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                                  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   June 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: 51,513,623 (as of August
13, 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                                  1-2
  Condensed Consolidated Statements of Operations                         3
  Condensed Consolidated Statements of Cash Flows                       4-5


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                   6-18


</TABLE>

















                                   2

                                     ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                           AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                                (UNAUDITED)

                                                              June 30, 2003
---------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                 ASSETS
                                 ------
<S>                                                            <C>
CURRENT ASSETS
--------------
Cash and cash equivalents                                      $   11,399
Accounts receivable                                                 7,634
Inventory                                                          88,865
Prepaid expenses and other current assets                         117,018
Deferred offering costs                                           140,000
                                                               ----------

  Total Current Assets                                         $  364,916

PROPERTY AND EQUIPMENT, Net                                       345,370
----------------------

OTHER ASSETS
------------
Intangible assets, net                                              7,375
                                                               ----------

    TOTAL ASSETS                                               $  717,661
                                                               ==========

</TABLE>



The accompanying notes are an integral part of these financial statements














                                   3

<PAGE>
                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                 (UNAUDITED)

                                                               June 30, 2003
----------------------------------------------------------------------------

<TABLE>
<CAPTION>

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                  ----------------------------------------

<S>                                                            <C>
CURRENT LIABILITIES
-------------------
Accounts payable and accrued expenses                          $  395,787
Accrued expenses officer                                          595,945
Current maturities of note payable                                  8,078
Convertible debenture payable                                     130,000
Notes payable, stockholders, net of debt
discount, of $66,666                                              429,084
                                                               ----------

  Total Current Liabilities                                    $1,558,894

OTHER LIABILITIES
-----------------
Note payable, less current maturities                              19,419
                                                               ----------

  TOTAL LIABILITIES                                             1,578,313

STOCKHOLDERS' DEFICIENCY
------------------------
Common stock, $.001 par value, 100,000,000
shares authorized, 29,687,194 shares
issued and outstanding                                             29,687
Additional paid-in capital                                      1,822,062
Accumulated deficiency                                         (2,712,401)
                                                               ----------

TOTAL STOCKHOLDERS' DEFICIENCY                                   (860,652)
                                                              -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY                                                    $   717,661
                                                              ===========

</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 Six Months Ended June 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         Three Months Ended             Six Months Ended
                    June 30, 2003  June 30, 2002  June 30, 2003  June 30, 2002
                    ----------------------------------------------------------
<S>                 <C>           <C>             <C>            <C>
NET SALES           $      50,966 $       28,804  $     109,056  $      28,804
---------
COST OF SALES              18,926         21,408         41,386         22,274
-------------       -------------  -------------  -------------  -------------
  GROSS PROFIT             32,040          7,396         67,670          6,530

OPERATING EXPENSES
------------------
Selling, general and
  administrative
  expenses                343,214        329,413        682,993        527,831
Stock based
  compensation             26,750             --        133,100             --
                    -------------  -------------  -------------  -------------
  TOTAL OPERATING
  EXPENSES                369,964        329,413        816,093        527,831
                    -------------  -------------  -------------  -------------
  OPERATING LOSS    $    (337,924) $    (322,017) $    (748,423) $    (521,301)

OTHER (EXPENSE) INCOME
----------------------
Interest income     $          --  $          --  $          --  $         355
Interest expense          (13,886)          (663)       (24,329)          (663)
                    -------------  -------------  -------------  -------------
  TOTAL OTHER EXPENSE     (13,886)          (663)       (24,329)          (308)
                    -------------  -------------  -------------  -------------
  NET LOSS          $    (351,810) $    (322,680) $    (772,752) $    (521,609)
                    =============  =============  =============  =============
NET LOSS PER COMMON SHARE:
--------------------------
Basic and Diluted   $       (0.01) $       (0.03) $       (0.03) $       (0.05)
                    =============  =============  =============  =============
WEIGHTED AVERAGE COMMON
-----------------------
 SHARES OUTSTANDING $  26,011,169  $  10,982,045  $  25,193,035  $  10,670,629
 ------------------ =============  =============  =============  =============
</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 Six Months Ended June 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              2003             2002
                                       -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                    <C>               <C>
Net loss                               $    (772,752)    $    (521,609)
                                       -------------     -------------
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
 Depreciation and amortization                17,405            35,308
 Stock-based compensation                    133,100                --
 Amortization of debt discount                 6,830                --
Changes in operating assets and
  liabilities:
 Accounts receivable                          33,104           (16,668)
 Inventory                                   (10,552)               --
 Prepaid expenses and other
  current assets                            (108,611)               --
 Accounts payables and accrued
  expenses                                   100,740           224,762
 Accrued expenses, officers                  167,972                --
                                       -------------     -------------
   TOTAL ADJUSTMENTS                         339,988           243,402
                                       -------------     -------------
   NET CASH USED IN OPERATING
    ACTIVITIES                              (432,764)         (278,207)
                                       -------------     -------------
CASH FLOWS FROM IN INVESTING ACTIVITIES
---------------------------------------
Purchases of property and equipment          (20,501)         (107,169)
                                       -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Proceeds from notes payable,
  stockholders, net                          239,941                --
Proceeds from notes payable, net              27,497                --
Proceeds from the issuance of common
  stock                                      169,409           304,700
                                       -------------     -------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES                             $     436,847     $     304,700
                                       -------------     -------------
</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 Six Months Ended June 30, 2003 and 2002
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              2003             2002
                                       -------------------------------
<S>                                    <C>               <C>
NET DECREASE IN CASH AND
CASH EQUIVALENTS                       $     (16,418)    $     (80,676)

CASH AND CASH EQUIVALENTS - Beginning         27,817           101,652
-------------------------              -------------     -------------

CASH AND CASH EQUIVALENTS - Ending     $      11,399     $      20,976
-------------------------              =============     =============

</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------
<TABLE>
<CAPTION>

Cash paid during the period for:

<S>                                    <C>               <C>
Interest                               $      13,631     $          --
Income taxes                           $          --     $          --

</TABLE>

Non-cash investing and financing activities:

     The Company issued warrants to purchase 360,000 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 $37,252 and was recorded as deferred debt
     discount.

     The Company issued 668,058 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 $37,005 and was recorded
     as deferred debt discount.

     In connection with an asset purchase agreement, the Company issued
     300,000 shares of the Company's common stock and a $30,000 promissory
     note.  The fair market value of the common stock issued on the date
     of the agreement was $39,000.


The accompanying notes are an integral part of these financial statements

                                     7

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

                        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------------------------------

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 June 30, 2003, the related
  condensed consolidated statements of operations for the three and six
  months ended June 30, 2003 and 2002 and cash flows for the six months
  ended June 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 six months ended June 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"), which will be the developer and marketer of the
  Company's AXP 1000 auxiliary power generator for long haul trucks. Since
  inception, Top Gun has had no operations and there have been no sales of
  the AXP 1000 power generators.


                                   8

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, 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 $772,752 during the six months ended June
  30, 2003, resulting in an accumulated deficit of $2,712,401. As of June 30,
  2003, the Company also had a working capital deficit of $1,193,978.  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, 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 six months ended June 30, 2003 and June 30, 2002
  were $55,973 and $39,777, 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, 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
  dilutive 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 six months ended June 30, 2003
  and 2002, as inclusion is anti-dilutive.  Potentially dilutive securities
  (warrants) of 870,000 and -0- are outstanding at June 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, 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 Company is evaluating
  the impact that the adoption of SFAS No. 150 will have on its consolidated
  financial position or results of operations.

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 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 credit line 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, 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 June 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 June 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.  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 June 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 June 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, 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 June 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.

  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 June 30, 2003 was $150,000.

  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 and the 50,000 warrants issued on
  June 19, 2003 is approximated $37,252 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 of the Company's common stock issued on March 14, 2003, and
  26,000 shares of the Company's common stock issued in connection with the
  private placement agreements is approximated $36,363 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 June 30, 2003 was $27,497.

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 is effective until January 17, 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.
                                     14

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
----------------------------------------------------------------------------

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

  At June 30, 2003 the amount of shares deemed issued relating to the
  non-dilution agreement is 729,182

  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.

  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 the performance of the trading value of
  the Company's stock as defined in the agreement.

  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 $0.45 per share or $50,000 (See Note 9)










                                    15

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
----------------------------------------------------------------------------

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

  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.

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)                         410,000                $0.03

  Balance - June 30, 2003               870,000                $0.17

</TABLE>

There were 720,000 warrants exercisable at June 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.




                                   16

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, 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 Six Months Ended June 30, 2003:

  Revenue                     $   1,245   $107,811   $      --   $ 109,056
                              =========   ========   =========   =========
    Operating loss            $ (16,586)  $(89,947)  $(641,890)  $(748,423)
                              =========   ========   =========   =========
  Loss from continuing
    operations                $ (16,586)  $(89,975)  $(666,191)  $(772,752)
                              =========   ========   =========   =========
    Capital expenditures      $      --   $ 18,831   $   1,670   $  20,501
                              =========   ========   =========   =========
    Total identifiable assets
      at June 30, 2003        $ 243,673   $210,989   $ 262,999   $ 717,661
                              =========   ========   =========   =========

  For the Six Months Ended June 30, 2002:

  Revenue                     $  28,804   $     --   $      --   $  28,804
                              =========   ========   =========   =========
    Operating loss            $(129,267)  $     --   $(392,034)  $(521,301)
                              =========   ========   =========   =========
  Loss from continuing
    operations                $(129,267)  $     --   $(392,342)  $(521,609)
                              =========   ========   =========   =========
    Capital expenditures      $ 107,169   $     --   $      --   $ 107,169
                              =========   ========   =========   =========

For the Three Months Ended June 30, 2003:

  Revenue                     $     335   $ 50,631   $      --   $  50,966
                              =========   ========   =========   =========
    Operating loss            $  (6,053)  $(55,816)  $(276,055)  $(337,924)
                              =========   ========   =========   =========
  Loss from continuing
    operations                $  (6,053)  $(55,844)  $(289,913)  $(351,810)
                              =========   ========   =========   =========
    Capital expenditures      $      --   $ 16,109   $   1,050   $  17,159
                              =========   ========   =========   =========
</TABLE>
                                   17

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
----------------------------------------------------------------------------
NOTE 7 - Segment Reporting, continued
         -----------------
<TABLE>
<CAPTION>
  <S>                         <C>         <C>        <C>         <C>
                                 Gas        Wind       General
                              Gathering    Dancer    Corporation   Total
---------------------------------------------------------------------------
  For the Three Months Ended June 30, 2002:

  Revenue                     $  28,804   $     --   $      --   $  28,804
                              =========   ========   =========   =========
    Operating loss            $ (94,058)  $     --   $(227,959)  $(322,017)
                              =========   ========   =========   =========
  Loss from continuing
    operations                $ (94,058)  $     --   $(228,622)  $(322,680)
                              =========   ========   =========   =========
    Capital expenditures      $      --   $     --   $      --   $      --
                              =========   ========   =========   =========
</TABLE>

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

  Securities and Exchange Commission Matter
  -----------------------------------------
  On February 10, 2003, the SEC Staff ("Staff") wrote the Company's counsel
  and indicated that it was prepared to recommend to the SEC that it
  institute proceedings against the Company and Mr. Willard McAndrew,
  Chairman, President, Chief Executive Officer and Director ("Mr. McAndrew")
  for violations of Sections 5(a) and 5(c) of the Securities Act of 1933. The
  focus of the investigation is on the Company's issuance of certain shares
  of its common stock in January 2002 pursuant to an S-8 registration
  statement. Pursuant to the Company's Counsel, the staff of the SEC agreed
  instead to recommend that the SEC accept an offer from the Company to
  accept a cease and desist order in settlement of administrative proceedings
  and not to institute proceedings against Mr. McAndrew. There can be no
  guarantees however that the SEC will accept the Staffs recommendation.
  These financial statements do not include any adjustments that might result
  should the SEC institute proceedings against the Company.

  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.
                                     18

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
----------------------------------------------------------------------------

NOTE 8 - Other items, continued
         -----------

  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 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.

  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.

  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.

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

                                   19

                                      ENERGY & ENGINE TECHNOLOGY CORPORATION
                                                            AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
----------------------------------------------------------------------------

NOTE 9 - Subsequent Events, continued
         -----------------

  Equity Transactions, continued
  -------------------

  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, 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 for consulting
  services to be provided. The term of the agreement is for six months with
  a renewal option for an additional six months.

  Notes Payable
  -------------
  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 $22,400.

  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 June 30, 2003 was $50,000.





                                  20

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

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

Registrant had realized revenues of $50,966 for the three months ended
June 30, 2003 and $109,056 for the six months ended June 30, 2003, and
revenues of $28,804 for both the three months and six months ended June 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 remains.  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 STCs.  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.



                                  21

Additionally, on June 27, 2003, Registrant acquired inventory for 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.

With these two transactions complete, Wind Dancer is in a position to
continue growing its 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 had a net loss of $521,609 for the six months ended June 30,
2002 and of $772,752 for the six months ended June 30, 2003, resulting
in a net loss per share of $0.05 and $.03 respectively.  Registrant had
a net loss of $322,680 for the three months ended June 30, 2002 and of
$351,810 for the three months ended June 30, 2003, resulting in a net
loss per share of $.03 and $.01, respectively.

Net operating loss for Gas Gathering, Wind Dancer and General
Corporation was $16,586, $89,947, and $641,890, respectively for the
six months ended June 30, 2003.

Net operating loss for Gas Gathering, Wind Dancer and General
Corporation was $129,267, $0, and $392,034, respectively for the six
months ended June 30, 2002

Net operating loss for Gas Gathering, Wind Dancer and General
Corporation was $6,053, $55,816, and $276,055, respectively for the
three months ended June 30, 2003.

Net operating loss for Gas Gathering, Wind Dancer and General
Corporation was $94,058, $0, and $227,959, respectively for the three
months ended June 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.

Selling, general and administrative expenses for the three months ended
June 30, 2003 were $343,214 and for the three months ended June 30, 2002
were $329,413.  Selling, general and administrative expenses for the six
months ended June 30, 2003 were $682,993 and for the six months ended June
30, 2002 were $527,831.

                                 22

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

During the first two quarters of 2002 and the first two quarters of 2003,
Registrant's primary sources of liquidity included cash and cash
equivalents in the amount of $304,700 and $436,847, respectively, which was
the balance of proceeds raised in several private Section 4(2) stock sales
(only equity in the six months ended June 30, 2002) and note payable
agreements.

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.

Our independent auditors have noted in their report on our 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 two quarters of 2003, the
Company incurred a net loss of $772,752 (as opposed to a net loss of
$521,609 during the same period in 2002) and a working capital deficit of
$1,193,978.  These conditions raise substantial doubt as to our 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 a date within 90 days 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.



                                      23

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 February 10, 2003, the SEC Staff ("Staff") wrote the Company's counsel
and indicated that it was prepared to recommend to the SEC that it
institute proceedings against the Company and Mr. Willard McAndrew,
Chairman, President, Chief Executive Officer and Director ("Mr. McAndrew")
for violations of Sections 5(a) and 5(c) of the Securities Act of 1933. The
focus of the investigation is on the Company's issuance of certain shares
of its common stock in January 2002 pursuant to an S-8 registration
statement. Pursuant to the Company's Counsel, the staff of the SEC agreed
instead to recommend that the SEC accept an offer from the Company to
accept a cease and desist order in settlement of administrative proceedings
and not to institute proceedings against Mr. McAndrew. There can be no
guarantees however that the SEC will accept the Staffs recommendation.
These financial statements do not include any adjustments that might result
should the SEC institute proceedings against the Company.

Item 2. Changes in Securities.

Notes Payable and Warrants

(a)  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.  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,


                                     24

     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 June 30, 2003 was $60,750

(b)  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 June 30,
     2003 was $100,000.  As an incentive to certain investors an additional
     6,000 shares were issued in connection with this offering.

(c)  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 June 30, 2003 was $27,497.

(d)  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. 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 June 30, 2003 was
     $25,000.

(e)  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 June 30, 2003 was
     $150,000.

(f)  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.

(g)  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 and the 50,000 warrants issued
     on June 19, 2003 is approximated $37,252 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 of the Company's common stock issued on March 14,
     2003, and 26,000 shares of the Company's common stock issued in
     connection with the private placement agreements is approximated $36,363
     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.


                                   25

Equity Issuances

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

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

(j)  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 the performance of the trading value
     of the Company's stock as defined in the agreement.

(k)  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 $0.45 per share or $50,000 (See Note 9)

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

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

(n) 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.

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

(p)  At June 30, 2003 the amount of shares deemed issued relating to the
     non-dilution agreement is 729,182.

Subsequent Events

(q) 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.

(r) 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.

(s) On July 7, 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.

(t) 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.


                                   26

(u) 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.

(v) 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.

(w) 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.

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

(y) On July 24, 2003, the Company issued 15,250,000 shares to officers and
     employees of the Company as non cash compensation.

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

(aa) 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.

(ab) 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.

(ac) 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.

(ad) 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.

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

(af) 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.

(ag) On August 7, 2003, the Company sold 1,100,000 shares of common stock to
     an investor at $0.045 per share or $50,000.

(ah) 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
     for consulting services to be provided. The term of the agreement is
     for six months with a renewal option for an additional six months.

(ai) 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 $22,400.

                                    27

(aj) 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 June 30, 2003 was $50,000.

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 8, 2003, EENT entered into an agreement with Resource Capitol
Management, LTD. of Lakewood, Florida to provide certain marketing and
investor relations services for Registrant for a period of six months.  In
consideration for the services, Registrant has compensated Resource Capitol
with 600,000 shares of its restricted Common Stock.

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

(a)  Registrant's Form 8-K, filed on March 24, 2003 is incorporated herein
in its entirety.

(b)  Registrant's Form 8-K/A, filed on March 24, 2003, is incorporated
herein in its entirety.

(c)  Registrant's Form 8-K/A, filed on March 26, 2003, is incorporated
herein in its entirety.

(d)  Registrant's Form 8-K, filed on April 9, 2003, is incorporated herein
in its entirety.

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

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

(g)  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.







                                 28

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

Date:  August 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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