United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: February 28, 2005

Commission file No. 33-24483NY


                        Global Environmental Energy Corp.
                ------------------------------------------------
             (Exact name of registrant as specified by its charter)


       Bahamas                       33-24483-NY                  n/a
------------------------       ----------------------     ----------------------
(State or other jurisdic-      (Commission File  Number)  (IRS Employer
tion of incorporation)                                    Identification Number)


                                Magna Carta Court
                                Parliament Street
                                  PO Box N-918
                                 Nassau, Bahamas
                ------------------------------------------------
                                Business Address



                                 1-877-723-6315
                ------------------------------------------------
                          Registrant's Telephone Number


                ------------------------------------------------
           Former Name or Former Address If Changed Since Last Report


Securities registered pursuant to section 12 (b) of the Act:

Title of each class                               Name of exchange on which
                                                        registered
--------------------------                      --------------------------------
        NONE                                                NONE


Securities registered pursuant to section 12 (g) of the Act:

                               Title of each class
                ------------------------------------------------
                                  Common Stock




<PAGE>



     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15 (d) of the  Securities  Act of 1934,
during the  preceding  12 months ( or for such  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [_]






     The  number  of common  shares  outstanding,  as of  February  28,  2005 is
35,484,621 shares, of Common Stock at $.002 par. There are also 1,608,003 shares
of Preferred Stock at $.001 par value.












<PAGE>



                                     PART I


Item 1.  Financial Statements

The consolidated financial statements of Global Environmental Energy Corp., (the
Company),  included  were  prepared,  without  audit,  pursuant to the rules and
regulations  of the US  Securities  and  Exchange  Commission.  Because  certain
information  and notes  normally  included in financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America were condensed or omitted pursuant to such rules and regulations,  these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company's Form 10-KSB for the year ended May 31, 2004.



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




Consolidated Balance Sheets..................................................F-2

Consolidated Statements of Operations and Comprehensive Income (Loss)........F-3

Consolidated Statements of Stockholders' Equity (Deficiency).................F-4

Consolidated Statements of Cash Flows........................................F-5

Notes to Consolidated Financial Statements...................................F-6
















                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                        Global Environmental Energy Corp.
                (F/k/a Life Energy and technology Holdings, Inc.)
                           Consolidated Balance Sheets

                                                                                     February 28,               May 31,
                                                                                         2005                    2004
                                                                                ----------------------   ---------------------
                                                                                     (unaudited)
<S>                                                                             <C>                      <C>
                                ASSETS
CURRENT ASSETS
   Cash                                                                         $                    0   $                 103
                                                                                ----------------------   ---------------------
     Total Current Assets                                                                            0                     103
                                                                                ----------------------   ---------------------
PROPERTY AND EQUIPMENT
   Equipment                                                                                    47,122                  47,122
      Less: Accumulated depreciation                                                           (39,819)                (31,121)
                                                                                ----------------------   ---------------------
            Total Property and Equipment                                                         7,303                  16,001
                                                                                ----------------------   ---------------------
OTHER ASSETS
    Settlement receivable                                                                    7,750,000               7,750,000
   Equipment deposit                                                                        27,450,000              27,450,000
   Minority investment - at cost                                                               456,100                 456,100
   Trademarks and copyrights                                                                     2,500                   2,500
                                                                                ----------------------   ---------------------
            Total Other Assets                                                              35,658,600              35,658,600
                                                                                ----------------------   ---------------------
Total Assets                                                                    $           35,665,903   $          35,674,704
                                                                                ======================   =====================
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                        $            1,415,476   $             998,427
   Accrued compensation and consulting fees                                                  1,668,823                 678,823
   Bank overdraft                                                                                   37                  81,678
                                                                                ----------------------   ---------------------
     Total Current Liabilities                                                               3,084,336               1,758,928
                                                                                ----------------------   ---------------------
LONG-TERM LIABILITIES
   Accrued compensation and consulting fees                                                 14,338,611              14,338,611
   Notes payable to stockholders                                                            18,181,957              17,605,089
   Deferred maintenance fees                                                                   350,000                 350,000
   Payable to stockholder                                                                    2,114,144               1,008,812
                                                                                ----------------------   ---------------------
     Total Long-Term Liabilities                                                            34,984,712              33,302,512
                                                                                ----------------------   ---------------------
Total Liabilities                                                                           38,069,048              35,061,440
                                                                                ----------------------   ---------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
 Preferred stock, Series A, $0.001 par value, authorized 10,000,000 shares;
     0 issued                                                                                        0                       0
 Preferred stock, Series B, $0.01 par value, authorized 16,000,000 shares;
    1,608,003 issued                                                                             1,608                   1,608
 Common stock, $0.002 par value, authorized 100,000,000 shares;
     35,484,621 and 35,454,621 issued and outstanding                                           70,969                  70,910
  Additional paid in capital                                                                23,649,518              23,635,578
  Accumulated comprehensive income (loss)                                                       (7,919)                      0
  Accumulated deficit                                                                      (26,117,321)            (23,094,832)
                                                                                ----------------------   ---------------------
     Total Stockholders' Equity (Deficiency)                                                (2,403,145)                613,264
                                                                                ----------------------   ---------------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $           35,665,903   $          35,674,704
                                                                                ======================   =====================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                        Global Environmental Energy Corp.
                (F/k/a Life Energy and technology Holdings, Inc.)
                      Consolidated Statements of Operations
                                   (Unaudited)



                                                              Three Months Ended                    Nine Months Ended
                                                                 February 28,                          February 28,
                                                     ------------------------------------- ------------------------------------
                                                            2005               2004               2005               2004
                                                     ------------------- ----------------- ------------------  ----------------
<S>                                                  <C>                 <C>               <C>                 <C>

REVENUES                                             $                 0 $               0 $                0  $              0
                                                     ------------------- ----------------- ------------------  ----------------

EXPENSES
   General and administrative                                    681,784            47,644          1,098,984           261,729
   Compensation and consulting fees                              360,000           540,668            990,000         1,252,119
   Depreciation                                                    2,899                 0              8,698                 0
                                                     ------------------- ----------------- ------------------  ----------------
       Total operating expenses                                1,044,683           588,312          2,097,682         1,513,848
                                                     ------------------- ----------------- ------------------  ----------------

Operating income (loss)                                       (1,044,683)         (588,312)        (2,097,682)       (1,513,848)

OTHER INCOME (EXPENSE)
   Gain on disposal of discontinued operations                         0                 0                  0           870,911
   Net income of affiliate                                             0                 0                  0           106,788
   Loss on sale of lease                                               0           (13,773)                 0           (13,773)
   Foreign currency transaction gain (loss)                        2,019                 0              2,019                 0
   Interest expense                                             (308,942)         (666,658)          (926,826)         (803,805)
   Interest income                                                     0            84,312                  0           133,572
                                                     ------------------- ----------------- ------------------  ----------------
        Total other income (expense)                            (306,923)         (596,119)          (924,807)          293,693
                                                     ------------------- ----------------- ------------------  ----------------
Net loss before comprehensive income (loss)                   (1,351,606)       (1,184,431)        (3,022,489)       (1,220,155)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)                            0                 0             (7,919)                0
                                                     ------------------- ----------------- ------------------  ----------------

Comprehensive income (loss)                          $(1,351,606)        $      (1,184,431)$       (3,030,408) $     (1,220,155)
                                                     =================== ================= ==================  ================
Net income (loss) per weighted average share, basic  $             (0.04)$           (0.01)$            (0.09) $          (0.01)
                                                     =================== ================= ==================  ================
Weighted average number of shares                             35,484,621        14,293,997         35,484,621        28,700,755
                                                     =================== ================= ==================  ================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                        Global Environmental Energy Corp.
                (F/k/a Life Energy and technology Holdings, Inc.)
           Consolidated Statements of Changes in Stockholders' Equity


                                          Preferred                Common                            Retained          Total
                                    ----------------------  ----------------------    Additional     Earnings/      Stockholders'
                                    Number of      Par      Number of      Par         Paid-In       Accumulated        Equity
                                     Shares       Value      Shares       Value        Capital        Deficit       (Deficiency)
                                    ----------  ----------  ----------- ----------   ------------  -------------  ---------------
<S>                                 <C>         <C>          <C>        <C>          <C>           <C>            <C>

BEGINNING BALANCE, May 31, 2002      6,853,989  $    6,854   19,841,893 $   39,684   $ 23,152,915  $   6,241,426  $    29,440,879
Shares issued for compensation               0           0    5,437,762     10,876      6,419,030              0        6,429,906
Preferred shares returned upon
  assignment of sales lease         (5,000,000)     (5,000)           0          0    (14,745,000)             0      (14,750,000)
Warrants issued for services                 0           0            0          0        965,751              0          965,751
Net loss                                     0           0            0          0              0    (19,824,884)     (19,824,884)
                                    ----------  ----------  ----------- ----------   ------------  -------------  ---------------

BALANCE, May 31, 2003                1,853,989       1,854   25,279,655     50,560     15,792,696    (13,583,458)       2,261,652
Warrants issued for services                 0           0            0          0         13,005              0           13,005
Preferred shares returned for land    (245,986)       (246)           0          0     (2,459,644)             0       (2,459,890)
Shares issued to pay shareholder
  advances                                   0           0    3,615,052      7,230        462,770              0          470,000
Shares issued for cash                       0           0    6,559,914     13,120      9,826,751              0        9,839,871
Net income (loss)                            0           0            0          0              0     (9,511,374)      (9,511,374)
                                    ----------  ----------  ----------- ----------   ------------  -------------  ---------------

BALANCE, May 31, 2004                1,608,003       1,608   35,454,621     70,910     23,635,578    (23,094,832)         613,264
Shares issued for compensation               0           0       30,000         60         13,940              0           14,000
Other comprehensive income (loss)            0           0            0          0              0          7,918            7,918
Net loss                                     0           0            0          0              0     (3,022,489)      (3,022,489)
                                    ----------  ----------  ----------- ----------   ------------  -------------  ---------------

BALANCE, February 28, 2005
(unaudited)                          1,608,003  $    1,608   35,484,621 $   70,970   $ 23,649,518  $ (26,109,403) $    (2,387,307)
                                    ==========  ==========  =========== ==========   ============  =============  ===============
</TABLE>

















     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                        Global Environmental Energy Corp.
                (F/k/a Life Energy and Technology Holdings, Inc.)
                      Consolidated Statements of Cash Flows
                         Nine Months Ended February 28,
                                   (Unaudited)

                                                                                       2005                 2004
                                                                                -----------------    ---------------
<S>                                                                             <C>                  <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                        $      (3,030,408)   $    (1,220,155)
Adjustments to reconcile net loss to net cash used for development
activities:
   Gain on disposal of discontinued operations                                                  0           (870,911)
   Depreciation                                                                             8,698              6,973
   Stock issued for services                                                               14,000                  0
Change in assets and liabilities:
   (Increase) decrease in accounts receivable                                                   0          3,500,000
   (Increase) decrease in deposits                                                              0                  0
   Increase (decrease) in accounts payable                                                417,049            (33,863)
   Increase (decrease) in accrued interest                                                926,826            803,805
   Increase (decrease) in accrued salaries and consulting expense                         990,000          1,265,124
                                                                                -----------------    ---------------

Net cash used by development activities                                                  (673,835)         3,450,973
                                                                                -----------------    ---------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment                                                    0                  0
                                                                                -----------------    ---------------

Net cash used by investing activities                                                           0                  0
                                                                                -----------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Stockholder advances                                                                   747,255            126,080
   Proceeds from line of credit                                                                 0         10,160,129
   Increase of bank overdraft                                                                   0                  0
   Stock sold for cash                                                                          0          9,839,871
   Receipt of stock subscriptions                                                               0                  0
   Repayment of bank overdraft                                                            (81,641)           (69,957)
                                                                                -----------------    ---------------

Net cash provided by financing activities                                                 665,614         20,056,123
                                                                                -----------------    ---------------

Effect of exchange rates on cash                                                            8,118                  0
                                                                                -----------------    ---------------

Net increase (decrease) in cash                                                              (140)        23,507,096

CASH, beginning of period                                                                     103                  0
                                                                                -----------------    ---------------

CASH, end of period                                                             $             (37)   $    23,507,096
                                                                                =================    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid in cash                                                        $               0    $         2,857
                                                                                =================    ===============
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements
                         February30, 2004 and 2003


1.   Nature of Business and Significant Accounting Policies

In August of 2004 Life  Energy &  Technology  Holdings,  Inc ("LETH" or ("LIFE")
changed its name to Global Environmental Energy Corp (the "Company" or "GLOBAL")
immediately  thereafter  the Company  changed its domicile  from Delaware to the
Commonwealth of the Bahamas.

The NASD, on February 25, 2005 approved the company's change of domicile and the
company began trading as a foreign corporation with the designation of an "F" on
the symbol.  At that time Global  Environmental  Energy Corp (Delaware) became a
wholly owned subsidiary of Global Environmental Energy Corp

LIFE was initially  organized in Ireland in November 2000. On December 4th 2000,
LIFE merged with Health-Pak DE, a Delaware  corporation formed in December 1987.
That transaction was accounted for as a reverse  acquisition with LIFE deemed to
be the accounting  acquirer.  The former  business  operations of the Health-Pak
DE.,  conducted through its wholly owned  subsidiary,  Health-Pak New York, were
discontinued  by a formal  plan for  disposal  adopted  upon the  merger  of the
Company in February  2000. In  February2003,Health-Pak  New York was  liquidated
under Chapter 7 bankruptcy provisions.

On November  10, 2004 Global  Environmental  Energy Inc,  formed a wholly  owned
subsidiary,  Biosphere Development Corp in New Providence in the Commonwealth of
Bahamas.  Existing shareholders of Global Environmental Energy Inc, subsequently
received  one share of  Biosphere  Development  Corp  Energy  Corp for every 100
shares of Global Environmental  Energy Corp. that they held, as a dividend.  The
Company issued 930,966 shares as a dividend to GEECF shareholders of record.

Upon the formation of Biosphere  Development Corp; Global  Environmental  Energy
Corp  will   assigned  to  Biosphere  all  rights  title  and  interest  to  the
manufacturing   deposit  of  USD$27,450,000  and  the  balance  of  the  account
receivable from Alia holdings of USD$7,750,000 to its majority owned subsidiary,
making a total of USD$ 35,200,000.  In addition Global Environmental Energy Corp
has the licensing  rights to the Biosphere Mark II Biosphere  System and has now
entered into  discussions  with  McCormack  Consulting  to acquire the worldwide
rights and a technology transfer to Biosphere  Development Corp of the McCormack
Consulting Mark III Biosphere System. These negotiations are ongoing.

On December  10, 2004 Global  Environmental  Energy Inc,  formed a wholly  owned
Subsidiary,   Sahara  Petroleum  Exploration  Corp  in  New  Providence  in  the
Commonwealth of Bahamas.  Existing  shareholders of Global  Environmental Energy
Inc,  subsequently  received one share of Sahara Petroleum  Exploration Corp for
every 100 shares of Global  Environmental  Energy  Corp.  that they  held,  as a
dividend the Company issued 930,966 Sahara shares to the GEECF shareholders.

Upon the formation of Sahara Petroleum  Exploration Corp,  Global  Environmental
Energy Corp,  assigned all rights title and interest to its current 40% minority
interest in Life Energy Natural  Resources,  Inc.,  ("LENR") to Sahara Petroleum
Company.  Global Environmental Energy Inc., acquired its 40% interest in LENR in



                                       F-6
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


fiscal  2001 for the payment of  1,608,000  Series "B"  preferred  shares with a
stated value of USD$10 per share.  The Company  carried this  investment  with a
book value of  USD$456,100  at May 31st 2004.  The Company  recognized  interest
income of $219,417 during fiscal year 2004 from its investments in LENR.

The Company's  goal is to become  holding  company which controls the assets and
business  activities  of a  fully  integrated  Energy  Company  whose  interests
include,

     1).  those  being  developed  by  Sahara  Petroleum   Exploration  Corp  in
traditional oil and gas exploration and production; and
     2). those being developed by Biosphere  Development  Corp with  alternative
energy  sources,   environmental   infrastructure  and  electrical   micro-power
generation.  To  date  the  Company  has  been  best  known  for  its  Biosphere
Process(TM)1  System, which promotes the use of sustainable and renewable energy
sources.  Henceforth  the  Biosphere  Process(TM)1  System will be developed and
marketed by Biosphere  Development Corp. The Biosphere  Process(TM)  System is a
central part of the  Companies  Eco  Technology(TM)  system,  and can safely and
efficiently  processes  traditional  and  non-traditional  waste  materials into
electricity and other beneficial by-products.

The Company's  President & Chief Executive  Officer completed the development of
the Biosphere  Process(TM)  System in mid-year 2000.  The Biosphere  Process(TM)
System, is a mobile,  modular,  micro-power plant which consumes and recycles up
to  97%  of  traditional   waste  materials  such  as;  municipal  solid  waste,
agricultural and forestry wastes,  industrial or medical wastes,  animal wastes,
and/or  traditional  fossil fuels (coal,  oil, gas, peat) or oil industry wastes
while producing renewable electricity.

Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting  principles requires management to make reasonable
estimates  and  assumptions  that affect the reported  amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts  of  revenues  and  expenses.  Actual  results  may  differ  from  these
estimates.

Revenue and Cost Recognition- The Company recognizes sale revenues upon delivery
of the Biosphere  Process(TM)  System to the buyer.  Cost of sales  includes the
costs to  manufacture  and deliver the system to the purchaser and is recognized
upon the complete manufacture and delivery of the system to the buyer.

Cash and Cash  Equivalents-  For the  purpose of  computing  the changes in cash
flows  for  the  periods,  cash  equivalents  include  cash  and  highly  liquid
short-term  investments  with  maturities  of three  months or less.  Settlement
Receivable- The Company  provides,  through charges to income,  a charge for bad
debt expense, which is based upon management's evaluation of numerous factors.

These factors include economic conditions,  a predictive analysis of the outcome
of the current  portfolio  and prior credit loss  experience,  and the degree to
which the receivable is secured by liens on assets.


-------------
1 Biosphere  Process(TM) &  Biosphere(TM)  are copyright  trademarks of the Life
Energy Partnership 1995.

                                       F-7
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


Property  and  Equipment-  Property  and  equipment  are stated at cost,  net of
accumulated   depreciation.   Depreciation   expense  is   computed   using  the
straight-line  method  over  the  estimated  useful  life  of  the  asset  which
approximates three years.

Expenditures  for major  repairs  that  extend the useful  life of the asset are
capitalized. Minor repair expenditures are charged to expense as incurred.

Minority  Investments-  The Company may  purchase non  controlling  interests in
entities that purchase Biosphere  Process(TM)  Systems. The Company accounts for
these  investments  using the equity  method.  Accordingly,  the  investment  is
recorded  at cost and  adjusted  for the  Company's  pro rata share of income or
losses  realized  by the  investee  for the  periods.  Funds  received  from the
investment are first applied to the investment  balance and then to other income
in the statement of operations.

One such  investment has been made to date, in the New Orleans  Louisiana  based
Green Energy Management LLC.

Negotiable  securities-  Arising from the Companies formation and capitalization
of Sahara Petroleum Exploration Corp and Biosphere Development Corp, the company
now owns 95% of the equity in these two companies.  The Company has  transferred
assets into each of these two  shareholdings  valued at,  USD$35,200,000  in the
case of  Biosphere  Development  Corp.,  and  USD$804,000  in the case of Sahara
Petroleum Exploration Corp.

Long Lived Assets- The Company  reviews for the impairment of long-lived  assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be  recoverable.  An impairment  loss would be recognized  when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.

Income  Taxes- The Company  accounts  for income  taxes in  accordance  with the
Statement of Accounting Standards No. 109 (SFAS No. 109),  Accounting for Income
Taxes.  SFAS No. 109  requires  an asset and  liability  approach  to  financial
accounting  and  reporting  for  income  taxes.  Deferred  income tax assets and
liabilities are computed annually for differences  between  financial  statement
and  income  tax bases of assets  and  liabilities  that will  result in taxable
income or deductible  expenses in the future based on enacted tax laws and rates
applicable  to the  periods  in which the  differences  are  expected  to affect
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred  tax assets and  liabilities  to the amount  expected  to be  realized.
Income tax expense is the tax payable or refundable for the period  adjusted for
the change during the period in deferred tax assets and liabilities.

Discontinued  Operations-  The  business  operations  of  the  Company's  former
subsidiary Health-Pak Inc (a New York Company), were carried by the company as a
discontinued  operation  subsequent  to the merger in  November  2000,  and were
formerly ceased in November 2003 when the Health-Pak Inc was liquidated by court
order The business  activity of the  subsidiary is reflected in the statement of
operations as gain (loss) from discontinued operations.



                                       F-8
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements



Reclassifications-  Certain prior year amounts have been reclassified to conform
to the 2004 presentation.

Interim  Financial  Information-  The financial  statements  for the nine months
ended February 28, 2005 and 2003 are unaudited and include all adjustments which
in the opinion of  management  are  necessary  for fair  presentation,  and such
adjustments  are of a normal and  recurring  nature.  The  results  for the nine
months are not indicative of a full year results.

2. Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally  accepted  accounting  principles  which  assume that the Company will
continue on a going concern  basis,  including,  the  realization  of assets and
liquidation  of  liabilities  in the  ordinary  course  of  business.  There are
significant  uncertainties  with  regard to the  Company's  ability to  generate
sufficient  cash flows  from  operations  or other  sources to meet and fund its
commitments  with regard to existing  liabilities  and recurring  expenses.  The
Company  intends  to  finance  its  future  operations  from the  proceeds  of a
subscription  agreement for the sale of shares of common stock and an additional
letter of credit  obtained from the lender (see Note 14). These  factors,  along
with the  uncertainty  expressed  in Note 9, raise  substantial  doubt about the
Company's  ability to continue as a going concern.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

3. Fair Values of Financial Instruments

The carrying amounts of the settlement receivable,  accounts payable and accrued
expenses,  compensation  and consulting fees payable,  bank overdrafts and notes
payable  to  shareholders  reported  in  the  balance  sheet  are  estimated  by
management to approximate fair value.

4. Net Loss per Share

The Company  applies SFAS No. 128,  "Earnings  Per Share".  Basic loss per share
("LPS")  is  computed  using  the  weighted  average  number  of  common  shares
outstanding during the period. No adjustments to earnings were made for purposes
of per share calculations. The Company has reported a net loss for the quarters,
ended February 28, 2005 and 2004. As a result, 9,043,750 shares of common stock,
which may be issued upon the conversion of Convertible  Preferred  Stock A and B
shares,  or exercise of warrants  have been  excluded  from the  calculation  of
diluted  loss per share for both fiscal  quarters  ended  February  28, 2005 and
2004, because their inclusion would be anti-dilutive.

5.   Common Stock Options

As part of compensation to employees and consultants, the Company granted common
stock options during fiscal years 2001, 2003 and 2004. The Company has no formal
stock option plan for its employees. The following table summarizes common stock
options outstanding as of Feb 28, 2005 and 2004.


                                       F-9
<PAGE>
                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


                                                                       Wgtd Avg
                                                       Wgtd Avg        Years to
                                   Amount           Exercise Price     Maturity
                                 ------------      ---------------     --------
Outstanding at June 1, 2003         8,843,750

Issued                                200,000
Expired                                     0               0               0
Exercised                                   0
                                 ------------
Outstanding at May 31, 2004         9,043,750

Issued                                      0
Expired                                     0               0               0
Exercised                                   0
                                 ------------
Outstanding at Feb 28, 2005         9,043,750           $0.16            1.71
                                 ============     ---------------      --------

During the fiscal year 2004, the Company issued 200,000 warrants  exercisable at
$1.65 per warrant for 200,000 shares expiring in February2008.  As a result, the
Company recorded $13,005 in consulting expense in the statement of operations in
fiscal year 2004.

For the  purpose  of  determining  compensation  expense,  the fair value of the
options  granted  to the  consultants  is  measured  at the grant date using the
Black-Scholes  option-pricing model with the following assumptions. The dividend
yield is 0%,  volatility is .20, and the risk-free  interest rate is 2.00%.  The
fair values of the options granted generated by the Black-Scholes option pricing
model may not be indicative of the future benefit,  if any, that may be received
by the option holder.

6.  Discontinued Operations

The former  business  operations  of the Company,  conducted  through its wholly
owned subsidiary,  Health-Pak, New York., were discontinued by a formal plan for
disposal  adopted upon the merger of the Company in February  2000.  In November
2003,  Health-Pak  New York.,  was  ordered  to be  liquidated  under  Chapter 7
bankruptcy  provisions.  The  Company has  recorded a gain from the  disposal of
Health-Pak  New  York  of $0 and  $870,911  in  discontinued  operations  in the
statement  of  operations  for  the six  months  ended  Feb30,  2004  and  2003,
respectively.


7. Settlement Receivable

On May 4, 2001,  the Company  entered into a master lease  agreement with Kuwait
Holdings, SA, Junieh, Lebanon ("Kuwait") for the lease of fifty mobile Biosphere
Process(TM)  Systems. Of the fifty systems,  two,  (previously  manufactured and
operating as  demonstration  units),  were delivered to a Kuwait customer in the
Middle  East on May 18,  2001.  In  November,  2001 the Company  formalized  the
movement of the two units by entering  into sales  lease  agreement  with Kuwait
under the following  terms:  (1) twenty-five  year lease term and, (2) quarterly
lease payments of $510,000.

After  making  payments  of  $1,530,000,  Kuwait  failed  to make  the  required
remaining   payments  and  again  petitioned  the  Company  to  renegotiate  the
transaction. The Company then approached its primary manufacturer, Alia Holdings
SA,  Moscow and offered  them the rights to the  original  master  lease and the
manufacturing  and  distribution  rights of the remaining  forty eight Biosphere
Process(TM)  System  units.  Further,  Alia  agreed  to  transfer  manufacturing
technology to two United  States  manufacturers  designated  by the Company.  In
exchange,  the Company terminated the sale to Kuwait and settled for $14,400,000
due from  Alia as  profit  sharing  against  the sale  and  distribution  of the
remaining forty eight units by Alia. Kuwait remains indebted to Alia for amounts
previously due the Company for the original two units.



                                      F-10
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements

8.   Property and Equipment

A summary of property and equipment is as follows:

                                 28-FEB-05            31-May-04

  Office equipment                  47,122               47,122
   Accumulated depreciation        (36,920)             (31,121)
                                --------------      -------------
   Total                        $   10,202          $    16,001
                                ==============      =============

Depreciation  for the nine months ended Feb 28, 2005 and 2004 amounted to $8,698
and $0 respectively.

9.   Financial  Instruments with Off-Balance  Sheet Risk and  Concentrations  of
     Credit Risk

In May 2003, the Kuwait lease discussed in Note 7 was assigned to the Company's
manufacturing  vendor. As part of the transaction,  the vendor agreed to pay the
Company  $14,400,000.  The receipt of this money is contingent upon the delivery
of the 48 machines due on the original  sales lease and the payment by the buyer
of the  machines  on the 50 machine  purchase on the lease in fiscal  2002.  The
balance of the  receivable at February 28, 2005 is $7,750,000 In December  2004,
this receivable was transferred to Biosphere Development Corp.

This exposes the Company to significant  credit risk as a result of the possible
non-performance  by both the  manufacturing  vendors  to deliver  the  Biosphere
Process Systems due and the payment by the buyer on the machines  purchased.  In
the event the receivable  resulting from the transaction becomes  uncollectible,
the financial position of the Company would be materially adversely affected.

The  President  of the Company  and other  shareholders  support  the  Company's
business  activities  in a  significantly  material  way. A  withdrawal  of this
support would have a material  adverse  affect on the financial  position of the
Company.

10. Income Taxes

At  February  28,  2005  the  Company  has a U.S.  federal  net  operating  loss
carry-forward  of $25,808,400.  The  carry-forwards  expire in 2020 to 2026. The
amount  available  to be used in the given year will be limited by  operation of
certain provisions of the Internal Revenue Code. The Company also has U.S. state
net operating loss  carry-forward  available,  the  utilization of which will be
similarly  limited.  The Company has  established  a  valuation  allowance  with
respect to these federal and state carry-forwards.

                                          Feb 28,        May 31,
Deferred tax asset:                        2005           2003
  Net operating loss carry-forward     $ 10,447,000  $  9,238,000
                                       ------------  ------------
Total deferred tax asset                 10,447,000     9,238,000
                                       ------------  ------------
Net future tax benefit                   10,447,000     9,238,000
Valuation allowance for net deferred
  tax assets                            (10,447,000)   (9,238,000)
                                       ------------  ------------
Net deferred tax asset                 $          0  $          0
                                       ============  ============


                                      F-11
<PAGE>


                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


The  reconciliation of the reported income tax expenses to the amount that would
result by applying the U.S. federal statutory rate to net loss is as follows:

                                                 2005         2004
                                              -----------  ----------
The benefit at U.S. statutory rate                34%         34%
State income taxes, net of federal benefits        6%          6%
Valuation Allowance                              -40%        -40%
                                              -----------  ----------
Total                                              0%          0%
                                              ===========  ==========

11. Related Party Transactions

During fiscal year 2004, the Company  received cash proceeds of $9,839,871  from
the issuance of 6,559,914 common shares to Diamond Ridge.

During fiscal year 2004, a shareholder  loaned the company  $10,160,129  at 6.5%
interest  in order to  provide  financing  for the  manufacturing  of  biosphere
machines.  During the  quarter  and nine  months  ended Feb 28, 2005 the company
recorded interest expense of $617,884 and $803,805, respectively.

Shareholders  and  consultants over time have paid  expenses  on  behalf  of the
Company.  The  advances  are payable in December  2006 at 6.5% stated  interest.
Towards the end of fiscal year 2004,  the Company  advanced  $27,450,000  to its
manufacturing vendor for the manufacturer of 4.5 biosphere systems.

The Company did not  recognize  any  interest  income  during the quarter  ended
February 28, 2005 from its investment in LENR. , as this assets was  transferred
to Sahara Petroleum upon its formation.

Many of the original shareholder investors in Global are also consultants to the
Company and the Company has accrued  compensation  under  consulting  agreements
since 2000

12. Common Stock Transactions

During fiscal year 2004, the Company issued 6,559,914 shares of common stock and
received proceeds of $9,839,871.

On February 9, 2004 the Board of Life Energy agreed to the following:

1    Dr. McCormack  converted $272,263 of his debt into 3,615,052 shares of GEEC
     common stock.

2    Dr.  McCormack  converted an additional  $197,737 of debt into 1,521,052 in
     GEEC common stock.

                                      F-12
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


13. Preferred Stock Transaction

During  fiscal year 2004,  preferred  shareholders  returned  245,986  shares of
preferred  stock in return for land  originally  contributed  to the  Company in
fiscal 2001 valued at $2,459,890 at the time of the transaction.

14. Litigation

In 2004 Michael and Anthony  Liberatore,  both former  officers and directors of
the Company,  who had  previously  resigned  without  citing  cause,  filed suit
against  the  Company  for  wrongful  dismissal,  included  in this  law suit is
Elizabeth Liberatore and Mark Liberatore the wife and son of Anthony Liberatore.
The  company is in the process of  evaluating  the  situation  on this and other
issues including the ownership of shares titled to the Liberatores.  The Company
is confident of a successful defense of these actions.

The Company  canceled  300,000 shares of common stock issued to an Irish Company
Agamede  Limited for  non-performance  of services  and  returned  the  original
certificate to its former transfer agent for  cancellation.  Agamede presented a
fraudulent  certificate to the former transfer agent. Agamede filed suite in New
York.  The Company  filed against  Seamus Lagan in Dublin  Ireland for theft and
fraudulent conversion.  Mr. Lagan was the controlling interest behind Agamede at
the time that the Company's transfer agent received the Agamede fraudulent share
certificate.  The  Company  is  confident  that  a  successful  defense  of  the
cancellation of these shares will occur

The company lodged 11 unclaimed share  certificates  with the State of Louisiana
with the office of unclaimed  property.  The company had  requested  that the 11
individuals  provide  evidence  of who they  were and the fact  that  they  were
rightful  owner's of LETH shares of common stock on at least 7 occasions  over a
three year period.  When the parties failed to comply with the relevant statutes
the  certificates  were  placed  with the court to allow  those  individuals  to
provide verification to the proper authorities and obtain their certificates.

Some of those same  individuals  have  joined with  Agamede in their  suit.  The
Company is confident of a successful defense of this litigation.  In Fiscal year
2002, the Company cancelled  750,000 shares of common stock for  non-performance
of services.  North American Transfer,  the transfer agent and the holder of the
shares has commenced an  interpleaded  action in the U.S.  District Court of New
York Eastern  District to determine the ownership of the shares.  The Company is
confident  that a successful  defense of the  cancellation  of these shares will
occur. The Company as part of this litigation  agreed to indemnify the companies
former Transfer Agent and counsel for the transfer agent has obtained a judgment
against the company.  The Company is in the process of evaluating  its agreement
to indemnity the agent.



                                      F-13
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements



Management to the Company believes that the eventual disposition of these issues
will not have a material impact on the consolidated financial statements.

15. Subsequent Events

During September of 2004, the Company received a $51 million advance  commitment
against a $2.08  billion line of credit from a majority  shareholder  which is a
financing company. the Company has chosen not yet drawn down on the line at this
time.

In February 2004, the Company  announced a stock dividend to its shareholders of
record  December 10, 2004, to be  distributed  January 17, 2005, of 5 shares for
each  round  lot  of  100  shares  currently  held  on  January  17,  2005.  The
distribution  was completed in March 2005 The Company  estimates that the number
of shares to Company has issued 1,772,700 shares, under this plan.

Arising from the Companies  formation  and  capitalization  of Sahara  Petroleum
Exploration Corp and Biosphere Development Corp, the company now owns 95% of the
equity  in  these  two   companies.   The  cost  of  acquisition  of  these  two
shareholdings  was, USD$ 35,200,000 in the case of Biosphere  Development Corp.,
and USD$804,000 in the case of Sahara Petroleum  Exploration Corp. The remaining
5% of each of these companies was paid out directly to the existing shareholders
of Global  Environmental  Energy Corp in  February  2005.  Global  Environmental
Energy Corp has instructed its advisors to prepare SB2 filings for submission to
the Securities and Exchange Comission for both Sahara Petroleum Exploration Corp
and  Biosphere  Development  Corp,  with the  intention,  subject to  regulatory
approvals, that both Sahara Petroleum Exploration Corp and Biosphere Development
Corp, become US listed public companies in their own right.













                                     F-14
<PAGE>

Item 2. Management's Discussion and Analysis.

Background.

In August of 2004 Life  Energy &  Technology  Holdings,  Inc ("LETH" or ("LIFE")
changed its name to Global Environmental Energy Corp (the "Company" or "GLOBAL")
immediately  thereafter  the Company  changed its domicile  from Delaware to the
Commonwealth of the Bahamas.

The NASD on February 25, 2005 approved the companies  change of domicile and the
company began trading as a foreign corporation with the designation of an "F" on
the symbol.  At that time Global  Environmental  Energy Corp (Delaware) became a
wholly owned subsidiary of Global Environmental Energy Corp

LIFE was initially  organized in Ireland in November 2000. On December 4th 2000,
LIFE merged  with  Health Pak Inc  ("Health-Pak  DE").,  a Delaware  corporation
formed in December  1987.  The merger was effected by LIFE  acquiring all of the
issued and  outstanding  shares of  Health-Pak  DE. in exchange  for  15,000,000
shares of common stock of LIFE. That  transaction was accounted for as a reverse
acquisition with LIFE deemed to be the accounting acquirer.

The former  business  operations of the Health-Pak  DE.,  conducted  through its
wholly owned subsidiary, Health-Pak New York, were discontinued by a formal plan
for  disposal  adopted  upon the merger of the  Company  in  November  2000.  In
November of 2003,  Health-Pak New York was liquidated under Chapter 7 bankruptcy
provisions.

The Company's  goal is to become  holding  company which controls the assets and
business  activities  of a  fully  integrated  Energy  Company  whose  interests
include,  traditional oil and gas  exploration  and production with  alternative
energy  sources,   environmental   infrastructure  and  electrical   micro-power
generation.  The  Company  has been  best  known for its  Biosphere  Process(TM)
System,  which promotes the use of sustainable and renewable energy sources. The
Biosphere Process(TM) System is a central part of the Eco Technology(TM) system,
can safely and  efficiently  processes  traditional  and  non-traditional  waste
materials  into  electricity  and  other  beneficial  by-products.  The  Company
completed the development of the Biosphere  Process(TM) System in mid-year 2000.
The Biosphere  Process(TM)  System, a mobile,  modular,  micro-power plant which
consumes  and  recycles  up to 97%  of  traditional  waste  materials  such  as;
municipal solid waste,  agricultural and forestry wastes,  industrial or medical
wastes, animal wastes, and/or traditional fossil fuels (coal, oil, gas, peat) or
oil industry wastes while producing renewable electricity.

In February  2001 the  Company  took  delivery  in Ireland of the two  Biosphere
Process(TM)  systems. The two systems were manufactured by Alia Manufacturing of
Moscow, Russia at a cost of $9,500,000.

In February 2001, the Company entered into a contract to lease the two Biosphere
Process(TM)8 Systems to a private




                                       16
<PAGE>


company  located  in  Beirut,  Lebanon.  The lease  called  for the  payment  of
$2,020,000 per year for twenty-five years.  After receiving  $1,530,000 of lease
payments,  the lease was assigned to Alia  Manufacturing  for  $14,400,000.  The
Company recognized a loss on the assignment of the lease of $8,363,380 in fiscal
2003. During fiscal year 2004, the Company received $7,000,000 on the balance of
the  receivable.  The Company  expects to receive the  additional  $7,750,000 in
fiscal  2005,  and has been  advised by Alia  Holdings  that the current  regime
change in Lebanon, following the assassination of former Lebanese Prime Minister
Rafiq Hariri,  and  multinational  calls for the  implementation  of UN Security
Council  Resolution  1559, which calls for the withdrawal of all Syrian military
and intelligence  forces from Lebanon,  will not interfere with ongoing business
in that region.

As part of the Company's  contracts with its financier  Diamond  Ridge,  Diamond
Ridge has nominated Mr. William M. Biles,  Principal and  President,  of Diamond
Ridge  Advisors,  Inc. to fill a Directors  position on the Board of the Company
subject to confirmation at the annual board of directors meeting.

In February 2005, the Company was advised by its Chairman's, Dr Albert Reynolds,
personal  physician  that he was  treating  Dr Reynolds  subsequent  to a recent
urgent hospitalization.  On medical advice, Dr Reynolds offered, and the Company
has agreed to accept his resignation as active Chairman,  and his resignation as
an officer and Director of the Company.  The Company has  reluctantly  agreed to
accept these  resignations with effect from May 15th 2005.  Thereafter,  medical
advice  allowing,  Dr. Reynolds will remain as a non active chairman and advisor
to the Company.

In March 2005 the  Company's  subsidiary  Sahara  Petroleum  Exploration  Corp.,
appointed Mr Humberto  Calderon Berti and Mr Karl Mazeika to its advisory board.
In addition Mr Alfredo  Gruber,  and Mr Iker Anzola were also  appointed  to the
advisory board as alternates.

Mr.  Calderon  Berti is former  President  of OPEC,  President  of  Petroleos de
Venezuela, S.A., Minister of Energy and Mines and Minister of Foreign Relations.
His other  responsibilities  have been:  Deputy and  President of the Energy and
Mines Commission in the Venezuelan  Congress,  and Executive Director of various
hydrocarbon  companies in Europe.  At present,  he is a consultant  on strategic
global issues for institutions and companies in the energy sector worldwide. Mr.
Calderon Berti is a geologist from Universidad  Central de Venezuela with a MSc.
in petroleum engineering from Tulsa University.

Karl  Mazeika is former Vice  President  of Pequiven  and member of the Board of
Directors  of several  of its joint  ventures.  He has also  acted as  Executive
Director  of  Exploration,  Production  and  Upgrading,  and Vice  President  of
Petroleos  de  Venezuela,  S.A.  Other  positions  include  former  President of
Interven,  President of the Board of Directors of Ruhr Oel and Nynas,  President
of joint ventures with BP and Fortum of Finland,  respectively. Mr. Mazeika is a
chemical engineer from Universidad del Zulia. Alfredo Gruber is former President
of  Palmaven,   S.A.  and  Corporacion   Venezolana  de  Guayana  (CVG).   Other
responsibilities have been: Executive Director of Corpoven, Maraven and Intevep.


                                       17
<PAGE>



At  present  time,  he is  advisor to the Board of  Directors  of  "Tecnoconsult
Ingenieros Consultores," President of "Tecnopetroleo" and member of the Board of
Directors of "Cavenal" and of  "Asociacion  Pro-Venezuela."  Mr. Gruber is civil
engineer from DAVIS AND Elkins College of West Virginia, USA with specialization
in  Construction   Management  from   IESA-Georgia   University  and  Production
Management from Penn State University.

Iker  Anzola  is  former  member  of  the  Board  of  Directors  and  Commercial
Vice-president  of  Inelectra.  He  has  held  various  positions  as  Executive
Vice-president  of Inepetrol,  Commercial  Vice-president  of Tecnoconsult,  and
General Manager OPSIS (Coordination Group for Venezuelan Electric Power System),
President  of Cavecon and Vice-  President  of  International  Oil  Committee of
Venemcham.  Mr. Anzola is an electrical  engineer  from  Universidad  Central de
Venezuela  with a MSc.  in Power  Systems  from the  Imperial  College of London
University.

No sales occurred in the Quarter ended February 28, 2005

Currently  there are two biosphere units under  construction  that are part of a
sale for 10  machines  to be  delivered  within the coming  fiscal year by Green
Energy  Management Inc. (GEM), a company based in Louisiana,  Under the terms of
the sales agreement,  each machine will be sold for approximately  $7.5 million.
Both the sale and  manufacture of the machines will be financed by Diamond Ridge
Advisors,  Inc., a shareholder  of the Company,  at an interest cost of 6.50% to
the point of sale,  when GEM contracts  meet all the funding  requirements.  The
Company has deposited  $27,450,000 million with its manufacturing vendor for the
construction of 4 systems and a deposit 50% deposit on a fifth system.

As part of the sales agreement, the Company has agreed to acquire a 41% interest
in GEM Company will  recognize  the income from this  investment as the machines
are placed into use,  the  company  recognizes  and carries on it books  expense
accured in connection with this transaction.

In September 2004, the Company received  notification  from Diamond Ridge of the
availability  of $2.08 billion in funding  through a line of credit  provided by
the financing company,  which is also a shareholder of the Company, noted above.
Such note payable calls for the lender to have the right of first refusal of the
financing of future biosphere units constructed.

As part of this  agreement Mr.  William M. Biles,  Principal and  President,  of
Diamond Ridge Advisors,  Inc. has been nominated by Diamond Ridge Advisors, Inc.
to fill a Directors position on the Board of the Company subject to confirmation
at the annual board of directors meeting.  Mr. Biles has spent the past 15 years
in the financial  services  industry working  extensively in both the securities
and insurance fields. His experiences  include personal retail securities sales,
and management positions in both the securities and insurance industries. He has
owned  and  operated  his  own  insurance  agency  and  pension   marketing  and
administration  firm,  which worked with investment and insurance  professionals
and their clients throughout the Southeastern  United States. Mr. Biles has also
consulted with such securities firms as Smith Barney, Morgan Keegan, First Union
Securities, and UBS Paine Webber.


                                       18
<PAGE>



Mr Biles has also been a member of several  corporate  advisory  boards  dealing
with  product  development,   product  distribution,   the  establishment  of  a
securities firm from inception to full  operation,  and was member of a producer
board representing  thousands of producers throughout the U.S. With his Partners
in Diamond Ridge, he is currently  responsible for managing their firm's assets,
investing  in  both  public  and  private  companies,  many  with  international
exposure.  These companies  encompass several  strategically timed asset classes
designed  to limit the firm's  level of risk.  Diamond  Ridge  uses a  long-term
investment approach, but does consider conceptual exit strategies as an integral
part of every commitment.

To the extent possible,  the following  discussion will highlight the activities
solely of the  Company's  effort in  developing  its  business  strategy for the
quarters ended February 28, 2005 and 2004.

Consulting expenses for the three months ended February 28, 2005 was $360,000 as
compared to $540,700 for the three months  ended  February 28, 2004.  At present
the Company has three  executive  officers  and a number of  consultants  in the
U.S., the Middle East and Africa.  The company no longer retains the services of
its  former  consultant  research  scientists  who  now  are  contracted  to  as
consultants to Biosphere Development Corp. .

Licensing  costs  represent  the fees paid by the company on behalf of GEM joint
venture to a consulting  firm to acquire permits and comply with the regulations
to construct the first biosphere unit in the State of Louisiana.

Research and development costs represents  amounts paid by the company on behalf
of GEM joint venture to an engineering firm for feasibility  studies  associated
with the construction of the machines for sale to GEM.

Office  administration  costs amounted to $681,800  including taxes and licenses
and  reimbursements  owed  to a  consultant  of  the  Company,  who  is  also  a
shareholder.

After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $2,097,700 for the nine months ended February 28, 2004
compared to a loss of $1,513,800 for the same period last year.

The Company recognized a gain of $0 and $0 during the quarter ended February 28,
2005 and 2004, respectively from its investment in Life Energy Natural Resources
Inc. (LENR) a joint venture with a Swiss corporate partner, of which the Company
owns a 40%  equity  interest.  LENR is an agent  for the  sale of LENR  Portland
Plus(TM),  a specialized  aggregate used and an additive to strengthen  concrete
used in the United Kingdom.

The Company recognized interest income of $0 during the second quarter of fiscal
year 2005 from its investments in LENR.

In fiscal year 2004, the Company received cash proceeds of $9,839,871  from
the issuance of 6,559,914  shares to Diamond Ridge and the  acquisition  of
a credit line from Diamond Ridge of $10,160,829.

Towards the end of fiscal year 2004,  the Company  advanced  $27,450,000  to
its manufacturing vendor for the manufacturer of 4.5 biosphere systems.


                                       18
<PAGE>



Interest  expense  for the  quarter  ended  February  30,  2004 was  $309,000 as
compared to $666,700 for the same period last year. During the second quarter of
fiscal year 2004,  the  Company  received a line of credit  from  Diamond  Ridge
Advisors  of  $10,160,829.   The  line  of  credit  is  being  used  to  finance
construction  of the first  biosphere unit to be used in the United States.  The
line is  unsecured  and carries  interest of 6.5%.  The interest due on the line
will be paid to the lender upon the installation of the corresponding  biosphere
unit.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations  before  income  taxes  and  discontinued  operations  of
$1,351,600 for the quarter ending  February 30, 2005 as compared to a loss of $_
1,184,400 or the same quarter last year.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.04 for the quarter  ended  February  28, 2005 as compared to a loss per share
of$0.01 for the quarter ended February 28, 2004.


II.  Discussion of Financial Condition: Liquidity and Capital Resources

At February 28, 2005, the Company had working  capital  deficit of $3,084,300 as
compared to $1,758,800 for the quarter ending February 28, 2004.

During  fiscal year 2004,  the Company  raised cash  proceeds of  $9,839,871  by
issuing 6,559,914 shares of common stock to Diamond Ridge Advisors. In addition,
the Company received $10,160,829 from Diamond Ridge via a line of credit.

Stockholders'  equity (deficit) of $(2,403,100) at February 28, 2005 as compared
$613,300 for the quarter ended February 28, 2004.

In August 2003, the Company issued 6,559,914 shares of common stock for proceeds
of  $9,839,871.In  December  2003  the  Company  issued  200,000  warrants  to a
consultant exercisable at $1.65 per share expiring in 2008, valued at $13,005.

In May 2004, preferred  shareholders  returned 245,986 shares of preferred stock
to the  Company  for  land  previously  sold  to the  Company  by the  preferred
shareholders  valued at  $2,459,890.  During  fiscal  2004,  the Company  issued
3,615,052 shares of common stock to the president to retire $470,000 of advances
to the Company  since  inception.  Finally,  net loss for the year ended May 31,
2004 was $9,511,374.

III. Inflation and Other Considerations

During the past few years'  inflation in the United States and most parts of the
world has been relatively  stable which is expected to have a beneficial  effect
upon the Company's  operations.  In light of the strong perceived demand for the
Biosphere system, particularly in developing countries, management believes that
the  terms it  offers  for the lease of these  systems  have been  competitively
priced in  relation  to  alternative  products.  In  management's  opinion,  low
inflation and relatively stable economic conditions are expected to continue for
the  foreseeable  future.  However,  should the world economy  again  experience
double  digit  inflation  rates,  as was the case in the past,  the impact could
adversely  affect the Company's  ability to effectively  compete in its overseas
markets. In particular,  adverse economic conditions in the world will typically
have the most severe impact upon developing countries that, at the present time,
constitute the Company's primary target market.  Further,  technological changes
may also impact the competitiveness of the Company's pricing for its systems and
the imposition of regulatory  controls may increase the cost of manufacturing or
operating the Biosphere systems in the future.


                                       19
<PAGE>



Item 3.  Controls and Procedures

Our management,  which includes our Chief Executive  Officer,  have conducted an
evaluation of the  effectiveness  of our disclosure  controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities Exchange Act of 1934, as amended.

There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.



                                    PART II.


Item 1.  Legal Proceedings

In 2004 Michael and Anthony  Liberatore,  both former  officers and directors of
the Company,  who had  previously  resigned  without  citing  cause,  filed suit
against  the  Company  for  wrongful  dismissal,  included  in this  law suit is
Elizabeth Liberatore and Mark Liberatore the wife and son of Anthony Liberatore.
The  company is in the process of  evaluating  the  situation  on this and other
issues including the ownership of shares titled to the Liberatores.  The Company
is confident of a successful defense of these actions.

The Company  canceled  300,000 shares of common stock issued to an Irish Company
Agamede  Limited for  non-performance  of services  and  returned  the  original
certificate to its former transfer agent for  cancellation.  Agamede presented a
fraudulent  certificate to the former transfer agent. Agamede filed suite in New
York.  The Company  filed against  Seamus Lagan in Dublin  Ireland for theft and
fraudulent conversion.  Mr. Lagan was the controlling interest behind Agamede at
the time that the Company's transfer agent received the Agamede fraudulent share
certificate.  The  Company  is  confident  that  a  successful  defense  of  the
cancellation of these shares will occur

The company lodged 11 unclaimed share  certificates  with the State of Louisiana
with the office of unclaimed  property.  The company had  requested  that the 11
individuals  provide  evidence  of who they  were and the fact  that  they  were
rightful  owner's of LETH shares of common stock on at least 7 occasions  over a
three year period.  When the parties failed to comply with the relevant statutes
the  certificates  were  placed  with the court to allow  those  individuals  to
provide verification to the proper authorities and obtain their certificates.

Some of those same  individuals  have  joined with  Agamede in their  suit.  The
Company is confident of a successful defense of this litigation.


                                       20
<PAGE>



In Fiscal year 2002,  the Company  cancelled  750,000 shares of common stock for
non-performance of services. North American Transfer, the transfer agent and the
holder of the shares has commenced an interpleaded  action in the U.S.  District
Court of New York Eastern District to determine the ownership of the shares. The
Company is confident  that a  successful  defense of the  cancellation  of these
shares will occur.  The Company as part of this  litigation  agreed to indemnify
the  companies  former  Transfer  Agent and counsel for the  transfer  agent has
obtained  a judgment  against  the  company.  The  Company is in the  process of
evaluating its agreement to indemnity the agent.

Management to the Company believes that the eventual disposition of these issues
will not have a material impact on the consolidated financial statements.


Item 2.  Changes in  securities,  use of proceeds and small  business  issuer of
         equity securities

None.


Item 3.  Defaults upon senior securities

None


Item 4.  Submission of matters to a vote of security holders

None


Item 5.  Other information

None


Item 6.    Exhibits and Reports On Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
----------  -------------------------------------

31.1 *      Section 302 Certification by Chief Executive Officer.

31.2 *      Section 302 Certification by Chief Financial Officer.

32.1 *      Section 906 Certification by Chief Executive Officer.

32.2 *      Section 906 Certification by Chief Financial Officer.
-------------------
*    Filed herewith


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<PAGE>



     (b) A report on Form 8-K was filed on April 4, 2005  Sahara  Petroleum  has
signed an ALLIANCE AGREEMENT March 9, 2005 between Quickflow, S.A. ("QUICKFLOW")
a Corporation  organized under the laws of Spain with offices at Avda. Diagonal,
357, 2(degree)  08037-Barcelona  Spain and Sahara Petroleum Exploration Corp., a
subsidiary of Global  Environmental  Energy Corp, (NASDAQ OTC:BB GEECF) (SAHARA)
PO Box N-8303 Nassau Bahamas, for the development of specific oil and gas rights
in Africa.

A report  on Form 8-K was  filed on March 9, 2005 the  Company  entered  into an
ALLIANCE AGREEMENT between Vetra Group A.V.V.  ("VETRA") a Corporation organized
under the laws of Aruba,  with  offices in Caracas  Venezuela  and  Colombia and
Sahara Petroleum  Exploration Corp., a subsidiary of Global Environmental Energy
Corp,  (NASDAQ OTC:BB GEECF)  (SAHARA) PO Box N-8303,  Nassau,  Bahamas.  SAHARA
retained  the  services of VETRA to provide  assistance  and  services to assist
SAHARA  in the  development  and  commercialization  of  specific  oil  and  gas
exploration and development opportunities

A report  on Form 8-K was  filed  on  February  21,  2005  The  Municipality  of
Silistra,  Bulgaria  has  arranged  complete  financing  for its  portion of the
investment in the joint  venture,  which is currently  agreed to be up to 50% of
the joint venture for the  establishment  of a joint  venture  company to handle
municipal solid waste, production of electricity and potable water.

A report on Form 8-K was filed on December 29, 2004  reporting  that the Company
and the  municipality of Silistra,  Bulgaria  entered into a letter of intent to
form a joint venture company to handle municipal solid waste,  potable water and
the production of electricity.

A report on Form 8-K was filed on December 16, 2004  reporting  that the Company
had formed a new subsidiary,  Sahara  Petroleum  Exploration  Corp., and that on
January 30, 2005, the Company will issue 3 shares of Sahara to holders of record
of 100 shares of the Company as of January 15, 2005.

A report on Form 8-K was filed on  December 8, 2004  reporting  that a customer,
Alvi Project  Services,  of Karachi,  Pakistan,  has filed its bid bond with the
City District Government of Karachi.

A report on Form 8-K was filed on February 12, 2004  reporting the approval of a
5% stock  dividend to the  stockholders  of record on December 10,  2005,  to be
distributed on or about January 17, 2005.

A report on Form 8-K was filed on February 12, 2004 reporting the formation of a
subsidiary,  Biosphere  Development  Corp.  and  the  expected  spin-off  of the
subsidiary to the companies stockholders.

A report on Form 8-K was filed on September 22, 2004 reporting the change of the
Trading Symbol.

A report on Form 8-K was filed on August 31,  2004  reporting a change in rights
of Security Holders and amendments to the articles of Incorporation.

A report on Form 8-K was filed on August 30, 2004 reporting a name change of the
Corporation.


                                       22
<PAGE>



A report on Form 8-K was filed on August 10,  2004  reporting  the intent of the
Company and the Department of Commerce, Department of Treasury and Foreign Asset
Control  to  assure  compliance  with  any and all U.S.  Government  regulations
concerning Libya.

A report on Form 8-K was filed on July 27, 2004  reporting the intent of Diamond
Ridge  Advisors,  Inc.  to acquire an  additional  20% of LETH and have filed an
amended SCH13-D.

A report on Form 8-K was filed on June 24, 2004  reporting  that the Company has
agreed to take an additional  loan from Diamond Ridge  Advisors,  Inc to be used
for the expansion of Life Energy primary  business and the formation and funding
of a new  subsidiary  of  Life  Energy  for an oil  and  gas  division  for  the
exploration in Libya and North Africa.

A report on Form 8-K was filed on June 16, 2004 reporting that the Company after
receiving an invitation to meet with the Government of Algeria is now seeking an
export  license from the United  States  Department of Commerce for the sale and
shipment of systems to the Minister of Environment for Algeria.

A report on Form 8-K was filed on June 08, 2004  reporting  that the Company was
in the  process  of  seeking a license  from the  United  States  Department  of
Commerce and U.S.  Department of Treasury for a number of potential  projects in
Al Jumahiriyah al Arabiyah al Libiyah ash Shabiyah al Ishtirakiyah al Uzma.

A report on Form 8-K was filed on March 16,  2004  reporting  that Life Energy &
Technology  Holdings,  Inc. (the  "Company")  has executed a Loan Agreement with
Diamond Ridge Advisors, Inc., a Delaware corporation ("Diamond").

A report on Form 8-K was filed on  February  6, 2004  reporting  the  retirement
4,145,942  shares  pursuant  to  the  original  shares  agreement  and  plan  of
reorganization  section 5.16 according to the reverse merger between Life Energy
& Technology Holdings Limited and Health Pak.

A report on Form 8-K was filed on February 6, 2004 reporting the  resignation of
Directors.


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                        Global Environmental Energy Corp.


Date: April 20, 2005              By:/s/Dr. Christopher McCormack
                                    -----------------------------------
                                    Dr. Christopher McCormack
                                    President & Chief Executive Officer





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