United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: August 31, 2004

Commission file No. 33-24483NY


                        Global Environmental Energy Corp.
                ------------------------------------------------
             (Exact name of registrant as specified by its charter)


       Bahamas                       33-24483-NY                  n/a
------------------------       ----------------------     ----------------------
(State or other jurisdic-      (Commission File  Number)  (IRS Employer
tion of incorporation)                                    Identification Number)


                                Magna Carta Court
                                Parliament Street
                                  PO Box N-918
                                 Nassau, Bahamas
                ------------------------------------------------
                                Business Address


           4640 South Carrollton Ave Suite 2A-6 New Orleans, La 70199
                ------------------------------------------------
                           Principal Place of Business


                                 1-877-723-6315
                ------------------------------------------------
                          Registrant's Telephone Number


                     Life Energy & Technology Holdings, Inc
                 7537 Leesburg Pike #200 Falls Church, VA 22043
                ------------------------------------------------
           Former Name or Former Address If Changed Since Last Report


Securities registered pursuant to section 12 (b) of the Act:

Title of each class                               Name of exchange on which
                                                        registered
--------------------------                      --------------------------------
        NONE                                                NONE


Securities registered pursuant to section 12 (g) of the Act:

                               Title of each class
                ------------------------------------------------
                                  Common Stock




<PAGE>



     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15 (d) of the  Securities  Act of 1934,
during the  preceding  12 months ( or for such  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 [_]






     The  number  of  common  shares  outstanding,  as of  August  31,  2004  is
35,454,621 shares, of Common Stock at $.002 par. There are also 1,608,003 shares
of Preferred Stock at $.001 par value.












<PAGE>

                                     PART I.

Item 1. Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc.
                                 Balance Sheets

                ASSETS                                                           31-Aug-04           31-May-04
                                                                                 (Unaudited)
<S>                                                                             <C>                 <C>
  Current assets:
      Cash                                                                      $            63     $          103
                                                                                ----------------    ---------------
         Total current assets                                                                63                103

      Property and equipment-net                                                         13,102             16,001

0ther assets:
      Settlement receivable                                                           7,750,000          7,750,000
         Equipment deposit                                                           27,450,000         27,450,000
         Minority investment at cost                                                    456,100            456,100
         Trademarks and copyrights                                                        2,500              2,500
                                                                                ----------------    ---------------
        Total assets                                                            $    35,671,765     $   35,674,704
                                                                                ================    ===============

        LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
  Current liabilities:
   Accounts payable and accrued expenses                                        $     1,225,119     $      998,427
   Compensation and consulting fees payable                                             993,823            678,823
   Bank overdraft                                                                        85,086             81,678
                                                                                ----------------    ---------------
         Total current liabilities                                                    2,304,028          1,758,928

  Long-term liabilities
   Compensation and consulting fees payable                                          14,338,611         14,338,611
   Notes payable to shareholders                                                     17,893,523         17,605,089
   Deferred maintenance fees                                                            350,000            350,000
   Payable to shareholder                                                             1,025,340          1,008,812
                                                                                ----------------    ---------------
         Total liabilities                                                           35,911,502         35,061,440

  Shareholders' Equity (Deficit):
    Series A preferred stock, par value $0.001,
     10,000,000 shares authorized 0 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, issued
     and outstanding, 1,608,003                                                           1,608              1,608
    Common stock, $.002 par value; authorized
     100,000,000 shares, issued and outstanding,
     35,454,621                                                                          70,910             70,910
     Additional paid in capital                                                      23,635,578         23,635,578
     Accumulated comprehensive income                                                       625                  0
     Accumulated deficit                                                            (23,948,458)       (23,094,832)
                                                                                ----------------    ---------------
         Total shareholders' equity  (deficit)                                         (239,737)           613,264
                                                                                ----------------    ---------------
Total liabilities and shareholders' equity   (deficit)                          $    35,671,765     $   35,674,704
                                                                                ================    ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                                                             F-1
<PAGE>



<TABLE>
<CAPTION>


                        Global Environmental Energy Corp.
                 (f/k/a) Life Energy & Technology Holdings, Inc.
                             Statement of Operations
                          Three Months Ended August 31,




                                                                                    2004                2003
                                                                                (Unaudited)          (Unaudited)
<S>                                                                             <C>                 <C>
Sales revenues                                                                  $             0     $              0

General and administrative expenses:
     Compensation and consulting fees                                                   315,000              170,460
     Depreciation                                                                         2,899                2,341
     Administrative expenses                                                            226,732                4,934
                                                                                ----------------    -----------------
 Total general and administrative expenses                                              544,631              177,735
                                                                                ----------------    -----------------
Loss from operations                                                                   (544,631)            (177,735)

Other income (expense):
    Share of Income from affiliate                                                            0               48,750
   Interest expense                                                                    (308,995)            (125,243)
                                                                                ----------------    -----------------
Loss from continuing operations                                                        (853,626)            (254,228)

Loss on disposal of discontinued operations                                                   0              (34,158)
                                                                                ----------------    -----------------
Net loss                                                                        $      (853,626)    $      ($288,396)
                                                                                ================    =================
Basic and fully diluted net loss per common share:
 Loss from continuing operations                                                $         (0.02)    $          (0.01)
 Income loss from discontinued operations                                       $          0.00     $           0.00
                                                                                ----------------    -----------------
 Loss per share                                                                 $         (0.02)    $          (0.01)
                                                                                ================    =================
Weighted average of common shares outstanding:
 Basic                                                                               35,454,621           25,279,655
                                                                                ================    =================
 </TABLE>
   The accompanying notes are an integral part of these financial statements.
                                                                             F-2
<PAGE>

<TABLE>
<CAPTION>
                        Global Environmental Energy Corp.
                 (F/k/a Life Energy & Technology Holdings, Inc.)
             Statements of Changes in Shareholders' Equity (Deficit)





                                          Preferred              Common                          Retained         Total
                                     -------------------  --------------------   Additional     Earnings/     Shareholders'
                                     Number of    Par      Number of    Par       Paid-In      Accumulated        Equity
                                       Shares    Value      Shares     Value      Capital        Deficit         (Deficit)
                                     ---------- --------  ----------- --------  ------------   ------------   --------------

<S>                                   <C>       <C>        <C>        <C>       <C>            <C>            <C>
BALANCE, June 1, 2003                 1,853,989 $  1,854   25,279,655 $ 50,560  $ 15,792,696   $(13,583,458)  $    2,261,652
Warrants issued for services                  0        0            0        0        13,005              0           13,005
Preferred shares returned for land     (245,986)    (246)           0        0    (2,459,644)             0       (2,459,890)
Shares issued to pay
        shareholder advances                  0        0    3,615,052    7,230       462,770              0          470,000
Shares issued for cash                        0        0    6,559,914   13,120     9,826,751              0        9,839,871
Net income (loss)                             0        0            0        0             0     (9,511,374)      (9,511,374)
                                     ---------- --------  ----------- --------  ------------   ------------   --------------

BALANCE, May 31, 2004                 1,608,003    1,608   35,454,621   70,910    23,635,578    (23,094,832)         613,264
Other comprehensive income (loss)             0        0            0        0             0            625              625
Net loss                                      0        0            0        0             0       (853,626)        (853,626)
                                     ---------- --------  ----------- --------  ------------   ------------   --------------

BALANCE, August 31, 2004 (unaudited)  1,608,003 $  1,608   35,454,621 $ 70,910  $ 23,635,578   $(23,947,833)  $     (239,737)
                                     ========== ========  =========== ========  ============   ============   ==============
</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                                                             F-3
<PAGE>



<TABLE>
<CAPTION>
                      Global Environmental Energy Corp.
                (f/k/a) Life Energy & Technology Holdings, Inc.
                       Statements of Changes in Cash Flows
                      For the Three Months ended August 31,

                                                                                    2004                2003
                                                                                (Unaudited)          (Unaudited)
<S>                                                                             <C>                 <C>
Cash Flow from Operating Activities:
  Net loss from operations                                                      $       (853,626)   $     (254,228)

  Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                          2,899             2,341
     Interest expense                                                                    305,587           123,957
  Changes in operating assets and liabilities:
     Accounts payable                                                                    226,692           (53,951)
     Compensation and Consulting fees payable                                            315,000           170,460
     Bank overdraft                                                                        3,408            (8,579)
                                                                                ----------------    --------------
Net cash used in operating activities                                                        (40)          (20,000)


Financing activities:

     Advances from shareholder                                                                 0             20,000
                                                                                ----------------    ---------------
Net cash provided by financing activities                                                      0             20,000
                                                                                ----------------    ---------------

Net decrease in cash                                                                         (40)                 0

Cash balance at the beginning of the year                                                    103                  0
                                                                                ----------------    ---------------
Cash balance at end of the year                                                 $             63    $             0
                                                                                ================    ===============

Supplemental disclosures of cash flow information:
 Interest paid in cash during the year                                          $              0    $         1,286

Non-cash financing activities:
 Sale of land in exchange for return
   Of preferred stock                                                           $              0    $             0
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                                                             F-4
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements
                         August 31, 2004 and 2003

1.   Nature of Business and Significant Accounting Policies

In August of 2004 Life  Energy &  Technology  Holdings,  Inc ("LETH" or ("LIFE")
changed  its  name  to  Global  Environmental  Energy  Corp  (the  "Company"  or
"GLOBAL")immediately  thereafter the Company  changed its domicile from Delaware
to the Commonwealth of the Bahamas.  LIFE was initially  organized in Ireland in
November 2000. On December 4th 2000,  LIFE merged with Health-Pak DE, a Delaware
corporation  formed in December 1987.  That  transaction  was accounted for as a
reverse acquisition with LIFE deemed to be the accounting  acquirer.  The former
business  operations of the Health-Pak DE.,  conducted  through its wholly owned
subsidiary, Health-Pak New York, were discontinued by a formal plan for disposal
adopted  upon  the  merger  of  the  Company  in  November   2000.  In  November
2003,Health-Pak New York was liquidated under Chapter 7 bankruptcy provisions.

The  Company's  goal  is to  become  a fully  integrated  Energy  Company  whose
interests  include  traditional  oil and gas  exploration  and  production  with
alternative   energy  sources,   environmental   infrastructure  and  electrical
micro-power  generation.  The  Company  has been best  known  for its  Biosphere
Process(TM)1  System, which promotes the use of sustainable and renewable energy
sources. The Biosphere Process(TM) System is a central part of the Companies Eco
Technology(TM)  system, and can safely and efficiently processes traditional and
non-traditional   waste  materials  into   electricity   and  other   beneficial
by-products.  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 which  consumes and recycles up to 97% 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  while  producing  renewable
electricity.

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.  Actual  results  may  differ  from  these
estimates.

-------------
6    Biosphere Process(TM) & Biosphere(TM) are copyright trademarks of the Life
     Energy Partnership 1995.
                                                                             F-5
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements

Revenue and Cost Recognition- The Company recognizes sale revenues upon delivery
of the Biosphere  Process(TM)  System to the buyer.  Cost of sales  includes the
costs to  manufacture  and deliver the system to the purchaser and is recognized
upon the complete manufacture and delivery of the system to the buyer.

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

Settlement 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,  net of
accumulated   depreciation.   Depreciation   expense  is   computed   using  the
straight-line  method  over  the  estimated  useful  life  of  the  asset  which
approximates three years.

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

Minority  Investments-  The Company may  purchase non  controlling  interests in
entities  that purchase the Biosphere  machine.  The Company  accounts for these
investments using the equity method. Accordingly,  the investment is recorded at
cost and adjusted for the Company's pro rata share of income or losses  realized
by the investee for the periods.  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.




                                                                             F-6
<PAGE>



                        Global Environmental Energy Corp
                 f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements

Income  Taxes- The Company  accounts  for income  taxes in  accordance  with the
Statement of Accounting Standards No. 109 (SFAS No. 109),  Accounting for Income
Taxes.  SFAS No. 109  requires  an asset and  liability  approach  to  financial
accounting  and  reporting  for  income  taxes.  Deferred  income tax assets and
liabilities are computed annually for differences  between  financial  statement
and  income  tax bases of assets  and  liabilities  that will  result in taxable
income or deductible  expenses in the future based on enacted tax laws and rates
applicable  to the  periods  in which the  differences  are  expected  to affect
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred  tax assets and  liabilities  to the amount  expected  to be  realized.
Income tax expense is the tax payable or refundable for the period  adjusted for
the change during the period in deferred tax assets and liabilities.

Discontinued  Operations-  The business  operations of the Company's  subsidiary
Health-Pak  Inc.  were  discontinued  through a formal plan of disposal upon the
merger by management in November 2000.  The business  activity of the subsidiary
is reflected in the  statement of  operations  as gain (loss) from  discontinued
operations.

Reclassifications-  Certain prior year amounts have been reclassified to conform
to the 2004 presentation.

Interim  Financial  Information-  The financial  statements for the three months
ended August 31, 2004 and 2003 are unaudited and include all  adjustments  which
in the opinion of  management  are  necessary  for fair  presentation,  and such
adjustments  are of a normal and  recurring  nature.  The  results for the three
months are not indicative of a full year results.


2. Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally  accepted  accounting  principles  which  assume that the Company will
continue on a going concern  basis,  including,  the  realization  of assets and
liquidation  of  liabilities  in the  ordinary  course  of  business.  There are
significant  uncertainties  with  regard to the  Company's  ability to  generate
sufficient  cash flows  from  operations  or other  sources to meet and fund its
commitments  with regard to existing  liabilities  and recurring  expenses.  The
Company  intends  to  finance  its  future  operations  from the  proceeds  of a
subscription  agreement for the sale of shares of common stock and an additional
letter of credit  obtained from the lender (see Note 14). These  factors,  along
with the  uncertainty  expressed  in Note 9, raise  substantial  doubt about the
Company's  ability to continue as a going concern.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


3. Fair Values of Financial Instruments

The carrying amounts of the settlement receivable,  accounts payable and accrued
expenses,  compensation  and consulting fees payable,  bank overdrafts and notes
payable  to  shareholders  reported  in  the  balance  sheet  are  estimated  by
management to approximate fair value.


                                                                             F-7
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements



4. Net Loss per Share

The Company  applies SFAS No. 128,  "Earnings  Per Share".  Basic loss per share
("LPS")  is  computed  using  the  weighted  average  number  of  common  shares
outstanding during the period. No adjustments to earnings were made for purposes
of per share calculations. The Company has reported a net loss for the quarters,
ended Aug 31,  2004 and 2003.  As a result,  9,043,750  shares of common  stock,
which may be issued upon the conversion of Convertible  Preferred  Stock A and B
shares,  or exercise of warrants  have been  excluded  from the  calculation  of
diluted  loss per share for both  fiscal  quarters  ended Aug 31, 2004 and 2003,
because their inclusion would be anti-dilutive.


5.   Common Stock Options

As part of compensation to employees and consultants, the Company granted common
stock options during fiscal years 2001, 2003 and 2004. The Company has no formal
stock option plan for its employees. The following table summarizes common stock
options outstanding as of Aug 31, 2004 and 2003.

                                                                        Wgtd Avg
                                                       Wgtd Avg        Years to
                                   Amount           Exercise Price     Maturity
                                 --------------    ---------------     --------
Outstanding at June 1, 2003         8,843,750

Issued                                200,000
Expired                                     0               0                0
Exercised                                   0
                                 --------------
Outstanding at May 31, 2004         9,043,750

Issued                                      0
Expired                                     0               0                0
Exercised                                   0
                                 --------------
Outstanding at Aug 31, 2004         9,043,750           $0.16             1.71
                                 ==============    ---------------     --------

During the fiscal year 2004, the Company issued 200,000 warrants  exercisable at
$1.65 per warrant for 200,000 shares expiring in November 2008. As a result, the
Company recorded $13,005 in consulting expense in the statement of operations in
fiscal year 2004.

For the  purpose  of  determining  compensation  expense,  the fair value of the
options  granted  to the  consultants  is  measured  at the grant date using the
Black-Scholes  option-pricing model with the following assumptions. The dividend
yield is 0%,  volatility is 20%, and the risk-free  interest rate is 2.00%.  The
fair values of the options granted generated by the Black-Scholes option pricing
model may not be indicative of the future benefit,  if any, that may be received
by the option holder.



                                                                             F-8
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements



6.  Discontinued Operations

The former  business  operations  of the Company,  conducted  through its wholly
owned subsidiary,  Health-Pak, New York., were discontinued by a formal plan for
disposal  adopted upon the merger of the Company in November  2000.  In November
2003,  Health-Pak  New York.,  was  ordered  to be  liquidated  under  Chapter 7
bankruptcy  provisions.  The  Company has  recorded a loss from the  disposal of
Health-Pak  New  York  of $0  and  $34,158  in  discontinued  operations  in the
statement  of  operations  for the  quarters  ended  August  31,  2004 and 2003,
respectively.


7. Settlement Receivable

On May 4, 2001,  the Company  entered into a master lease  agreement  with Kuwat
Holdings,  SA, Junieh, Lebanon ("Kuwat") for the lease of fifty mobile Biosphere
Process(TM)  Systems. Of the fifty systems,  two,  (previously  manufactured and
operating as  demonstration  units),  were  delivered to a Kuwat customer in the
Middle  East on May 18,  2001.  In  November,  2001 the Company  formalized  the
movement of the two units by  entering  into sales  lease  agreement  with Kuwat
under the following  terms:  (1) twenty-five  year lease term and, (2) quarterly
lease payments of $510,000.

After making payments of $1,530,000, Kuwat failed to make the required remaining
payments and again  petitioned the Company to renegotiate the  transaction.  The
Company then approached its primary  manufacturer,  Alia Holdings SA, Moscow and
offered them the rights to the original master lease and the  manufacturing  and
distribution  rights of the remaining forty eight Biosphere  Process(TM)  System
units. Further, Alia agreed to transfer  manufacturing  technology to two United
States  manufacturers  designated  by the  Company.  In  exchange,  the  Company
terminated the sale to Kuwat and settled for $14,400,000 due from Alia as profit
sharing against the sale and  distribution of the remaining forty eight units by
Alia. Kuwat remains indebted to Alia for amounts  previously due the Company for
the original two units.


8.   Property and Equipment

A summary of property and equipment is as follows:

                                 31-Aug-04            31-May-04

  Office equipment                  47,122               47,122
   Accumulated depreciation        (34,020)             (31,121)
                                --------------      -------------
   Total                        $   13,102          $    16,001
                                ==============      =============

Depreciation for the three months ended Aug 31,2004 and 2003 amounted to $2,899
and $2,341, respectively.


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

In May 2003,  the Kuwat lease  discussed in Note 7 was assigned to the Company's
manufacturing  vendor. As part of the transaction,  the vendor agreed to pay the
Company  $14,400,000.  The receipt of this money is contingent upon the delivery
of the 48 machines due on the original  sales lease and the payment by the buyer
of the  machines  on the 50 machine  purchase on the lease in fiscal  2002.  The
balance of the receivable at August 31, 2004 is $7,750,000


                                                                             F-9
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements


This exposes the Company to significant  credit risk as a result of the possible
non-performance  by both the  manufacturing  vendors  to deliver  the  Biosphere
Process Systems due and the payment by the buyer on the machines  purchased.  In
the event the receivable  resulting from the transaction becomes  uncollectible,
the financial position of the Company would be materially adversely affected.

The  president of the Company and a shareholder  support 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.


10. Income Taxes

At  August  31,  2004  the  Company  has  a  U.S.  federal  net  operating  loss
carry-forward  of $ 8,474,921.  The  carry-forwards  expire in 2020 to 2026. The
amount  available  to be used in the given year will be limited by  operation of
certain provisions of the Internal Revenue Code. The Company also has U.S. state
net operating loss  carry-forward  available,  the  utilization of which will be
similarly  limited.  The Company has  established  a  valuation  allowance  with
respect to these federal and state carry-forwards.

Deferred tax asset:                                    2004           2003
  Net operating loss carry-forward                  $ 8,474,921  $  4,689,852
                                                   ------------  ------------
Total deferred tax asset                              8,474,921     4,689,852
                                                   ------------  ------------
Net future tax benefit                                8,474,921     4,689,852
Valuation allowance for net deferred tax assets      (8,474,921)   (4,689,852)
                                                    -----------  ------------
Net deferred tax asset                             $          0  $          0
                                                   ============  ============



                                                                            F-10
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements

The  reconciliation of the reported income tax expenses to the amount that would
result by applying the U.S. federal statutory rate to net loss is as follows:

                                                         2004       2003
                                                  -----------  ----------
The benefit at U.S. statutory rate                        34%         34%
State income taxes, net of federal benefits               10%         10%
Valuation Allowance                                      -44%        -44%
                                                  -----------  ----------
Total                                                      0%          0%
                                                  ===========  ==========

11. Related Party Transactions

During fiscal year 2004, the Company  received cash proceeds of $9,839,871  from
the issuance of 6,559,914 common shares to Diamond Ridge.

During fiscal year 2004, a shareholder  loaned the company $10,160,  129 at 6.5%
interest  in order to  provide  financing  for the  manufacturing  of  biosphere
machines.  During the quarter ended Aug 31, 2004 the company  recorded  interest
expense of $288,434

A shareholder  consultant  over time has paid expenses on behalf of the Company.
The advances are payable in December 2006 at no stated  interest.  As a result ,
the Company has imputed  interest at the Company's  cost of capital and recorded
an expense of $16,528  and $0 for the three  months  ending  August 31, 2004 and
2003, respectively.

Towards the end of fiscal year 2004,  the Company  advanced  $27,450,000  to its
manufacturing vendor for the manufacturer of 4.5 biosphere systems.

The Company did not recognize  any interest  income during the quarter ended Aug
31, 2004 from its investment in LENR.

Many of the original shareholder investors in Global are also consultants to the
Company and the Company has accrued  compensation  under  consulting  agreements
since 2000 for the following people Dr. C.A. McCormack,  Albert Reynolds,  Salim
Ghafari,  Noreen Wilson,  Robert Wilson,  Lawrence  Griffin,  Keeven McCormack ,
Brendon McCormack , Phillip O'Carroll and Mark O'Carroll.


12. Common Stock Transactions

During fiscal year 2004, the Company issued 6,559,914 shares of common stock and
received proceeds of $9,839,871.

On February 9, 2004 the Board of Life Energy agreed to the following:

1    Dr. McCormack  converted $272,263 of his debt into 3,615,052 shares of LETH
     common stock.
2    Dr.  McCormack  converted an additional  $197,737 of debt into 1,521,052 in
     LETH common stock.


                                                                            F-11
<PAGE>



                        Global Environmental Energy Corp
                  f/k/a Life Energy & Technology Holdings, Inc
                          Notes to Financial Statements



13. Preferred Stock Transaction

During  fiscal year 2004,  preferred  shareholders  returned  245,986  shares of
preferred  stock in return for land  originally  contributed  to the  Company in
fiscal 2001 valued at $2,459,890 at the time of the transaction.


14. Subsequent Event

During  September of 2004, the Company  received a $51 million advance against a
$2.08  billion line of credit from a majority  shareholder  which is a financing
company.









                [Balance of this page intentionally left blank.]












                                                                            F-12
<PAGE>


Item 2. Management's Discussion and Analysis.

Background.

In August of 2004 Life  Energy &  Technology  Holdings,  Inc  ("LIFE" or "LETH")
changed  its  name  to  Global  Environmental  Energy  Corp  (the  "Company"  or
"GLOBAL")immediately  thereafter the Company  changed its domicile from Delaware
to the Commonwealth of the Bahamas.  LIFE was initially  organized in Ireland in
November  2000.  On  December  4th  2000,   LIFE  merged  with  Health  Pak  Inc
("Health-Pak  DE")., a Delaware  corporation formed in December 1987. The merger
was  effected  by LIFE  acquiring  all of the issued and  outstanding  shares of
Health-Pak  DE. in exchange for 5,691,893  shares of common stock of LIFE.  That
transaction  was accounted for as a reverse  acquisition  with LIFE deemed to be
the accounting  acquirer.  The former business operations of the Health-Pak DE.,
conducted  through  its  wholly  owned  subsidiary,  Health-Pak  New York,  were
discontinued  by a formal  plan for  disposal  adopted  upon the  merger  of the
Company in November 2000. In November  2003,  Health-Pak New York was liquidated
under Chapter 7 bankruptcy provisions.

The  Company's  goal  is to  become  a fully  integrated  Energy  Company  whose
interests  include  traditional  oil and gas  exploration  and  production  with
alternative   energy  sources,   environmental   infrastructure  and  electrical
micro-power  generation.  The  Company  has been best  known  for its  Biosphere
Process(TM)7  System, which promotes the use of sustainable and renewable energy
sources.  The  Biosphere  Process(TM)  System  is a  central  part  of  the  Eco
Technology(TM)  system,  can safely and  efficiently  processes  traditional and
non-traditional   waste  materials  into   electricity   and  other   beneficial
by-products.  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 which  consumes and recycles up to 97% 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  while  producing  renewable
electricity.

In February  2001 the  Company  took  delivery  in Ireland of the two  Biosphere
Process(TM)  systems. The two systems were manufactured by Alia Manufacturing of
Moscow,  Russia at a cost of $9,500,000.  In November 2001, the Company  entered
into a contract to lease the two Biosphere Process(TM)8 Systems to a private

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



                                                                              15
<PAGE>



company  located  in  Beirut,  Lebanon.  The lease  called  for the  payment  of
$2,020,000 per year for twenty-five years.  After receiving  $1,530,000 of lease
payments,  the lease was assigned to Alia  Manufacturing  for  $14,400,000.  The
Company recognized a loss on the assignment of the lease of $8,363,380 in fiscal
2003. During fiscal year 2004, the Company received $7,000,000 on the balance of
the receivable and expects to receive the additional $7,750,000 in fiscal 2005.

No sales occurred in the Quarter ended August 31, 2004

Currently  there are two biosphere units under  construction  that are part of a
sale for 10  machines  to be  delivered  within the coming  fiscal year by Green
Energy  Management Inc. (GEM), a company based in Louisiana in which the company
plans to have an interest. Under the terms of the sales agreement,  each machine
will be sold for $7.5 million.  The cost to manufacture each machine, as per the
Company's  manufacturing  agreement is approximately $6.5 million. Both the sale
and  manufacture  of the machines  will be financed by Diamond  Ridge  Advisors,
Inc., a shareholder of the Company, at an interest cost of 6.50% to the point of
sale,  the Company has  deposited  $27,450,000  million  with its  manufacturing
vendor for the  construction  of 4 systems  and a deposit 50% deposit on a fifth
system.

As part of the sales agreement, the Company has agreed to acquire a 41% interest
in GEM.  The  Company  will  recognize  the income from this  investment  as the
machines are placed into use.

In September 2004, the Company received  notification  from Diamond Ridge of the
availability  of $2.08 billion in funding  through a line of credit  provided by
the financing  company,  which is also a shareholder  of the Company.  Such note
payable calls for the lender to have the right of first refusal of the financing
of future biosphere units constructed.

To the extent possible,  the following  discussion will highlight the activities
solely of the  Company's  effort in  developing  its  business  strategy for the
quarters  ended  August 31,  2004 and 2003.

Consulting  expenses  for the three months ended August 31, 2004 was $315,000 as
compared  to$170,460  for the three months ended August 31, 2003. At present the
Company has nine  executive  officers  in the U.S.,  the Middle East and Africa,
fourteen  research  scientists  who work as consultants to the Company and three
independent  consultants in managerial or supervisory  capacities  none of whose
employees work in the United States.



                                                                              16
<PAGE>



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

Research and development  costs  represents  amounts paid to an engineering firm
for feasibility  studies  associated  with the  construction of the machines for
sale to GEM.

Office  administration costs amounted to $226,732,  including taxes and licenses
and  reimbursements  owed  to a  consultant  of  the  Company,  who  is  also  a
shareholder,  associated with the shareholder's  efforts in facilitating the GEM
sale.

After deducting  administrative expenses, the Company recognized a loss from its
continuing operations of $544,631 for the quarter ended August 31, 2004 compared
to a loss of $177,735 for the same period last year.

The Company  recognized a gain of $0 and $48,750  during the quarters  ended Aug
31, 2004 and 2003,  respectively  from its  investment  in Life  Energy  Natural
Resources Inc. (LENR) a joint venture with a Swiss corporate  partner,  of which
the Company  owns a 40% equity  interest.  LENR is an agent for the sale of LENR
Portland  Plus(TM),  a specialized  aggregate used and an additive to strengthen
concrete used in the United Kingdom.

The Company recognized  interest income of $0 during the first quarter of fiscal
year 2005 from its investments in LENR.

In fiscal year 2004, the Company  received cash proceeds of $9,839,871  from the
issuance of 6,559,914  shares to Diamond Ridge and the  acquisition  of a credit
line from Diamond Ridge of $10,160,829.

Towards the end of fiscal year 2004,  the Company  advanced  $27,450,000  to its
manufacturing vendor for the manufacturer of 4.5 biosphere systems.

Interest  expense for the quarter ended August 31, 2004 was $308,995 as compared
to $125,243 for the same period last year.  During the second  quarter of fiscal
year 2004, the Company  received a line of credit from Diamond Ridge Advisors of
$10,160,829.  The line of credit is being  used to finance  construction  of the
first biosphere unit to be used in the United States.  The line is unsecured and
carries  interest  of 6.5%.  The  interest  due on the line  will be paid to the
lender upon the installation of the corresponding biosphere unit.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations  before  income  taxes  and  discontinued  operations  of
$853,626  for the  quarter  ending  August  31,  2004 as  compared  to a loss of
$254,228 for the same quarter last year.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.02 for the quarter  ended  August 31, 2004 as compared to a loss per share of
$0.01 for the quarter ended August31, 2003.



                                                                              17
<PAGE>



II.  Discussion of Financial Condition: Liquidity and Capital Resources

At August 31, 2004,  the Company had working  capital  deficit of  $2,303,965 as
compared to a deficit $839,733 for the quarter ending August 31, 2003.

During  fiscal year 2004,  the Company  raised cash  proceeds of  $9,839,871  by
issuing 6,559,914 shares of common stock to Diamond Ridge Advisors. In addition,
the Company received $10,160,829 from Diamond Ridge via a line of credit.

Stockholders'  equity  (deficit)  decreased to  $(239,737) at August 31, 2004 as
compared $1,973,266 for the quarter ended August 31, 2003.

In August 2003, the Company issued 6,559,914 shares of common stock for proceeds
of  $9,839,871.In  December  2003  the  Company  issued  200,000  warrants  to a
consultant  exercisable at $1.65 per share expiring in 2008,  valued at $13,005.
In May 2004, preferred  shareholders  returned 245,986 shares of preferred stock
to the  Company  for  land  previously  sold  to the  Company  by the  preferred
shareholders  valued at  $2,459,890.  During  fiscal  2004,  the Company  issued
3,615,052 shares of common stock to the president to retire $470,000 of advances
to the Company  since  inception.  Finally,  net loss for the year ended May 31,
2004 was $9,511,374.


III. Inflation and Other Considerations

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


Item 3.  Controls and Procedures

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.




                                                                              18
<PAGE>



                                    PART II.

Item 1.  Legal Proceedings

         No changes in the quarter.

Item 2.  Changes in securities,  use of proceeds  and  small  business issuer of
         equity securities

         None.


Item 3.  Defaults upon senior securities

         None


Item 4.  Submission of matters to a vote of security holders

         None


Item 5.  Other information

         None


Item 6.    Exhibits and Reports On Form 8-K

     (a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

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

31.1 *      Section 302 Certification by Chief Executive Officer.

31.2 *      Section 302 Certification by Chief Financial Officer.

32.1 *      Section 906 Certification by Chief Executive Officer.

32.2 *      Section 906 Certification by Chief Financial Officer.
-------------------
*    Filed herewith

     (b) A report on Form 8-K was filed on September 22, 2004 reporting the
change of the Trading Symbol.

     A report on Form 8-K was filed on August 31, 2004 reporting a change in
rights of Security Holders and amendments to the articles of Incorporation.

     A report on Form 8-K was filed on August 30, 2004 reporting a name change
of the Corporation.

     A report on Form 8-K was filed on August 10, 2004 reporting the intent of
the Company and the Department of Commerce, Department of Treasury and Foreign
Asset Control to assure compliance with any and all U.S. Government regulations
concerning Libya.

        A report on Form 8-K was filed on July 27, 2004 reporting the intent of
Diamond Ridge Advisors, Inc. to acquire an additional 20% of LETH and have filed
an amended SCH13-D.




                                                                              19
<PAGE>


     A report on Form 8-K was filed on June 24, 2004 reporting that the Company
has agreed to take an additional loan from Diamond Ridge Advisors, Inc to be
used for the expansion of Life Energy primary business and the formation and
funding of a new subsidiary of Life Energy for an oil and gas division for the
exploration in Libya and North Africa.

     A report on Form 8-K was filed on June 16, 2004  reporting that the Company
after  receiving an  invitation  to meet with the  Government  of Algeria is now
seeking an export license from the United States  Department of Commerce for the
sale and shipment of systems to the Minister of Environment for Algeria.

     A report on Form 8-K was filed on June 08, 2004  reporting that the Company
was in the process of seeking a license  from the United  States  Department  of
Commerce and U.S.  Department of Tresuary for a number of potential  projects in
Al Jumahiriyah al Arabiyah al Libiyah ash Shabiyah al Ishtirakiyah al Uzma.

     A report on Form 8-K was filed on March 16, 2004 reporting that Life Energy
& Technology  Holdings,  Inc. (the "Company") has executed a Loan Agreement with
Diamond Ridge Advisors, Inc., a Delaware corporation ("Diamond").

     A report on Form 8-K was filed on February 6, 2004 reporting the retirement
4,145,942  shares  pursuant  to  the  original  shares  agreement  and  plan  of
reorganization  section 5.16 according to the reverse merger between Life Energy
& Technology Holdings Limited and Health Pak.

     A  report  on Form  8-K  was  filed  on  February  6,  2004  reporting  the
resignation of Directors.






                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.


                        Global Environmental Energy Corp.
                                      f/k/a
                     Life Energy & Technology Holdings, Inc


Date: October 29, 2004              By:/s/Dr. Christopher McCormack
                                    -----------------------------------
                                    Dr. Christopher McCormack
                                    President & Chief Executive Officer







                                       20