE 7 - Subsequent Events
         -----------------

  Equity Transactions
  -------------------
  On May 6, 2004, in connection with the January 23, 2004 through March 12,
  2004 private placement offering (See Note 3), the Company issued 810,000
  warrants to purchase the Company's common stock to five consultants.  The
  exercise price for each warrant is $0.10 per share.

  On May 12, 2004, the Company issued 9,000,000 warrants to purchase the
  Company's common stock to its officers.  The exercise price of each warrant
  is $0.25 per share.

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

OVERVIEW
--------
Registrant operates businesses which provide products to various aspects of
the transportation industry (long haul trucking and general aviation) which
supply innovative products to promote efficiency of operation of motor
vehicles, reduce fuel consumption and assist in reducing pollutive emissions
from operation of motor vehicles.

Registrant also owns a natural gas gathering system in Louisiana, which was
being operated by a third party, American West Resources, Inc., as of
March 31,2004, which also had an option to purchase such System; however,

                                    14

minimal amounts of revenue were generated from the System activity during
2003, or the first quarter of 2004 and the manager did not exercise its
option.  Although the manager has had gas flow through the System and the
potential to increase such flow, the System has been subject in recent
months to several hiatuses in operation.  Additionally, the manager has
not provided Registrant with any definitive indication as to availability
of cash flow to continue operation or ability to raise investment funds to
purchase the System, despite requests from Registrant.  Therefore,
Registrant has concluded that it is unlikely that the manager will be able
to close and has shifted focus away from the System.  However, Registrant
is currently seeking alternative buyers for the System.

Long Haul Trucking Industry and the AXP 1000 (according to statistics gleaned
from Truckinfo.net in late March 2004):

*   The overall U.S. trucking industry employs over 9 million individuals,
    with an estimated 15.5 million trucks overall, of these 1.9 million are
    tractor trailers.

*   There are an estimated 3.3 million truck drivers, with 10% being
    independent truckers (mostly owner operators).

*   There are also over 360,000 trucking companies with 96% operating 28 or
    fewer trucks.

*   Total revenue estimates are $255 billion per year.

*   However, profit margins are very small ($.048 per dollar of revenue),
    and the average trucker earns under $40,000 per year, with 12.8% of all
    fuel purchased belonging to truckers.

*   The U.S. Department of Labor estimates that the demand for employment
    of truck drivers may triple by 2020 from current levels.

Given these small profit margins and the January 2004 federal mandates
requiring 10 hours of rest for every 11 hours driven (combined with the
state and local anti idling laws), there is a need for solutions which can
achieve the combined goals of: utilizing all means possible to take
measures to increase profit margin and compliance with the increased and
more enforced federal and state legislation affecting long haul trucks.
Solutions to be used must combine these two goals.  Hence, the increasing
popularity of auxiliary power units ("APUs") other alternatives, such as
truck stop electrification, exist, but require large capital expenditures
and are thus less likely to become prevalent.

EENT's experience is that although APUs have been around for several years,
the recent increase in diesel prices, combined with stricter enforcement,
has placed a spotlight on this cottage industry (with industry estimates
that it could become a $2.5 billion dollar per year industry), which
heretofore had been filled with small niche players with minimal followings.
Such newfound industry is evident from the formation of a trade association
for APU manufacturers (Idle Eliminators Manufacturing Association) and
various conferences (such as the May 2004 Anti Idling Conference in Albany,
New York). Additionally, EENT has participated in several trucking industry
trade shows over the past 13 months, with increased interest in the AXP 1000
at each show.


                                      15

Given the size of the market, EENT believes that there is ample room for
itself and its competitors.  With estimates of 500,000 or more long haul
trucks on the road today, even if EENT were to only capture a 1% market
share, with an average sales price of $5000 per unit, this represents gross
revenues of $25,000,000.  If EENT can overcome its two biggest challenges,
sound and production, EENT believes it can sell 1000 - 2000 units in 2004,
which would yield $5,000,000 - $10,000,000 in sales.

The AXP 1000 has also been successful in distinguishing itself from its
competitors in several areas, including:

*   Lower cost

*   Lighter weight

*   Only unit to sit between the rails

*   Low maintenance burden

The biggest overall challenge is coordinating production/supply chain and
sales.  EENT is in the process of purchasing BMZ Generators, its contract
assembly facility, which in its current space can assemble 30 - 50 generators
per month.  BMZ's owner, Freddy Pereira, has purchased a large facility in
Pompano Beach Florida, which is in the process of being built out, with
expectations of completion during the Summer 2004.  Upon completion, EENT
will be leasing space from Pereira and expects initial assembly volume to be
close to 100 units per month.  By purchasing BMZ, EENT will also have direct
access to its generator manufacturer, thus controlling supply.

The BMZ purchase will give EENT the opportunity to expand into other stand
alone and portable generator markets in the future, such as the marine,
aviation and military industries, thus giving it flexibility in expansion of
revenue base should the APU market become saturated.  Also, the facility will
become, under the aegis of Freddy Pereira, ISO 9001 certified, allowing it to
be an industry accepted testing facility for its products.

On the supply chain issue, in March 2004, Registrant's CEO and CFO traveled
with BMZ owner, Freddy Pereira, to meet with the manufacturer of the custom
made generator used in the AXP 1000.  The meetings proved successful in
allowing Registrant to conduct sufficient due diligence to be comfortable
that the manufacturer will be able to meet Registrant's increasing product
need.

With regard to the challenge of reducing the sound emission level with the AXP
1000, Registrant is applying to a program sponsored by NASA, called SATOP
(Space Alliance Technology Outreach Program) which provides up to 40 hours of
free technology assistance to small businesses looking to apply space
technology (such as noise reduction) to the private sector.  EENT is in the
process of applying for the program and feels that it meets the outlined
qualifications.  Additionally, Registrant is exploring opportunities in the
private sector to take advantage of quieter technologies.  It is significant
to note that, although noise reduction is an ongoing process, the sound level
from the AXP 1000 is still significantly lower than from a truck's main engine
or the generator used for cooling by reefers (refrigerated truck trailers).





                                     16

General Aviation/Wind Dancer:

The discussion in the business section provides ample detail on the industry.
While EENT had placed great confidence in the ability to produce marketable
product from its STC purchases experience has shown that this process will
take significantly more time and funding than anticipated.  Therefore, EENT
has determined to instead concentrate on Wind Dancer's "bread and butter"
businesses - fuel sales and general aviation aircraft maintenance and
installation of third party turbocharger systems.  While Wind Dancer will
not generate large amounts of revenue, it is generating at present, an
average of $40,000 per month, and although there will be a dip over the
summer as the Stevens Field runway length is reduced to 4000 feet, upon
completion of runway renovations, Wind Dancer will benefit from the ability
of jet aircraft to take off with full loads of fuel (increase in weight to
70,000 lbs. from 16,000 lbs.), which should greatly increase Wind Dancer's
sale of jet fuel, from increased number of jets using the airport, and jets
purchasing more fuel (instead of taking off with partially filled tanks due
to weight limitation with the need to stop at another general aviation
airport with higher weight capacity to top off tanks).  While EENT is
exploring the efficacy of pursuing the STC program, at present, it has
determined that the priority is to use available cash to fund AXP 1000 needs,
and it is considering sale of some of its STCs to a third party.

Additional 2004 Goals:

Management has, in addition to product specific goals, undertaken to use its
reasonable best efforts to accomplish the following in 2004:

*   Listing on the Australian Stock Exchange to ease buying and selling of
    EENT stock by Pacific Rim Shareholders

*   Preparation for listing on a U.S. regulated exchange (most probably the
    American Stock Exchange) and effectuating that listing, depending on
    ability to meet listing criteria, in late 2004 or early 2005

*   Implementation of further internal controls and policies and procedures
    to continue to self manage the growth of Registrant's business and
    personnel as the business expands

*   Possible sale of non revenue generating assets, such as the Gas Gathering
    System, and certain STCs owned by Wind Dancer Aviation, to create
    additional cash available to utilize in the growth of the AXP 1000 and
    Wind Dancer business segments and to explore additional genset
    applications, as discussed under the AXP 1000 heading above

*   Shift from reliance of use of outside consultants for support services
    (such as investor relations) to self reliance for such services through
    the use of internal resources and personnel

*   Identification of new markets for products and long range business
    planning for all business units

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

As of March 31, 2003, Registrant had realized minimal revenues and as of March
31, 2004, Registrant had realized revenues of $108,905, $84,392 from
operations of its Wind Dancer Aviation Services, Inc. subsidiary and $24,513

                                   17

from sales of its AXP 1000 product.  The delays in production of the AXP 1000
product continue as EENT, as of the date of filing this Form 10-QSB, is still
in the process of acquiring its manufacturing/production contractor, BMZ
Generators, Inc., of Pompano Beach, Florida.  While sales prospects for the
product are strong, EENT has slowed down the marketing process as demand
currently outstrips supply.  In the current facility, BMZ Generators is
producing approximately 5 units per week due to very limited space and
facilities and some minor design changes.  Construction (tenant fit out) has
begun on the new BMZ facility (owned by Freddy Pereira, BMZ's current owner,
and to be leased to EENT), as of the week of May 1, 2004, and is scheduled to
be completed by July 31, 2004, barring unforeseen construction delays.
Production is expected to be sluggish until the new facility is complete and
EENT is able to move assembly operations there.  The revenues from Wind
Dancer Aviation continue to be consistently derived from fuel sales and
aircraft maintenance work.  The STC-derived turbocharger business is a long
term capital intensive proposition, which EENT has deemed to not be a
priority for capital investment at present.

With regard to EENT's gas gathering system, EENT is in the process of
terminating the relationship with American West Resources for lack of success
and lack of demonstration of ability to fund purchase of the System.  EENT is
looking for other opportunities to sell the System but in the interim has
"shut in" the System to avoid further losses.  Please refer to our 2003
10-KSB  for further detail.

Registrant had a net loss of $420,942 at March 31, 2003 and of $2,034,960
for the quarter ended March 31, 2004, resulting in a net loss per share of
$0.02 and $0.02 respectively.

Selling, general and administrative expenses at March 31, 2003 and March 31,
2004 were $339,779 and $360,768 respectively.

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

As of December 31, 2003 and March 31, 2004, Registrant's primary sources of
liquidity included cash and cash equivalents in the amount of $7,024 and
$1,051,843, respectively, which was the balance of proceeds raised in
several private Section 4(2) stock sales and note payable agreements.

Registrant believes that its existing cash balance and future operating cash
flows should be sufficient for near term operating needs (given the completed
capital raise in February 2004). However, the raise did not contemplate
purchase of BMZ which will cost an additional $500,000, $200,000 in cash (to
be raised as acquisition capital) and $300,000 in restricted Common Stock of
Registrant.  Given the increased production capacity upon acquisition and
move of operations to BMZ's new facility, Registrant's cash flow should cover
the increased cost of BMZ's operations, which EENT projects will be $100,000
until BMZ breaks even for a period of 90 days (assuming full production and
AXP sales, but without sales and production, this amount is not a commitment,
and operations would be scaled back so the amount would likely be $30,000).
Even with an estimate of sales of 1000 AXP 1000 units in the next 12 months,
and with a projection of $1000 gross profit per unit, the additional
$1,000,000 in cash flow (with Registrant's current bank deposits of
approximately $1,000,000 from the first quarter capital raise) should carry
Registrant's cash requirements through the end of 2004.



                                  18

As mentioned in the overview, the length of time to completion of the Stevens
Field runway expansion is significant as during the construction period,
there will be limited access to the Field, which will cause decreased amounts
of fuel to be sold during the Summer of 2004, typically the FBO's busy season
for fuel sales.  However, Wind Dancer should be able to continue to
consistently attract maintenance and third party turbocharger installation
work to offset the potential loss of $20,000 - $30,000 in fuel sale revenue
over the second and third quarters.  Once the construction is complete and
jets can land and take on more fuel, there should be offsetting sales of fuel
in the fourth quarter to substantially counteract the intermediate losses.

With regard to known trends and events reasonably expected to have a
material impact on net sales and revenues, Registrant strongly believes that
the heightened interest in idling alternatives should provide a stronger
demand for the AXP 1000 device.  Uncertainties include whether there can be
sufficient noise reduction in the AXP 1000 to overcome objections from some
long haul truckers (the AXP 1000 is air cooled rather than water cooled, so
it has a somewhat elevated noise level when compared with liquid cooled
devices).   If not, EENT will focus on the segment of the market where noise
is not as much of a factor (i.e.: liquid haulers where weight reduction is
paramount (the AXP 1000 is one of the lightest weight alternatives in the 5
kW category) and refrigerated container haulers or "reefers" which are loud
due to the refrigeration apparatus in any case, so noise is not as much of a
concern).  There is also concern over the reliability of the HVAC unit
currently used, but management believes alternatives are available.  Also,
Registrant does not believe it will be faced with the same delays it
experienced in 2003, which were largely caused by cash flow issues.

The other major uncertainty is the extent to whether new technology will
appear that will make the small generator/engine genset used by EENT
obsolete.  Given the potential development of other power generator
technologies, there may be a limited window of 5 - 10 years for EENT's
technology as currently configured.  Therefore, EENT, in addition to
gearing up for current production, is looking into commencing a research
and development project for its next generation products, which is
envisioned to be a part of the AXP 1000 business unit, with project
specific funding, to be determined in the future as the details of such
research and development products come to fruition.  Discussions for a
joint venture with a company with a potential alternative fuel
generation source are under way.  Registrant is also in the process of
securing its next generation engine driven genset, to replace the
currently used engine.  This is an intermediate step to be taken before
putting an alternative fuel generation source into commercial production.

Another guard against obsolescence is looking for new markets for BMZ
generators.  Therefore, Registrant will commence exploration of marketing
and sales for the generator products in other likely industries, most
notably marine, aviation and military.

Of course, EENT's business is subject to customary and usual business risks,
not necessarily subject to its control, including, but not limited, to:

*   Ordinary operating risks (product, labor and capital cost increases)

*   General economic conditions

*   Changes in laws and regulations

*   Competition
                                     19

*   Stock and product market volatility

*   "Acts of God"

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,
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.

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,


                                   20

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.

Item 2. Changes in Securities.

(a)  During the period ended March 31, 2004, the Company issued an aggregate
     of 3,300,000 shares of common stock valued at $1,524,000 to three
     officers of the Company for services performed.

(b)  On January 23, 2004 through March 12, 2004, in connection with a private
     placement offering, the Company sold an aggregate of 15,455,000 shares
     of common stock to investors at $0.10 per share or $1,460,500 net of
     offering costs of $85,000.  The Company also issued an additional
     104,000 shares of common stock and on May 6, 2004, issued 810,000
     warrants to consultants in connection with this offering.  In
     consideration of consulting services to be provided, the Company has
     granted the right of first refusal for future financing for a period of
     six months to one of these investors.

     As additional consideration for consulting service, the Company has also
     issued warrants to this investor to purchase 500,000 shares of the
     Company's common stock with an exercise price of $0.20, which expire in
     one year.  The fair market value of the warrants granted using the
     Black-Scholes pricing model was $50,000.

(c)  On January 30, 2004, the Company issued 130,000 shares of common stock
     valued at $24,700 to a former employee in connection with a termination
     agreement.

(d)  On March 1, 2004, in connection with a private placement offering, the
     Company sold 1,350,000 shares of common stock to an investor at $0.20 per
     share or $270,000.  In connection with this private placement offering
     the Company issued warrants to purchase 405,000 shares of the Company's
     common stock with an exercise price of $0.40 expiring on February 26,
     2006.

(e)  During the first quarter, the Company issued an aggregate of 204,000
     shares of common stock valued at $47,190 to consultants for services
     provided.

(f)  During the first quarter, the Company issued 410,424 shares of common
     stock to a shareholder in satisfaction of a $40,000 note payable plus
     accrued interest in the amount of $1,042.

                                  21

(g)  On March 31, 2004, the Company issued 4,428,382 shares of common stock
     to an investor in regards to an anti-dilution agreement.

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.

Not Applicable.

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

(a)  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.


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


Date:  May 17, 2004              /s/ Willard G. McAndrew, III
                               ----------------------------------
                                   Willard G. McAndrew, III

Date:  May 17, 2004                 /s/ Roger N. Wurtele
                               ----------------------------------
                                       Roger N. Wurtele

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









                                      22