<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                   FORM 10-QSB

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


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


                         Quarter Ended February 29, 2000

                       Commission File Number 33-24483-NY





                                HEALTH-PAK, 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 Beachgrove, 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        No  X
   -----     -----


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 February 29, 2000

Common stock, $0.002 par value                            2,691,893



                                     Page 1




<PAGE>


                                      INDEX




<TABLE>
<S>                                                                  <C>
Part I.  Financial information                                       Page 3

        Item 1. Condensed Consolidated Financial Statements:

                Balance sheet as of February 29, 2000                  F-2

                Statement of income (loss) for nine and
                 three months ended February 29, 2000 and
                 February 28, 1999                                     F-3

                Statement of cash flows for nine months ended
                 February 29, 2000 and February 28, 1999               F-4

                Notes to condensed consolidated
                financial statements                               F-5 to F-8


        Item 2. Management's discussion and analysis of
                financial condition                                  Page 4-8


Part II. Other information                                             Page 9


        Item  Exhibits and reports on Form 8-K


Signatures

Exhibits





                                     Page 2




<PAGE>


                          PART I FINANCIAL INFORMATION





ITEM 1.  Financial Statements.


    The following condensed consolidated financial statements have been prepared
by Health-Pak, Inc. (the "Company") 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 principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company's management, the condensed
consolidated financial statements include all adjustments (consisting only of
adjustments of a normal, recurring nature) necessary to present fairly the
financial information set forth therein. Operating results for the nine month
period ended February 29, 2000 are not necessarily indicative of the results
that may be expected for the year ending May 31, 2000.


    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, 1999.





                                     Page 3




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED BALANCE SHEET - FEBRUARY 29, 2000









</TABLE>
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                            <C>
Current assets:
  Cash                                                         $   23,930
  Receivables, trade, net of allowance of $11,000                 215,323
  Inventory                                                       213,831
  Prepaid expenses                                                  6,194
                                                               ----------
    Total current assets                                          459,278
                                                               ----------
Property and equipment, net of depreciation                       857,133
                                                               ----------
Other assets:
  Security deposits                                                   241
  Loan acquisition fees and costs, net                             41,083
  Cash surrender value, officer's life insurance                   24,937
  Officer's loan                                                    1,200
                                                               ----------
                                                                   67,461
                                                               ----------
                                                               $1,383,872
                                                               ==========


               LIABILITIES AND SHAREHOLDERS'S EQUITY (DEFICIENCY)

Current liabilities:
  Current portion of long-term debt                            $  155,771
  Notes payable                                                   289,482
  Accounts payable                                                821,224
  Payroll and sales tax payable and accrued expenses              165,882
                                                               ----------
    Total current liabilities                                   1,432,359
                                                               ----------
Long-term debt, net of current portion                            575,124
                                                               ----------
Officers loan payable                                             163,299
                                                               ----------
Shareholders' equity (deficiency):

  Preferred stock, 20,000,000 shares authorized, none issued
  Common stock, .002 par value 20,000,000 shares authorized;
   2,691,893 shares issued and outstanding                          5,384
  Additional paid in capital                                    2,538,558
  Deficit                                                      (3,330,852)
                                                               ----------
                                                                 (786,910)
                                                               ----------
                                                               $1,383,872
                                                               ==========
</TABLE>



            See notes to condensed consolidated financial statements.
                                                                             F-2




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

      NINE AND THREE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


<TABLE>
<CAPTION>
                                           Nine months ended          Three months ended
                                              February 29,                February 29,
                                         2000          1999           2000           1999
                                         ----          ----           ----           ----
<S>                                   <C>           <C>            <C>           <C>
Net sales                             $1,051,385    $1,876,659     $  375,808    $  365,110

Cost of sales                            971,299     1,456,161        236,518       478,484
                                      ----------    ----------     ----------    ----------
Gross profit (loss)                       80,086       420,498        139,290      (113,374)

Selling, general and
administrative expenses                  534,827       732,080        103,052       244,002
                                      ----------    ----------     ----------    ----------
Income (loss)
 from operations                        (454,741)     (311,582)        36,238      (357,376)

Interest expense                         116,689       152,377         35,210        71,199
                                      ----------    ----------     ----------    ----------
Loss before minority interest
 and extraordinary item                 (571,430)     (463,959)         1,028      (428,575)

Minority interest in
 loss of consolidated subsidiary                        11,279
                                      ----------    ----------     ----------    ----------
Loss before
 extraordinary item                     (571,430)     (452,680)         1,028      (428,575)

Extraordinary item:
  Gain on extinguishment
   of debt                                43,103                        3,103
                                      ----------    ----------     ----------    ----------
Net loss                              $ (528,327)   $ (452,680)    $    4,131    $ (428,575)
                                      ==========    ==========     ==========    ==========
Loss per basic and
 diluted common shares:

  Loss before
   extraordinary item                 $    (0.27)   $    (0.03)    $      0.00   $    (0.03)
                                      ==========    ==========     ==========    ==========
  Extraordinary item                        0.02
                                      ----------    ----------     ----------    ----------
  Net loss per share                  $    (0.25)   $    (0.03)    $    (0.00)   $    (0.03)
                                      ==========    ==========     ==========    ==========
Weighted average number
 of shares outstanding:

  Basic and fully diluted              2,110,816     1,032,667      2,691,893     1,032,667
                                      ==========    ==========     ==========    ==========
</TABLE>





            See notes to condensed consolidated financial statements.
                                                                             F-3




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

            NINE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


<TABLE>
<CAPTION>
                                                             2000          1999
                                                             ----          ----
<S>                                                       <C>           <C>
Operating activities:
  Net loss                                                ($528,327)    ($452,680)
  Adjustments to reconcile net income
   to cash provided by operating activities:
     Depreciation                                            43,742        47,083
     Amortization                                             2,297        83,304
     Common stock issued for services                        85,997
     Gain (loss) on minority interest in
      consolidated subsidiary                                             (11,279)
     Gain on extinguishment of debt                          43,103
     Changes in other operating assets and liabilities:
       Accounts receivable                                   30,044       224,429
       Inventory                                            351,549       187,681
       Prepaid expenses                                      20,459        31,004
       Accounts payable                                      30,385       (73,893)
       Accrued expenses                                      40,897        31,584
       Deposits                                                             7,047
                                                           --------      --------
       Net cash provided by operating activities            120,146        74,280
                                                           --------      --------
Investing activities:
  Purchase of property and equipment                         (4,363)     (689,030)
                                                           --------      --------
       Net cash used in investing activities                 (4,363)     (689,030)
                                                           --------      --------
Financing activities:
  Proceeds from common stock subscriptions                                 56,781
  Proceeds from long-term debt                                            731,351
  Proceeds from officers' loan                               13,000       190,399
  Payment of long-term debt                                 (21,556)      (45,930)
  Payment of notes payable                                  (88,726)     (264,891)
  Payment of financing costs                                              (41,580)
                                                           --------      --------
       Net cash provided by (used in)
        financing activities                                (97,282)      626,130
                                                           --------      --------
Net increase in cash                                         18,501        11,380

Cash, beginning of period                                     5,429        31,905
                                                           --------      --------
Cash, end of period                                        $ 23,930      $ 43,285
                                                           ========      ========

Supplemental disclosures and cash flow information:
Cash paid during the year for:
    Interest                                               $ 32,511      $152,877
                                                           ========      ========
    Income taxes                                           $      0      $      0
                                                           ========      ========
Non cash investing and financing transactions:
  Common stock issued for officers loan payable            $ 65,000
                                                           ========
  Extinguishment of debt exchanged against
   notes payable                                           $  3,103
                                                           ========
</TABLE>




            See notes to condensed consolidated financial statements.
                                                                             F-4




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.  The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. The results of operations for the nine months ended is not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report for the year ended May
31, 1999 included in its Annual Report filed on Form 10-KSB.


2.  Nature of business:

    Health-Pak, Inc. is a manufacturer and distributor of disposable paper
products for use in service-related industries, primarily the medical and
hospital industry. The industry is highly competitive and is serviced by several
large national and multi-national companies with greater financial resources in
comparison to the financial resources available to the Company. There is no
guarantee that this market will continue to develop since the incorporation of
government intervention, economic conditions and other unforeseen situations may
occur.

    The Company owns a manufacturing facility in upstate New York. The Company's
sales are spread throughout the United States.


3.  Principles of organization:

    The acquisition of the Company's subsidiary on April 22, 1991 has been
accounted for as a reverse purchase of the assets and liabilities of the Company
by Morgan Windsor Ltd. Accordingly, the consolidated financial statements
represent assets, liabilities and operations of Health-Pak, Inc. prior to April
30, 1991 and the combined assets, liabilities, and operations for the ensuing
period. The financial statements reflect the purchase of the stock of Morgan
Windsor Ltd. by Health-Pak, Inc., the value being the historical cost of the
assets acquired. All significant intercompany profits and losses from
transactions have been eliminated.


4.  Inventories:

    Inventories consist of:

<TABLE>
<S>                                                      <C>
    Raw materials                                        $136,852
    Finished goods                                         76,979
                                                         --------
                                                         $213,831
                                                         ========
</TABLE>


                                                                             F-5




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


5.  Property and equipment:

    Major classifications of property and equipment are as follows:

<TABLE>
<S>                                          <C>
    Land                                     $  120,000
    Building                                    414,627
    Leasehold improvements                      133,598
    Machinery and equipment                     401,351
    Office equipment                            114,493
    Automotive equipment                         21,021
                                             ----------
                                              1,205,090
    Less accumulated depreciation               347,957
                                             ----------
                                             $  857,133
                                             ==========
</TABLE>


6.  Notes payable:

<TABLE>
<CAPTION>
                                                     Rate       Amount       Maturity
                                                     ----       -----        --------
<S>                                                 <C>        <C>          <C>
    Credit line, Foothill Capital
     Corporation                        (a)         10.75%     $285,895
    Note payable, Waste Mgmt. of N.Y.   (b)            10%        1,166     June, 1999
    Note payable, Resource Capital Corp.(c)            10%          754     July, 1999
    Note payable, Manifest Group        (d)            10%        1,667     July, 1999
                                                               --------
                                                               $289,482
                                                               ========
</TABLE>

    (a) The Company opened a line of credit with Foothill Capital Corporation in
        September 1996. The loan ceiling amount is based on a percentage formula
        of eligible accounts receivable and inventory. The rate of interest at
        February 29, 2000 was 10.75%.

    (b) Note payable is collateralized by equipment with a cost of $11,923. The
        note is payable in installments of $240 per month including interest.

    (c) Note payable is collateralized by equipment with a cost of $9,053. The
        note is payable in installments of $251 per month including interest.

    (d) Note payable is collateralized by equipment with a cost of $20,064. The
        note is payable in installments of $492 per month including interest.


                                                                             F-6




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


7.  Long-term debt:
<TABLE>
<CAPTION>
                                                         Rate       Amount     Maturity
                                                         ----       ------     --------
<S>                                                  <C>           <C>          <C>
    Note payable, City of Utica          (a)                3%     $145,167     June, 2005
    Note payable, bank                   (b)         Prime +2%      243,055     November, 2013
    Note payable, bank line of credit    (c)             11.5%       41,588     May, 2001
    Note payable, U.S. SBA               (d)             5.85%      239,628     December, 2018
    Note payable, Acclaim Leasing        (e)               10%       57,608     November, 2001
    Note payable, Dell Financial Services(f)             21.5%        3,849     December, 2002
                                                                   --------
                                                                    730,895
    Less current portion                                            155,771
                                                                   --------
                                                                   $575,124
                                                                   ========
</TABLE>

    (a) Note payable is collateralized by machinery, equipment, furniture and
        fixtures, inventory and accounts receivable. The note is payable in
        installments of $1,982 per month including interest.

    (b) Note payable is collateralized by real estate. The note is payable in
        principal installments of $1,389 per month plus interest.

    (c) Note payable is collateralized by accounts receivable, machinery,
        equipment, inventory, intangibles and chattel paper. The note is payable
        in principal installments of $1,347 per month plus interest.

    (d) Note payable is collateralized by real estate. The note is payable in
        monthly installments of $2,078 including interest and loan fees.

    (e) Note payable is collateralized by equipment with a cost of $84,351. The
        note is payable in installments of $2,599 including interest.

    (f) Note payable, guaranteed by corporate officer with a cost of $3,849. The
        note is payable in installments of $160 including interest and sales
        tax.

    Maturities of long-term debt as of February 29, 2000 are as follows:

<TABLE>
<CAPTION>
                        Year                            Amount
                        ----                            ------
               <S>                                   <C>
               February 28, 2001                     $ 155,771
               February 28, 2002                        74,828
               February 28, 2003                        47,916
               February 29, 2004                        47,741
               February 28, 2005                        48,944
                    Thereafter                         355,695
                                                      --------
                                                      $730,895
                                                      ========
</TABLE>

8.  Related party transactions:

    Officers loans are unsecured and the officers have indicated that they will
not be repaid in the current year.

9.  Earnings per share:
<TABLE>
<CAPTION>
                                               February 29,    February 28,
                                                  2000             1999
                                               -----------     -----------
<S>                                            <C>             <C>
    Number of shares:
     Weighted average shares
      outstanding, basic                        2,110,816        1,032,667

      Fully diluted                             2,110,816        1,032,667
                                                =========        =========
</TABLE>


                                                                             F-7




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9.  Earnings per share (continued):

    Basic earnings per share amounts are computed based on the weighted average
number of shares actually outstanding. Fully diluted earnings per share are
those shares that would be outstanding assuming exercise of outstanding stock
options, all of which are considered to be common stock equivalents.

    The conversion of stock options was not assumed for the periods ended
February 29, 2000 and 1999 as the effect would be antidilutive.

10. Common stock:

    On October 8, 1999 the Company sold 17,667 shares of its common stock for
     $56,781. These shares were originally borrowed in 1998 in the amount of
     265,000 shares of pre-split common shares. In addition, the Company issued
     71,893 shares to the individuals who loaned their shares as additional
     repayment totalling $7,311.

    The Company also issued 787,226 shares of its common stock for directors
     fees, legal and other services totalling $78,686.

    The Company issued 429,333 shares of common stock in repayment of officers
loans payable in the amount of $65,000.


11.  Extraordinary item:

    The Company recognized extraordinary gains of $43,103 resulting from
forgiveness of certain liabilities in connection with a former rental lease and
an equipment lease.


12.  Subsequent events:

    Subsequent to the balance sheet date several creditors of the Company
commenced litigation for non-payment of accounts payable. As a result, in June
2000, the Company declared bankruptcy under Chapter 11 of the Internal Revenue
Code for its 100% wholly owned New York subsidiary.

    In addition, it should be noted that on December 4, 2000, the Company
acquired Life Energy and Technology Holdings, Ltd., a corporation organized
under the laws of the Republic of Ireland. This acquisition has significantly
changed the Company's business, assets, liquidity and net worth, among other
factors. Since the information presented here is historical, none of the new
information pertaining to the Company is included here or in the financial
statements enclosed with this report. Life Energy and Technology Holdings, Ltd.
became a wholly-owned subsidiary of Health-Pak, Inc. Health-Pak, Inc. changed
its name to Life Energy and Technology Holding Company, Inc. and management of
Life Energy and Technology Holdings, Inc. assumed control of Health-Pak, Inc.
after the closing. Health-Pak, Inc. acquired all of the common stock of Life
Energy and Technology Holdings, Ltd. in exchange for shares of Health-Pak, Inc.
common stock.





                                                                             F-8




<PAGE>


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

I. Financial Condition and Liquidity.
Introduction.

    As previously stated, the financial statements and the discussion which
follows includes, on a consolidated basis, the assets, liabilities and operating
results for Protective Disposable Apparel Company, LLC ("PDA") which was
acquired by the Company in October, 1996 as a 65% owned subsidiary.
Inter-company balances have also been eliminated in the consolidation.

(a) Financial Condition.

Assets:

    Total assets decreased by $425,227 at February 29, 2000 when compared to the
year ended May 31, 1999, a decrease of approximately 24%. This decrease is
mainly due to the writedown of inventory and a reduction in accounts receivable.

    Inventory on hand was $213,800 at February 29, 2000 as compared to $565,380
at year end May 31, 1999, a decrease of $351,600. Accounts receivable decreased
to $215,320 at February 29, 2000 from $245,367 at year end, a reduction of
$30,000.

    The decrease in assets at February 29, 2000 was also due to normal
amortization of prepaid expenses of $19,000 from May 31, 1999. These decreases
were offset in part by an increase in cash of $18,500 between May 31, 1999 and
February 29, 2000.

    The decrease in receivables is caused by the fact that the Company had lower
sales during the period due to the loss of business by its subsidiary as also
experienced at year ended May 31, 1999. Inventory decreased as a part of
experiencing lower sales and the writeoff and writedown of inventory. The
Company also purchased less inventory for the period because of lower sales and
continued to remove certain non-profitable items from its line. At February 29,
2000, inventory was approximately 62% lower than at the year end.

    Total assets at third quarter ended February 29, 2000 were higher by $39,500
when compared to second quarter ended November 30, 1999 and were lower from year
ended May 31, 1999 by $425,200. The increase in the third quarter as compared to
the second quarter is due to higher accounts receivable and cash of $42,850 and
$22,600, respectively. These were partially offset by decreases in inventory and
prepaid expenses of $8,000 and $6,950 respectively. Cash in the second quarter
had decreased by $16,000 as compared to an increase in the first quarter of
$12,000. Increased cash in the third quarter was a result of higher collections
on higher sales volume for the third quarter over the second quarter.

    There were no significant purchases of machinery and equipment during the
quarter.

    In terms of other assets, the only change was a decrease for the quarter in
amortization of the bank loan acquisition fees in the amount of $765.

Liabilities:

    Total liabilities at February 29, 2000 decreased from $2,218,700 at May 31,
1999 to $2,170,800 or a decrease of $47,900 or 2%. Total liabilities at November
30, 1999 were $2,135,400 or approximately $35,000 lower than at February 29,
2000. The increase in the third quarter is mainly due to the increase in accrued
expenses, officers loan payable and notes payable. These increases were
partially offset by a small decrease in accounts payable.

    Total current liabilities for the quarter ended February 29, 2000 are
approximately $64,000 higher when compared to the year end. This is accounted
for mainly by the paydown of the credit line of approximately $85,700 which was
offset by increases to accounts payable, accrued expenses and long-term debt of
$70,400, $40,900 and $38,400 respectively.


                                     Page 4




<PAGE>


    Total current liabilities at February 29, 2000 increased $46,000 compared to
quarter ended November 30, 1999 due to increases in accrued expenses, current
portion of long-term debt and notes payable of $20,800, $16,500 and $10,000
respectively. This was partially offset by a small decrease in accounts payable
of $1,500.

    Liability for payroll taxes varies with the number of employees at any given
time and the date upon which the period falls. There was no significant change
in this account and accrued wages during the period when compared to the year
end May 31, 1999 and quarters ended February 29, 2000 and November 30, 1999.

    The Company's deficit of ($3,330,852) shows a further increase over the year
end deficit of ($2,802,526) by $528,326. For the third quarter ended February
29, 2000 the deficit decreased by approximately $4,000.

    See "Results of Operations" for additional information. For information
regarding liquidity, see Subparagraph (b) "Liquidity" below. For additional
information relating to the financial condition of the Company, also see
"Inflation" and "Trends Affecting Liquidity, Capital Resources and Operations."

(b) Liquidity.

    The Company did not have sufficient liquid assets to meet its obligations at
the end of the third quarter ended February 29, 2000. Working capital deficit
was $973,100 compared to $525,500 at the year ended May 31, 1999, an increase of
the deficit by $447,600. Working capital deficit decreased by $2,500 during the
third quarter as compared to November 30, 1999.

    Principal short-term liabilities at February 29, 2000 were $155,800 in the
current portion of long term debt, $289,500 in short term notes payable,
$821,200 in accounts payable, and accrued expenses due of $165,900 for a total
of $1,432,400. Against this total, at the end of the quarter, the Company had
liquid current assets consisting of cash of $24,000, receivables of $215,300 and
inventory in the amount of $213,800 for a total of $453,100. Working capital
deficit decreased during the third quarter ended February 29, 2000 by $2,500 as
compared to November 30, 1999.

    In this connection, management has been seeking various financing
alternatives and ways to raise capital. In December 2000, the Company acquired
Life Energy and Technology Holdings, Ltd., whereby the Company would have the
resources to continue operations. See the notes to the financial statements
(item 1.).

    The principal source of funds for the Company's operations during quarter
ended February 29, 2000 has been from operating activities and proceeds from
officer loans and short-term credit line advances.

II. Results of Operations.

    Net sales for the nine months ended February 29, 2000 were $1,051,385. This
compares with net sales of $1,876,659 for the nine months ended February 28,
1999. The decrease of approximately 44% when compared to last year is due mainly
to the drop in sales of the Company's North Carolina subsidiary. This in turn
was caused by the loss of the main sales person and the resultant loss of
several key customers. The Company has not as yet been able to make up the loss
of these sales in other areas. The Company has also continued to eliminate from
its product line certain items which it felt were not profitable to sell. These
items included nurses caps, shoe covers and surgical masks among others and
represented products which were primarily manufactured by others. Management
believes this elimination will also have an effect on sales in the next quarter
as well.


                                     Page 5




<PAGE>


    Net sales for the three month period ended February 29, 2000 were $375,808
as compared to $365,110 for the three months ended February 28, 1999, an
increase of 3%. Net sales for the second quarter ended November 30, 1999 were
$282,222, reflecting an increase in the third quarter of approximately $94,000.

    The Company introduced "sonic sealed" garments in former periods which are
produced by a sonic sealing or welding process, manufactured by ultrasonic
equipment which essentially changes the molecular structure of the material
being made to form a complete and impenetrable seal at the point of closure. No
heat is used or necessary for this process. These garments are fluid and
chemical resistant and are used primarily in chemical and nuclear work. It is
expected that these products will contribute to sales during the current fiscal
year.

    The shift, beginning in 1996, to private label work has been essentially
discontinued as the Company assumed additional responsibility for the
manufacture of PDA's products and required additional manufacturing capacity for
its own products.

    Under new agreements for manufacturing private label goods with two new
principal customers, the Company will sustain sufficient profits to warrant a
continuation of this work at a reduced rate.

    The Company's production of operating gowns did not achieve the results
expected and were essentially discontinued; however, the Company is
manufacturing such gowns presently to the specifications of a new customer and
will continue to offer this product mainly through the orders received from its
customer.

    For additional information see Item 1. "Description of Business."

Cost of sales:

    Cost of sales expressed as a percentage of net sales for the nine months
ended February 29, 2000 was 92% compared to 78% for the nine month period ended
February 28, 1999. This is an increase to cost of sales of approximately 14%
over the comparable nine month period last year. The increase is mainly due to
the writeoff and writedown of inventory of its subsidiary which ceased
operations as a separate entity in May, 2000. Cost of sales for the three month
period ended February 29, 2000 was 63% of revenue for the period as compared to
131% for the same period last year. This difference as previously reported, was
the result of inventory losses in its Mexican manufacturing facility, which has
since been terminated.

    It should be remembered that the cost of sales increased last year to 73.8%
with the introduction of PDA products as part of the Company line. Management
pointed out at that time that the PDA products were initially introduced at a
higher cost basis than the Company's products. Costing analysis and action was
taken to correct these differences, and management is reviewing sales prices for
possible future adjustments as well. These will likely take effect in summer,
2000.

    Gross profits for the nine months ended February 29, 2000 were lower by
$340,400 than gross profits for the comparable period in 1999 on lower net sales
for the period. Expressed as a percentage of net revenues, gross profits were 8%
of net sales for the nine months ended February 29, 2000 compared to 22.4% of
net sales for the comparable quarter in 1999.

    As previously noted the above increase to cost of sales and lower gross
profit is due to the writedown and writeoffs of inventory during the second
quarter of the nine months ended February 29, 2000.


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<PAGE>


    Selling, general and administrative expenses for the nine months ended
February 29, 2000 were approximately $197,000 lower than for the comparable
period ended February 28, 1999. Management is continuing to reduce overhead in
light of current lower sales. Selling, general and administrative expenses as a
percent of net sales were 51% for the nine months ended February 29, 2000 and
39% for the same period last year. The increased percentage for February 28,
1999 is directly related to the lower sales for the quarter.

    Selling, general and administrative expenses for the three months ended
February 29, 2000 were $103,000 as compared to $244,002 at February 28, 1999, a
decrease of $141,000 or approximately 58%. The three months ended February 29,
2000 shows a decrease in SG&A expenses of $129,400 over the second quarter ended
November 30, 1999. The lower SG&A expenses were due to cost cutting measures
implemented by the Company.

    Financing costs for the nine months ended February 29, 2000 in the form of
interest expense was $35,600 lower than the comparable period in 1999. This
reflects the lower amount by $400,000 of debt the Company is currently carrying.

    Net loss for the nine months ended February 29, 2000 was ($528,300) compared
to net loss of ($452,680) for the comparable period in 1999. This is an increase
of $75,600 and is a direct result of lower sales for the quarter. Net income for
the three months ended February 29, 2000 was $4,100 as compared to a net loss of
($427,886) for the three months ended November 30, 1999. The loss at November
30, 1999 was mainly due to the write-down of inventory and services expensed in
exchange for Company stock which were not recurrent in the current quarter.

    For information with respect to the possible effect of future trends on
operations, see the discussion under the caption "Trends Affecting Liquidity,
Capital Resources and Operations."

III. Capital Resources.

    During the three months ended February 29, 2000, there was no other
significant increase in the purchase of any property or equipment.

    The Company also does not presently anticipate the allocation of other
significant resources for machinery and equipment purchases. Any such
commitments will be dependent on demand for the delivery of products under new
or increased orders and will primarily be purchased in cooperation with New York
State financing programs, leasing programs or bank financing without committing
substantial cash assets. Future conditions, such as successful equity financing
efforts, may change this position.

    Current conditions indicate, however, that some funds will be required for
additional capital expenditures in the near future which coincides with
management's sales expansion program; however, as explained above, financing for
purchasing these resources will be obtained from sources which will not require
a substantial outlay of cash and will be in proportion to its expansion program.

IV. Inflation.

    Management anticipates that inflation will not have a material effect on the
Company's operations in the future. This is principally due to two factors.
First, if orders increase due to inflation the Company presently has adequate
manufacturing equipment and capacity to support not only its present level of
operations but, with the addition of a second and, if needed, third, operating
shift, to support a substantial increase in production of its present product
lines. Second, although product pricing would be affected by inflation due to
higher costs, management believes that public health and safety concerns would
outweigh any negative impact of price increases and would not adversely affect
the Company's projected sales. Additionally, the hospital and health care
markets have historically been best able to pass on increased costs which are
typically paid by insurance coverage.


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<PAGE>


V. Trends Affecting Liquidity, Capital Resources and Operations.

    A number of factors are expected to impact upon the Company's liquidity,
capital resources and future operations. Included among these are (i)
environmental concerns; (ii) economic factors generally affecting the health
care industry; (iii) governmental regulation of the Company's products and (iv)
the growing concern in many industries about controlling the spread of
infectious disease.

    Some disposable products offered by the Company are made from plastic- based
materials which have raised concern among environmental groups over their proper
disposal. Although management believes that such concerns are, in many cases,
valid, it is also believed that these concerns must be balanced with safety
provided by these products against infectious diseases such as AIDS, hepatitis
and others. This belief has recently been reinforced by the new, comprehensive
safety regulations issued by the Occupational Safety and Health Administration
(OSHA) which require extensive new measures to combat the spread of infection
and disease in many industries which had not previously required such measures.
Most importantly, from the point of view of the Company, are the requirements
for protective apparel such as that manufactured by the Company. Management
believes that the regulations, which are now fully implemented, will increase
demand for the Company's products and significantly expand the Company's
markets. Based upon recent increased orders, management believes that most
significant among these new markets for its products will be the hospital
looking to comply with the new OSHA regulations, emergency service industries,
including police, fire and ambulance services, and physicians, which routinely
are exposed to unusually high risk of infectious diseases.

    Nevertheless, the requirements relating to proper disposal of plastic- based
garments is still in question and the Company cannot predict the outcome of any
future regulations relating to these matters. Any changes in manufacturing or
disposal requirements could result in higher manufacturing costs and less
profitability for the Company or, perhaps, complete elimination, which could
have a substantially negative impact on liquidity and capital resources in the
future.

    Management also believes that perhaps the most significant adverse impact
upon its liquidity, capital resources and future operations may result from
economic pressures to keep health care costs low. Spearheaded by health care
insurers and now the federal government, the entire health care industry in the
United States has come under increasing pressure and scrutiny to reduce
unnecessary and wasteful costs. To meet the criticism in recent years over the
higher cost of disposable products, the Company has introduced a line of limited
reusable products. These products are designed to be washed and reused from
between 25 and 100 times before being replaced. Management believes that such
products will not only address the economic concerns but also the environmental
issues by reducing the amount of products which are being discarded. However, as
already mentioned, in situations where there is a high risk of spreading
infection, management believes that the disposable products will continue to
have strong appeal and demand in the marketplace.

    As new Company manufactured products, under development are introduced,
management believes that sales revenues will increase and, over the long term,
will result in more stable sales and higher profit margins for the Company. In
addition, the existence of the Occupational Safety and Health Administration
(OSHA) regulations are expected to continue to have a positive influence on the
demand for the Company's products.

    In short, the above factors may each have a significant impact upon the
Company's future operations. At present, management believes that safety
concerns over the spread of infectious diseases such as AIDS and hepatitis will,
at least for the foreseeable future, outweigh economic and environmental
concerns. Consequently, management does not anticipate any adverse impact upon
its future operations for the foreseeable future. Apart from these factors,
management knows of no trends or demands that would adversely affect the
financial condition of the Company.


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<PAGE>


PART II  OTHER INFORMATION



ITEM 6. Exhibits

    (a) Exhibit 27       The information required by this Exhibit is set forth
         in Footnote 9 of the Financial Statements.

    (b) Reports on Form 8-KSB
         None.


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<PAGE>


                                   SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        HEALTH-PAK, INC.



                                        /s/ Anthony J. Liberatore
                                            Anthony J. Liberatore
                                            President
                                            Chief Operating Officer
Dated:  February 7, 2001



                                        /s/ Michael A. Liberatore
                                            Michael A. Liberatore
                                            Vice President
                                            Chief Financial Officer
Dated:  February 7, 2001