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: August 31, 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)

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


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

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

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 September 1, 2003
-------------------------------                ---------------------------------
Common stock, $0.002 par value                           25,279,655

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page

Part 1. Financial Information                                                  3

Item 1. Condensed Consolidated Financial Statements:

    Balance sheet as of August 31, 2003  and May 31, 2003                    F-1

    Statement of income  (loss) for three months ended
    August 31, 2003 and 2002                                                 F-2

    Statement of cash flows for three months ended
    August 31, 2003 and 2002                                                 F-3

    Notes to condensed consolidated financial statements                     F-4



Item 2. Management's discussion and analysis of financial condition           14

Part II. Other information                                                    17

Signatures                                                                    17









<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                                  Balance Sheet


                                                                                  August               May
                                                                                 31, 2003            31, 2003
                                                                                ---------------   --------------
                                                                                (unaudited)         (audited)
<S>                                                                             <C>               <C>
ASSETS
  Current assets:
      Cash                                                                                   $0               $0
                                                                                ---------------   --------------
         Total current assets                                                                 0                0

  Property and equipment-net                                                              6,030            8,371

  Other assets:
      Settlement receivable                                                          14,400,000       14,400,000
      Land held for investment                                                        2,459,890        2,459,890
                                                                                ---------------   --------------

        Total assets                                                                $16,865,920      $16,868,261
                                                                                ===============   ==============

LIABILITIES & SHAREHOLDERS' EQUITY
  Current liabilities:
     Accounts payable                                                                  $110,384         $164,335
     Salaries & benefits payable                                                        667,971          667,971
     Bank overdraft                                                                      61,378           69,957
                                                                                ---------------   --------------
         Total current liabilities                                                      839,733          902,263

     Notes payable                                                                   13,157,918       12,843,501
                                                                                ---------------   --------------
         Total liabilities                                                           13,997,651       13,745,764

     Net liabilities of discontinued operations to be disposed of                       895,003          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 August 31, 2003 and May 31, 2003              50,560           50,560
     Additional paid in capital                                                      15,792,696       15,792,696
     Accumulated deficit                                                           (13,871,844)     (13,583,458)
                                                                                ---------------   --------------
         Total shareholders' equity                                                   1,973,266        2,261,652
                                                                                ---------------   --------------

         Total liabilities & shareholders' equity                                   $16,865,920      $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 Operations
                      For the Three Months Ended August 31



                                                                    2003             2002
                                                               ---------------  --------------
                                                                 (unaudited)     (unaudited)
<S>                                                            <C>              <C>
Sales revenues                                                              $0              $0
Cost of sales                                                                0               0
                                                               ---------------  --------------
Gross profit on sales                                                        0               0

General and administrative expenses:
     Salaries & consulting expense                                     170,460         629,520
     Administration expenses                                             7,275         149,999
                                                               ---------------  --------------

    Total general and administrative expenses                          177,735         779,519
                                                               ---------------  --------------
Net income (loss) from continuing operations                         (177,735)       (779,519)

Other income (expense):
    Investment in affiliate                                             48,750               0
    Interest expense                                                 (125,243)       (100,096)
                                                               ---------------  --------------
Net income (loss) before tax provision                               (254,228)       (879,615)

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

Net income (loss) from continuing operations                         (254,228)       (879,615)

Net income (loss) from discontinued operations                        (34,158)           5,244
                                                               ---------------  --------------

Net income (loss)                                                   ($288,386)      ($874,371)
                                                               ===============  ==============

Basic net income (loss) per common share
 Income (loss) from continuing operations                              ($0.01)         ($0.04)
 Income (loss) from discontinued operations                            ($0.00)           $0.00
                                                               ---------------  --------------
 Income (loss) per share                                               ($0.01)         ($0.04)
                                                               ===============  ==============

Fully diluted net income (loss) per common share
 Income (loss) from continuing operations                              ($0.01)         ($0.04)
 Income (loss) from discontinued operations                            ($0.00)           $0.00
                                                               ---------------  --------------
 Income (loss) per share                                               ($0.01)         ($0.04)
                                                               ===============  ==============

Weighted average of common shares outstanding:
 Basic                                                              25,279,655      19,841,893
 Fully diluted                                                      25,279,655      19,841,893
</TABLE>




                   See the notes to the financial statements.

                                      F-2

<PAGE>



<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                        Unaudited Statement of Cash Flows
                      For the Three Months Ended August 31,



                                                                   2003              2002

                                                              ---------------   --------------
                                                                (unaudited)      (unaudited)
<S>                                                           <C>               <C>
Operating Activities:
  Net income (loss) from continuing operations                     ($254,228)       ($879,615)

  Adjustments to reconcile net loss items
    not requiring the use of cash:
     Depreciation                                                       2,341            2,342
     Salaries & consulting expense                                    170,460          688,498
     Interest expense                                                 123,957           98,250

Changes in operating assets and liabilities:
     Accounts payable                                                (53,951)           14,276
     Bank overdraft                                                   (8,579)           32,870
                                                              ---------------   --------------
Net cash used by operations                                          (20,000)         (43,379)

Financing activities:
     Advances from shareholder                                         20,000           43,500
                                                              ---------------   --------------
Net cash provided by financing activities                              20,000           43,500
                                                              ---------------   --------------

Net cash provided by (used by) continuing operations                        0              121

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

Cash balance at end of the period                                          $0           $1,177
                                                              ===============   ==============

Supplemental disclosures of cash flow information:
     Interest paid during the period                                   $1,286           $1,844
     Income taxes paid during the period                                   $0               $0
</TABLE>







                   See the notes to the financial statements.

                                      F-3


<PAGE>

                    Life Energy and Technology Holdings, Inc.
                   Unaudited Notes to the Financial Statements
         For the Three Months Ended August 31, 2003 and August 31, 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. The merger was
affected by the exchange of 5,691,893 of the Company's shares for all the issued
and  outstanding  stock of  Health  Pak,  Inc.,  which  became  a  wholly  owned
subsidiary of the Company.  Pursuant to the merger agreement, the Company agreed
to sell the former  operations  of Health Pak,  Inc. to a consortium  led by the
former  management  of Health Pak.  The sale of the  subsidiary,  which is under
Chapter  11  bankruptcy  protection,  is  contingent  upon the  approval  of the
creditors of the subsidiary, which is still pending at the date of this report.

     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.

     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 Biosphere  Process[TM] Systems
to the purchaser and is recognized upon the complete manufacture and delivery of


                                      F-4

1    Biosphere  Process[TM] & Biosphere[TM] are copyright trademarks of the Life
     Energy Partnership 1995.

<PAGE>



the  Biosphere  Process[TM]  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.

     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..  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


                                       F-5

<PAGE>



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.


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 for the three  months ended August 31,
has been computed as follows:

<TABLE>
<CAPTION>
                                         2003                                 2002
                             -------------------------------     -------------------------------
                                Basic        Fully Diluted           Basic       Fully Diluted
<S>                          <C>             <C>                 <C>            <C>
Issued and outstanding           25,279,655       25,279,655         19,841,893       19,841,893
shares
                             ==============  ===============     ============== ================

Weighted average of
 Shares outstanding              25,279,655       25,279,655         19,841,893       19,841,893

Weighted average of
 options outstanding                                       0                                   0

Weighted average of
 convertible preferred
 outstanding                                               0                                   0

                             --------------  ---------------     -------------- ----------------
Total equivalent shares          25,279,655       25,279,655         19,841,893       19,841,893
                             ==============  ===============     ============== ================

 Net income (loss)               ($288,386)       ($288,386)         ($874,371)       ($874,371)
                             ==============  ===============     ============== ================

Fully diluted net income
(loss) per common
share                               ($0.01)          ($0.01)            ($0.04)          ($0.04)
                             ==============  ===============     ============== ================
</TABLE>



                                       F-6

<PAGE>



     Options to purchase  8,093,750  shares of common stock and preferred  stock
convertible into 1,853,989 shares of common stock were outstanding at August 31,
2003. The share equivalents of the options and convertible preferred outstanding
were not included in the computation of diluted earnings per share because their
effect would have been antidilutive.


Note 3. Common Stock Options

     As part of compensation to employees and  consultants,  the Company granted
common stock  options  from  unissued  common stock during  fiscal year 2001 and
fiscal year 2003. The Company has no formal stock option plan for its employees.
The  following  table   summarizes   information   about  common  stock  options
outstanding at August 31, 2003.

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

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

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

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

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

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

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

Granted                                                     0
Cancelled                                                   0
Exercised                                                   0
                                                -------------
Outstanding at August 31, 2003                      8,843,750        $0.13          2.39
                                                =============
</TABLE>




                                       F-6

<PAGE>


Note 4.  Discontinued Operations

     The former business operations of the Company, conducted through its wholly
owned  subsidiary,  Health-Pak,  Inc.,  were  discontinued  by a formal plan for
disposal  adopted upon the merger of the Company in November 2000. In 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  petition  for  relief  are  stayed  while the debtor
continues business operations as a debtor-in-possession.

     The  following are the balance  sheets and statement of operations  for the
discontinued operations of Health-Pak, Inc.:

<TABLE>
<CAPTION>
                                                                                  August 31,              May
                                                                                     2003               31, 2003
                                                                                ----------------    ----------------
<S>                                                                             <C>                 <C>
ASSETS

  Current assets:
     Cash                                                                                 $1,299              $5,347
     Accounts receivable                                                                  89,512              90,887
     Inventory                                                                           125,626             136,294
                                                                                ----------------    ----------------

         Total current assets                                                            216,437             232,528

  Property and equipment (net of accumulated depreciation
    of $143,924 at August 31, 2003 and $130,673 at May 31, 2003                          640,279             653,530
                                                                                ----------------    ----------------

Total Assets                                                                            $856,716            $886,058
                                                                                ================    ================

LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Liabilities subject to compromise                                                  $530,855            $577,991
     Liabilities not subject to compromise                                               434,412             438,835
                                                                                ----------------    ----------------

         Total current liabilities                                                       965,267           1,016,826

     Liabilities subject to compromise                                                   243,048             112,551
     Liabilities not subject to compromise                                               543,404             617,525

  Shareholders' Equity:
     Common stock                                                                        $11,384             $11,384
     Additional paid in capital                                                        2,686,747           2,686,748
     Accumulated deficit                                                             (3,593,134)         (3,558,976)
                                                                                ----------------    ----------------
           Total shareholders' equity                                                  (895,003)           (860,844)
                                                                                ----------------    ----------------

Total liabilities & shareholders' equity                                                $856,716            $886,058
                                                                                ================    ================
</TABLE>


                                       F-7

<PAGE>



<TABLE>
<CAPTION>
                                                                                   August             August 31,
                                                                                  31, 2003               2002
                                                                                ---------------     ---------------
<S>                                                                             <C>                 <C>
Net sales                                                                              $162,184            $211,256
Cost of sales                                                                         (100,555)            (96,399)
                                                                                ---------------     ---------------

Gross profit                                                                             61,629             114,857

General and administrative expenses:

Administration expense                                                                   95,228             109,594
                                                                                ---------------     ---------------

    Total general and administrative expenses                                            95,228             109,594
                                                                                ---------------     ---------------

Net income (loss) before other income and expense                                      (33,599)               5,263

Other income (expense):
    Rental Income                                                                             0                   0
    Interest expense                                                                      (559)                (20)
                                                                                ---------------     ---------------

Loss before income tax provision                                                       (34,158)               5,243

Income tax provision                                                                          0                   0
                                                                                ---------------     ---------------

Net loss                                                                              ($34,158)              $5,243
                                                                                ===============     ===============
</TABLE>


Note 5. Settlement Receivable


     On May 4, 2001,  the Company  entered  into a master lease  agreement  with
Kuwat  Holdings,  SA,  Junieh,  Lebanon  ("Kuwat") for the lease of fifty mobile
Biosphere  Process[TM]  Systems.  Of the  Biosphere  Process[TM]  Systems,  two,
(previously manufactured and operating as demonstration Systems), 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  Biosphere  Process[TM]  Systems 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]  Systems.  Further,  Alia agreed to  participate  in the transfer of
manufacturing  technology  to    manufacturers  designated  by the
Company.  In exchange,  the Company terminated the sale to Kuwat and settled for
$14,400,000 due from Alia as profit sharing against the sale and distribution of
the remaining forty eight Biosphere  Process[TM]  Systems by Alia. Kuwat remains
indebted to Alia for amounts  previously  due the Company for the  original  two
Biosphere Process[TM] Systems.


                                      F-8

<PAGE>


Note 6. Income Taxes

     Provision for income taxes at August 31, is comprised of the following:

                                                           2003         2002
                                                      ------------  -----------

Net income (loss) before provision for income taxes      ($288,386)   ($879,615)
                                                      ============  ===========

Current tax expense:
  Federal                                                       $0           $0
  State                                                          0            0
                                                      ------------  -----------
  Total                                                         $0           $0
                                                                              0
Less deferred tax benefit:
  Timing difference                                      4,689,852   (5,320,063)
  Allowance for recoverability                          (4,689,852)   5,320,063
                                                      ------------  -----------
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                           (4,689,852)    5,320,063
  Allowance for recoverability                   4,689,852  (5,320,063)
                                              ------------  -----------
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-9

<PAGE>


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

     In May 2003, the Kuwat lease  discussed in Note 5 lease was assigned to the
Company's manufacturing vendor. As part of the transaction, the vendor agreed to
pay the Company  $14,400,000.  The receipt of this money is contingent  upon the
delivery of the 48

     Biosphere  Process[TM]  Systems  due on the  original  sales  lease and the
payment by the buyer for the  Biosphere  Process[TM]  Systems  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[TM] Systems
due  and  the  payment  by the  buyer  for  the  Biosphere  Process[TM]  Systems
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.

     In addition, the liability of the discontinued operations of Health-Pak Inc
poses  significant  off  balance  sheet  risk  that  could be in  excess of that
represented on the balance sheet at August 31, 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 at August 31, 2003.

Note 8. Property and Equipment

     A summary of property and equipment is as follows:

                                      August 31,                 May 31,
                                       2003                       2003


Office equipment                            $27,895                 $27,895
Accumulated depreciation                   (21,865)                (19,524)
                                 ------------------       -----------------

Total                                        $6,030                  $8,371
                                 ==================       =================


Note 9. Litigation

The Company through its subsidiary, Health-Pak, Inc., which has been
discontinued and currently under bankruptcy protection, are defendants in
lawsuits filed by various suppliers for services rendered and goods supplied..
The Company has accrued the amounts of the proposed settlements in the
accompanying financial statements.

In fiscal year 2002, 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 consolidated financial statements.

Note 10. Related Party Transactions

During the period from June 1, 2003 through August 31, 2003, the President of
the Company advanced the Company $20,000 at no stated interest. The Company
imputed interest on the advance at 8.50% and recorded interest of $401 in the
statement of operations for the period ended August 31, 2003.



                                      F-10

<PAGE>


Note 11. Subsequent Event

     In September  2003, the Company  received  proceeds of $9,839,871  from the
sale of 6,559,914  shares of common stock  pursuant to Rule 506 of  Regulation D
filing in July 2003.


     In  September  2003,  the Company  received  proceeds of  $10,160,129  from
Diamond Ridge Advisors for the manufacture of one Biosphere  Process[TM]  System
for Green Energy Management.

     LETH has  signed  agreements  for the  delivery  of  Biosphere  Process[TM]
Systemsto five cities in Brazil through BMZ Technologies Group,  Inc.and Aroso &
De  Laurentis  Consultores  Associadoes  Lteds  subject to  obtaining  Exim Bank
financing.











                                      F-11

<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 cost 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] Systems to a private company located in Beirut,  Lebanon.
The lease called for the payment of $2,020,000 per year for  twenty-five  years.
As a result of the  transaction,  the  Company had  recorded a gross  investment
asset of the lease  payments to be received,  discounted  at an interest rate of
6.68%, of $24,373,378 on the balance sheet at May 31, 2002.

     After  receiving  $1,530,000  of lease  payments  from  Kuwat,  the  lessor
petitioned the Company to renegotiate  the terms of the lease.  In May 2003, the
Kuwat lease was assigned to the Company's  manufacturing  vendor. As part of the
transaction,  the vendor agreed to pay the Company  $14,400,000.  The receipt of
this money is  contingent  upon the  delivery  of the 48  Biosphere  Process[TM]
Systems  due on the  original  sales  lease and the payment by the buyer for the
Biosphere  Process[TM] Systems on the 50 Biosphere  Process[TM] Systems purchase
on the lease in fiscal 2002.

     No sales occurred in the first quarter of fiscal year 2003. Currently there
are two Biosphere Process[TM] Systems under construction that are part of a sale
for 10 Biosphere  Process[TM]  Systems to be delivered  within the coming fiscal
year to a company based in Louisiana. Sales revenues will be recognized upon the
delivery of the Biosphere  Process[TM]  Systems.  Under the terms of the sales ,
each Biosphere Process[TM] Systems will be purchased for $7 million.

     Both the sale and manufacture of the Biosphere  Process[TM] Systems will be
financed by a lender that is also a  shareholder  of the  Company,  at no direct
cost to the Company, all funds will be repaid through the joint venture.


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.




                                       14
<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 quarters ended August 31, 2003 and August
31, 2002.

(Three month comparison)

     Salaries and consulting expenses for the three months ended August 31, 2003
were  $170,460 as compared to $629,520  for the three  months  ended  August 31,
2002.  Currently there are eight contracted  employees as opposed to twelve last
year.  Management  expects  salaries  and  consulting  expenses  to  approximate
$570,000 per quarter through fiscal year 2004.  Administrative  expenses for the
quarter  ended  August 31, 2003 were $7,275 as compared to $149,999 for the same
period last year. Below is a detail of administrative expenses.

                                              31-Aug-03          31-Aug-02

Depreciation office equipment                       2,341              2,342
Licensing & permits                                   818                  0
Professional fees                                   1,441             42,323
Telephone                                             564              4,134
Office supplies and administration                  1,271             55,348
Travel costs                                          840             45,852
                                            -------------      -------------

Total administration                               $7,275           $149,999
                                            =============      =============

     After deducting administrative expenses, the Company recognized a loss from
its  continuing  operations of $177,735 for the quarter ended August 31, 2003 as
compared to a loss of $779,519 for the quarter ended August 31, 2002.


     The Company recognized a gain of $48,750 from its investment in Life Energy
Natural Resources Inc., a joint venture with a Swiss corporate partner, of which
the Company owns a 40% equity interest in the first quarter of fiscal year 2004.
The Company,  through an assignment  agreement with its partner,  is entitled to
100% of the profits from the sale of LENR's commodity product Portland Plus(TM).

     Interest  expense for the  quarter  ended  August 31, 2003 was  $125,243 as
compared to $100,096  for the same  period last year.  The  increase in interest
expense is the result the additional  promissory note taken in December 2002 for
$1,415,635 at 8.50%.

     After adding other income and expenses, the Company experienced a loss from
its  continuing  operations of $254,228 for the quarter ended August 31, 2003 as
compared to a loss of $879,615  for the quarter  ended  August 31,  2002.  After
deducting the results from the  discontinued  operations of Health-Pak Inc., the
Company experienced a net loss of $288,386 for the quarter ended August 31, 2003
as compared to a loss of $874,371 for the same quarter last year.

     On a per share basis, fully diluted, the Company experienced loss per share
of $0.01 for the quarter  ended  August 31, 2003 as compared to a loss per share
of $0.04 for the quarter ended August 31, 2002.


II. Discussion of Financial Condition: Liquidity and Capital Resources

     At August  31,  2003,  the  Company  had  working  capital  of a deficit of
$839,733 as compared to a deficit $902,263 at the end of fiscal year 2003.

     Cash on hand was $0 at August 31,  2003.  Cash  remained  the same from the
balance at the end of fiscal year 2003.  The  president of the Company  advanced
$20,000 during the period and operations used $20,000.

     Total assets at August 31, 2003 were $16,865,920 as compared to $16,868,261
at May 31, 2003.

     Stockholders'  equity  decreased  to  $1,973,266  at August  31,  2003 from
$2,261,652  at May 31, 2003 solely as a result of the net loss for the period of
$288,386.



                                       15
<PAGE>


     In September  2003, the Company  received  proceeds of $9,839,871  from the
sale of 6,559,914 shares of common stock to a financing company pursuant to Rule
506 of  Regulation  D filing in July 2003.  The funds  will be used for  working
capital. In In September 2003, the Company received proceeds of $10,160,129 from
Diamond Ridge Advisors for the  manufacture of the first  Biosphere  Process[TM]
System for Green Energy Management.

     The  Company  entered  into a  sales  agreement  to sell a  mininium  of 10
Biosphere  Process[TM]  Systems to a company  located in  Louisiana.  Management
expects that the  manufacture  cost of the first Biosphere  Process[TM]  Systems
will be funded  through a credit line obtained by the Company from Diamond Ridge
Advisors,  Inc. The remaining nine Biosphere Process[TM] Systems will be paid by
for from a credit line received  from the financing  company to be drawn down as
required. .

  III.  Inflation and Other Considerations

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


Item 7. Financial Statements.

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

                                              31-Aug-03          31-Aug-02

Cash and Cash Items                                      $0            $1,177
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                                     $0            $1,177
Property, Plant & Equipment                      $2,465,920        $2,475,209
Accumulated Depreciation                            $21,865           $12,576
Total Assets                                    $16,865,920       $41,888,728
Total Current Liabilities                          $839,733        $2,471,415
Bonds, Mortgages & Debt
  Net of Current Portion                        $13,157,918        $9,455,678
Preferred Stock                                      $1,854       $18,657,090
Common Stock                                        $50,560           $39,684
Other Shareholders' Equity                      $15,792,696        $4,502,679
Total Liabilities &
 Shareholders' Equity                           $16,865,920       $41,888,728

Sales of Tangible Products                               $0                $0
Cost of Tangible Goods Sold                              $0                $0
Total Administrative Expenses                      $177,735          $779,519
Other Income and Expenses                                $0                $0
Interest Expense                                    $48,750          $100,096
Income Tax Expense                                       $0                $0
Gain (Loss) from Continuing Operations           ($254,228)        ($879,615)
Loss from Discontinued Operations                 ($34,158)            $5,244
Net Income (Loss)                                ($288,386)        ($874,371)
Income (Loss) Per Share-Basic                       ($0.01)           ($0.04)
Income (Loss) Per Share-Diluted                     ($0.01)           ($0.04)





                                       16
<PAGE>



PART II  OTHER INFORMATION


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits:

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

31.1     *      Section 302 Certification by the CEO

31.2     *      Section 302 Certification by the CFO

32.1     *      CEO Certification Pursuant to the Sarbanes-Oxley Act

32.2     *      CFO Certification Pursuant to the Sarbanes-Oxley Act

*       Filed herewith


(b)      Reports on Form 8-KSB:  None


                                   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: October 17, 2003

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


                                       17
<PAGE>


Exhibit 31.1

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.

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.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;
     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "evaluation date"); and
     C)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 17, 2003

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

<PAGE>

Exhibit 31.2

I, Salim Ghafari, 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.

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.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;
     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "evaluation date"); and
     C)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 17, 2003

By:/s/Salim Ghafari
-----------------------------------------
Chief Financial Officer (or equivalent thereof)


<PAGE>


Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection  with the Quarterly  Report of Life Energy & Technology  Holdings,
Inc.  (the  "Company")  on Form 10-QSB for the period ending August 31, 2003, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Dr Christopher McCormack,  Chief Executive Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes- Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.




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

October 17, 2003




<PAGE>

Exhibit 32.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection  with the Quarterly  Report of Life Energy & Technology  Holdings,
Inc.  (the  "Company")  on Form 10-QSB for the period ending August 31, 2003, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Salim Ghafari , Chief Financial Officer of the Company,  certify,
pursuant  to 18 U.S.C.  ss.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes- Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.




By:/s/Salim Ghafari
-----------------------------------------
Chief Financial Officer (or equivalent thereof)

October 17, 2003