SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

Quarter Ended: November 30, 2003

Commission File Number: 000-32861

                     Life Energy & Technology Holdings Inc.
                      ------------------------------------
             (Exact name of Registrant as specified in its Charter)

          Delaware                                         11-2914841
-------------------------------                  -------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                        Identification Number)

Leesburg Pike Suite #200
Falls Church, VA.                                            22043
-------------------------------                  -------------------------------
(Address of principal executive offices)                  (Zip Code)

                  2005 Beechgrove Place, Utica, New York 13501
                           --------------------------
                           (Former Address)(Zip Code)

                                 (866) 616-5433
                             ----------------------
              (Registrant's telephone number, including area code)

<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 Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    YES [X]    NO  [_]




Indicate the number of Shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.





            Class                                 Outstanding at Nov 30, 2003
-------------------------------                ---------------------------------
Common stock, $0.002 par value                           31,839,569





<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

Part 1. Financial Information                                                  3

Item 1. Condensed Consolidated Financial Statements:

    Balance sheets as of November 30, 2003  and May 31, 2003                 F-1

    Statement of Operation
    for the three months and six months ended
    November 30, 2003 and 2002                                               F-2

    Statements of Changes in Shareholders' Equity
    for the six months ended November 30, 2003 and 2002                      F-3

    Statements of Cash Flows
    for six months ended November 30, 2003 and 2002                          F-4

    Notes to consolidated financial statements                               F-5



Item 2. Management's discussion and analysis of financial condition           15

Part II. Other information                                                    17

Signatures                                                                    17







<PAGE>



<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                                  Balance Sheets
                    As of November 30, 2003 and May 31, 2003


                                                                     November 30, 2003      May 31, 2003
                                                                     ------------------  ------------------
                                                                         Unaudited
<S>                                                                  <C>                 <C>
ASSETS

  Current assets:
      Cash                                                                 $23,436,509                  $0
                                                                     ------------------  ------------------
         Total current assets                                               23,436,509                   0

  Property and equipment-net                                                     3,714               8,371
  Other assets:
      Account receivable                                                    10,900,000          14,400,000
      Land held for investment                                               2,459,890           2,459,890
                                                                     ------------------  ------------------

        Total assets                                                       $36,800,113         $16,868,261
                                                                     ==================  ==================

LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Accounts payable                                                         $130,472            $164,335
     Salaries & benefits payable                                               400,000             667,971
     Bank overdraft                                                                  0              69,957
                                                                     ------------------  ------------------
         Total current liabilities                                             530,472             902,263


     Notes payable                                                          14,043,713          12,843,501
     Borrowings under line of credit                                        10,268,689                   0
                                                                     ------------------  ------------------
         Total liabilities                                                  24,842,874          13,745,764

     Net liabilities of discontinued operations to be disposed of                    0             860,845

  Shareholders' Equity:
     Series A preferred stock, one share convertible to
        one share of common; no stated dividend, par value
        $0.001, 10,000,000 shares authorized none issued                             0                   0
     Series B preferred stock, one share convertible to one
        share of common; no stated dividend, par value
        $0.001, 16,000,000 shares authorized, 1,853,989
        outstanding                                                              1,854               1,854

     Common stock, $.002 par value; authorized 100,000,000
        shares, issued and outstanding 25,279,655 at May 31,
        2003 and 31,839,569 at November 30, 2003                                63,680              50,560
     Additional paid in capital                                             25,619,447          15,792,696
     Accumulated deficit                                                  (13,727,742)        (13,583,458)

                                                                     ------------------  ------------------
         Total shareholders' equity                                         12,065,799           2,261,652
                                                                     ------------------  ------------------


         Total liabilities & shareholders' equity                          $36,800,113         $16,868,261

                                                                     ==================  ==================
</TABLE>


See the notes to the financial statements.

                                                                             F-1


<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                        Unaudited Statements of Operations



                                                          Three Months Ended                   Six Months Ended
                                                            November 30,                         November 30,
                                                      2003               2002                2003             2002
                                                 ---------------    ----------------     --------------   -------------
<S>                                              <C>                 <C>                 <C>              <C>
Sales revenues                                              $0                  $0                 $0              $0
Cost of sales                                                0                   0                  0               0
                                                 ---------------    ----------------     --------------    ------------
Gross profit on sales                                        0                   0                  0               0

General and administrative expenses:
     Salaries & consulting expense                     540,991             646,723            711,451       1,276,243
     Administration expenses                           206,810              68,858            214,085         218,857
                                                 ---------------    ----------------     --------------    ------------
    Total general and administrative expenses          747,801             715,581            925,536       1,495,100
                                                 ---------------    ----------------     --------------    ------------

Loss from continuing operations                       (747,801)           (715,581)          (925,536)     (1,495,100)

Other income (expense):

    Investment in affiliate                             58,038                   0            106,788               0
    Amortization of unearned income                          0             408,726                  0         408,726
    Gain on sale of lease                                    0             217,896                  0         217,896
    Interest income                                     49,260                   0             49,260               0
    Interest expense                                  (120,464)            (95,097)          (245,707)       (195,193)
                                                 ---------------    ----------------     --------------    ------------

Net loss before tax provision                         (760,967)           (184,056)        (1,015,195)     (1,063,671)

Provision for income taxes                                   0                   0                  0               0
                                                 ---------------    ----------------     --------------    ------------

Net loss from continuing operations                   (760,967)           (184,056)        (1,015,195)     (1,063,671)

Gain on disposal of discontinued operation
     (net of tax)                                      905,069              37,221            870,911          42,465
                                                 ---------------    ----------------     --------------    ------------

Net income (loss)                                     $144,102           ($146,835)         ($144,284)    ($1,021,206)
                                                 ===============    ================     ==============    ============

Basic net income (loss) per common share

 Loss from continuing operations                        ($0.03)             ($0.01)            ($0.04)         ($0.05)
 Income rom discontinued operations                      $0.04               $0.00              $0.03           $0.00
                                                 ---------------    ----------------     --------------    ------------

 Income (loss) per share                                 $0.01              ($0.01)            ($0.01)         ($0.05)
                                                 ===============    ================     ==============    ============

Fully diluted net income (loss) per common share

 Loss from continuing operations                        ($0.03)             ($0.01)            ($0.04)         ($0.05)
 Income rom discontinued operations                      $0.04               $0.00              $0.03           $0.00
                                                 ---------------    ----------------     --------------    ------------

 Income (loss) per share                                 $0.01              ($0.01)            ($0.01)         ($0.05)
                                                 ===============    ================     ==============    ============

Weighted average of common shares outstanding:
 Basic                                              26,000,525          19,841,893         27,442,264      19,841,893
 Fully diluted                                      26,000,525          19,841,893         27,442,264      19,841,893
</TABLE>

See the notes to the financial statements.

                                                                             F-2

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
             Unaudited Statements of Changes in Shareholders' Equity
               For the Six Months Ended November 30, 2003 and 2002





                                    Common      Common     Preferred  Preferred       Paid in     Accumulated
                                    Shares    Par Value     Shares      Value         Capital       Deficit         Total
                                  ----------- -----------  ---------- ------------  ------------  -------------  ------------
<S>                               <C>         <C>          <C>        <C>           <C>            <C>          <C>
Balance at June 1, 2002           19,841,893     $39,684   6,853,989  $18,657,090    $4,502,679     $6,241,426   $29,440,879

Net loss for the period                                                                             (1,021,206)   (1,021,206)
                                  ----------- -----------  ---------- ------------  ------------  -------------  ------------

Balance at November 30, 2002      19,841,893      39,684   6,853,989   18,657,090     4,502,679      5,220,220    28,419,673
                                  =========== ===========  ========== ============  ============  =============  ============


Balance at June 1, 2003           25,279,655     $50,560   1,853,989       $1,854   $15,792,696   ($13,583,458)   $2,261,652

Issuance of common stock           6,559,914      13,120                              9,826,751                    9,839,871

Net loss for the period                                                                               (144,284)     (144,284)
                                  ----------- -----------  ---------- ------------  ------------  -------------  ------------

Balance at November 30, 2003      31,839,569     $63,680   1,853,989       $1,854   $25,619,447   ($13,727,742)  $11,957,239
                                  =========== ===========  ========== ============  ============  =============  ============
</TABLE>











See the notes to the financial statements.

                                                                             F-3

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                       Unaudited Statements of Cash Flows
                      For the Six Months Ended November 30,

                                                                 2003               2002
                                                            ---------------    ----------------
<S>                                                         <C>                 <C>
Operating Activities:

  Net loss from continuing operations                           ($1,015,195)       ($1,063,671)

  Adjustments to reconcile net loss items
  Not requiring the use of cash:
     Depreciation                                                     4,657              4,658
     Amortization of unearned income                                      0           (408,726)
     Gain on sale of lease                                                0           (217,896)
     Salaries & consulting expense                                  711,451          1,324,002
     Interest expense                                               137,147            191,921

Changes in operating assets and liabilities:
     Account receivable                                           3,500,000                  0
     Accounts payable                                              (33,863)             14,276
     Bank overdraft                                                (69,957)             31,107
                                                            ---------------    ----------------

Net cash provided by used in operations                          3,234,240            (124,329)


Financing activities:

     Line of credit                                             10,268,689                  0
     Issuance of common stock                                    9,839,871                  0
     Advances from shareholder                                      93,709            131,100
                                                            ---------------    ----------------

Net cash provided by financing activities                        20,202269            131,100
                                                            ---------------    ----------------

Net cash provided by continuing operations                      23,436,509              6,771

Cash balance at the beginning of the fiscal year                         0              1,056
                                                            ---------------    ----------------

Cash balance at end of the period                              $23,436,509             $7,827
                                                            ===============    ================

Supplemental disclosures of cash flow information:
     Interest paid during the period                                $2,857             $1,427
     Income taxes paid during the period                                $0                 $0
</TABLE>




See the notes to the financial statements.

                                                                             F-4

<PAGE>



                   Life Energy and Technology Holdings, Inc.
                  Unaudited Notes to the Financial Statements
                         For November 30, 2003 and 2002


Note 1.  Nature of Business and Significant Accounting Policies

The Company is the  developer  the Biosphere  Process(TM)1  System,  which is an
autonomous multifuel micro-power  electricity generation system that the company
is marketing to sell or to lease to government  entities and  corporate  clients
worldwide.  The  current  officers  and  principal  shareholders  of 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 consumes
and recycles 100% 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
such as while producing renewable electricity.  The Company recognized its first
sale's in November 2001. It has had no sales since then.

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 at the date of the financial statements and for
the period they include. 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. Leases of
the  Biosphere  Process(TM)  System are  accounted  for as a sales  type  lease.
Accordingly,  the sales revenue recorded is the net present value of the minimum
lease payments to be received over the life of the lease using the interest rate
implicit in the lease contract at lease inception.  The net of the total minimum
lease payments to be received on the lease and the unamortized  present value of
unearned  income is  recorded in the balance  sheet as "gross  investment".  The
unearned  income of the lease is amortized to the statement of operations  using
the interest rate method over the term of the lease.

Cash and Cash  Equivalents-  For the  purpose of  computing  the changes in cash
flows for the fiscal  years,  cash  equivalents  include cash and highly  liquid
short-term investments with maturities of three months or less.


                                                                             F-5

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

<PAGE>


Accounts  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.

Property and Equipment- Property and equipment are stated at cost.  Depreciation
expense is computed  using the  straight-line  method over the estimated  useful
life of the asset. The following is a summary of the estimated useful lives used
in computing depreciation expense:

Office equipment:        3   years


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

Investment in Affiliate-  The Company owns a 40% interest in Life Energy Natural
Resources  Inc.,  (LENR).  The Company  accounts for this  investment  using the
equity method. Accordingly,  the investment is recorded at cost and adjusted for
the Company's pro rata share of income or losses incurred by LENR for the fiscal
year.  Funds  received from the  investment  are first applied to the investment
balance and then to other income in the statement of operations.

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  subsidiary
Health-Pak Inc. were discontinued through Chapter 7 liquidation.


                                                                             F-6

<PAGE>



Note 2. Net Income (Loss) per Share

The Company  applies SFAS No. 128,  Earnings per Share.  In accordance with SFAS
No.  128,  basic net income per share has been  computed  based on the  weighted
average of common  shares  outstanding.  Diluted  net income per share gives the
effect of outstanding stock options and outstanding  preferred stock convertible
into common stock.  The treasury  stock method is used to calculate the dilutive
effect  of  stock  options  issued  and the  "if  converted"  method  is used to
calculate the dilutive effect of the convertible preferred stock outstanding.

All of the net income  reported in the  financial  statements  is  available  to
common shareholders.

Net income (loss) per common share has been computed as follows:

<TABLE>
<CAPTION>
                                30-Nov-03        30-Nov-03          30-Nov-02      30-Nov-02
                              --------------    ---------------   -------------    -------------
                                  Basic            Fully             Basic             Fully
                                                  Diluted                             Diluted

<S>                           <C>                <C>             <C>              <C>
Issued and outstanding shares    31,839,569         31,839,569      19,841,893       19,841,893
                              ==============    ===============   =============    =============

Weighted average of
 shares outstanding              27,442,264         27,442,264      19,841,893       19,841,893

Weighted average of
 options outstanding                                         0                                0

Weighted average of
 convertible preferred
 outstanding                                                 0                                0
                              --------------    ---------------   -------------    -------------

Total equivalent shares          27,442,264         27,442,264      19,841,893       19,841,893
                              ==============    ===============   =============    =============

 Net income (loss)                 ($35,724)          ($35,724)    ($1,021,206)     ($1,021,206)
                              ==============    ===============   =============    =============

Fully diluted net income
(loss) per common
share                                 $0.00              $0.00          ($0.05)          ($0.05)
                              ==============    ===============   =============    =============
</TABLE>

                                                                             F-7


<PAGE>


Options  to  purchase  8,093,750  shares of common  stock  and  preferred  stock
convertible  into 1,853,989  shares of common stock were outstanding at November
30,  2003 and  November  30,  2002.  The share  equivalents  of the  options and
convertible  preferred  outstanding  were not  included  in the  computation  of
diluted earnings per share because their effect would have been antidilutive.


Note 3. Common Stock Options

As part of compensation to employees and consultants, the Company granted common
stock options from unissued common stock during fiscal year 2001 and fiscal year
2003.  The  Company  has no formal  stock  option  plan for its  employees.  The
following table summarizes information about common stock options outstanding at
November 30, 2003.

<TABLE>
<CAPTION>
                                                                 Weighted
                                                                 Average        Weighted Average
                                               Number of         Exercise         Years to
                                                Options           Price           Maturity
<S>                                           <C>               <C>               <C>
Outstanding at inception, November 3, 2000               0

Granted                                          8,093,750
Cancelled                                                0
Exercised                                                0
                                              -------------

Outstanding at May 31, 2001                      8,093,750            $0.13

Granted                                                  0
Cancelled                                                0
Exercised                                                0
                                              -------------

Outstanding at May 31, 2002                      8,093,750            $0.13

Granted                                            750,000
Cancelled                                                0
Exercised                                                0
                                              -------------

Outstanding at May 31, 2003                      8,843,750            $0.13

Granted                                                  0
Cancelled                                                0
Exercised                                                0
                                              -------------

Outstanding at November 30, 2003                 8,843,750            $0.13          2.14
                                              =============
</TABLE>

                                                                             F-8

<PAGE>


Note 4.  Discontinued Operations

The former  business  operations  of the Company,  conducted  through its wholly
owned  subsidiary,  Health-Pak,  Inc.,  were  discontinued  by a formal plan for
disposal  adopted upon the merger of the Company in November  2000.  In November
2003, Health-Pak Inc. was liquidated under Chapter 7 bankruptcy provisions.  The
Company recognized a book gain of $870,911 on the transaction.


Note 5. Settlement Receivable

On May 4, 2001,  the Company  entered into a master lease  agreement  with Kuwat
Holdings,  SA, Junieh, Lebanon ("Kuwat") 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 Kuwat 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 Kuwat
under the following  terms:  (1) twenty-five  year lease term and, (2) quarterly
lease  payments  of  $510,000.  For the year  ended May 31,  2001,  the  Company
recorded a gain on the sale of equipment of $ 15,093,018 and recognized $408,726
as amortized  interest  income  relating to the one lease payment it received in
fiscal 2002.

After making payments of $1,530,000, Kuwat 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  assist  in  transfer  of LETH  manufacturing
technology to two United  States  manufacturers  designated  by the Company.  In
exchange,  the Company  terminated the sale to Kuwat and settled for $14,400,000
due from  Alia as  profit  sharing  against  the sale  and  distribution  of the
remaining  forty eight  Biosphere  Process(TM)  Systems by Alia.  Kuwat  remains
indebted to Alia for amounts  previously  due the Company for the  original  two
Biosphere Process(TM) Systems .

The Company  received  $3,500,000  in November  2003  towards the balance of the
receivable.



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                                                                             F-9

<PAGE>



Note 6. Income Taxes

Provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                                          30-Nov-03            30-Nov-02
<S>                                                     <C>                 <C>
Net income (loss) before provision for income taxes          ($906,635)         ($1,063,671)
                                                        ===============     ================
Current tax expense:
  Federal                                                           $0                   $0
  State                                                              0                    0
                                                        ---------------     ----------------
  Total                                                             $0                   $0
                                                                                          0
Less deferred tax benefit:
  Timing difference                                          4,939,229          (2,222,133)
  Allowance for recoverability                              (4,939,229)            2,222,133
                                                        ---------------     ----------------
Provision for income taxes                                          $0                   $0
                                                        ===============     ================
</TABLE>

A  reconciliation  of  provision  for  income  taxes  at the  statutory  rate to
provision for income taxes at the Company's effective tax rate is as follows:


Statutory U.S. federal rate                            34%                34%
Statutory state and local income tax                   10%                10%
Timing differences                                    -44%               -44%
                                              -------------     --------------
Effective rate                                          0%                 0%
                                              =============     ==============


Deferred income taxes are comprised of the following:

  Timing differences                              (4,939,229)       2,222,133
  Allowance for recoverability                     4,939,229       (2,222,133)
                                              ---------------   --------------
Deferred tax benefit                                      $0               $0
                                              ===============   ==============


The deferred tax benefit  arising from the loss carry forward  expires in fiscal
years 2020 to 2024 and may not be recoverable through acquisition of the Company
under current IRS statutes.

                                                                            F-10

<PAGE>



Note 7. Financial  Instruments with Off-Balance Sheet Risk and Concentrations of
        Credit Risk

In May 2003,  the Kuwat lease  discussed in Note 5 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 Biosphere  Process(TM) Systems due on the original sales lease and the
payment by the buyer of the  machines on the 50  Biosphere  Process(TM)  Systems
purchased on the lease in fiscal 2002. In November of 2003 the Company  received
the first installment,  USD $3,500,000 the balance of the receivable at November
30, 2003 is $10,900,000.

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  Biosphere  Process(TM)
Systems  purchased.  In the event the remaining  receivable  resulting  from the
transaction becomes  uncollectible,  the financial position of the Company could
be materially adversely affected.

The  President of the Company  supports 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.


Note 8. Property and Equipment

A summary of property and  equipment at November 30, 2003 and May 31, 2003 is as
follows:

                                         November 30, 2003     May 31 2003


           Office equipment                        $27,895          $27,895
           Accumulated depreciation                (24,181)         (19,524)
                                         ------------------   --------------

           Total                                    $3,714           $8,371
                                         ==================   ==============


Note 9. Borrowings under Line of Credit

During the second  quarter of fiscal year 2004,  the Company  received a line of
credit from Diamond Ridge  Advisors,  a shareholder.  The line of credit is used
for  the  manufacturing  of  the  first  Biosphere   Process(TM)  Systems  being
manufactured 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
placement of the corresponding Biosphere Process(TM) Systems .

                                                                            F-11

<PAGE>



Note 10. Litigation

In fiscal year 2001,  the Company  cancelled  750,000 shares of common stock for
non-performance  on the delivery of services.  The transfer agent has entered an
interpleader  action in the U.S.  District  Court of New York to  determine  the
ownership of the shares. The Company is vigorously  contending the action and is
confident of successfully  defending its cancellation of the shares. The Company
also realized  that for the last two 10-Q the date of the reported  cancellation
date of these shares was incorrect the shares were originally  cancelled in 2001
not 2002 as  previously  stated but was the  Transfer  Agent was notified of the
cancellation again by the management of LETH in 2002 and 2003.

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


Note 11. Related Party Transactions


During the period from June 1, 2003 through  November 30, 2003, the President of
the Company  advanced  the Company  $93,709 at no stated  interest.  The Company
imputed  interest on the advance at 8.50% and  recorded  interest of $571 in the
statement of operations for the period ended November 30, 2003.






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                                                                            F-12

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Item 6. Management's Discussion and Analysis or Plan of Operation.

Background.

Life Energy and Technology  Holdings,  Inc. (the Company),  formerly Health-Pak,
Inc., is a Delaware state corporation organized in December 1987. On December 4,
2000, the Company acquired Life Energy and Technologies Holdings, Ltd. (LIFE), a
company  organized  in  November  2000 in the  Republic  of  Ireland.  Upon  the
conclusion  of the  merger  transaction,  the  Company  changed  its  name  from
Health-Pak, Inc. to Life Energy and Technology Holdings, Inc.

The acquisition  has been accounted for as a reverse  acquisition of the Company
by LIFE. Life was deemed the accounting acquirer in the transaction. Pursuant to
the acquisition  agreement,  the former business operations of Health-Pak,  Inc.
were  discontinued  and on  November of 2003  Health-Pak  was  converted  from a
Chapter 11 to a Chapter 7 liquidation..

In February  2001 the  Company  took  delivery  in Ireland of the two  Biosphere
Process(TM) systems. The costs to build these systems, which was manufactured in
Russia, was $9,500,000.  The Biosphere  Process(TM)  Systems were transferred to
North  Africa  to be used as a  model  for  potential  buyers  of the  Biosphere
Process(TM) system.

In November 2001, the Company entered into a contract to lease the two Biosphere
Process(TM)2 Systems to a private company located in Beirut,  Lebanon. The lease
called for the payment of $2,020,000 per year for twenty-five years. As a result
of the  transaction,  the Company had recorded a gross  investment  asset of the
lease  payments to be  received,  discounted  at an interest  rate of 6.68%,  of
$24,373,378 on the balance sheet at May 31, 2002.

After receiving  $1,530,000 of lease payments from Kuwat, the lessor  petitioned
the Company to renegotiate  the terms of the lease. In May 2003, the Kuwat lease
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 Biosphere Process(TM) Systems due as part
of the  original  sales  lease and the  payment  by the  buyer of the  Biosphere
Process(TM)  Systems on the 50 Biosphere  Process(TM)  Systems  purchased on the
lease in fiscal 2002. The Company  received  $3,500,000 in November 2003 towards
the balance of the  receivable.  Management is confident that the balance of the
receivable can be collected within the coming year.

No sales occurred in the first half of fiscal year 2004. Currently there are two
biosphere  Biosphere  Process(TM)  Systems under construction that are part of a
lease for 10 Biosphere  Process(TM)  Systems to be  delivered  within the coming
fiscal year to a company based in Louisiana.  Sales  revenues will be recognized
upon the delivery of the Biosphere  Process(TM) Systems . Under the terms of the
sales  lease,  each  Biosphere  Process(TM)  Systems  will be  purchased  for $7
million. Both the sale and manufacture of the Biosphere Process(TM) Systems will
be financed by a financing  company that is also a  shareholder  of the Company,
with such financing to be repaid through cash flow of the venture.



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<PAGE>


General Statement: Factors That May Affect Future Results.

With the  exception of  historical  information,  the matters  discussed  herein
contain forward looking statements under the 1995 Private Securities  Litigation
Reform  Act that  involve  various  risks and  uncertainties.  Typically,  these
statements are indicated by words such as "anticipates,"  "expects," "believes,"
"plans,"  "could," and similar  words and phrases.  Factors that could cause the
Company's  actual results to differ  materially from  management's  projections,
forecasts,  estimates  and  expectations  include  but  are not  limited  to the
following:

     *    Inability of the company to secure additional financing;

     *    Unexpected  economic changes in the Russia,  northern Africa,  and the
          United States; and

     *    The  imposition  of new  restrictions  or  regulations  by  government
          agencies that affect the Company's waste disposal process.

To the extent possible,  the following  discussion will highlight the activities
solely of the  Company's  efforts in  developing  and  marketing  the  Biosphere
Process(TM)  systems for the six months ended November 30, 2003 and November 30,
2002.

I.   Results of Operations.

(Three month comparison)

Salaries and  consulting  expenses for the quarter ended  November 30, 2003 were
$540,991 compared to $646,723 for the quarter ended November 30, 2002. Currently
there are eight contracted employees as opposed to twelve last year.  Management
expects  salaries  and  consulting  expenses to be  approximately  $540,000  per
quarter throughout fiscal year 2004.

Administrative expenses for the quarter ended November 30, 2003 were $206,810 as
compared to $68,858 for the same period last year.

After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations  of $747,801 for the quarter  ended  November 30, 2003 as
compared to a loss of $715,581 for the same period last year.

The Company  recognized  a gain of $58,038  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  in the second  quarter of fiscal
year 2004. The Company,  through an assignment  agreement  with its partner,  is
entitled to 100% of the profits from the sale of this LENR Portland Plus(TM).

The Company  recognized  interest income of $49,260 during the second quarter of
fiscal year 2004 from its investments in short term bank instruments.

Interest  expense  for the  quarter  ended  November  30,  2003 was  $120,464 as
compared to $95,097 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,  a shareholder.  The line of credit is being used for manufacturing of
the first Biosphere  Processing system to be manufactured in the United States..
The line is  unsecured  and  carries  interest  of 6.5%.  The  interest  due and
payments  on the  line  will be paid to the  lender  upon the  placement  of the
corresponding biosphere unit.



                                       17
<PAGE>


After adding other income and expenses,  the Company experienced a loss from its
continuing  operations  before  income  taxes  and  discontinued  operations  of
$760,967  for the  quarter  ended  November  30,  2003 as  compared to a loss of
$184,056 for the same period last year.

During  the  second  quarter  of fiscal  year 2004,  the  company  disposed  its
subsidiary,  Health Pak Inc. The subsidiary was forced into Chapter 7 bankruptcy
liquidation by the bankruptcy  court in November 2003. As a result,  the Company
has  recognized  a book gain,  net of tax, on the  disposal of  $905,069.  After
recognizing  the gain,  the  Company  had net income  for the second  quarter of
fiscal year 2004 of $144,102  compared to a loss of $146,835 for the same period
last year.

On a per share basis, fully diluted, the Company experienced income per share of
$0.01 for the three  months  ended  November  30, 2003 as compared to a loss per
share of $0.01 for the three months ended November 30, 2002.

(Six month comparison)

Salaries and consulting expenses for the six months ended November 30, 2003 were
$711,451 as compared to $1,276,243  for the six months ended  November 30, 2002.
Currently there are eight  contracted  employees as opposed to twelve last year.
Management   expects  salaries  and  consulting   expenses  to  remain  constant
throughout fiscal 2004.

Administrative expenses for the six months ended November 30, 2003 were $214,085
as  compared to  $218,857  for the same  period last year.  Below is a detail of
administrative expenses.

                                                30-Nov-03        30-Nov-02

       Depreciation office equipment                   4,657             4,658
       Licensing & permits                            63,965                 0
       Professional fees                               9,069            98,116
       Telephone                                      14,742            13,012
       Office supplies and administration             20,057            11,619
       Travel costs                                  101,595            91,452
                                              ---------------  ----------------

       Total administration                         $214,085          $218,857
                                              ===============  ================

Licensing  and permit  costs  represent  the fees paid to a  consulting  firm to
acquire permits and comply with the regulations to construct the first biosphere
unit in the state of Louisiana.

After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $925,537 for the six months ended November 30, 2003 as
compared to a loss of $1,495,100 for the same period last year.

The Company  recognized a gain of $106,788  from its  investment  in Life Energy
Natural Resources Inc. (LENR) a joint venture with a Swiss corporate partner, of


                                       18
<PAGE>



which the Company  owns a 40% equity  interest in the first six months of fiscal
year 2004. The Company,  through an assignment  agreement  with its partner,  is
entitled to 100% of the profits from the sale of this LENR Portland Plus(TM).

The Company recognized interest income of $49,260 during the first six months of
fiscal year 2004 from its investments in short term bank instruments.

Interest  expense for the six months  ended  November  30, 2003 was  $245,707 as
compared to $195,193 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, a shareholder. The line of credit is used for the manufacturing of the
first Biosphere  Process(TM)  Systems being  manufactured 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  placement  of the  corresponding  Biosphere
Process(TM) Systems .

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations  before  income  taxes  and  discontinued  operations  of
$1,015,195  for the six months ended  November 30, 2003 as compared to a loss of
$1,063,671 for the same period last year.

During  the  second  quarter  of fiscal  year 2004,  the  company  disposed  its
subsidiary,  Health Pak Inc. The subsidiary was forced into Chapter 7 bankruptcy
liquidation by the bankruptcy  court in November 2003. As a result,  the Company
has  recognized  a book gain,  net of tax, on the  disposal of  $870,911.  After
recognizing  the gain,  the  Company  had net loss for the  first six  months of
fiscal  year 2004 of  $144,284  compared  to a loss of  $1,021,206  for the same
period last year.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.01 for the six months ended November 30, 2003 as compared to a loss per share
of $0.05 for the six months ended November 30, 2002.


II. Discussion of Financial Condition: Liquidity and Capital Resources

At November 30, 2003, the Company had working capital of $22,906,037 as compared
to a  deficit  $902,263  at the end of  fiscal  year  2003.  Cash  on  hand  was
$23,436,509 at November 30, 2003.

The increase in cash and working capital is mainly the result of the issuance of
6,559,914  shares of common stock for $9,839,871 and the acquisition of the line
of credit from the  shareholder of  $10,160,129.  The line of credit is used for
the  construction of Biosphere  Process(TM)  Systems and will be repaid from the
cash  flow from the  placement  of the  proceeds  of the  Biosphere  Process(TM)
Systems  .  In  addition,  the  Company  received  $3,500,000  from  the  Kuwait
receivable  classified as non current on the balance sheet.  These events served
to increase cash by approximately $23 million since the end of fiscal year 2003.





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<PAGE>


Total assets at November 30, 2003 were $36,800,113 as compared to $16,868,261 at
May 31, 2003.

Stockholders'   equity  increased  to  $11,957239  at  November  30,  2003  from
$2,261,652  at May 31, 2003.  The increase was the result of the issuance of the
common stock noted above and the net loss for the six months of $35,724.

III. Inflation and Other Considerations

During the past few years'  inflation in the United  States and most part 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 Process(TM) Systems , 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  Process(TM) Systems in the
future.


Item 7. Financial Statements.

The following  Selected  Financial  Information  relates solely to the Company's
current  business  operations.  This information is qualified in its entirety by
the detailed financial statements included herein.


                                         30-Nov-03           30-Nov-02


Cash and Cash Items                       $23,436,509              $7,827
Marketable Securities                              $0                  $0
Notes and Accounts Receivable                      $0                  $0
Allowances for Doubtful Accounts                   $0                  $0
Inventory                                          $0                  $0
Other Current Assets                               $0                  $0
Total Current Assets                      $23,436,509         $25,007,827
Property, Plant & Equipment                $2,463,604          $2,472,893
Accumulated Depreciation                      $24,181             $14,892
Total Assets                              $36,800,113         $42,519,684
Total Current Liabilities                    $530,472          $6,847,092
Bonds, Mortgages & Debt

  Net of Current Portion                  $14,043,713          $5,140,414
Preferred Stock                                $1,854         $18,657,090
Common Stock                                  $63,680             $39,684
Other Shareholders' Equity                $25,619,447          $4,502,679



                                       20
<PAGE>



Total Liabilities &
 Shareholders' Equity                     $36,800,113         $42,519,684

Sales of Tangible Products                         $0                  $0
Cost of Tangible Goods Sold                        $0                  $0
Total Administrative Expenses                $925,536          $1,495,100
Other Income and Expenses                          $0                  $0
Interest Expense                             $245,707            $195,193
Income Tax Expense                                 $0                  $0
Gain (Loss) from Continuing Operations    ($1,015,195        ($1,063,671)
Loss from Discontinued Operations            $870,911             $42,465
Net Income (Loss)                          ($144,284)        ($1,021,206)
Income (Loss) Per Share-Basic                 ($0.01)             ($0.05)
Income (Loss) Per Share-Diluted               ($0.01)             ($0.05)


PART II  OTHER INFORMATION


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits:

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

31.1      *    Section 302 Certification by the CEO

31.2      *    Section 302 Certification by the CFO

32.1      *    CEO Certification Pursuant to the Sarbanes-Oxley Act

32.2      *    CFO Certification Pursuant to the Sarbanes-Oxley Act
---------------------------
          *    Filed herewith

     (b) Reports on Form 8-K:

1.   Agreement with Global FranTech Group, filed January 22, 2003.
2.   Agreement with Abia Holdings S.A., filed June 9, 2003.
3.   Letter of Intent with State of Abia, Nigeria, filed July 1, 2003.
4.   Plan of re-organization for subsiderary Health-Pak, filed July 24, 2003.
5.   Agreement with State of Louisiana, filed August 7, 2003.
6.   Agreement with Diamond Ridge Advisors, Inc., filed August 7, 2003.
7.   Change in Certifying Accountant, filed August 7, 2003.
8.   Purchase aquisition with Green Energy Management, L.L.C., filed October 15,
     2003.

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<PAGE>


                                   SIGNATURES


     Pursuant to the requirements 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.


                    LIFE ENERGY & TECHNOLOGY HOLDINGS, INC,
                 ----------------------------------------------
                                  (Registrant)

Date: January 15, 2004





BY: /s/ Dr. Christopher McCormack
--------------------------------------------------------
Dr. Christopher McCormack
President and Chief Executive Officer








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