<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                   FORM 10-QSB

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




                         Quarter Ended February 28, 1999

                       Commission File Number 33-24483-NY





                                HEALTH-PAK, INC.
             (Exact name of Registrant as specified in its Charter)


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

1208 Broad Street, Utica, NY                    13501
(Address of principal executive offices)       (Zip Code)

Same
(Former Address)                               (Zip Code)
</TABLE>

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



INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES    NO X
   ---   ---

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

<TABLE>
<S>                                            <C>
           Class                               Outstanding at February 28, 1999

Common stock, $0.002 par value                            15,490,009

</TABLE>





<PAGE>



                                      INDEX

Part I.  Financial information


<TABLE>
         <S>                                                       <C>
         Item 1. Condensed consolidated financial statements:

                 Balance sheet as of February 28, 1999 and
                 May 31, 1998                                             F-2

                 Statement of income (loss) for nine and three
                 months ended February 28, 1999 and 1998                  F-3

                 Statement of cash flows for nine months
                 ended February 28, 1999 and 1998                         F-4

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



         Item 2. Management's discussion and analysis of
                 financial condition
</TABLE>


Part II. Other information


Signatures





<PAGE>



                          PART I FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.

         The following condensed consolidated financial statements have been
prepared by Health-Pak, Inc. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Company's
management, the condensed consolidated financial statements include all
adjustments (consisting only of adjustments of a normal, recurring nature)
necessary to present fairly the financial information set forth therein.
Operating results for the three month period and the nine month period ended
February 28, 1999 are not necessarily indicative of the results that may be
expected for the year ending May 31, 1999.

         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, 1998.

<TABLE>
<S>                                                                     <C>
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Balance Sheet as of February 28, 1999 and May 31, 1998                       F-2

Statement of Income for
Three Months and Nine Months ended February 28, 1999                         F-3

Statement of Cash Flows
For Nine Months Ended February 28, 1999                                      F-4

Notes to Condensed Consolidated Financial Statements                  F-5 to F-8
</TABLE>






<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

    CONDENSED CONSOLIDATED BALANCE SHEET - FEBRUARY 28, 1999 AND MAY 31, 1998



<TABLE>
<CAPTION>
                                     ASSETS

                                                February 28,       May 31,
                                                    1999            1998
                                                    ----            ----
<S>                                            <C>             <C>
Current assets:
  Cash                                          $    43,285     $    31,905
  Receivables, trade, net of
   allowance of $13,500                             416,723         641,152
  Inventory                                       1,384,639       1,572,320
  Note receivable                                    89,039          89,039
  Prepaid expenses                                   44,885          83,870
                                                -----------     -----------
    Total current assets                          1,978,571       2,418,286
                                                -----------     -----------

Property and equipment:
  Land                                              120,000
  Building                                          483,662
  Machinery and equipment                           401,351         315,978
  Leasehold improvements                            133,593         133,598
  Office equipment                                  110,130         110,130
  Automotive equipment                               21,021          21,021
                                                -----------     -----------
                                                  1,269,757         580,727
  Less accumulated depreciation                     295,500         248,417
                                                -----------     -----------
                                                    974,257         332,310
                                                -----------     -----------

Other assets:
  Investments in affiliated Company                 135,027         135,027
  Deposits                                           25,841          32,888
  Loan acquisition fees
   and costs, net                                    44,145           3,240

  Deferred offering expenses                         24,882          99,530
  Deferred income taxes                              83,115          83,115
  Cash surrender value, officers'
   life insurance                                    33,942          33,942
  Officer's loan                                      1,200           1,200
                                                -----------     -----------
                                                    348,152         388,942
                                                -----------     -----------
                                                $ 3,300,980     $ 3,139,538
                                                ===========     ===========


                                   LIABILITIES

Current liabilities:
  Current portion of long-term debt             $   552,703     $   748,806
   Accounts payable                                 737,837         811,730
   Payroll and sales tax payable and
    Accrued expenses                                128,674          98,508
                                                -----------     -----------
      Total current liabilities                   1,419,214       1,659,044
                                                -----------     -----------
Long-term debt, net of current
  portion                                           852,457          44,004
                                                -----------     -----------

  Commitments

  Minority interest in consolidated subsidiary                       11,279
                                                -----------     -----------

  Shareholders' equity:
   Common stock, .001 par value 2,000,000
     shares authorized, none issued
   Common stock, .002 par value 2,000,000
     shares authorized, issued and
     outstanding, 15,490,009                         30,980          30,980
    Common stock subscriptions, unissued             56,781
    Additional paid in capital                    2,304,334       2,304,334
    Deficit                                      (1,362,786)       (910,103)
                                                -----------     -----------
                                                  1,029,309       1,425,211
                                                -----------     -----------
                                                $ 3,300,980     $ 3,139,538
                                                ===========     ===========
</TABLE>



            See notes to condensed consolidated financial statements.



                                       F-2





<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

             NINE AND THREE MONTHS ENDED FEBRUARY 28, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                  Nine months ended             Three months ended
                                                                     February 28,                    February 28,
                                                                1999            1998            1999             1998
                                                                ----            ----            ----             ----

<S>                                                          <C>             <C>             <C>             <C>
Net sales                                                     $1,876,659      $2,682,952       $ 365,110       $ 925,456

Cost of sales                                                  1,456,161       1,905,704         478,484         676,797
                                                              ----------      ----------       ---------       ---------

Gross profit (loss)                                              420,498         777,248        (113,374)        248,659

Selling, general and
administrative expenses                                          648,776         790,923         216,882         286,341
                                                              ----------      ----------       ---------       ---------

Loss from operations                                            (228,278)        (13,675)       (330,256)        (37,682)
                                                              ----------      ----------       ---------       ---------

Other income (expense):
  Gain on investments in
   affiliated company                                                              4,390
  Interest expense                                              (152,377)        (95,872)        (71,199)        (34,102)
  Amortization                                                   (83,304)         (6,012)        (27,120)         (2,679)
                                                              ----------      ----------       ---------       ---------

                                                                (235,681)        (97,494)        (98,319)        (36,781)
                                                              ----------      ----------       ---------       ---------

Loss before minority
 interest                                                       (463,959)       (111,169)       (428,575)

Minority interest in
 income (loss) of
 consolidated subsidiary                                          11,279          43,131                           8,618
                                                              ----------      ----------                       ---------

Net income (loss)                                             $ (452,680)     $  (68,038)      $(428,575)      $ (65,845)
                                                              ==========      ==========       =========       =========

Earnings per common and dilutive common
 equivalent share:

  Basic and fully diluted                                     $     (.03)     $      .00       $    (.03)      $    0.00
                                                              ==========      ==========       =========       =========

Weighted average number of common shares outstanding:

  Basic and fully diluted                                     15,490,009      15,490,009      15,490,009      15,490,009
                                                              ==========      ==========      ==========      ==========

</TABLE>

            See notes to condensed consolidated financial statements.

                                       F-3








<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                  NINE MONTHS ENDED FEBRUARY 28, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                                        1999              1998
                                                                                        ----              ----

<S>                                                                                     <C>                <C>
Operating activities:
  Net loss                                                                            $(452,680)         $(68,038)
  Adjustments to reconcile net income
   to cash provided by operating activities:
     Depreciation                                                                        47,083            37,126
     Amortization                                                                        83,304             5,000
     Gain on investments in subsidiaries                                                                   (4,390)
     Gain (loss) on minority interest in
      consolidated subsidiary                                                           (11,279)          (43,133)
     Changes in other operating assets
      and liabilities:
       Accounts receivable                                                              224,429          (124,943)
       Inventory                                                                        187,681           (65,296)
       Prepaid expenses                                                                  31,004            (6,156)
       Accounts payable                                                                 (73,893)          213,749
       Accrued expenses                                                                  31,584           (32,724)
       Deposits                                                                           7,047            (1,378)
       Loan fees                                                                        (41,580)           11,744
                                                                                       --------          --------

       Net cash provided by (used in)
        operating activities                                                             32,700           (78,439)
                                                                                       --------          --------

Investing activities:
  Purchase of property and equipment                                                   (689,030)          (26,345)
                                                                                       --------          --------

       Net cash used in investing activities                                           (689,030)          (26,345)
                                                                                       --------          --------

Financing activities:
  Proceeds from common stock subscriptions                                               56,781
  Proceeds from financing                                                               731,351           220,012
  Proceeds from officers' loan                                                          190,399
  Payment of debt                                                                      (310,821)          (25,070)
                                                                                       --------          --------

       Net cash provided from financing activities                                      667,710           194,942
                                                                                       --------          --------

Net increase in cash                                                                     11,380            90,158

Cash, beginning of period                                                                31,905           233,330
                                                                                       --------          --------

Cash, end of period                                                                    $ 43,285          $323,488
                                                                                       ========          ========

Supplemental disclosures and cash flow information:
  Cash paid during the year for:
    Interest                                                                           $152,877          $ 95,872
                                                                                       ========          ========
    Income taxes                                                                       $      0          $      0
                                                                                       ========          ========

</TABLE>


            See notes to condensed consolidated financial statements.



                                       F-4





<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-QSB.
     Accordingly, they do not included all of the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements. In the opinion of management, all adjustments considered
     necessary for a fair presentation have been included. The results of
     operations for the nine months ended is not necessarily indicative of the
     results to be expected for the full year. For further information, refer to
     the consolidated financial statements and footnotes thereto included in the
     Company's annual report for the year ended May 31, 1998 included in its
     Annual Report filed on Form 10-KSB.

2.  Principles of consolidation:

    The accompanying consolidated financial statements also include the accounts
     of the Company and its 65% owned subsidiary, Protective Disposal Apparel,
     LLC. Inter-company transactions and balances have been eliminated in
     consolidation.

3.  Nature of business:

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

    The Company maintains manufacturing facilities in upstate New York, Mexico
     and to a lesser extent Haiti. In addition to paper goods, the Company also
     manufactures a sporting goods accessory item, sales of which were minimal
     for the nine months ended February 28, 1999. The Company's sales are spread
     throughout the United States.

4.  Inventories:

    Inventories consist of:

<TABLE>
<CAPTION>

                                                February 28             May 31
                                                    1999                 1998
                                                    ----                 ----
        <S>                                      <C>                 <C>
        Raw materials                            $  354,998          $  483,696
        Finished goods                            1,029,641           1,088,624
                                                 ----------          ----------
                                                 $1,384,639          $1,572,320
                                                 ==========          ==========

</TABLE>

                                       F-5




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.  Note receivable:

    The Company is due $89,039 from the minority interest owner of its
     subsidiary, Protective Disposable Apparel Co., LLC. This amount represents
     the subsidiary portion of the purchase cost of the business which the
     Company paid on behalf of the minority shareholder. The note receivable is
     non-interest bearing, unsecured and indefinite in maturity.

6.  Corporate debt:

<TABLE>
<CAPTION>

                                                                  Rate         Amount     Maturity
                                                                  ----         ------     --------
        <S>                                         <C>         <C>        <C>            <C>
        Credit line, Foothill Capital
         Corporation                                (a)         10.75%     $  456,746
        Note payable, Manifest Group                (b)            10%          8,364     July, 1999
        Note payable, Waste Mgmt. of N.Y.           (c)            10%            960     June, 1999
        Note payable, Resource Capital Corp.        (d)            10%          2,107     March, 2000
        Note payable, Resource Capital Corp.        (e)            10%          1,012     September, 1999
        Note payable, Resource Capital Corp.        (f)            10%          1,745     July, 1999
        Note payable, City of Utica                 (g)             3%        140,298     June, 2005
        Note payable, bank                          (h)      Prime +2%        245,833     November, 2013
        Note payable, bank line of credit           (i)          11.5%         37,719     May, 2001
        Note payable, U.S. SBA                      (j)          5.85%        245,265     December, 2018
        Note payable, Acclaim Leasing               (k)            10%         74,712     November, 2001
        Notes payable, officer                      (l)            n/a        190,399
                                                                           ----------
                                                                            1,405,160
        Less current portion                                                  552,703
                                                                           ----------

                                                                           $  852,457
                                                                           ==========
</TABLE>

        (a)  The Company opened a line of credit with Foothill Capital
             Corporation in September 1996. The loan ceiling amount is based on
             a percentage formula of eligible accounts receivable and inventory.
             The rate of interest at February 28, 1999 was 10.75%.

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

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

        (d)  Note payable is collateralized by equipment with a cost of $6,796.
             The note is payable in installments of $170 per month including
             interest.



                                       F-6





<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


6.  Corporate debt (continued):

      (e) Note payable is collateralized by equipment with a cost of $5,296. The
note is payable in installments of $155 per month including interest.

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

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

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

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

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

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

      (l) Note payable is unsecured and has no stated interest rate or repayment
terms.

      Maturities of long-term debt as of February 28, 1999 are as follows:


<TABLE>
<CAPTION>

               Year                                         Amount
               ----                                         ------
         <S>                                             <C>
         February 29, 2000                               $  552,703
         February 28, 2001                                   90,804
         February 28, 2002                                   73,215
         February 28, 2003                                   46,481
         February 28, 2004                                   47,630
         Thereafter                                         594,327
                                                         ----------
                                                         $1,405,160
                                                         ==========
</TABLE>


                                       F-7




<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


7.   Income taxes:

     The components of deferred tax assets and liabilities are as follows:

<TABLE>
           <S>                                                    <C>
           Deferred tax assets:
              Bad debt allowances                                 $    500
              Net operating loss carryfoward                       114,115
                                                                  --------
                                                                   114,615
                                                                  --------
           Deferred tax liability:
              Depreciation                                             900
                                                                  --------

           Deferred tax asset                                      113,715

           Valuation allowance                                      30,600
                                                                  --------

           Net deferred tax asset                                 $ 83,115
                                                                  ========
</TABLE>

     As of February 28, 1999, the Company has available, for tax reporting
      purposes, net operating loss carryovers of approximately $640,000 which
      expire through 2013.

8.   Related party transactions:

     Officers loans are unsecured and non-interest bearing. Officers have
      indicated that they will not be repaid in the current year. In addition,
      the Company has advanced funds to its minority interest partner,
      Protective Disposal Apparel, in the amount of $89,039.

9.   Stock options:

     As of February 28, 1999, all common stock options have expired.

10.  Earnings per share:

     Primary earnings per share is computed based on the weighted average
      number of shares outstanding plus the shares that would have been
      outstanding if any outstanding common stock options, which are considered
      to be common stock equivalents were converted to shares of common stock.
      However, according to FASB 128, potential issuances of common stock
      options are excluded from the calculation of earnings per share when an
      entity incurs a loss from operations, and the potential increase in the
      number of shares outstanding would result in a lower loss per share.
      Common stock options at February 28, 1999 and 1998 were -0- and 1,600,150,
      respectively.

     Reconciliation of shares used in computation of earnings per share:

<TABLE>
<CAPTION>
                                                             February 28, 1999       February 28, 1998
                                                             -----------------       -----------------
        <S>                                                     <C>                     <C>
        Weighted average of shares actually
         outstanding                                             15,490,009              15,490,009
        Common stock options                                              -                       -
                                                                 ----------              ----------

        Primary and fully diluted weighted
         average common shares outstanding                       15,490,009              15,490,009
                                                                 ==========              ==========
</TABLE>

11.  Subsequent events:

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

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



                                       F-8




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

I. Financial Condition and Liquidity

Introduction

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

(a) FINANCIAL CONDITION

ASSETS

         Total assets increased by 161,422 at February 28, 1999 when compared to
the year ended May 31, 1998, and increase of approximately 5.2% this increase is
largely due to the acquisition by the Company of its plant facility in Utica,
New York, which took place in July, 1998.

         Total assets decreased by 428,620 during the quarter ended February 28,
1999 when compared to the six months period ended November 30, 1998, a decrease
of approximately 12%.

         The increase in assets at February 28, 1999 was also slightly enhanced
by additions to cash (increased by $11,380 compared to the year ended May 31,
1998), and machinery and equipment (which increased by $85,373 reflecting
additional equipment purchases). These increases were also offset by reductions
in inventory (down by approximately $187,681 from the year ended May 31, 1998)
and prepaid expenses (down by $38,985) and a decrease in accounts receivable
(down by $224,429).

         The increase in cash for the nine months ended February 28, 1999 was
due to the fact that Anthony J. Liberatore, President of the Company, loaned
$55,000 to the Company during the period to offset the dislocation of cash
caused by the purchase of the building occupied by the Company in July, 1998.

         The decrease in receivables at February 28, 1999 is caused by the fact
that the Company had lower sales activity during the nine month period ended at
February 28, 1999. Inventory decreased slightly as a normal part of experiencing
lower sales for the nine month period and because of the Company's decision to
remove certain non-profitable items from its line. At February 28, 1999,
inventory was approximately 12% lower than at the year end.

There were no significant purchases of machinery and equipment during the
quarter. During the nine months ended February 28, 1999 approximately $70,000
was spent on the acquisition of machinery to manufacture tissue paper which will
be added to the Company's line of products.

         In summary, total assets increased by 5.2% at February 28, 1999 when
compared to the year ended May 31, 1998 and decreased by 12% since the quarter
ended November 30, 1998. The primary reason for the increase since the year end
has been previously identified as the result of purchasing the Company's plant
facility and the purchase of machinery and equipment. These purchases will, of
course, be offset by increases in liabilities to the extent that the properties
were financed.


                                        1




<PAGE>



LIABILITIES

         Current liabilities have decreased by $239,230 during the nine month
period ended February 28, 1999 compared to the year ended May 31, 1998. The
principal reason for this reduction arises from the fact that accounts payable
were reduced significantly by February 28, 1999 (by approximately $73,893 during
the nine months ended February 28, 1999) and payroll and sales taxes were
further slightly reduced for the period. These reductions were offset by
increases in the current portion of long term debt, bank notes payable and
officer's loans to the Company.

         The increase in the current portion of long term debt arises largely
from the liability incurred by acquiring the Company's plant facility in Utica,
which was purchased in July, 1998, and was financed during the quarter ended
August 31, 1998. The current portion of long term debt was also slightly
influenced by the purchase of machinery and equipment during the nine months
ended February 28, 1999. The increase in bank notes payable indicates additional
borrowing by the Company on its credit line and notes payable to officers
reflects the loan made by the Company's president in the amount of $55,000.

         In the quarter ended November 30, 1998 we reported that a significant
portion of the loan covering the building purchased in the previous quarter in
the amount of $240,000 was due in December, 1998 and was accounted for as a
short term debt in current liabilities. It was anticipated that this loan would
be replaced by a long term SBA loan, which would then permit the reversal of
this entry as a short term liability. The loan was subsequently replaced by the
anticipated long term SBA loan before maturity in December. Therefore, in the
quarter ended November 30, 1998, the long term portion of that loan has been
accounted for as a long term liability and is the reason for the dramatic drop
in the current portion of long term debt for this period compared to the last
quarter (i.e. $301,472 was reported as the current portion of long-term debt in
the quarter ended August 31, 1998 and only $96,907 at November 30, 1998). Total
current liabilities were lower by $239,830 because of this adjustment when
compared to the year ended May 31, 1998; however, except as noted above, total
current liabilities at February 28, 1999 were otherwise quite comparable to the
year ended May 31, 1998.

         Total current liabilities for the quarter ended February 28, 1999 are
approximately $239,830 lower when compared to the year end, but this is not
significant when you take into account the fact that the company had a
substantial increase in long term liabilities associated with the acquisition of
its real property as stated above.

         It should also be noted that accounts payable were further reduced in
the nine months ended February 28, 1999 by $73,893 when compared to the year
ended May 31, 1998. This reflects the application of additional cash during the
period to the payment of payables.

         Liability for payroll taxes varies with the number of employees at any
given time and the date upon which the period falls. There was an increase in
this account of approximately $30,166 during the nine months period ended
February 28, 1999 when compared to the year ended at May 31, 1998.


                                        2




<PAGE>



         Long term debt at February 28, 1999 was increased by $808,453 when
compared to the year ended May 31, 1998. As stated previously, this increase was
caused by the addition of further debt to finance the purchase of the plant
facility and machinery and equipment purchases during the period. This account
was also increased from the previously reported $680,249 at the end of November
30, 1998 for the reasons stated above (i.e. because of the transfer of debt from
short term to long term as stated above).

         While total liabilities increased by some $568,623 at February 28, 1999
compared to the year ended May 31, 1998 which was as expected from the debt
acquired in connection with the acquisition of the real property made in July,
1998.

         The increase in liabilities since the year end is balanced by an
increase in total assets of $161,442 at February 28, 1999 and a decrease in
assets of $428,620 at February 28, 1999 compared to the second quarter ended
November 31, 1998.

         Also, while the company experienced a lower operating profit at
February 28, 1999 compared to the year end and the end of the first quarter, the
net loss for the nine months ended February 28, 1999 was higher than for
previous periods because of increased amortization and interest expense and is
reflected in the fact that the Company's deficit was greater at February 28,
1999 by approximately $452,683 compared to the year end and by $428,576 compared
to the quarter ended November 30, 1998. See "RESULTS OF OPERATIONS".

         Management believes that, except for taking into account the fact that
the Company purchased the real property and the machinery and equipment referred
to above, there has been no significant change in the financial condition of the
Company during the quarter.

         See "RESULTS OF OPERATIONS" for additional information. for information
regarding liquidity, see Subparagraph (b) "LIQUIDITY" below. For additional
information relating to the financial condition of the Company, also see
"INFLATION" and "TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS".

(b)  LIQUIDITY

         The Company had sufficient liquid assets to meet its obligations at the
end of February 28, 1999. Working capital at February 28, 1999 was $559,357
compared to $759,242 at the year ended May 31, 1998, a decrease due to the added
burdens of increased current debt resulting from acquisitions of property and
notes payable to banks. For comparison purposes, working capital at the end of
November 30, 1998 was $771,802.

         As we have described above, working capital at February 28, 1999 was
greatly affected by accounting for the current portion of the debt incurred by
the Company to acquire its plant facility. A portion of the debt as originally
structured was due in December 1998; however, it was to be replaced by a long
term SBA loan which was not closed by the end of the first quarter. When this
loan was closed, the current portion of long term debt was adjusted to reflect
the disposition of the loan. This explains why working capital at November 30,
1998 was $771,802 compared to $559,357 at February 28, 1999.

         Principal short-term liabilities at February 28, 1999 were $552,703 in
the current portion of long term notes due, $737,837 in accounts payable and
payroll taxes due of $128,674 for a total of $1,419,214 in short term
liabilities. Against this total, at February 28, 1999, the Company had liquid
current assets consisting of cash in the amount of $43,285 receivables of
$416,723, inventory in the amount of $1,384,639 and notes receivable of $89,039
and prepaid expenses of $44,885 for a total of $1,978,571.


                                        3




<PAGE>




         At February 28, 1999, management also had at its disposal a credit line
of $850,000 of which approximately $80,000 was available at November 30, 1998.
The credit line was increased in 1998 to $850,000 from $750,000 last year. The
Company may find it necessary to replace its credit facility in the near future;
however it is waiting for a conclusion with respect to its private offering
before taking action in this area.

         In summary, management believes that the Company will have sufficient
liquidity and adequate working capital to fund the Company's operations during
the current fiscal year, including support for its planned expansion of sales.

         Management is planning additional equity financing which, if completed,
could add substantially to the Company's liquidity in the near future and would
afford the Company the opportunity to make new acquisitions and to expand its
business. There is no assurance that the Company will be successful in its
attempts to raise additional capital at an affordable cost.

         The principal source of funds for the Company's operations during
quarter ended February 28, 1999 has been from operating revenues and proceeds
from its credit line, as reflected in the Company's financial statements.

II.  RESULTS OF OPERATIONS

(a)  NET SALES

         Net sales at the nine month period ended February 28, 1999 were
$1,876,659. This compares with net sales of $2,682,952 for the nine month period
ended February 28, 1998. While the difference is $806,293 a decrease of
approximately 30.1% from 1998 to 1999, it must be looked at from the point of
view that the Company took deliberate action to eliminate a certain percentage
of sales in the quarter ended November 30, 1998 that were not profitable. This
elimination, combined with shipping differences (i.e. during the second quarter
ended November 30, 1998, orders which are usually shipped in this period were
made early enough during the last fiscal year to be shipped in the year ended
May 31, 1998) and a general downturn in industry orders (which the Company also
serves in addition to the medical supply industry) resulted in lower sales for
this period.

         Net sales at the end of the three month period ended February 28, 1999
were also lower than for the same period last year (i.e. net sales for 1999 were
$365,110 for the quarter compared to sales of $925,456 in 1998, a difference of
$560,346, or approximately (60.5%). Lower sales during the quarter ended
February 28, 1999 resulted from a continuation of the factors describe above,
except that shipping differences were not involved, but the other factors
mentioned above had more of an impact in this period.

         Sales which were eliminated from the Company's line because of
unprofitability included nurses caps, shoe covers and surgical masks among
others and represented products which were primarily manufactured by others.

         The Company is now seeing a turnaround in demand from industry as
orders are beginning to improve and sales are increasing now in that area.



                                        4




<PAGE>


         Net sales in the nine month period ended February 28, 1999 were not
affected by price changes or significant additions from new business during the
period to increase sales to former levels.

         As for the future in terms of increasing sales, the Company has entered
into an agreement with Jake Industries, Inc. ("Jake") and its principal
shareholders to acquire the substantial part of the assets of Jake as a going
concern. Located in New Jersey, Jake is a manufacturer of paper products to the
medical and institutional industries which includes toilet tissue paper for
institutions and tissue gowns. Revenues are presently approximately $2 million
per annum; however, the Company believes that these revenues can be greatly
expanded with its own network of customers and new business which the Company
will seek to obtain after the closing.

         The acquisition agreement for Jake calls for the payment of more than
$300,000 cash and the issuance of stock to the shareholders of Jake. The Company
has not yet closed this agreement as of the date of this report and is awaiting
currently planned additional financing to support the purchase of Jake.

         The Company is also looking forward to entering into the tissue paper
supply business with the purchase of its machinery and equipment for the
production of tissue paper. Management believes that there is an excellent
market opportunity for this type of product. While the acquisition of Jake will
enhance the Company's entry into this market, the Company is prepared to move
ahead in this area with or without the acquisition.

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

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

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

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

         There were again no significant contributions to revenues from the sale
of the "Rigg" (a sling designed to hold basketballs, soccer balls and baseballs,
among other things, allowing free use of the hands and arms) a non-medical
product offered for consumer use beginning in 1995 and the Company is still
awaiting marketing efforts of others to see important revenues from this
product.

         However, based on the potential of the new products mentioned above,
the new markets opened by the Company and the addition of PDA's sales and
customers, management believes the Company will grow again in terms of overall
net revenues for 1999.


                                        5




<PAGE>


         For additional information see Item 1. "DESCRIPTION OF BUSINESS" in the
company's 10-KSB report for the year ended May 31, 1998.

(b)  COST OF SALES

         The elimination of unprofitable sales did result in a higher cost of
sales percentage for the nine months ended February 28, 1999 compared to 1998
(i.e. 77.6% for 1999 compared to 71.0% for 1998) which, combined with higher
costs for selling, general and administrative expenses for the nine months ended
February 28, 1999 resulted in an increased loss from operations fro 1999
compared to 1998.

         In addition, the Company did experience a significant increase in cost
of sales for the three months ended February 28, 1999 compared to the three
months ended February 28, 1998 (i.e. cost of sales at the end of three months
ended February 28, 1999 was at 131% compared to 73.1% for the same period in
1998). This result occurred because the Company suffered a loss of approximately
$104,250 in inventory in its Mexican production facility. This facility was
inherited from the PDC acquisition and operated as a separate contractor with
the Company. When requested to deliver an inventory count, it was noticed that
part of the inventory consisting mainly of raw materials, was missing. The
Company immediately took steps to terminate its relationship with this facility
and will perform the operations previously made in Mexico at its plant in Utica,
New York. The Company does not anticipate any dislocation because of this move
and further, does not expect any substantial negative impact on cost of sales or
profitability because management believes the work done in Mexico can be easily
replaced in its own plant without significant increases in costs.

         The effect of the Company's action to discontinue unprofitable sales
was clearly evident in the quarter ended November 30, 1998 which showed cost of
sales of only 72.3%. It was because of this low percentage that the impact of
the higher cost of sales percentage for the quarter ended November 30, 1998 was
less significant and the average cost of sales for the nine months ended
February 28, 1999 was more significant overall. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION" in the 10-QSB report filed for the quarter ended
November 30, 1998.

         It should be remembered that the cost of sales increased in 1997 to
73.8% with the introduction of PDA products as part of the Company line.
Management pointed out that the PDA products were initially introduced at a
higher cost basis than the Company's products. These differences which resulted
in a cost of sales for more recent periods that is higher than the Company's
usual standards.

(c)  GROSS PROFITS

         Gross profits for the nine months ended February 28, 1999 were lower by
$356,750 than gross profits for the comparable period in 1998 primarily due to
the fact that net sales for the nine months ended February 28, 1999 were also
lower by approximately 22.4% for that period compared to February 28, 1998.
Expressed as a percentage of net sales, gross profits were 22.4% of net sales
for the nine months ended February 28, 1999 as compared to 28.9% of net sales
for the same period in 1998. The decrease occurs because of the higher cost of
sales percentage for the nine months ended February 28, 1999 compared to the
nine months ended February 28, 1998. The higher cost of sales percentage was
incurred in this period because of certain difficulties experienced in the three
months ended February 28, 1999 (see below). this compares with a gross profit
percentage of 32.2% at the year ended May 31, 1998.


                                        6




<PAGE>


         For the three months ended February 28, 1999 gross profits expressed as
a percentage of net sales was (31.1%) compared with 36.8% for the comparable
period in 1998. The lower gross profit percentage for the three months ended
February 28, 1999 is caused by both lower sales and a high cost of sales
percentage for that period as explained above. As previously stated, this period
was influenced by a loss of inventory, lower sales because of the elimination of
unprofitable products and because of a downturn in industry orders.

(d)  SELLING, GENERAL AND ADMINISTRATIVE COSTS

         Selling, general and administrative costs for the nine months ended
February 28, 1999 were substantially lower when compared to the same period last
year. This was due to the fact that the two principal officers of the Company
waived their salaries during this period and one other officer (mainly concerned
with the operations of PDA) resigned and was not replaced during the period.

         Selling, general and administrative costs were also lower in the three
months ended February 28, 1999 for the same reasons stated above.

         As has been said, the elimination of unprofitable business in recent
months and the price increases effected for the PDA products during the 1997
fiscal year, among other things, influenced the higher cost basis for products
in the nine months period ended February 28, 1999 and, combined with high
selling, general and administrative costs in that period resulted in no
improvement in income from operations for the first nine months of the 1999
fiscal year compared to the same period in 1998 which showed a loss of ($13,675)
compared to the ($228,278) loss from operations for the nine months ended
February 28, 1999. Selling, general and administrative expenses were also lower
for the three months ended February 28, 1999 for the same reasons described
above.

(e)  INTEREST AND AMORTIZATION EXPENSES

         Interest expenses increased by approximately $56,500 in the nine months
period ended February 28, 1999 compared to the previous period in 1998. This
reflects additional borrowing by the Company during the period. Amortization
also increased during the period to account for the additional debt incurred by
the acquisition of the Company's plant facility in July, 1998.

         These expenses combined to result in a net loss for the nine months
ended February 28, 1999 as it did for February 28, 1998. However, the loss for
the nine months ended February 28, 1999 was more significant because of the
increases in interest costs and amortization. These same factors combined to
produce a net loss for the three months ended February 28, 1999 compared to the
three months period ended February 28, 1998 which showed a loss of ($65,845),
because the full weight of the amortization costs were not in place as yet.

         In order to offset the costs of borrowing and amortization, it will be
necessary for the Company to increase its net sales by either adding additional
products, services or customers or by making an acquisition. The Company is
undertaking to do this now by its proposed plan to increase sales and by
arranging for additional financing to allow acquisitions which management has
had in mind as well as the acquisition of Jake Industries Inc., discussed above,
which is scheduled shortly. In addition, the Company believes that with its new
tissue products, (i.e. toilet tissue for industrial use and tissue paper for
examination tables in medical and veterinary offices) it will open new markets
and sales.


                                        7




<PAGE>


         For information with respect to the possible effect of future trends on
operations, see the discussion under the caption "TRENDS AFFECTING LIQUIDITY,
CAPITAL RESOURCES AND OPERATIONS."

III.  CAPITAL RESOURCES

         On July 21, 1998 the Company acquired its plant facility in Utica, New
York for a purchase price of $600,000. As part of the agreement to purchase the
building, all back rent (the Company was withholding rent for repairs) except
for $50,000 was forgiven. The Company was paying $7,500 per month for rental of
this facility.

         Also, during the nine months ended February 28, 1999, the Company
purchased additional machinery and equipment to manufacture tissue paper for its
planned entry into the market for such products, including toilet tissue for
institutional customers and tissue paper for examination tables. There were no
other significant increases in the purchase of any other property or equipment.

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

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

IV.  INFLATION

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

V.  TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS

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



                                        8




<PAGE>



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

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

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

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

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


                                        9




<PAGE>



                            PART II OTHER INFORMATION


ITEM 5.  OTHER INFORMATION

         Effective January 8, 1999, the Company adopted a reverse split of its
Common Stock on the basis of one (1) new share for every fifteen (15) presently
issued shares of Common Stock.

         Based on the 15,490,009 shares of Common Stock outstanding at January
8, 1998, the new total number of new outstanding shares are 1,032,667.

         A new CUSIP number has been issued to identify post-split shares from
pre-split shares.

         Shareholders are not required to surrender their presently issued
certificates; however they may do so voluntarily or the certificates will be
exchanged when presented for transfer.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

             11 - Calculation of primary and fully-diluted income (loss) per
                  share. Reference is made to Note  16 of the financial
                  statements, incorporated herein by reference.

         (b) Reports on Form  8-KSB

             None.


                                       10




<PAGE>



                                   SIGNATURES

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


                                             HEALTH-PAK, INC




                                              /s/ Anthony J. Liberatore.
                                              --------------------------
                                                  Anthony J. Liberatore
                                                         President
                                                 Chief Operating Officer
Dated:  February 9, 2001


                                              /s/ Michael A. Liberatore
                                              -------------------------
                                                  Michael A. Liberatore
                                                      Vice President
                                                 Chief Financial Officer

Dated: February 9, 2001


                                       11