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: February 29, 2004

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)

7637 Leesburg Pike Suite #200
Falls Church, VA.                                            22043
-------------------------------                  -------------------------------
(Address of Corporate offices)                              (Zip Code)

4640 Carrollton Ave Suite 2A-6
New Orleans, La                                              70119
-------------------------------                  -------------------------------
(Address of principal executive offices)                   (Zip Code)


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

                                 (877) 723-6315
                      ------------------------------------
              (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 Feb 29, 2004
-------------------------------       ---------------------------------
Common stock, $0.002 par value                 29,010,536












<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

PART I.

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

    Balance sheets as of February 29, 2004 and May 31, 2003                  F-1

    Statement of Operation
    for the three months and nine months ended
    February 29, 2004 and 2003                                               F-2

    Statements of Changes in Shareholders' Equity
    for the nine months ended February 29, 2004 and 2003                     F-3

    Statements of Cash Flows
    for nine months ended February 29, 2004 and 2003                         F-4

    Notes to consolidated financial statements                               F-5



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION           16

ITEM 3. CONTROLS AND PROCEDURES

PART II.

ITEM 1. LEGAL PROCEEDINGS.                                                    22

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                             22

ITEM 3. DEFAULTS IN SENIOR SECURITIES                                         22

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                  22

ITEM 5. OTHER INFORMATION                                                     22

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K                                       23

SIGNATURES                                                                    23






<PAGE>

                                    PART I.

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                                  Balance Sheet
                    As of February 29, 2004 and May 31, 2003

                                                                                  Unaudited
                                                                                  29-Feb-04           31-May-03
                                                                                ---------------    ----------------
<S>                                                                             <C>                <C>
ASSETS
  Current assets:
      Cash and short term investment                                                $23,507,096                  $0
                                                                                ---------------    ----------------
         Total current assets                                                        23,507,096                   0

  Property and equipment-net                                                              1,398               8,371

  Other assets:
      Account receivable                                                             10,900,000          14,400,000
      Land held for investment                                                        2,459,890           2,459,890
                                                                                ---------------    ----------------
        Total assets                                                                $36,868,384         $16,868,261
                                                                                ===============    ================

LIABILITIES & SHAREHOLDERS' EQUITY

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

     Notes payable                                                                   15,136,990          12,843,501
     Line of credit                                                                  10,706,549                   0
                                                                                ---------------    ----------------
         Total liabilities                                                           25,974,011          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 February 29, 2004, including
        2,893,000 treasury shares                                                        63,680              50,560
     Additional paid in capital                                                      25,632,452          15,792,696
     Accumulated deficit                                                            (14,803,613)        (13,583,458)
                                                                                ---------------    ----------------
         Total shareholders' equity                                                  10,894,373           2,261,652
                                                                                ---------------    ----------------
         Total liabilities & shareholders' equity                                   $36,868,384         $16,868,261
                                                                                ===============    ================
</TABLE>

                   See the notes to the financial statements.

                                      F-1

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                         Unaudited Statement of Operation
                   For the three months and nine months ended
                           February 29, 2004 and 2003

                                                               9 Months       9 Months        3 Months        3 Months
                                                              29-Feb-04       28-Feb-03       29-Feb-04       28-Feb-03
                                                             --------------  --------------  --------------  --------------
<S>                                                          <C>             <C>             <C>             <C>
Sales revenues                                                           $0              $0              $0              $0

General and administrative expenses:
     Salaries & consulting expense                                1,252,119       1,852,969         540,668         576,726
     Administration expenses                                        261,729       1,057,808          47,644         838,951
                                                             --------------  --------------  --------------  --------------
    Total general and administrative expenses                     1,513,848       2,910,777         588,312       1,415,677
                                                             --------------  --------------  --------------  --------------
Net loss from continuing operations                              (1,513,848)     (2,910,777)       (588,312)     (1,415,677)

Other income (expense):
    Investment in affiliate                                         106,788               0               0               0
    Other                                                           (13,773)              0         (13,773)              0
    Gain on sale of lease                                                 0         126,621               0         126,621
    Interest income                                                 133,572               0          84,312               0
    Interest expense                                               (803,805)       (346,600)       (666,658)       (151,407)
                                                             --------------  --------------  --------------  --------------
Net loss before tax provision                                    (2,091,066)     (3,130,756)     (1,184,431)     (1,440,463)

Provision for income taxes                                                0               0               0               0
                                                             --------------  --------------  --------------  --------------
Net loss from continuing operations                              (2,091,066)     (3,130,756)     (1,184,431)     (1,440,463)

Gain on disposal of discontinued operation (net of tax)             870,911            (517)              0         (42,982)
                                                             --------------  --------------  --------------  --------------
Net loss                                                        ($1,220,155)    ($3,131,273)    ($1,184,431)    ($1,483,445)
                                                             ==============  ==============  ==============  ==============

Basic net loss per common share
 Loss from continuing operations                                     ($0.07)        ($15.00)         ($0.08)         ($0.07)
 Income (loss) from discontinued operations                           $0.03           $0.00           $0.00         ($0.00)
                                                             --------------  --------------  --------------  --------------
 Loss per share                                                      ($0.04)         ($0.15)         ($0.08)         ($0.07)
                                                             ==============  ==============  ==============  ==============

Fully diluted net income (loss) per common share
 Loss from continuing operations                                     ($0.07)         ($0.15)         ($0.08)         ($0.07)
 Income (loss) from discontinued operations                           $0.03           $0.00           $0.00         ($0.00)
                                                             --------------  --------------  --------------  --------------
 Loss per share                                                      ($0.04)         ($0.15)         ($0.08)         ($0.07)
                                                             ==============  ==============  ==============  ==============

Weighted average of common shares outstanding:
 Basic                                                           28,700,755      20,332,702      14,293,997      21,341,893
 Fully diluted                                                   28,700,755      20,332,702      14,293,997      21,341,893
</TABLE>

                   See the notes to the financial statements.

                                      F-2

<PAGE>



<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
             Unaudited Statement of Changes in Shareholders' Equity
        For the Nine Months Ended February 29, 2004 and February 28, 2003



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

Shares issued for services           1,500,000        3,000                          672,000                         675,000

Net loss for the period                                                                           (3,131,273)     (3,131,273)
                                  -------------  -----------  ---------------   -------------  --------------  --------------

Balance at February 28, 2003        21,341,893      $42,684      $18,657,090      $5,174,679      $3,110,153     $26,984,606
                                  =============  ===========  ===============   =============  ==============  ==============



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

Warrants issued for services                                                          13,005                          13,005

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

Treasury stock                      (2,829,333)                                                                            0

Net loss for the period                                                                           (1,220,155)     (1,220,155)
                                  -------------  -----------  ---------------   -------------  --------------  --------------

Balance at February 29, 2004        29,010,236      $63,680           $1,854     $25,632,452    ($14,803,613)    $10,894,373
                                  =============  ===========  ===============   =============  ==============  ==============
</TABLE>









                   See the notes to the financial statements.

                                      F-3

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                        Unaudited Statement of Cash Flows
        For the Nine Months Ended February 29, 2004 and February 28, 2003


                                                            9 Months            9 Months
                                                            29-Feb-04           28-Feb-03
                                                        ----------------    ----------------
<S>                                                      <C>                 <C>
Operating Activities:
  Net loss from continuing operations                       ($2,091,066)        ($3,130,756)

  Adjustments to reconcile net loss
        items not requiring the use of cash:
     Depreciation                                                 6,973               6,948
     Gain on sale of lease                                            0            (126,621)
     Salaries expense                                         1,252,119           1,965,502
     Interest expense                                           803,805             341,690
     Consulting expense                                          13,005             675,000
Changes in operating assets and liabilities:
     Account receivable                                       3,500,000           1,020,000
     Accounts payable                                           (33,863)             83,079
     Bank overdraft                                             (69,957)            (27,987)
                                                        ----------------    ----------------
Net cash provided by operations                               3,381,016             806,855

Investing activities:
     Investment in affiliate                                          0             131,186
                                                        ----------------    ----------------
Net cash provided by investing activities                             0             131,186

Financing activities:
     Line of credit                                          10,160,129                   0
     Issuance of common stock                                 9,839,871                   0
     Advances from shareholder                                  126,080              66,003
                                                        ----------------    ----------------
Net cash provided by financing activities                    20,126,080              66,003
                                                        ----------------    ----------------

Net cash increase in cash from continuing operations         23,507,096           1,004,044

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

Cash balance at end of the period                           $23,507,096          $1,005,100
                                                        ================    ================

Supplemental disclosures of cash flow information:
     Interest paid during the period                             $2,856              $1,634
     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 the Nine Months Ended February 29, 2004 and February 28, 2003


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.

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.


                                      F-5

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

<PAGE>


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., a company  affiliated to the Company by common  ownership.  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 a formal plan of disposal upon the
merger by management in November 2000.  The business  activity of the subsidiary
is summarized in the balance sheet as net liability from discontinued operations
and in the statement of operations as loss from discontinued operations.



                                      F-6
<PAGE>


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.

Net loss per  common  share  for the nine  month  period  has been  computed  as
follows:

<TABLE>
<CAPTION>
                                29-Feb-04     29-Feb-04       28-Feb-03     28-Feb-03
                                  Basic     Fully Diluted       Basic     Fully Diluted

<S>                             <C>          <C>            <C>           <C>
Issued and outstanding shares   29,010,236    29,010,236     21,341,893    21,341,893
                               ===========  ============   ============  ============

Weighted average of
 shares outstanding             28,700,755    28,700,755     20,332,702    20,332,702


Total equivalent shares         28,700,755    28,700,755     20,332,702    20,332,702
                               ===========  ============   ============  ============

Net loss                       ($1,220,155)  ($1,220,155)   ($3,130,756)  ($3,130,756)
                               ===========  ============   ============  ============


Net loss per share                  ($0.04)       ($0.04)        ($0.15)       ($0.15)
                               ===========  ============   ============  ============
</TABLE>

Options  to  purchase  9,032,750  shares of common  stock  and  preferred  stock
convertible  into 1,853,989  shares of common stock were outstanding at February
29,  2004  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.






                                      F-7
<PAGE>


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
February 29, 2004.

                                                                      Wgtd Avg
                                                       Wgtd Avg       Years to
                                      Amount        Exercise Price    Maturity

Outstanding at June 1, 2002          8,843,750

Issued                                       0
Expired                                      0
Exercised                                    0
                                   ------------

Outstanding at May 31, 2003          8,843,750           $.13           2.65

Issued                                 200,000
Expired                                      0
Exercised                                    0
                                   ------------

Outstanding at February 29, 2004     9,043,750          $0.16           3.59
                                   ============

During the quarter, the Company issued 200,000 warrants exercisable at $1.65 per
warrant for 200,000 shares  expiring in November 2008. As a result,  the Company
recorded $13,005 in consulting expense in the statement of operations.


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  has  recorded a gain from the  disposal  of Health Pak of  $870,911  in
discontinued  operations  in the  statement  of  operations.  The  Company as of
November of 2003 has no offices or operation in New York State.

The Company received  2,829,333 of the Company's common stock from purchasers of
Health Pak and recorded such stock as treasury stock a a cost basis of zero.



                                      F-8
<PAGE>


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 transfer  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 units by
Alia. Kuwat remains indebted to Alia for amounts  previously due the Company for
the original two units.

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


6.   Property and Equipment

A summary of property and equipment is as follows:

                                  29-Feb-04        31-May-03

Office equipment                   $27,895           $27,895
Accumulated depreciation           (26,497)          (19,524)
                                ----------      ------------

Total                               $1,398            $8,371
                                ==========      ============





                                      F-9
<PAGE>


7.   Income Taxes

Provision for income taxes is comprised of the following:

                                               29-Feb-04           28-Feb-03
Net income (loss)
    before provision for income taxes          ($2,091,066)       ($3,130,756)
                                            ==============      =============

Current tax expense:
  Federal                                               $0                 $0
  State                                                  0                  0
                                            --------------      -------------
  Total                                                 $0                 $0

Less deferred tax benefit:
  Timing difference                              5,416,981         (3,685,000)
  Allowance for recoverability                  (5,416,981)         3,685,000
                                            --------------      -------------
Provision for income taxes                              $0                 $0
                                            ==============      =============

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                                 (5,416,981)     3,685,000
  Allowance for recoverability                        5,416,981     (3,685,000)
                                                 --------------   ------------
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>


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

In May 2003,  the Kuwat  lease  discussed  in Note 5 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 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, 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 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  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.


9.   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.

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

The Company has  returned  2,829,333  shares of the  Companies  common  stock to
treasury and is seeking the return of the balance of 4,145,942 shares from those
individuals  in  possession  of the shares  under the original  acquisition  and
escrow agreement under advice of Health-Pak original counsel.


10.  Related Party Transactions

During the period from June 1, 2003 through  February 29, 2004, the President of
the Company advanced the Company,  $126,080 at no stated  interest.  The Company
imputed  interest on the advance at 8.50% and  recorded  interest of $775 in the
statement of operations for the period ended February 29, 2004.




                                      F-11
<PAGE>


11.  Subsequent Events

In March 2004, the Company received another  $3,500,000 on the Kuwait receivable
discussed in Note 6.

In April 2004, the Company received notification by a lender of the availability
of $250 million in funding  through a note payable which the company had entered
into with the lender in February 2004. Such note payable calls for the lender to
have the right of first  refusal  of the  financing  of future  biosphere  units
constructed.

Upon acceptance of the lender of a unit construction project, the terms call for
interest of 6.50% on the amounts  borrowed plus an additional  6.50 % of the net
profits received on the individual units financed.






                [Balance of this page intentionally left blank.]









                                      F-12
<PAGE>


ITEM 2. 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 management adopted a formal plan for its disposal.

In February  2001 the  Company  took  delivery  in Ireland of the two  Biosphere
Process(TM)  systems.  The costs to build the system,  which was manufactured in
Russia, was $9,500,000. The system was 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 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 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 units under  construction  that are part of a lease for 10 machines to
be  delivered  within the coming  fiscal year to a company  based in  Louisiana.
Sales revenues will be recognized  upon the delivery of the machines.  Under the
terms of the sales lease,  each machine  will be purchased  for $7 million.  The
cost to manufacture each machine, as per the Company's  manufacturing  agreement
is  approximately  $4.5 million.  Both the sale and  manufacture of the machines
will be  financed  by a  financing  company  that is also a  shareholder  of the
Company, at no cost to the Company.



                                       16
<PAGE>


In April 2004, the Company received notification by a lender of the availability
of $250 million in funding  through a note payable which the company had entered
into with the lender in February 2004. 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 Life Energy 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.

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.  Mr.  Biles  holds a  Graduate  Degree  in  Business
Administration from Boston University and several


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.



                                       17
<PAGE>


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.

(Nine month comparison)

Salaries and  consulting  expenses  for the nine months ended  February 29, 2004
were $1,252,119 as compared to $1,852,969 for the nine months ended February 28,
2003.  Currently there are eight contracted  employees as opposed to twelve last
year.  Management expects salaries and consulting expenses to remain constant at
about $541,000 per quarter throughout fiscal 2004.

Administrative  expenses  for the nine  months  ended  February  29,  2004  were
$261,729  as compared to  $1,057,808  for the same period last year.  Below is a
detail of administrative expenses.

                                                29-Feb-04         28-Feb-03

     Depreciation office equipment                  6,973             6,948
     Licensing & permits                           63,965                 0
     Consulting                                     6,620           675,000
     Professional fees                              9,069           133,562
     Telephone                                     14,742            24,982
     Office supplies and administration            22,378            99,118
     Travel costs                                 137,982           118,198
                                              -----------      ------------

     Total administration                        $261,729        $1,057,808
                                              ===========      ============

In November  2002,  the Company  issued  1,500,000  shares valued at $675,000 to
consultants for services rendered.

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 $1,513,848 for the nine months ended February 29, 2004
as compared to a loss of $2,910,777 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
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).



                                       18
<PAGE>


During the nine months ended February 29, 2004, the Company recognized a loss of
$13,773 from  converting its bank account in Dublin Ireland from  Eurodollars to
U.S. dollars.

The Company recognized  interest income of $133,572 during the first nine months
of fiscal year 2004 from its investments in short term  certificate of deposits.
The  certificates  of deposit matures in April 2004 at which time the investment
will be rolled over.

Interest  expense for the nine months  ended  February  29, 2004 was $803,805 as
compared to $346,600 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,  of approximately  $10,160,000.  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.  In April 2004,  Diamond Ridge agreed to make an
additional  $250  million  line of credit  available  to the  Company for use in
biosphere  construction.  The Company currently has orders for approximately 540
units  worldwide many of which are subject to financing  requirmetns.  This will
substantially increase interest expense in the coming fiscal year.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations  before  income  taxes  and  discontinued  operations  of
$2,091,066  for the nine months ended February 29, 2004 as compared to a loss of
$3,130,756 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 3003. 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 nine months of fiscal year 2004 of
$1,220,155 compared to a loss of $3,131,273 for the same period last year.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$.04 for the nine months ended February 29, 2004 as compared to a loss per share
of $0.15 for the nine months ended February 29, 2003.

(Three month comparison)

Salaries and  consulting  expenses for the quarter ended  February 29, 2004 were
$540,668 compared to $576,726 for the quarter ended February 28, 2003. Currently
there are eight contracted employees as opposed to twelve last year.  Management
expects  salaries  and  consulting  expenses to be  approximately  $541,000  per
quarter throughout fiscal year 2004.

Administrative  expenses for the quarter ended February 29, 2004 were $47,644 as
compared to $838,951 for the same period last year.  Last year's figure includes
$675,000 paid to consultants by issuing 1,500,000 shares of stock.



                                       19
<PAGE>


After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations  of $588,312 for the quarter  ended  February 29, 2004 as
compared to a loss of $1,415,677 for the same period last year.

During the three months ended February 29, 2004,  the Company  recognized a loss
of $13,773 from  converting its bank account in Dublin Ireland from  Eurodollars
to U.S. dollars.

The Company  recognized  interest  income of $84,312 during the third quarter of
fiscal year 2004 from its investments in short term bank instruments.

Interest  expense  for the  quarter  ended  February  29,  2004 was  $666,658 as
compared to $151,407 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  construction  of
Biosphere Processing Systems. 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 Processing System.. After adding other income and
expenses,  the Company experienced a loss from its continuing  operations before
income taxes and  discontinued  operations of  $1,184,431  for the quarter ended
February 29, 2004 as compared to a loss of  $1,440,463  for the same period last
year.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$.08 for the three  months  ended  February  29,  2004 as compared to a loss per
share of $.07 for the three months ended February 28, 2003.


II.  Discussion of Financial Condition: Liquidity and Capital Resources

At February 29, 2004, the Company had working capital of $23,376,624 as compared
to a deficit of  $902,263  at the end of fiscal  year 2003.  Cash and short term
investments on hand was $23,507,096.

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 availability of funding
from the notes payable entered into in February 2004. The line of credit is used
for the  construction  of biosphere  units and will be paid from the proceeds of
their  sale.  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.

Total assets at February 29, 2004 were $36,868,384 as compared to $16,868,261 at
May 31, 2003.

Stockholders'  equity  increased  to  $10,894,373  at  February  29,  2004  from
$2,261,652  at May 31,  2003.  In  December  2003,  the Company  issued  200,000
warrants  exercisable at $1.65 per share expiring in 2008, valued at $13,005. In
August 2003, the Company issued 6,559,914 shares of common stock for proceeds of
$9,839,871.  Finally,  net loss for the nine months ended  February 29, 2004 was
$1,220,155.


                                       20
<PAGE>


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 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.

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.

Selected Financial Data

                                                29-Feb-04         28-Feb-03

Cash and Cash Items                              $23,507,096        $1,005,100
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                             $23,507,096       $24,985,100
Property, Plant & Equipment                       $2,461,288        $2,470,603
Accumulated Depreciation                             $26,497           $17,182
Total Assets                                     $36,868,384       $42,363,481
Total Current Liabilities                           $130,472        $8,056,480
Bonds, Mortgages & Debt
  Net of Current Portion                         $15,136,990        $5,232,005
Preferred Stock                                       $1,854       $18,657,090
Common Stock                                         $63,680           $42,684
Other Shareholders' Equity                       $25,632,452        $5,174,679
Total Liabilities &
 Shareholders' Equity                            $36,868,384       $42,363,481

Sales of Tangible Products                                $0                $0
Cost of Tangible Goods Sold                               $0                $0
Total Administrative Expenses                     $1,513,848        $2,910,777
Other Income and Expenses                                 $0                $0
Interest Expense                                    $106,788          $346,600
Income Tax Expense                                        $0                $0
Gain (Loss) from Continuing Operations           ($2,091,066)      ($3,130,756)
Loss from Discontinued Operations                   $870,911            ($517)
Net Income (Loss)                                ($1,220,155)      ($3,131,273)
Income (Loss) Per Share-Basic                         ($0.04)           ($0.15)
Income (Loss) Per Share-Diluted                       ($0.04)           ($0.15)


                                       21
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
along with the Company's  Chief Financial  Officer  concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the  Company's  internal  controls or in other  factors,  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.



                                     PART II


ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted during the quarter ending Feburary 29, 2004,  covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.

ITEM 5. OTHER INFORMATION

None.



                                       22
<PAGE>


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
----------     -----------

10.1      *    Agreement and Plan of Reorganization between Health-Pak, Inc. and
               Life Energy Technology Holdings, LTD.  Dated November 3, 2000.

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 Filed 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  subsidiary  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  acquisition  with Green  Energy  Management,  L.L.C.,  filed
          October 15, 2003.
     9.   Acceptance of Resignation of Directors filed February 6, 2004
     10.  Return of Shares to Treasury filed February 10, 2004
     11.  Agreement Diamond Ridge Filed March 16, 2004




                                   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: April 22, 2004

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




                                       23