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 28, 2003

Commission File Number: 33-24483-NY

                     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)

2005 Beechgrove Place, Utica, NY                            13501
-------------------------------                 -------------------------------
(Address of principal executive offices)                 (Zip Code)


                                      Same
                           --------------------------
                           (Former Address)(Zip Code)

                                 (315) 724-8370
                             ----------------------
              (Registrant's telephone number, including area code)

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 April 1, 2003
-------------------------------                 -------------------------------
Common stock, $0.002 par value                            19,841,893

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page

Part 1. Financial Information                                                  3

Item 1. Condensed Consolidated Financial Statements:

    Balance sheet as of February 28, 2003 and May 31, 2002                   F-1

    Statement of income  (loss) for nine months ended
    February 28, 2003 and 2002                                               F-2

    Statement of cash flows for nine months ended
    February 28, 2003 and 2002                                               F-3

    Statement of changes in shareholders equity for the
    period November 3, 2000 through February 28, 2003                        F-4


    Notes to condensed consolidated financial statements                     F-5



Item 2. Management's discussion and analysis of financial condition            4

Part II. Other information                                                    13

Signatures

Exhibits










                                     Page 2

<PAGE>



PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements

The following unaudited  consolidated financial statements have been prepared by
Life Energy & Technology Holdings Inc. (the "Company" or "LETH") pursuant to the
rules and  regulations  of the Securities  and Exchange  Commission  promulgated
under the Securities  Exchange Act of 1934 as amended.  Certain  information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principals have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of the Company's
management,  the  consolidated  financial  statements  include  all  adjustments
(consisting  only of adjustments  of a normal,  recurring  nature)  necessary to
present fairly the financial information set forth herein. Operating results for
the nine-month period ended February 28, 2003 are not necessarily  indicative of
the results that may be expected for year ending May 31, 2003.

These condensed  consolidated financial statements should be read in conjunction
with the financial statements and accompanying notes included in Form 10-KSB for
the year ended May 31, 2002.










                                     Page 3

<PAGE>



<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                      Unaudited Consolidated Balance Sheets
                    As of February 28, 2003 and May 31, 2002


                                                                                   28-Feb-03        31-May-02
                                                                                ----------------  ---------------
<S>                                                                             <C>               <C>
ASSETS

  Current assets:
      Cash                                                                           $1,005,100           $1,056
      Accounts receivable                                                            23,980,000                0
      Gross investment (net of unearned income)- current portion                              0          813,819
                                                                                ----------------  ---------------
         Total current assets                                                        24,985,100          814,875

  Property and equipment (net of accumulated depreciation of
        ($17,192 at 2/28/03 and $10,234 at 5/31/02)                                   2,470,603        2,477,551

  Other assets:
      Gross investment (net of unearned income)                                               0       23,559,559
      Investment in affiliate                                                           157,778          288,964
      Equipment deposit                                                              14,750,000       14,750,000
                                                                                ----------------  ---------------
        Total assets                                                                $42,363,481      $41,890,949
                                                                                ================  ===============

LIABILITIES & SHAREHOLDERS' EQUITY
  Current liabilities:
     Accounts payable                                                                $1,754,079       $1,670,999
     Salaries & benefits payable                                                      5,684,877        3,719,375
     Deferred revenue                                                                   500,000                0
     Interest payable                                                                   117,524           53,661
     Bank overdraft                                                                           0           27,986
                                                                                ----------------  ---------------
         Total current liabilities                                                    8,056,480        5,472,021

     Notes payable to shareholders                                                    5,232,005        4,954,178
     Advance payable to officer                                                       1,415,635        1,349,632
                                                                                ----------------  ---------------
         Total liabilities                                                            6,647,640        6,303,810

     Net liabilities of discontinued operations to be disposed of                       674,755          674,239

  Shareholders' Equity:

     Series A preferred stock, one share convertible to
       one share of common; no stated dividend, stated value
       $15, 10,000,000 shares authorized none issued                                          0                0

     Series B preferred stock, one share convertible to one
       share of common; no stated dividend, stated value $10,
       16,000,000 shares authorized, 6,853,989 shares issued and outstanding         18,657,090       18,657,090

     Common stock, $.002 par value; authorized 100,000,000 shares,
      issued and outstanding 19,841,893 at 2/28/03 and at 5/31/02                        39,684           39,684

     Additional paid in capital                                                       4,502,679        4,502,679
     Accumulated earnings                                                             3,785,153        6,241,426
                                                                                ----------------  ---------------
         Total shareholders' equity                                                  26,984,606       29,440,879
                                                                                ----------------  ---------------

         Total liabilities & shareholders' equity                                   $42,363,481      $41,890,949
                                                                                ================  ===============
</TABLE>

See the notes to the financial statements.

                                       F-1

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                 Unaudited Consolidated Statements of Operations
                For the Nine and Three Months Ended February 28th


                                                     Nine Mos.         Nine Mos.        Three Mos.        Three Mos.
                                                     28-Feb-03         28-Feb-02        28-Feb-03          28-Feb-02
                                                    --------------  --------------   ---------------   --------------
<S>                                                   <C>                 <C>             <C>              <C>
Sales revenues                                                 $0     $11,997,381                $0               $0
Cost of sales                                                   0     (9,381,634)                 0                0
                                                    --------------  --------------   ---------------   --------------

Gross profit on sales                                           0       2,615,747                 0                0

General and administrative expenses:
     Salaries & benefits expense                        1,852,969       1,666,279           576,726          551,342
     Administration expenses                              382,808         445,941           163,952           46,853
                                                    --------------  --------------   ---------------   --------------
    Total general and administrative expenses           2,235,777       2,112,220           740,678          598,195
                                                    --------------  --------------   ---------------   --------------
Net income (loss) from continuing operations          (2,235,777)         503,527         (740,678)        (598,195)

Other income (expense):
    Amortization of unearned income                             0         200,356                 0          200,356
    Other revenue                                         126,621               0           126,621                0
    Gain (Loss) on investment in affiliate                      0         240,806                 0          101,584
    Interest expense                                    (346,600)       (401,694)         (151,407)        (116,379)
                                                    --------------  --------------   ---------------   --------------
Net income (loss) before tax provision                (2,455,756)         542,995         (765,463)        (412,634)

Provision for income taxes                                      0               0                 0                0
                                                    --------------  --------------   ---------------   --------------
Net income (loss) from continuing operations          (2,455,756)         542,995         (765,463)        (412,634)

Net income (loss) from discontinued operations              (517)        (17,840)          (42,982)         (10,360)
                                                    --------------  --------------   ---------------   --------------
Net income (loss)                                    ($2,456,273)        $525,155        ($808,445)       ($422,994)
                                                    ==============  ==============   ===============   ==============

Basic net income (loss) per common share
 Income (loss) from continuing operations                 ($0.12)           $0.03           ($0.04)          ($0.02)
 Income (loss) from discontinued operations               ($0.00)         ($0.00)           ($0.00)          ($0.00)
                                                    --------------  --------------   ---------------   --------------
 Income (loss) per share                                  ($0.12)           $0.03           ($0.04)          ($0.02)
                                                    ==============  ==============   ===============   ==============

Fully diluted net income (loss) per common share
 Income (loss) from continuing operations                 ($0.12)           $0.02           ($0.04)          ($0.02)
 Income (loss) from discontinued operations               ($0.00)         ($0.00)           ($0.00)          ($0.00)
                                                    --------------  --------------   ---------------   --------------
 Income (loss) per share                                  ($0.12)           $0.02           ($0.04)          ($0.02)
                                                    ==============  ==============   ===============   ==============

Weighted average of common shares outstanding:
 Basic                                                 19,841,893      20,891,893        19,841,893       20,891,893
 Fully diluted                                         19,841,893      34,024,405        19,841,893       20,891,893
</TABLE>

See the notes to the financial statements.

                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                 Unaudited Consolidated Statements of Cash Flows
           For the Nine Ended February 28, 2003 and February 28, 2002




                                                                                 28-Feb-03       28-Feb-02
                                                                                -------------  -------------
<S>                                                                             <C>            <C>
Operating Activities:
  Net income (loss) from continuing operations                                  ($2,455,756)       $542,995

  Adjustments to reconcile net loss items not requiring the use of cash:
     Depreciation                                                                      6,948        198,591
     (Gain) Loss on investment in affiliate                                                0      (240,806)
     Net income recognized from sales type lease                                           0    (2,615,747)
     Amortization of unearned income                                                       0      (200,356)
     Other revenue                                                                 (126,621)              0
     Salary expense                                                                1,965,502      1,731,266
     Interest expense                                                                341,690        276,704

Changes in operating assets and liabilities:
     Accounts receivable                                                           1,020,000              0
     Accounts payable                                                                 83,079      (464,286)
     Bank overdraft                                                                 (27,987)          5,009
                                                                                -------------  -------------
Net cash provided by (used by) operations                                            806,855      (766,630)

Investing Activities:
     Investment in affiliate                                                         131,186        250,732
     Purchase and acquisition of property and equipment                                    0              0
                                                                                -------------  -------------
Net cash provided by (used by) investing activities                                  131,186        250,732

Financing activities:
     Advances from shareholder                                                        66,003        519,101
                                                                                -------------  -------------
Net cash provided by financing activities                                             66,003        519,101

Net cash provided by continuing operations                                         1,004,044          3,203

Cash balance at the beginning of the fiscal year                                       1,056             75
                                                                                -------------  -------------

Cash balance at end of the period                                                 $1,005,100         $3,278
                                                                                =============  =============

Supplemental disclosures of cash flow information:
     Interest paid during the period (continuing operations)                          $1,634             $0
     Interest paid during the period (discontinued operations)                            $0        $13,210
     Income taxes paid during the period (continuing operations)                          $0             $0
     Income taxes paid during the period (discontinued operations)                        $0             $0
</TABLE>



See the notes to the financial statements.

                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
       Unaudited Consolidated Statement of Changes in Shareholders' Equity
              From Inception, November 3, 2000 to February 28, 2003



                                       Common       Common       Preferred    Preferred    Paid in    Accumulated
                                       Shares       Par Value     Shares        Value      Capital      Earnings       Total
                                    ------------  -----------   ----------- -----------  -----------  ------------ -----------
<S>                                   <C>           <C>         <C>         <C>          <C>          <C>             <C>
Balance at inception                           0          $0             0           $0         $0            $0           $0

Issuance of common stock              15,000,000      30,000                             2,630,000                  2,660,000

Purchase of subsidiary                 5,691,893      11,384                             1,695,000                  1,706,384

Issued common stock
  for consulting services                200,000         400                               141,600                    142,000

Issued preferred stock
  to purchase land                                                 245,989    2,459,890                             2,459,890

Issued preferred stock to purchase
 investment interest in LENR                                     1,608,000    1,447,200                             1,447,200

Issued preferred stock
  for equipment deposit                                          5,000,000   14,750,000                            14,750,000

Issued common stock warrants
  for consulting services                                                                   33,979                     33,979

Net loss for the fiscal year                                                                         (5,756,018)  (5,756,018)
                                    ------------  ----------   ----------- ------------ -----------  ------------ ------------

Balance at May 31, 2001               20,891,893      41,784     6,853,989   18,657,090  4,500,579   (5,756,018)   17,443,435

Shares returned to treasury          (1,050,000)     (2,100)                                 2,100                          0

Net income for the fiscal year                                                                        11,997,444   11,997,444
                                    ------------  ----------   ----------- ------------ -----------  ------------ ------------

Balance at May 31, 2002               19,841,893      39,684     6,853,989   18,657,090  4,502,679     6,241,426   29,440,879

Net income for the period                                                                            (2,456,273)  (2,456,273)
                                    ------------  ----------   ----------- ------------ -----------  ------------ ------------

Balance at February 28, 2003          19,841,893     $39,684     6,853,989  $18,657,090 $4,502,679    $3,785,153  $26,984,606
                                    ============  ==========   =========== ============ ===========  ============ ============
</TABLE>




See the notes to the financial statements.

                                       F-4

<PAGE>


                   Life Energy and Technology Holdings, Inc.
            Unaudited Notes to the Consolidated Financial Statements
         For Nine Months Ended February 28, 2003 and February 28, 2002


Note 1. Nature of Business and Significant Accounting Policies

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  merged  with Life Energy and  Technology,  Ltd.,  a company
organized on November 3, 2000 in the Republic of Ireland. Upon the conclusion of
the merger  transaction,  the Company  changed its to Life Energy and Technology
Holdings, Inc (LIFE).

The Company is the  developer  the Biosphere  Process(TM)1  System,  which is an
autonomous mobile 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,  sugar cane bagasse,  forestry and wood processing wastes, waste car and
truck tires,  sewage sludge,  animal  wastes,  and/or  traditional  fossil fuels
(coal, oil, gas, peat) or oil industry wastes,  oil contaminated  ballast water,
bilge  &  oily  waste  water,  fuel  separated  oil  sludge,  oil  and  chemical
contaminated top soil, while producing renewable  electricity and potable water.
The Company recognized its first sale's in November 2001.

Consolidation- the accompanying  consolidated  financial  statements include the
accounts  of the  Company  and its  wholly  owned  subsidiary.  All  significant
inter-company balances have been eliminated.

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. Costs 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.

                                       F-5

<PAGE>


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.

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:


               Furniture                             7 years
               Biosphere Process(TM)System          25 years
               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 Subsidiary- 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.

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.

                                       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>
                                 Nine Months    Nine Months   Three months  Three months
                                   2/28/03        2/28/02        2/28/03       2/28/02
                                -----------     ----------    -----------    -----------
<S>                             <C>               <C>          <C>           <C>
Net Income (loss) from
 continuing operations          ($2,456,273)      $542,995     ($765,463)    ($412,634)
                               ==============  ============  ============= =============

Weighted average of
 shares outstanding               19,841,893    19,841,893     19,841,893    19,841,893

Weighted average of
 options outstanding                       0     7,328,523              0             0

Weighted average of
 convertible preferred
 outstanding                               0     6,853,989              0             0
                               --------------  ------------  ------------- -------------

Total equivalent shares           19,841,893    34,024,405     19,841,893    19,841,893
                               ==============  ============  ============= =============

Fully diluted net income
(loss) per common
share from continuing
operations                           ($0.12)         $0.02        ($0.04)       ($0.02)
                               ==============  ============  ============= =============
</TABLE>

Options  to  purchase  8,093,750  shares of common  stock  and  preferred  stock
convertible  into 6,853,989  shares of common stock were outstanding at February
28,  2003 and  February  28,  2002.  The share  equivalents  of the  options and
convertible preferred outstanding are not included in the computation of diluted
earnings per share if their effect would be antidilutive.



                                       F-7

<PAGE>


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.  The Company
has no  formal  stock  option  plan  for  its  employees.  The  following  table
summarizes  information  about common stock options  outstanding at February 28,
2003.


<TABLE>
<CAPTION>
                                              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        2.43

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

Outstanding at May 31, 2002                   8,093,750     $0.13        1.43

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

Outstanding at February 28, 2003              8,093,750     $0.13        0.67
                                            ============
</TABLE>

Note 4.  Discontinued Operations

The former  business  operations  of the Company,  conducted  through its wholly
owned subsidiary,  Health-Pak, Inc., were discontinued and a formal plan for the
disposal of Health-Pak was adopted upon the merger by management.  In June 2000,
Health-Pak  Inc.  filed  petitions  for relief  under  Chapter 11 of the federal
bankruptcy laws in the United States  Bankruptcy Court in the Northern  District
of New York.  Under Chapter 11,  certain  claims against the debtor in existence
prior to the filing of the  petitions  for  relief  are stayed  while the debtor
continues business operations as a debtor-in-possession.


                                       F-8

<PAGE>


Unsecured  claims  prior to the  filing of the  petition  are  reflected  in the
balance  sheet  of  the   debtor-in-possession   as   "liabilities   subject  to
compromise".  Additional  liabilities subject to compromise may arise subsequent
to the filing date resulting from the determination of the court.

Claims that are secured against the assets of the  debtor-in-possession are also
stayed by the court  however  the  holders of such claims have the right to move
the court for relief from the stay.  These claims are categorized on the balance
sheet of the debtor-in-possession as "liabilities not subject to compromise".

The  following  are  the  balance  sheet  for  the  discontinued  operations  of
Health-Pak, Inc. as of February 28, 2003 and May 31, 2002.


<TABLE>
<CAPTION>
                                                  28-Feb-03        31-May-02
                                                --------------    -------------
<S>                                                <C>             <C>
ASSETS
  Current assets:
     Cash                                              $6,919          $10,686
     Accounts receivable                              117,458           84,959
     Inventory                                        167,014          155,115
                                                --------------    -------------
         Total current assets                         291,391          250,760

  Property and equipment:
     Land                                             200,000          200,000
     Building                                         586,000          586,000
     Machinery & equipment                             60,000           60,000
     Leasehold improvements                             3,000            3,000
     Office equipment                                   6,500            6,500
     Less accumulated depreciation                  (117,055)         (89,200)
                                                --------------    -------------
         Net property and equipment                   738,445          766,300
                                                --------------    -------------
Total Assets                                       $1,029,836       $1,017,060
                                                ==============    =============

LIABILITIES & SHAREHOLDERS' EQUITY
  Current liabilities:
     Liabilities subject to compromise               $105,918         $171,867
     Liabilities not subject to compromise            299,850          290,933
                                                --------------    -------------
         Total current liabilities                    405,768          462,800

     Liabilities subject to compromise                503,342          450,765
     Liabilities not subject to compromise            696,714          668,466
     Loan payable to shareholder                       98,767          109,267

  Shareholders' Equity:
     Common stock                                     $11,384          $11,384
     Additional paid in capital                     2,686,748        2,686,748
     Accumulated deficit                          (3,372,887)      (3,372,370)
                                                --------------    -------------
          Total shareholders' equity                (674,755)        (674,238)
                                                --------------    -------------
Total liabilities & shareholders' equity           $1,029,836       $1,017,060
                                                ==============    =============
</TABLE>

                                       F-9

<PAGE>


The following are the statement of operations for the discontinued operations of
Health-Pak,  Inc. for the nine months  ended  February 28, 2003 and February 28,
2002.


<TABLE>
<CAPTION>
                                                  28-Feb-03       28-Feb-02
                                                  -----------     -----------
<S>                                               <C>             <C>
Net sales                                           $647,284        $762,835
Cost of sales                                      (308,171)       (405,616)
                                                  -----------     -----------
Gross profit                                         339,113         357,219

General and administrative expenses:

Administration expense                               339,516         388,512
                                                  -----------     -----------
    Total general and administrative expenses        339,516         388,512
                                                  -----------     -----------

Net income (loss) before other income and expense      (403)        (31,293)

Other income (expense):
    Rental Income                                          0          24,487
    Interest expense                                   (114)        (11,034)
                                                  -----------     -----------
Loss before extraordinary item, discontinued
   operations and income tax provision                 (517)        (17,840)
Income tax provision                                       0               0
                                                  -----------     -----------
Net loss                                              ($517)       ($17,840)
                                                  ===========     ===========
</TABLE>


Note 5.  Commitments and Contingencies

The Company's wholly owned subsidiary, Health-Pak, Inc., has filed petitions for
relief  under  Chapter 11 of the federal  bankruptcy  laws in the United  States
Bankruptcy Court in the northern District of New York in June 2000. In the event
that the necessary  financing  required for Health-Pak's  operations to continue
under bankruptcy protection cannot be attained,  the courts may require that the
assets of  Health-Pak  be  forcibly  liquidated  to  satisfy  the  claims of its
creditors. The Company would be contingently liable for certain additional legal
and brokerage costs that would result from the forced liquidation of Health Pak,
Inc. The Company accrued  $90,000 in contingent  expense on the balance sheet of
Health-Pak Inc. to account for this contingency.


                                      F-10

<PAGE>


Note 6. Income Taxes


Provision for income taxes is comprised of the following:


<TABLE>
<CAPTION>
                                                         28-Feb-03      28-Feb-02
                                                       --------------- -------------
<S>                                                      <C>               <C>
Net income (loss) before provision for income taxes      ($2,455,756)      $542,995
                                                       =============== =============
Current tax expense:
Federal                                                            $0            $0
State                                                               0             0
                                                       --------------- -------------
Total                                                              $0            $0

Less deferred tax benefit:
Loss carryforward                                           (271,117)   (3,642,972)
Allowance for recoverability                                  271,117     3,642,972
                                                       --------------- -------------
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:


<TABLE>
<S>                                                           <C>          <C>
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:

Loss carryforward                                               271,117      3,642,972
Allowance for recoverability                                  (271,117)    (3,642,972)
                                                            ------------  -------------
Deferred tax benefit                                                 $0             $0
                                                            ============  =============
</TABLE>


The deferred tax benefit  arising from the loss carry forward  expires in fiscal
year 2022 and may not be  recoverable  through  acquisition of the Company under
current IRS statutes.

                                      F-11

<PAGE>


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

In November  2001,  the  Company  entered  into a contract  for the lease of two
Biosphere  Process(TM)2  Systems  with a  private  company  located  in  Beirut,
Lebanon. The lease called for the payment of $2,020,000 per year for twenty-five
years.  According to the lease, the Company maintains a security interest in the
two systems and is not liable for any ongoing  maintenance  costs for the upkeep
and operating of the machines.  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.

In  January  2003,  the  lease  was  converted  to an  outright  sale of the two
machines.  As per the sales  agreement,  the Company will  receive  payments $25
million  over the next  twelve  months.  The  Company  recognized  a gain in the
statement of operations of $126,621 as a result of the transaction.

The Company is exposed to significant  credit risk by this  transaction.  In the
event of  non-performance  of the  counter-party  to this lease,  the  financial
position of the Company would be materially adversely affected.

In addition, the Company's business activities are supported by the president in
a significantly material way. A withdrawal of this support would have a material
adverse affect on the financial position of the Company.

In addition,  the net liabilities of the  discontinued  operations of Health-Pak
Inc pose  significant  off  balance  sheet  risk that could be in excess of that
represented  on the balance  sheet at February 28, 2003.  The  Company's  wholly
owned subsidiary, Health-Pak, Inc., has filed petitions for relief under Chapter
11 of the federal  bankruptcy laws in the United States  Bankruptcy Court in the
northern District of New York in June 2000. In the event of a forced liquidation
of the subsidiary by the bankruptcy court, the value received by the Company for
the assets of its subsidiary  could be  significantly  less than the fair market
value of these assets estimated by management.





                                      F-12

<PAGE>



Note 8. Related Party Transactions


As of February 28, 2003,  the  president of the Company had advanced the Company
$1,415,635.  The Company pays the president 8.50% interest on the unpaid balance
of this  advance.  At February 28, 2003,  interest  payable to the president was
$117,524.

Upon the  Company's  inception in November  2000,  certain  shareholders  of the
Company  loaned  $4,370,000 to the Company for operations and the Company issued
unsecured  promissory  notes in return.  The promissory  notes carry interest of
8.50% and mature in a balloon  payment  due in  November  2003.  Total  interest
payable February 28, 2003 on the notes is $861,974.


Note 9. Property and Equipment

A summary of property and equipment at February 28, 2003 and May 31, 2002 is as
follows:

<TABLE>
<CAPTION>
                                            2/28/03                   5/31/02
                                        ------------                ----------
<S>                                       <C>                       <C>
Land (located in Ireland)                 $2,459,890                $2,459,890
Office equipment                              27,895                    27,895
Accumulated depreciation                    (17,182)                  (10,234)
                                       --------------             -------------

Total                                     $2,470,603                $2,477,551
                                       ==============             =============
</TABLE>


Note 10. Reclassifications

Certain  accounts on the  financial  statements  for February 28, 2002 have been
reclassified to conform to the February 28, 2003 presentation.

Note 11. Deferred Revenue

In January,  as part of the re-negotiation of the sale of the machines discussed
in Note 7, the  Company is  obligated  to  provided  maintenance  service on the
machines purchased through January 2004.





                                      F-13

<PAGE>


Note 12. Subsequent Event

The Company has entered into Alliance Agreements for manufacturing,  deployment,
permitting and monitoring of equipment  operation as disclosed.  In addition the
company has been in negotiation  for and has now received the following  letters
of  intent  were  signed  for a total of 542  additional  Biosphere  Process(TM)
Systems to be sold to clients  subject to the terms and  conditions  outlined in
the letters of intent awaiting only the clients  attaining and presenting to the
company the requesite financial instruments.

The Company  has signed a letter of intent to  purchase,  subject to  financing,
with the Government of Progresso,  Yucatan,  Mexico for 10 Biosphere Process(TM)
Systems

The Company  has signed a letter of intent to  purchase,  subject to  financing,
with the Government of Abia State, Nigeria for 12 Biosphere Process(TM) Systems,
2 to be delivered initially and remainder of 10 to delivered at a later date.

The Company has signed a contract with Green Energy Management for one Biosphere
Process(TM) Systems in Louisiana,  subject only to permitting, with an agreement
to take a minimum of 500 over the next 60 months.

The Company  has signed a letter of intent to  purchase,  subject to  financing,
with the  Government of Cross River State,  Nigeria for 5 Biosphere  Process(TM)
Systems.

The Company  has signed a letter of intent to  purchase,  subject to  financing,
with the Government of Omsk, Russia for 3 Biosphere  Process(TM) Systems and St.
Petersburg, Russia for 7 Biosphere Process(TM) Systems.

The Company  has signed a letter of intent to  purchase,  subject to  financing,
with the Government of Kazakhstan for 5 Biosphere Process(TM) Systems.


Letters of Intent            Biosphere(TM)Process Systems
----------------             ----------------------------
Yucatan                                    10
Nigeria                                    17
Green Energy                               500
Russia                                     10
Kazakhstan                                  5
                               --------------------------
                                          542
                               ==========================



                                      F-14

<PAGE>


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.

Upon the  inception  of the Company in November  2000 and the merger with Health
Pak, Inc in December 2000, the Company established its head office in Utica, New
York.  The  Company  retained  the former  management  of the Health Pak Inc. to
manage the Company's operations.

In February  2001 the  Company  took  delivery  in Ireland of the two  Biosphere
Process(TM) systems.  These systems were subsequently  transferred to the Middle
East where they were first leased and have now been sold to clients.

In November 2001, the Company entered into a contract to lease the two Biosphere
Process(TM)3 Systems to a private company located in Beirut,  Lebanon. The lease
calls for the payment of $2,020,000 per year for twenty-five years. According to
the lease, the Company  maintains a security  interest in the two systems and is
not liable for any ongoing maintenance costs for the upkeep and operating of the
machines.  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.

In  January  2003,  the  lease  was  converted  to an  outright  sale of the two
machines.  As per the sales  agreement,  the Company will  receive  payments $25
million. The payment schedule is as follows:

Due:              1/24/03                              1,020,000
Due:              4/24/03                              5,995,000
Due:              7/24/03                              5,995,000
Due:             10/24/03                              5,995,000
Due:              1/25/04                              5,995,000
                                                   --------------

Total receivable                                      25,000,000
                                                   ==============

The Company  received the first  payment of  $1,020,000  in the third quarter of
fiscal 2003.

                                     Page 4

<PAGE>



In January 2003,  the Company  entered into a contract with Global  FranTech who
contracted to purchase of five (5) MKIII Biosphere  Process(TM)  System,  with a
combined  initial  sale price of  USD$55,000,000  from Life Energy &  Technology
Holdings  Inc. In addition to the initial  purchase of 5 systems,  FranTech  has
agreed an option to  purchase  an  additional  595 MKIII  Biosphere  Process(TM)
System from Life  Energy,  each with a purchase  price of  USD$11,000,000.  This
contract  awaits  financing by FranTech  with the purchase  being  guaranteed to
FranTech  by the  Chinese  Central  Government.  The  complete  package is being
financed by a major Japanese Bank.

In January  2003,  the Company  entered into a contract with  Gallacher  Soggs &
Company of New Hartford, New York for the sale of 1 Biosphere Process(TM) System
for USD$6.5 million with an option to purchase up to an additional 299 Biosphere
Process(TM)  System.  The Sales contract  grants  Gallacher  Soggs & Company the
right to use the Biosphere  Process(TM)  System and its innovative  technologies
for the  states  of New York,  Massachusetts,  Rhode  Island,  New  Jersey,  and
Pennsylvania  to process waste and dispose of tires and industrial  wastes.  The
Biosphere Process(TM) System is capable of consuming tires as a feedstock as its
fuel source while  producing  electricity.  Gallacher Soggs & Company have begun
the permit  application  process to allow them  install  their  first  Biosphere
Process(TM) System and the contract awaits financing.

Faced with expanding orders for its Biosphere Process(TM) System's;  the Company
now holding order  positions  based on letters of intent and contracts for 1,436
Biosphere  Process(TM)  System's  management  deemed  it  prudent  to  plan  for
expansion.  A  strategic  decision  was  made  in  December  2002 to  develop  a
manufacturing base in the United States.  Whereas it is the Companies preference
to  manufacture  by  subcontract  on a cost plus basis it was deemed  prudent to
expand the Companies own owned  facilities.  To facilitate this  development the
Company  entered  into a Purchase  and Sales  option  agreement  with  Blackburn
Properties of New Hartford,  New York, for the purchase of a 371,000 square foot
commercial  building  that is  situated  on 29  acres of land  adjacent  to Life
Energy's  existing 45,000 square feet  Health-Pak,  Inc.  facility in Utica, New
York in anticipation  of fulfilling  existing and future sales contracts for the
Biosphere Process(TM) Systems in the United States and overseas.  Subject to the
successful  negotiation  of  a  financial  assistance  and  grant  aid  package,
currently being  negotiated  between the Company and agencies in New York State,
Life  Energy  intends to use the larger  416,000  square feet  facility  for the
assembly of Biosphere  Process(TM) Systems and for their pre delivery inspection
(PDI) and testing prior to  deployment  to clients in the North  Eastern  United
States.



                                     Page 5

<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,  Mexico, South
     America, the Far East, the Middle East,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 from the date of the  Acquisition  Agreement on December 4,
2000 through November 30, 2002.

I.   Consolidated Results of Operations.

(Nine month comparison)

Salaries and benefits  expenses for the nine months ended February 28, 2003 were
$1,852,969  as compared to  $1,666,279  for the nine months  ended  February 28,
2002.  Currently there are twelve contracted employees as opposed to eleven last
year.  Eight of the employees are based in the United  Kingdom and in the Middle
East and  northern  Africa.  Four  employees  are based in the  Utica,  New York
office.  Salaries and benefits  expenses are somewhat  higher this period due to
annual increases for some of the employees in the United States.

Administrative  expenses  for the nine  months  ended  February  28,  2003  were
$382,808 as compared to $445,941 for the nine months ended February 28, 2002.




                                     Page 6

<PAGE>


<TABLE>
<CAPTION>
Administration expense

                                           28-Feb-03       28-Feb-02
                                          ------------    ------------
<S>                                         <C>             <C>
Promotion                                         $64          $2,972
Depreciation office equipment                   6,948               0
Depreciation machines                               0         198,591
Professional fees and consulting              133,562          97,388
Telephone                                      24,982          19,303
Office administration                          91,404          24,705
Office rent                                     7,650           4,002
Travel costs                                  118,198          98,980
                                          ------------    ------------

Total                                        $382,808        $445,941
                                          ============    ============
</TABLE>


After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $2,235,777 for the nine months ended February 28, 2003
as compared to a gain of $503,527 for the nine months  ended  February 28, 2002.
The Company has sold two  Biosphere(TM)  Process Systems that were recognized in
the second  quarter of fiscal  year 2002.  There have been no other  sales since
then, which accounts for the disparity in the net income or loss from continuing
operations.

As a result of the sale in the second  quarter of fiscal year 2002,  the Company
was  amortizing  the  unearned  income  portion of the sales type lease to other
income over the  twenty-five  year life of the lease beginning in November 2001.
However,  the lessee to the  contract  agreed in January 2003 to pay the Company
$25  million  over the next year in lieu of payments  over the next  twenty-five
years.  As a result,  the  Company  has  recognized  a gain of  $126,621  in the
statement of operations in the third quarter of fiscal 2003.

The Company  recognized a gain of $240,806  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 nine months of fiscal
year 2002.

Interest  expense for the first nine months ended February 28, 2003 was $346,600
as compared to $401,494 for the nine months ended February 28, 2002. Most of the
interest expense is the result of the promissory  notes of $4,370,000  issued to
some of the Company's shareholders at the Company's inception in November 2000.



                                     Page 7

<PAGE>


After adding other income and expenses,  the Company experienced a loss from its
continuing operations of $2,455,756 for the first nine months ended February 28,
2003 as compared to a gain of $542,995  for the nine months  ended  February 28,
2002. After deducting the results from the discontinued operations of Health-Pak
Inc., the Company experienced a net loss of $2,456,273 for the first nine months
ended  February  28, 2003 as compared to a gain of $525,155  for the nine months
ended February 28, 2002.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.12 for the first nine months ended February 28, 2003 as compared to a gain of
$0.02 per share, fully diluted, for the nine months ended February 28, 2002.

(Three month comparison)

Salaries and benefits expenses for the three months ended February 28, 2003 were
$576,726 as compared to $551,342 for the three  months ended  February 28, 2002.
Currently there are twelve contracted  employees as opposed to eleven last year.
Salaries  and benefits  expenses  are somewhat  higher this period due to annual
increases for some of the employees in the United States

Administrative  expenses  for the three  months  ended  February  28,  2003 were
$163,952 as compared to $46,853 for the three  months  ended  February 28, 2002.
Below  is a table  comparing  the  administrative  expenses  of the firm for the
quarters.

<TABLE>
<CAPTION>
Administration expense

                                              28-Feb-03         28-Feb-02
                                             -------------     -------------
<S>                                             <C>                <C>
Promotion                                             $64                $0
Depreciation office equipment                       2,290               238
Professional fees and consulting                   35,446                 0
Telephone                                          11,970             8,764
Office administration                              84,885            27,680
Office rent                                         2,550             2,550
Travel costs                                       26,746             7,621
                                             -------------     -------------

Total                                            $163,952           $46,853
                                             =============     =============
</TABLE>



After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $740,678 for the three months ended  February 28, 2003
as compared to a loss of $598,195 for the three months ended February 28, 2002.


                                     Page 8

<PAGE>



As a result of the sale in the second  quarter of fiscal year 2002,  the Company
was  amortizing  the  unearned  income  portion of the sales type lease to other
income over the  twenty-five  year life of the lease beginning in November 2001.
However,  the lessee to the contract  agreed in November 2002 to pay the Company
$25  million  over the next year in lieu of payments  over the next  twenty-five
years.  As a result,  the  Company  has  recognized  a gain of  $126,621  in the
statement of operations in the third quarter of fiscal 2003.

The Company  recognized a gain of $101,584  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 third quarter of fiscal year
2002. However, 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).
Four thousand tons of LENR Portland Plus(TM)4 was sold during the second quarter
for  approximately  $39 per ton.  The  Company is in  discussions  with a Middle
Eastern  based client to sell the balance of the LENR Portland  Plus(TM),  which
stock now extends to 35 million tons.

Interest  expense for the three months  ended  February 28, 2003 was $151,407 as
compared to $116,379 for the three months ended  February 28, 2002.  Most of the
interest expense is the result of the promissory  notes of $4,370,000  issued to
some of the Company's shareholders at the Company's inception in November 2000.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations of $765,463 for the three months ended  February 28, 2003
as compared to a loss of $412,634 for the three months ended  February 28, 2002.
After deducting the results from the discontinued operations of Health-Pak Inc.,
the  Company  experienced  a net loss of  $808,445  for the three  months  ended
February  28, 2003 as compared to a loss of $422,994  for the three months ended
February 28, 2002.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.04 for the three  months  ended  February  28,  2003 as compared to a loss of
$0.02 for the three months ended February 28, 2002.



                                     Page 9

<PAGE>



II. Discussion of Financial Condition: Liquidity and Capital Resources

At February 28, 2003, the Company had working capital of $16,928,620 as compared
to a deficit  $4,657,146  at the end of fiscal  year 2002.  The  increase in the
working capital is the result of the conversion of the sales lease contract from
payments to be received over a twenty-five  year period to the current year. The
Company has retained a security  interest in the two biosphere units,  which are
being  used in  Lebanon.  Another  affect on working  capital is the  accrual of
salaries to the  employees.  The employees of the Company have not yet been paid
their contracted salaries.  At February 28, 2003, the Company owed its employees
$5,684,877 for salaries  unpaid to date. At May 31, 2002,  unpaid  salaries were
$3,719,375.

Cash on hand was  $1,005,100  at February 28, 2003.  Cash  increased  during the
period  from  $1,056 at the end of fiscal  2002.  The  president  of the Company
advanced  $66,003  during the  period  and  operations  provided  $806,855.  The
Company's affiliate paid the Company $131,186 on its initial investment.

Total assets at February 28, 2003 were $42,363,481 as compared to $41,890,949 at
May 31, 2002.

Stockholders'  equity  decreased  to  $26,984,606  at  February  28,  2003  from
$29,440,879  at May 31, 2002 solely as a result of the net loss from  operations
of $2,456,273.

During the coming  fiscal  year,  the Company  projects  significant  additional
expenditures  in  connection  with  the  manufacture  of the  Company's  already
contracted  Biosphere  Process(TM)  systems if the financing for the cost of the
manufacture  of the systems is attained.  The Company is currently  obligated to
purchase 50  machines  for $250  million  dollars  from its  vendor.  Management
expects to acquire the  financing  to  manufacture  the  Biosphere  Process(TM)5
Systems through a combination of traditional bank credit facilities,  several of
which  are  presently  being  negotiated  by  management;  internally  generated
revenues; and the issuance of additional Company securities.

As of the date of this Report,  management is concluding financing  arrangements
for additional  financing to complete the  manufacture of the first 50 Biosphere
Process(TM)6  Systems  Although,  these  negotiations  are at an advanced  stage
management  cannot positively assert that it will be successful in attaining the
financing needed to conclude the manufacturing of these Biosphere(TM) systems in
the foreseeable future.

The  Company  through its  manufacturing  and testing  Alliance  Agreements  has
positioned itself to complete the required sales commitments.



                                     Page 10

<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(TM) 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.  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(TM) systems in the future.












                                     Page 11

<PAGE>


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.


<TABLE>
<CAPTION>
Selected Financial Data

                                                         28-Feb-03         28-Feb-02
                                                        -----------       -----------
<S>                                                     <C>                <C>
Cash and Cash Items                                      $1,005,100           $50,337
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                                    $24,985,100          $152,209
Property, Plant & Equipment                              $2,470,603        $2,479,892
Accumulated Depreciation                                    $17,182            $7,893
Total Assets                                            $42,363,481       $29,868,433
Total Current Liabilities                                $8,056,480        $4,907,989
Bonds, Mortgages & Debt
  Net of Current Portion                                 $5,232,005        $4,860,552
Preferred Stock                                         $18,657,090       $18,657,090
Common Stock                                                $39,684           $41,784
Other Shareholders' Equity                               $4,502,679        ($444,271)
Total Liabilities &
 Shareholders' Equity                                   $42,363,481       $29,868,433

Sales of Tangible Products                                       $0       $11,997,381
Cost of Tangible Goods Sold                                      $0        $9,381,634
Total Administrative Expenses                            $2,235,777        $2,112,220
Other Income and Expenses                                        $0          $240,806
Interest Expense                                           $346,600          $401,694
Income Tax Expense                                               $0                $0
Gain (Loss) from Continuing Operations                 ($2,455,756)          $542,995
Loss from Discontinued Operations                            ($517)         ($17,840)
Net Income (Loss)                                      ($2,456,273)          $525,155
Income (Loss) Per Share-Basic                               ($0.12)             $0.03
Income (Loss) Per Share-Diluted                             ($0.04)             $0.05
</TABLE>




                                     Page 12

<PAGE>



PART II  OTHER INFORMATION


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits:

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

99.1     *      CEO Certification Pursuant to the Sarbanes-Oxley Act

99.2     *      CFO Certification Pursuant to the Sarbanes-Oxley Act

*       Filed herewith


(b)      Reports on Form 8-KSB:  None















                                     Page 13

<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.


DATED: April 10,  2003

                     LIFE ENERGY & TECHNOLOGY HOLDINGS INC.


                         By: /s/ Christopher A. McCormack
                             Christopher A. McCormack
                             President
                             Chief Operating Officer


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

4    Portland Plus(TM)is a registered trademark of Life Energy Natural Resources
     Ltd.


<PAGE>

                                 CERTIFICATIONS

     I, Dr. Christopher McCormack, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of LIFE  ENERGY &
     TECHNOLOGY HOLDINGS INC.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

Date: April 10, 2002

/s/Dr. Christopher McCormack
----------------------------
Dr. Christopher McCormack
Chief Executive Officer (or equivalent thereof)



     I, Michael Liberatore, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of LIFE  ENERGY &
     TECHNOLOGY HOLDINGS INC.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

Date: April 10, 2002

/s/Michael Liberatore
----------------------
Michael Liberatore
Chief Financial Officer (or equivalent thereof)