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 November 30, 2002

Commission File Number 33-24483-NY

                     Life Energy & Technology Holdings Inc.
                     --------------------------------------
             (Exact name of Registrant as specified in its Charter)


          Delaware                                          11-2914841
----------------------------------              --------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                          Identification Number)

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


                                      Same
                         -----------------------------
                           (Former Address, zip code)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

YES [X]   NO [_]

Indicate the number of Shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.

Class                                           Outstanding at January 18, 2003
Common stock, $0.002 par value                          19,841,893


<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS



                                                                                Page

<S>                                                                             <C>
Part 1. Financial Information                                                     3

Item 1. Condensed Consolidated Financial Statements:

   Balance sheet as of November 30, 2002 and May 31, 2002                       F-1

   Statement of income (loss)for six months ended November 30, 2002 and 2001    F-2

   Statement of cash flows for six months ended November 31, 2002 and 2001      F-3

   Statement of changes in shareholders equity for the period November 3, 2000
   through November, 2002                                                       F-4

   Notes to condensed consolidated financial statements                         F-5



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

Part II. Other information                                                       11

Exhibits                                                                         11

Signatures                                                                       12
</TABLE>








                                     Page 2




                         PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited  consolidated financial statements have been prepared by
Life Energy & Technology Holdings Inc. (the "Company" or "LETH") pursuant to the
rules and  regulations  of the Securities  and Exchange  Commission  promulgated
under the Securities  Exchange Act of 1934 as amended.  Certain  information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principals have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of the Company's
management,  the  consolidated  financial  statements  include  all  adjustments
(consisting  only of adjustments  of a normal,  recurring  nature)  necessary to
present fairly the financial information set forth herein. Operating results for
the six month period ended November 30, 2002 are not  necessarily  indicative of
the results that may be expected for year ending May 31, 2003.


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








[BALANCE OF THIS PAGE INTENTIONAL LEFT BLANK]
















                                     Page 3

<PAGE>

<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                      Unaudited Consolidated Balance Sheets
                    As of November 30, 2002 and May 31, 2002

                                                                                  30-Nov-02         31-May-02
<S>                                                                             <C>              <C>
ASSETS
  Current assets:
      Cash                                                                              $7,827            $1,056
      Accounts receivable                                                           25,000,000                $0
      Gross investment (net of unearned income)- current portion                             0           813,819
                                                                                ---------------  ----------------
         Total current assets                                                       25,007,827           814,875

  Property and equipment (net of accumulated depreciation of
        ($14,892 at 11/30/02 and $10,234 at 5/31/02)                                 2,472,893         2,477,551

  Other assets:
      Gross investment (net of unearned income)                                              0        23,559,559
      Investment in affiliate                                                          288,964           288,964
      Equipment deposit                                                             14,750,000        14,750,000
                                                                                ---------------  ----------------

        Total assets                                                               $42,519,684       $41,890,949
                                                                                ===============  ================

LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Accounts payable                                                               $1,685,275        $1,670,999
     Salaries & benefits payable                                                     5,043,377         3,719,375
     Interest payable                                                                   59,346            53,661
     Bank overdraft                                                                     59,094            27,986
                                                                                ---------------  ----------------
         Total current liabilities                                                   6,847,092         5,472,021

     Notes payable to shareholders                                                   5,140,414         4,954,178
     Advance payable to officer                                                      1,480,732         1,349,632
                                                                                ---------------  ----------------
         Total liabilities                                                           6,621,146         6,303,810

     Net liabilities of discontinued operations to be disposed of                      631,773           674,239

  Shareholders' Equity:

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

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

     Common stock, $.002 par value; authorized 100,000,000 shares,
      issued and outstanding 19,841,893 at 11/30/02 and at 5/31/02                      39,684            39,684
     Additional paid in capital                                                      4,502,679         4,502,679
     Accumulated deficit                                                             5,220,220         6,241,426
                                                                                ---------------  ----------------
         Total shareholders' equity                                                 28,419,673        29,440,879
                                                                                ---------------  ----------------

         Total liabilities & shareholders' equity                                  $42,519,684       $41,890,949
                                                                                ===============  ================
</TABLE>


See the notes to the financial statements.

                                       F-1

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                 Unaudited Consolidated Statements of Operations
   For the Six and Three Months Ended November 30, 2002 and November 30, 2001


                                                           Six Mos.        Six Mos.        Three Mos.      Three Mos.
                                                           30-Nov-02      30-Nov-01        30-Nov-02       30-Nov-01

<S>                                                       <C>             <C>             <C>              <C>
Sales revenues                                                      $0    $11,997,381               $0     $11,997,381
Cost of sales                                                        0     (9,381,634)               0      (9,381,634)
                                                         --------------  -------------    -------------   -------------
Gross profit on sales                                                0      2,615,747                0       2,615,747

General and administrative expenses:
     Salaries & benefits expense                             1,276,243      1,114,937          646,723         611,674
     Administration expenses                                   218,856        493,924           68,857         262,469
                                                         --------------  -------------    -------------   -------------
    Total general and administrative expenses                1,495,099      1,608,861          715,580         874,143
                                                         --------------  -------------    -------------   -------------

Net income (loss) from continuing operations               (1,495,099)      1,006,886        (715,580)       1,741,604

Other income (expense):
    Amortization of unearned income                            408,726              0          408,726               0
    Gain on sale                                               217,896              0          217,896               0
    Gain (Loss) on investment in affiliate                           0        139,222                0         139,342
    Interest expense                                          (195,193)      (190,479)         (95,097)        (95,669)
                                                         --------------  -------------    -------------   -------------

Net income (loss) before tax provision                      (1,063,671)       955,629         (184,056)      1,785,277

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

Net income (loss) from continuing operations                (1,063,671)       955,629         (184,056)      1,785,277

Net income (loss) from discontinued operations                  42,465        (7,480)           37,221           9,621
                                                         --------------  -------------    -------------   -------------
Net income (loss)                                          ($1,021,206)      $948,149        ($146,835)     $1,794,898
                                                         ==============  =============    =============   =============

Basic net income (loss) per common share
 Income (loss) from continuing operations                       ($0.05)         $0.05           ($0.01)          $0.09
 Income (loss) from discontinued operations                      $0.00         ($0.00)           $0.00           $0.00
                                                         --------------  -------------    -------------   -------------
 Income (loss) per share                                        ($0.05)         $0.05           ($0.01)           $0.09
                                                         ==============  =============    =============   =============

Fully diluted net income (loss) per common share
 Income (loss) from continuing operations                       ($0.05)         $0.03           ($0.01)          $0.06
 Income (loss) from discontinued operations                      $0.00         ($0.00)           $0.00           $0.00
                                                         --------------  -------------    -------------   -------------
 Income (loss) per share                                        ($0.05)         $0.03           ($0.01)          $0.06
                                                         ==============  =============    =============   =============

Weighted average of common shares outstanding:
 Basic                                                      19,841,893     20,891,893       19,841,893      20,891,893
 Fully diluted                                              19,841,893     28,331,709       19,841,893      28,265,614
</TABLE>

See the notes to the financial statements.

                                       F-2

<PAGE>

<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
                 Unaudited Consolidated Statements of Cash Flows
            For the Six Ended November 30, 2002 and November 30, 2001




                                                                                            30-Nov-02         30-Nov-01
<S>                                                                                          <C>                  <C>
Operating Activities:
  Net income (loss) from continuing operations                                               ($1,063,671)         $955,629

  Adjustments to reconcile net loss items
    not requiring the use of cash:
     Depreciation                                                                                  4,658           196,300
     (Gain) Loss on investment in affiliate                                                            0          (139,222)
     Net income recognized from sales type lease                                                       0        (2,615,747)
     Amortization of unearned income                                                            (408,726)                0
     Gain on sale                                                                               (217,896)                0
     Salary expense                                                                            1,324,002           616,201
     Interest expense                                                                            191,921           185,113

Changes in operating assets and liabilities:
     Accounts payable                                                                             14,276            70,800
     Bank overdraft                                                                               31,107             5,009
                                                                                          ---------------  ----------------
Net cash provided by (used by) operations                                                       (124,329)         (725,917)

Investing Activities:
     Purchase and acquisition of property and equipment                                                0                 0
                                                                                          ---------------  ----------------
Net cash provided by (used by) investing activities                                                    0                 0

Financing activities:
     Advances from shareholder                                                                   131,100           727,741
                                                                                          ---------------  ----------------
Net cash provided by financing activities                                                        131,100           727,741

Net cash provided by continuing operations                                                         6,771             1,824

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

Cash balance at end of the period                                                                 $7,827            $1,899
                                                                                          ===============  ================

Supplemental disclosures of cash flow information:
     Interest paid during the period (continuing operations)                                      $1,427                $0
     Interest paid during the period (discontinued operations)                                        $0           $13,210
     Income taxes paid during the period (continuing operations)                                      $0                $0
     Income taxes paid during the period (discontinued operations)                                    $0                $0
</TABLE>




See the notes to the financial statements.

                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                    Life Energy and Technology Holdings, Inc.
       Unaudited Consolidated Statement of Changes in Shareholders' Equity
              From Inception, November 3, 2000 to November 30, 2002



                                       Common      Common    Preferred    Preferred       Paid in      Accumulated
                                       Shares     Par Value    Shares       Value         Capital       Deficit          Total

<S>                                   <C>         <C>         <C>          <C>           <C>             <C>            <C>
Balance at inception                           0         $0           0            $0            $0              $0             $0

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

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

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

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

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

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

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

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

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

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

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

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

Net income (loss)  for the period                                                                        (1,021,206)    (1,021,206)
                                    ------------- ---------- ----------- -------------  ------------ --------------- --------------

Balance at November 30, 2002          19,841,893    $39,684   6,853,989   $18,657,090    $4,502,679      $5,220,220    $28,419,673
                                    ============= ========== =========== =============  ============ =============== ==============
</TABLE>








See the notes to the financial statements.

                                       F-4

<PAGE>




                   Life Energy and Technology Holdings, Inc.
            Unaudited Notes to the Consolidated Financial Statements
          For Six Months Ended November 30, 2002 and November 30, 2001


Note 1. Nature of Business and Significant Accounting Policies

Life Energy and Technology  Holdings,  Inc. (the Company),  formerly Health-Pak,
Inc., is a Delaware state corporation organized in December 1987. On December 4,
2000,  the  Company  merged  with Life Energy and  Technology,  Ltd.,  a company
organized on November 3, 2000 in the Republic of Ireland. Upon the conclusion of
the merger  transaction,  the Company  changed its to Life Energy and Technology
Holdings, Inc (LIFE).

The Company is the  developer  the Biosphere  Process(TM)1  System,  which is an
autonomous multifuel micro-power  electricity generation system that the company
is marketing to sell or to lease to government  entities and  corporate  clients
worldwide.  The  current  officers  and  principal  shareholders  of the Company
completed the development of the Biosphere  Process(TM) System in mid-year 2000.
The Biosphere Process(TM) System, a mobile, modular,  micro-power plant consumes
and recycles 100% of traditional waste materials such as; municipal solid waste,
agricultural and forestry wastes,  industrial or medical wastes,  animal wastes,
and/or  traditional  fossil fuels (coal,  oil, gas, peat) or oil industry wastes
such as while producing renewable electricity.  The Company recognized its first
sale's in November 2001.

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

Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting  principles requires management to make reasonable
estimates  and  assumptions  that affect the reported  amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the financial statements and for
the period they include. Actual results may differ from these estimates.

Revenue and Cost Recognition- The Company recognizes sale revenues upon delivery
of the Biosphere  Process(TM)  System to the buyer.  Costs of sales includes the
costs to  manufacture  and deliver the system to the purchaser and is recognized
upon the complete manufacture and delivery of the system to the buyer. Leases of
the  Biosphere  Process(TM)  System are  accounted  for as a sales  type  lease.
Accordingly,  the sales revenue recorded is the net present value of the minimum
lease payments to be received over the life of the lease using the interest rate
implicit in the lease contract at lease inception.  The net of the total minimum
lease payments to be received on the lease and the unamortized  present value of
unearned  income is  recorded in the balance  sheet as "gross  investment".  The
unearned  income of the lease is amortized to the statement of operations  using
the interest rate method over the term of the lease.

                                       F-5

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

<PAGE>


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

Property and Equipment- Property and equipment are stated at cost.  Depreciation
expense is computed  using the  straight-line  method over the estimated  useful
life of the asset. The following is a summary of the estimated useful lives used
in computing depreciation expense:

           Furniture                             7 years
           Biosphere Process(TM)System          25 years
           Office equipment                      3 years

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

Investment in Subsidiary- The Company owns a 40% interest in Life Energy Natural
Resources  Inc., a company  affiliated to the Company by common  ownership.  The
Company accounts for this investment using the equity method.  Accordingly,  the
investment  is recorded at cost and adjusted for the Company's pro rata share of
income or losses incurred by LENR for the fiscal year.

Long Lived Assets- The Company  reviews for the impairment of long-lived  assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be  recoverable.  An impairment  loss would be recognized  when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.

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




                                       F-6

<PAGE>


Note 2. Earnings per Share

The Company  applies SFAS No. 128,  Earnings per Share.  In accordance with SFAS
No.  128,  basic net income per share has been  computed  based on the  weighted
average of common  shares  outstanding.  Diluted  net income per share gives the
effect of outstanding stock options and outstanding  preferred stock convertible
into common stock.  The treasury  stock method is used to calculate the dilutive
effect  of  stock  options  issued  and the  "if  converted"  method  is used to
calculate the dilutive effect of the convertible preferred stock outstanding.

All of the net income  reported in the  financial  statements  is  available  to
common shareholders.

Net income (loss) per common share has been computed as follows:

<TABLE>
<CAPTION>
                                11/30/02         11/30/01         11/30/02        11/30/01
                                  Basic          Diluted            Basic         Diluted
<S>                             <C>                <C>             <C>            <C>
Net Income (loss) from
 continuing operations           ($1,021,206)      $955,629         ($184,056)    $1,785,277
                               ==============  =============    ==============  =============

Weighted average of
 shares outstanding               19,841,893     20,891,893        19,841,893     20,891,893

Weighted average of
 options outstanding                       0        585,827                 0        519,732

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

Total equivalent shares           19,841,893     28,331,709        19,841,893     28,265,614
                               ==============  =============    ==============  =============

Fully diluted net income
(loss) per common
share from continuing
operations                            ($0.05)         $0.03            ($0.01)         $0.06
                               ==============  =============    ==============  =============
</TABLE>


Options  to  purchase  8,093,750  shares of common  stock  and  preferred  stock
convertible  into 6,853,989  shares of common stock were outstanding at November
30,  2002 and  November  30,  2001.  The share  equivalents  of the  options and
convertible  preferred  outstanding  were not  included  in the  computation  of
diluted  earnings per share for the six months and three  months ended  November
30, 2002 because their effect would have been antidilutive.


                                       F-7

<PAGE>


Note 3. Common Stock Options

As part of compensation to employees and consultants, the Company granted common
stock  options from unissued  common stock during fiscal year 2002.  The Company
has no  formal  stock  option  plan  for  its  employees.  The  following  table
summarizes  information  about common stock options  outstanding at November 30,
2002.

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

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

     Outstanding at May 31, 2001                          8,093,750      $0.13     2.43

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

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

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

     Outstanding at November 30, 2002                     8,093,750      $0.13     1.00
                                                      ==============
</TABLE>


Note 4. Discontinued Operations

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

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


                                       F-8

<PAGE>


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

The  following  are  the  balance  sheet  for  the  discontinued  operations  of
Health-Pak, Inc. as of November 30, 2002 and May 31, 2002.


<TABLE>
<CAPTION>
                                                          30-Nov-02       31-May-02
       ASSETS
<S>    <C>                                                <C>             <C>
         Current assets:
            Cash                                                $3,685        $10,686
            Accounts receivable                                154,296         84,959
            Inventory                                          170,341        155,115
                                                        ---------------  -------------

                Total current assets                           328,322        250,760

         Property and equipment:
            Land                                               200,000        200,000
            Building                                           586,000        586,000
            Machinery & equipment                               60,000         60,000
            Leasehold improvements                               3,000          3,000
            Office equipment                                     6,500          6,500
            Less accumulated depreciation                     (104,521)       (89,200)
                                                        ---------------  -------------
                Net property and equipment                     750,979        766,300
                                                        ---------------  -------------


       Total Assets                                         $1,079,301     $1,017,060
                                                        ===============  =============


       LIABILITIES & SHAREHOLDERS' EQUITY


         Current liabilities:
            Liabilities subject to compromise                 $105,918       $171,867
            Liabilities not subject to compromise              298,174        290,933
                                                        ---------------  -------------

                Total current                                  404,092        462,800
       liabilities

            Liabilities subject to compromise                  507,883        450,765
            Liabilities not subject to compromise              695,832        668,466
            Loan payable to shareholder                        103,267        109,267

         Shareholders' Equity:
            Common stock                                       $11,384        $11,384
            Additional paid in capital                       2,686,748      2,686,748
            Accumulated deficit                             (3,329,905)    (3,372,370)
                                                        ---------------  -------------
                 Total shareholders' equity                   (631,773)      (674,238)
                                                        ---------------  -------------

       Total liabilities & shareholders' equity             $1,079,301     $1,017,060
                                                        ===============  =============
</TABLE>



                                       F-9

<PAGE>


The following are the statement of operations for the discontinued operations of
Health-Pak,  Inc. for the nine months  ended  November 30, 2002 and November 30,
2001.

<TABLE>
<CAPTION>
                                                                   30-Nov-02      30-Nov-01
<S>    <C>                                                          <C>            <C>
       Net sales                                                      $457,815       $539,563
       Cost of sales                                                  (219,334)      (278,439)
                                                                  -------------  -------------

       Gross profit                                                    238,481        261,124

       General and administrative expenses:

       Administration expense                                          195,984        270,381
                                                                  -------------  -------------

           Total general and administrative expenses                   195,984        270,381
                                                                  -------------  -------------

       Net income (loss) before other income and expense                42,497        (9,257)

       Other income (expense):
           Rental Income                                                     0         14,987
           Interest expense                                                (32)       (13,210)
                                                                  -------------  -------------

       Loss before extraordinary item, discontinued
          operations and income tax provision                           42,465         (7,480)

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


       Net loss                                                        $42,465        ($7,480)
                                                                  =============  =============
</TABLE>


Note 5.  Commitments and Contingencies

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



                                      F-10

<PAGE>


Note 6. Income Taxes


<TABLE>
<CAPTION>
                                                                 30-Nov-02        30-Nov-01
<S>  <C>                                                        <C>              <C>
     Net income (loss) before provision for income taxes         ($1,063,671)        $955,629
                                                               ==============   ==============
     Current tax expense:

     Federal                                                              $0               $0
     State                                                                 0                0
                                                               --------------   --------------

     Total                                                                $0               $0

     Less deferred tax benefit:

     Loss carry-forward                                           (3,625,644)      (2,962,291)
     Allowance for recoverability                                  3,625,644        2,962,291
                                                               --------------   --------------

     Provision for income taxes                                           $0               $0
                                                               ==============   ==============
</TABLE>


A  reconciliation  of  provision  for  income  taxes  at the  statutory  rate to
provision for income taxes at the Company's effective tax rate is as follows:


<TABLE>
<S>  <C>                                                        <C>              <C>
     Statutory U.S. federal rate                                        34%               34%
     Statutory state and local income tax                               10%               10%
     Timing differences                                                -44%              -44%
                                                              --------------    --------------

     Effective rate                                                      0%                0%
                                                              ==============    ==============

     Deferred income taxes are comprised of the following:

     Loss carry-forward                                           3,625,644         2,962,291
     Allowance for recoverability                                (3,625,644)       (2,962,291)
                                                              --------------    --------------

     Deferred tax benefit                                                $0                $0
                                                              ==============    ==============
</TABLE>

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




                                      F-11

<PAGE>


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

In November  2001,  the  Company  entered  into a contract  for the lease of two
Biosphere  Process(TM)2  Systems  with a  private  company  located  in  Beirut,
Lebanon. The lease called for the payment of $2,020,000 per year for twenty-five
years. According to the lease, the Company maintained a security interest in the
two systems and is not liable for any ongoing  maintenance  costs for the upkeep
and operating of the machines.  As a result of the transaction,  the Company had
recorded  a  gross  investment  asset  of the  lease  payments  to be  received,
discounted at an interest rate of 6.68%,  of $24,373,378 on the balance sheet at
May 31, 2002.

In  November  2002,  the  lease was  converted  to an  outright  sale of the two
machines.  As per the sales  agreement,  the Company will  receive  payments $25
million  over the next  twelve  months.  The  Company  recognized  a gain in the
statement of operations of $217,896 as a result of the transaction.

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

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

In addition,  the net liabilities of the  discontinued  operations of Health-Pak
Inc pose  significant  off  balance  sheet  risk that could be in excess of that
represented  on the balance  sheet at November 30, 2002.  The  Company's  wholly
owned subsidiary, Health-Pak, Inc., has filed petitions for relief under Chapter
11 of the federal  bankruptcy laws in the United States  Bankruptcy Court in the
northern District of New York in June 2000. In the event of a forced liquidation
of the subsidiary by the bankruptcy court, the value received by the Company for
the assets of its subsidiary  could be  significantly  less than the fair market
value of these assets estimated by management.


Note 8. Related Party Transactions

During the six months  ended  November  30,  2002,  the  president  advanced the
Company  $131,000 for its operations.  Total advances from the president to date
are $1,480,732.  The Company pays interest to the president on these advances of
8.50%.  Total  interest  payable at November 30, 2002 for the advances  from the
president are $59,346.


                                      F-12

<PAGE>


Upon the  Company's  inception in November  2000,  certain  shareholders  of the
Company  loaned  $4,370,000 to the Company for operations and the Company issued
unsecured  promissory  notes in return.  The promissory  notes carry interest of
8.5% and mature in a balloon payment in November 2003. Total interest payable at
November 30, 2002 on the notes is $770,383.


Note 9. Property and Equipment

A summary of property and  equipment at November 30, 2002 and May 31, 2002 is as
follows:


                                      11/30/02           5/31/02

     Land                              $2,459,890        $2,459,890
     Office equipment                      27,895            27,895
     Accumulated depreciation            (14,892)          (10,234)
                                    --------------     -------------

     Total                             $2,472,893        $2,477,551
                                    ==============     =============


Note 10. Reclassifications

Certain  accounts on the  financial  statements  for November 30, 2001 have been
reclassified to conform to the November 30, 2002 presentation.


Note 11. Subsequent Event

In January 2003, the Company entered into a an agreement with a California based
private company to sell five Biosphere Process(TM)3 Systems for $11 million each
with an option to purchase an additional  five hundred and ninety five units for
use in China.  The agreement  calls for a cash payment for five units for 50% of
the agreed  sales price prior to the  delivery of the units with the balance due
over a thirty-six month period.








                                      F-13


<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

Background.

Life Energy and Technology  Holdings,  Inc. (the Company),  formerly Health-Pak,
Inc., is a Delaware state corporation organized in December 1987. On December 4,
2000, the Company acquired Life Energy and Technologies Holdings, Ltd. (LIFE), a
company  organized  in  November  2000 in the  Republic  of  Ireland.  Upon  the
conclusion  of the  merger  transaction,  the  Company  changed  its  name  from
Health-Pak, Inc. to Life Energy and Technology Holdings, Inc.

The acquisition  has been accounted for as a reverse  acquisition of the Company
by LIFE. Life was deemed the accounting acquirer in the transaction.

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

In  February  2001  the  Company  took  delivery  in  Ireland  of two  Biosphere
Process(TM) systems.  The costs to build these systems,  which were manufactured
in Russia, was $9,500,000.  These systems were transferred the Middle East where
they were leased to clients.

In November 2001, the Company entered into a contract to lease the two Biosphere
Process(TM)4 Systems to a private company located in Beirut,  Lebanon. The lease
calls for the payment of $2,020,000 per year for twenty-five years. According to
the lease, the Company  maintains a security  interest in the two systems and is
not liable for any ongoing maintenance costs for the upkeep and operating of the
machines.  As a result of the  transaction,  the  Company  had  recorded a gross
investment asset of the lease payments to be received, discounted at an interest
rate of 6.68%, of $24,373,378 on the balance sheet at May 31, 2002.

In  November  2002,  the  lease was  converted  to an  outright  sale of the two
machines.  As per the sales  agreement,  the Company will  receive  payments $25
million  over the next  twelve  months.  The  Company  recognized  a gain in the
statement of operations of $217,896 as a result of the transaction.







                                     Page 4

<PAGE>


General Statement: Factors That May Affect Future Results.

With the  exception of  historical  information,  the matters  discussed  herein
contain forward looking statements under the 1995 Private Securities  Litigation
Reform  Act that  involve  various  risks and  uncertainties.  Typically,  these
statements are indicated by words such as "anticipates,"  "expects," "believes,"
"plans,"  "could," and similar  words and phrases.  Factors that could cause the
Company's  actual results to differ  materially from  management's  projections,
forecasts,  estimates  and  expectations  include  but  are not  limited  to the
following:

*    Inability of the company to secure additional financing;

*    Unexpected economic changes in the Russia,  northern Africa, and the United
     States; and

*    The imposition of new  restrictions  or regulations by government  agencies
     that affect the Company's waste disposal process.

To the extent possible,  the following  discussion will highlight the activities
solely of the  Company's  efforts in  developing  and  marketing  the  Biosphere
Process(TM)  systems from the date of the  Acquisition  Agreement on December 4,
2000 through November 30, 2002.

     I.   Consolidated Results of Operations.

(Six month comparison)

Salaries and benefits  expenses for the six months ended  November 30, 2002 were
$1,276,243 as compared to $1,114,937 for the six months ended November 30, 2001.
Currently there are twelve contracted  employees as opposed to eleven last year.
Salaries  and benefits  expenses  are somewhat  higher this period due to annual
increases for some of the employees in the United States.

Administrative expenses for the six months ended November 30, 2002 were $218,856
as compared to $399,088 for the six months ended  November 30, 2001.  Below is a
table comparing the  administrative  expenses of the firm for the quarters.  The
main reason for the higher  administrative  expense in for the six months  ended
November 30, 2001 was the depreciation on the two Biosphere Process(TM)5 Systems
that were being used as  demonstration  models  from  February  2001 to November
2001.



                                     Page 5

<PAGE>


                                           30-Nov-02        30-Nov-01

   Promotion                                        $0           $4,167
   Depreciation office equipment                 4,658            4,658
   Depreciation machines                             0          191,642
   Professional fees and consulting             98,116          124,303
   Telephone                                    13,012           14,688
   Office administration                        10,769           22,407
   Office rent                                     850              850
   Travel costs                                 91,452          131,209
                                          -------------    -------------

   Total                                      $218,856         $493,924
                                          =============    =============


After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $1,495,099  for the six months ended November 30, 2002
as compared to a gain of $1,006,886  for the six months ended November 30, 2001.
The  Company  has only two sales of  Biosphere  Process(TM)6  Systems  that were
recognized in the second  quarter of fiscal year 2003.  There have been no other
sales since then,  which  accounts  for the  disparity in the net income or loss
from continuing operations.

As a result of the sale in the second  quarter of fiscal year 2003,  the Company
was  amortizing  the  unearned  income  portion of the sales type lease to other
income over the  twenty-five  year life of the lease beginning in November 2001.
However,  the lessee to the contract  agreed in November 2002 to pay the Company
$25  million  over the next year in lieu of payments  over the next  twenty-five
years.  As a result,  the  Company  has  recognized  a gain of  $217,896  in the
statement of operations in the second quarter of fiscal 2003.

The Company  recognized a gain of $139,222  from its  investment  in Life Energy
Natural Resources Inc. (LENR) a joint venture with a Swiss corporate partner, of
which the Company  owns a 40% equity  interest  in the second  quarter of fiscal
year 2002. Interest expense for the first six months ended November 30, 2002 was
$195,193 as compared to $190,479  for the six months  ended  November  30, 2001.
Most of the interest expense is the result of the promissory notes of $4,370,000
issued to some of the  Company's  shareholders  at the  Company's  inception  in
November 2000.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations of $1,063,671 for the first six months ended November 30,
2002 as compared to a gain of $955,629  for the six months  ended  November  30,
2001. After deducting the results from the discontinued operations of Health-Pak
Inc., the Company  experienced a net loss of $1,021,206 for the first six months
ended  November  30, 2002 as  compared to income of $948,149  for the six months
ended November 30, 2001.

                                     Page 6

<PAGE>


On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.05 for the first six months  ended  November  30, 2002 and income of $.03 per
share for the six months ended November 30, 2001.

(Three month comparison)

Salaries and benefits expenses for the three months ended November 30, 2002 were
$646,723 as compared to $611,674 for the three  months ended  November 30, 2001.
Currently there are twelve contracted  employees as opposed to eleven last year.
Salaries  and benefits  expenses  are somewhat  higher this period due to annual
increases for some of the employees in the United States

Administrative  expenses  for the three  months  ended  November  30,  2002 were
$68,857 as compared to $262,469 for the three  months  ended  November 30, 2001.
Below  is a table  comparing  the  administrative  expenses  of the firm for the
quarters. The main reason for the higher administrative expense in for the three
months  ended  November  30,  2001  was the  depreciation  on the two  Biosphere
Process(TM)7  Systems that were being used as demonstration models from February
2001 to November 2001.


                                            30-Nov-02         30-Nov-01

      Promotion                                      $0               $0
      Depreciation office equipment               2,316            4,658
      Depreciation machines                           0           93,715
      Professional fees and consulting           15,793           91,824
      Telephone                                   8,878           11,811
      Office administration                       5,421            1,534
      Office rent                                   850              425
      Travel costs                               35,600           58,502
                                           -------------     ------------

      Total                                     $68,857         $262,469
                                           =============     ============


After deducting  administrative expenses, the Company recognized a loss from its
continuing  operations of $715,580 for the three months ended  November 30, 2002
as compared to a gain of  $1,741,604  for the three  months  ended  November 30,
2001. The Company has had only two sales of Biosphere  Process(TM)8 Systems that
were  recognized in the second  quarter of fiscal year 2003.  There have been no
other sales since then,  which  accounts for the  disparity in the net income or
loss from continuing operations.




                                     Page 7

<PAGE>


As a result of the sale in the second  quarter of fiscal year 2003,  the Company
was  amortizing  the  unearned  income  portion of the sales type lease to other
income over the  twenty-five  year life of the lease beginning in November 2001.
However,  the lessee to the contract  agreed in November 2002 to pay the Company
$25  million  over the next year in lieu of payments  over the next  twenty-five
years.  As a result,  the  Company  has  recognized  a gain of  $217,896  in the
statement of operations in the second quarter of fiscal 2003.

The Company  recognized a gain of $139,222  from its  investment  in Life Energy
Natural Resources Inc. (LENR) a joint venture with a Swiss corporate partner, of
which the Company  owns a 40% equity  interest  in the second  quarter of fiscal
year 2002.

Interest  expense for the three  months  ended  November 30, 2002 was $95,095 as
compared to $95,669 for the three  months ended  November 30, 2001.  Most of the
interest expense is the result of the promissory  notes of $4,370,000  issued to
some of the Company's shareholders at the Company's inception in November 2000.

After adding other income and expenses,  the Company experienced a loss from its
continuing  operations of $184,056 for the three months ended  November 30, 2002
as compared to a gain of  $1,785,277  for the three  months  ended  November 30,
2001. After deducting the results from the discontinued operations of Health-Pak
Inc., the Company  experienced a net loss of $146,835 for the three months ended
November 30, 2002 as compared to income of $1,794,898 for the three months ended
November 30, 2001.

On a per share basis, fully diluted,  the Company  experienced loss per share of
$0.01 for the three months ended  November 30, 2002 and income of $.06 per share
for the three months ended November 30, 2001.


     II.  Discussion of Financial Condition: Liquidity and Capital Resources

At November 30, 2002, the Company had working capital of $18,160,735 as compared
to a deficit  $4,657,146 at the end of fiscal year 2002. Most of the increase in
the working  capital is the result of the conversion of the sales lease contract
from  payments  to be  received  over a  twenty-five  year  period to a one-year
period.  Another  affect on working  capital is the  accrual of  salaries to the
employees.  The employees of the Company have not yet been paid their contracted
salaries.  At November  2002,  the Company  owed its  employees  $5,043,377  for
salaries unpaid to date. At May 31, 2002, unpaid salaries were $3,719,375.

Cash on hand was $7,827 at November 30, 2002.  Cash increased  during the period
from $1,056 at the end of fiscal 2002.  The  president  of the Company  advanced
$131,100 during the period and operations used $124,329.

Total assets at November 30, 2002 were $42,519,684 as compared to $41,890,949 at
May 31, 2002.

                                     Page 8

<PAGE>


Stockholders'  equity  decreased  to  $28,419,673  at  November  30,  2002  from
$29,440,879  at May 31, 2002 solely as a result of the net loss from  operations
of $1,021,206.

During the coming  fiscal  year,  the Company  projects  significant  additional
expenditures  in  connection  with  the  manufacture  of the  Company's  already
contracted  Biosphere  Process(TM)  systems if the financing for the cost of the
manufacture  of the systems is attained.  The Company is currently  obligated to
purchase 50  machines  for $250  million  dollars  from its  vendor.  Management
expects acquire the financing to manufacture the Biosphere  Process(TM)9 Systems
through a combination of traditional  bank credit  facilities,  several of which
are presently being negotiated by management; internally generated revenues; and
the issuance of additional Company securities.

As of the date of this Report,  management is concluding financing  arrangements
fro additional  financing to complete the  manufacture of the first 50 Biosphere
Process(TM)10  Systems nor has any plans for a secondary  offering of its common
stock been  finalized.  Although,  these  negotiations  are at an advanced stage
management  cannot positively assert that it will be successful in attaining the
financing needed to conclude the manufacturing of these Biosphere systems in the
foreseeable future.

     III. Inflation and Other Considerations

During the past few years'  inflation in the United  States and most part of the
world has been relatively  stable which is expected to have a beneficial  effect
upon the Company's  operations.  In light of the strong perceived demand for the
Biosphere system, particularly in developing countries, management believes that
the  terms it  offers  for the lease of these  systems  have been  competitively
priced in  relation  to  alternative  products.  In  management's  opinion,  low
inflation and relatively stable economic conditions are expected to continue for
the  foreseeable  future.  However,  should the world economy  again  experience
double  digit  inflation  rates,  as was the case in the past,  the impact could
adversely  affect the Company's  ability to effectively  compete in its overseas
markets. In particular,  adverse economic conditions in the world will typically
have the most severe impact upon developing countries that, at the present time,
constitute the Company's primary target market.  Further,  technological changes
may also impact the competitiveness of the Company's pricing for its systems and
the imposition of regulatory  controls may increase the cost of manufacturing or
operating the Biosphere Process(TM)11 Systems in the future.



                                     Page 9

<PAGE>


Item 7. Financial Statements.

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


Item 6. Selected Financial Data

<TABLE>
<CAPTION>
                                                       30-Nov-02          30-Nov-01
<S>    <C>                                            <C>              <C>
       Cash and Cash Items                                 $7,827           $50,337
       Marketable Securities                                   $0                $0
       Notes and Accounts Receivable                           $0                $0
       Allowances for Doubtful Accounts                        $0                $0
       Inventory                                               $0                $0
       Other Current Assets                                    $0                $0
       Total Current Assets                           $25,007,827          $200,474
       Property, Plant & Equipment                     $2,472,893        $2,487,785
       Accumulated Depreciation                           $14,892            $5,602
       Total Assets                                   $42,519,684       $29,746,605
       Total Current Liabilities                       $6,847,092        $3,999,809
       Bonds, Mortgages & Debt
         Net of Current Portion                        $5,140,414        $4,768,961
       Preferred Stock                                $18,657,090       $18,657,090
       Common Stock                                       $39,684           $41,784
       Other Shareholders' Equity                      $4,502,679          ($21,277)
       Total Liabilities &
        Shareholders' Equity                          $42,519,684       $29,746,605

       Sales of Tangible Products                              $0       $11,997,381
       Cost of Tangible Goods Sold                             $0        $9,381,634
       Total Administrative Expenses                   $1,495,099        $1,514,025
       Other Income and Expenses                               $0          $139,222
       Interest Expense                                  $195,193          $285,315
       Income Tax Expense                                      $0                $0
       Gain (Loss) from Continuing Operations         ($1,063,671)         $955,629
       Loss from Discontinued Operations                  $42,465          ($7,480)
       Net Income (Loss)                              ($1,021,206)         $948,149
       Income (Loss) Per Share-Basic                       ($0.05)            $0.05
       Income (Loss) Per Share-Diluted                     ($0.04)            $0.05
</TABLE>




                                     Page 10

<PAGE>


                           PART II OTHER INFORMATION


ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits:

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

99.1     *      CEO Certification Pursuant to the Sarbanes-Oxley Act

99.2     *      CFO Certification Pursuant to the Sarbanes-Oxley Act

*       Filed herewith


     (b) Reports on Form 8-KSB: None

















                                     Page 11

<PAGE>


                                   SIGNATURES


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


DATED: January 20, 2003

                     LIFE ENERGY & TECHNOLOGY HOLDINGS INC.
                         ------------------------------
                                   Registrant


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













                                    Page 12


<PAGE>



                                 CERTIFICATIONS

     I, Dr. Christopher McCormack, certify that:

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

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

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

Date: January 20, 2002

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



     I, Michael Liberatore, certify that:

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

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

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

Date: January 20, 2002

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