<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 November 30, 2000

                       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)

    2005 Beechgrove Place, Utica, NY                   13501
(Address of principal executive offices)             (Zip Code)
</TABLE>

           Same                                      (Zip Code)
    (Former Address)

                                 (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.

<TABLE>
<S>                                            <C>
           Class                               Outstanding at November 30, 2000
Common stock, $0.002 par value                            5,691,893
</TABLE>


                                     Page 1





<PAGE>



                                      INDEX

<TABLE>
<CAPTION>
Part 1. Financial information                                                        Page 3
<S>                                                                                  <C>
     Item 1. Condensed Consolidated Financial Statements:

             Balance sheet as of November 30, 2000 and May 31, 2000                    F-2

             Statement of income  (loss) for six months ended  November 30, 2000
             and 1999                                                                  F-3

             Statement of cash flows for six months ended  November 30, 2000 and
             1999                                                                      F-4

             Notes to condensed consolidated financial statements                  F-5 to F-8
</TABLE>

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

Part II. Other information

Signatures

Exhibits

                                     Page 2






<PAGE>


                         PART I: FINANCIAL INFORMATION

ITEM 1. Financial statements.

     The following condensed consolidated financial statements have been
prepared by Health-Pak, Inc. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the company's
management, the condensed consolidated financial statements include all
adjustments (consisting only of adjustments of a normal, recurring nature)
necessary to present fairly the financial information-set forth herein.
Operating results for the six month period ended November 30, 2000 are not
necessarily indicative of the results that may be expected for year ending May
31, 2001.

     On December 4, 2000, The Company acquired Life Energy & Technology
Holdings, Ltd., ("LETH") a corporation organized under the laws of the Republic
of Ireland. Since these financial statements are historical and the occurrences
reported herein took place prior to the acquisition of LETH, no financial
information is presented herein for LETH in this report.

     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, 2000.


                                     Page 3






<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                       NOVEMBER 30, 2000 AND MAY 31, 2000


<TABLE>
<CAPTION>
                                     ASSETS
                                                                                November 3,             May 31
                                                                                   2000                  2000
                                                                                   ----                  ----
<S>                                                                              <C>                 <C>
Current assets:
  Cash                                                                           $    7,304          $    15,726
  Receivables, trade, net of allowance
   of $6,000 and $6,000                                                             168,501              171,043
  Inventory                                                                         186,487              197,813
  Prepaid expenses                                                                    4,393                7,298
                                                                                 ----------           ----------
    Total current assets                                                            366,685              391,880
                                                                                 ----------           ----------
Property and equipment, net of depreciation                                         818,495              841,226
                                                                                 ----------           ----------
Other assets:
  Loan acquisition fees and costs, net                                               38,786               40,317
  Cash surrender value, officer's life insurance                                        300                  300
Officer's loan                                                                                             1,200
                                                                                 ----------           ----------
                                                                                     39,086               41,817
                                                                                 ----------           ----------
                                                                                 $1,224,266           $1,274,923
                                                                                 ==========           ==========
<CAPTION>
                                LIABILITIES AND SHAREHOLDERS'S EQUITY (DEFICIENCY)
<S>                                                                              <C>                 <C>
Current liabilities:
  Current portion of long-term debt                                              $  214,081          $   177,046
  Notes payable                                                                     180,887              248,824
  Accounts payable                                                                  470,645              440,948
  Payroll and sales tax payable and
   accrued expenses                                                                 310,481              221,927
                                                                                 ----------           ----------
    Total current liabilities                                                     1,176,094            1,088,745
                                                                                 ----------           ----------
Long-term debt, net of current portion                                              514,941              552,224
                                                                                 ----------           ----------
Officers loan payable                                                                 2,800              139,913
                                                                                 ----------           ----------
Net liabilities of discontinued operations,
 less assets to be disposed of                                                      340,488              341,037
                                                                                 ----------           ----------

Shareholders' equity (deficiency):
  Preferred stock, 5,000,000 shares authorized,
   none issued
  Common stock, .002 par value 20,000,000
   shares authorized; 5,691,893 shares
   issued and outstanding                                                            11,384                5,384
  Additional paid in capital                                                      2,686,748            2,538,558
  Deficit                                                                        (3,508,189)          (3,390,938)
                                                                                 ----------           ----------
                                                                                   (810,057)            (846,996)
                                                                                 ----------           ----------
                                                                                 $1,224,266           $1,274,923
                                                                                 ==========           ==========
</TABLE>


            See notes to condensed consolidated financial statements.

                                       F-2






<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

              SIX AND THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                     Six months ended                     Three months ended
                                                       November 30,                           November 30,
                                                  2000              1999               2000                1999
                                                  ----              ----               ----                ----
<S>                                           <C>                <C>                <C>                <C>
Net sales                                     $  598,359         $  304,574         $  314,744         $  166,804
Cost of sales                                    352,964            407,801            177,110            337,733
                                              ----------         ----------         ----------         ----------
Gross profit (loss)                              245,395           (103,227)           137,634           (170,929)
Selling, general and
administrative expenses                          326,624            298,898            156,028            202,695
                                              ----------         ----------         ----------         ----------
Loss before other income
 (expenses) and
  extraordinary item                             (81,229)          (402,125)           (18,394)          (373,624)
                                              ----------         ----------         ----------         ----------
Other income (expense):
  Rental income                                   19,000                                 9,500
  Interest expense                               (54,913)            54,671            (25,469)           (35,441)
                                              ----------         ----------         ----------         ----------
                                                 (35,913)            54,671            (15,969)           (35,441)
                                              ----------         ----------         ----------         ----------
Loss before
 extraordinary item                             (117,142)          (456,796)           (34,363)          (409,065)

Extraordinary item:
  Gain on extinguishment
   of debt                                                           40,000                                40,000
                                              ----------         ----------         ----------         ----------

Loss from continuing
 operations                                     (117,142)          (416,796)           (34,363)          (369,065)

Loss from discontinued
 operations                                         (108)          (115,662)               (69)           (58,821)
                                              ----------         ----------         ----------         ----------

Net loss                                       ($117,250)         ($532,458)          ($34,432)         ($427,886)
                                              ==========         ==========         ==========         ==========

Loss per basic and dilutive common shares:

  Loss before
   extraordinary item                            ($0.03)             ($0.25)            ($0.00)            ($0.19)

  Extraordinary item                               0.00                0.02               0.00               0.02
                                             ----------           ---------          ---------          ---------

  Loss from continuing
   operations                                     (0.03)              (0.23)              0.00              (0.17)
  Loss from discontinued
   operations                                     (0.00)              (0.06)              0.00              (0.02)
                                             ----------           ---------          ---------          ---------
  Net loss per share                             ($0.03)             ($0.29)            ($0.00)            ($0.19)
                                              =========          ==========         ==========         ==========

Weighted average number of shares outstanding:

  Basic and fully diluted                     3,790,254           1,821,865          4,900,684          2,195,520
                                              =========          ==========         ==========         ==========
</TABLE>




            See notes to condensed consolidated financial statements.

                                       F-3






<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                   SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                        2000               1999
                                                                                        ----               ----
<S>                                                                                  <C>                <C>
Operating activities:
  Loss from continuing operations                                                    ($117,142)         ($416,796)
  Adjustments to reconcile loss from continuing
   operations to cash provided by
    operating activities:
     Depreciation                                                                       22,732             29,165
     Amortization                                                                        1,531              1,531
     Common stock issued for services                                                                      85,997
     Changes in other operating assets
      and liabilities:
       Accounts receivable                                                               2,542              5,240
       Inventory                                                                        11,325            283,272
       Prepaid expenses                                                                  2,904             13,506
       Accounts payable                                                                 29,697             24,697
       Accrued expenses                                                                 88,554             18,578
       Net liabilities of discontinued operations                                         (549)           134,493
                                                                                      --------           --------
        Net cash provided by operating activities                                       41,594            179,683
                                                                                      --------           --------
Financing activities:
  Proceeds form officers' loan                                                          18,277              8,000
  Payment of long-term debt                                                               (248)           (26,585)
  Payment of notes payable                                                             (67,937)           (41,255)
                                                                                      --------           --------
        Net cash used in financing activities                                          (49,908)           (59,840)
                                                                                      --------           --------
Net cash used in continuing operations                                                  (8,314)           119,843
Net cash used in discontinued operations                                                  (108)          (115,662)
                                                                                      --------           --------
Net increase (decrease) in cash                                                         (8,422)             4,181
Cash, beginning of period                                                               15,726                 83
                                                                                      --------           --------
Cash, end of period                                                                   $  7,304           $  4,264
                                                                                      ========           ========
Supplemental disclosures and cash flow information:
  Cash paid during the year for:
    Interest                                                                          $ 15,706           $ 22,128
                                                                                      ========           ========
Non cash investing and financing transactions:
  Common stock issued for officers loan payable                                       $154,190           $ 65,000
                                                                                      ========           ========
</TABLE>


           See notes to condensed consolidated financial statements.

                                       F-4






<PAGE>



                                          HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-QSB.
     Accordingly, they do not include all of the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements. In the opinion of management, all adjustments considered
     necessary for a fair presentation have been included. The results of
     operations for the six 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, 2000 included in its
     Annual Report filed on Form 10-KSB, which is incorporated herein by
     reference.

2.   Nature of business:

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

     The Company is incorporated in the State of Delaware and maintains and owns
     manufacturing and office facilities in Utica, New York, with sales spread
     throughout the United States.

     In December 2000, the Company significantly changed its business with the
     acquisition of Life Energy and Holding Technology Holdings, Ltd. See
     Subsequent events, Note 11, for details.

3.   Restated information:

     As described in Note 10, the Company's subsidiary, Protective Disposable
     Apparel, LLC ceased operations in May 2000. The financial information for
     November 30, 1999 included in the financial statements has been restated as
     if the subsidiary had ceased operations for comparative presentation
     purposes.

4.   Inventories:

     Inventories consist of:

<TABLE>
<CAPTION>
                                     November 30, 2000
                                     -----------------
<S>                                   <C>
        Raw materials                      $ 132,406
        Finished goods                        54,081
                                           ---------
                                           $ 186,487
                                           =========
</TABLE>

                                       F-5






<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.   Property and equipment:

     Major classifications of property and equipment are as follows:

<TABLE>
        <S>                                                          <C>
         Land                                                          $  120,000
         Building                                                         414,627
         Leasehold improvements                                           133,598
         Machinery and equipment                                          397,451
         Office equipment                                                 114,493
         Automotive equipment                                              21,021
                                                                       ----------
                                                                        1,201,190
         Less accumulated depreciation                                    382,695
                                                                       ----------
                                                                       $  818,495
                                                                       ==========
</TABLE>

6.  Notes payable:

<TABLE>
<CAPTION>
                                                                  Rate         Amount     Maturity
                                                                  ----         ------     --------
<S>                                                <C>         <C>          <C>          <C>
        Credit line, Foothill Capital
         Corporation                                (a)         10.75%       $167,560

        Note payable, Waste Mgmt. of N.Y.           (b)            10%          1,660     June, 1999

        Note payable, Manifest Group                (c)            10%          1,667     January, 2000

        Note payable, First Source                  (d)                        10,000     May, 2001
                                                                             --------
                                                                             $180,887
                                                                             ========
</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 August 31, 2000 was 17.5%

        (b)    Note payable is collateralized by equipment with a cost of
               $11,923. The note is payable in installments of $166 per month
               including interest.

        (c)    Note payable is collateralized by equipment with a cost of
               $5,296. The note is payable in two installments of $833 including
               interest.

        (d)    Note is unsecured and bears no stated interest, due in one
               installment of $10,000.



                                       F-6






<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7.    Long-term debt:
<TABLE>
<CAPTION>
                                                                  Rate         Amount     Maturity
                                                                  ----         ------     --------
<S>                                                 <C>      <C>       <C>               <C>
        Note payable, City of Utica                 (a)             3%        146,353     June, 2005
        Note payable, bank                          (b)      Prime +2%        243,055     November, 2013
        Note payable, bank line of credit           (c)          11.5%         41,588     May, 2001
        Note payable, U.S. SBA                      (d)          5.85%        241,307     December, 2018
        Note payable, Colonial Pacific
         Leasing                                    (e)            10%         44,011     November, 2001
        Note payable, Dell Financial
         Services                                   (f)          20.5%          3,366     December 2002
        Note payable, Bancorp Services              (g)            10%          9,342     November, 2001
                                                                             --------
                                                                              729,022
        Less current portion                                                  214,081
                                                                             --------
                                                                             $514,941
                                                                             ========
</TABLE>

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

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

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

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

        (e)    Note payable is collateralized by equipment with a cost of
               $71,333. The note is payable in installments of $2,198 including
               interest.

        (f)    Note payable is collateralized by equipment with a cost of
               $3,849. The note is payable in installments of $155 per month
               including interest.

        (g)    Note payable is collateralized by equipment with a cost of
               $13,019. The note is payable in installments of $401 including
               interest.

        Maturities of long-term debt as of November 30, 2000 are as follows:

<TABLE>
<CAPTION>
                    Year                                               Amount
                    ----                                               ------
       <S>                                                            <C>
       November 30, 2001                                            $214,081
       November 30, 2002                                              48,245
       November 30, 2003                                              47,582
       November 30, 2004                                              48,536
       November 30, 2005                                              40,043
              Thereafter                                             330,535
                                                                    --------
                                                                    $729,022
                                                                    ========
</TABLE>

                                       F-7






<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8.      Earnings per share:
<TABLE>
<CAPTION>
                                                                                   November 30,
                                                                                2000         1999
                                                                                ----         ----
<S>                                                                          <C>             <C>
         Number of shares:
           Weighted average shares
            outstanding, basic and fully diluted                             5,691,893       2,691,893
</TABLE>


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

     Discontinued operations:

     In May 2000, the Company's subsidiary, Protective Disposable Apparel, LLC
     ceased operations and transferred its remaining business to its New York
     facility. Net liabilities, less assets to be disposed of, consisted of the
     following at November 30, 2000:

<TABLE>
<S>                                                                             <C>
           Liabilities:
             Accounts payable                                                   $343,023
             Accrued expenses                                                     12,465
                                                                                --------
                                                                                 355,488

           Assets:
             Accounts receivable                                                  15,000
                                                                                --------
                                                                                $340,488
                                                                                ========
</TABLE>

10.  Subsequent events:

     During 1999 and 2000, several creditors of the Company commenced litigation
     for non-payment of accounts payable. As a result, in June 2000, the
     Company's principal subsidiary Health-Pak, Inc., a New York corporation,
     declared bankruptcy under Chapter 11 of the Bankruptcy Code.

     On December 4, 2000, the Company acquired Life Energy & Technology
     Holdings, Ltd., ("LETH") a corporation organized under the laws of the
     Republic of Ireland. This acquisition significantly changed the Company's
     business, assets, liquidity and net worth, among other factors. Since the
     information presented here is historical, none of the information
     pertaining to LETH is included here or in the financial statements enclosed
     with this report. Life Energy & Technology Holdings, Ltd. became a
     wholly-owned subsidiary of the Company and the Company changed its name to
     "Life Energy & Technology Holdings, Inc." and management of LETH assumed
     control of Health-Pak, Inc. after the closing. Health-Pak, Inc. acquired
     all of the common stock of Life Energy & Technology Holdings, Ltd. in
     exchange for shares of Health-Pak, Inc. common stock. For further
     information, reference should be made to the Form 8-K reports filed by the
     Company for November 3, 2000, December 4, 2000, December 26, 2000, January
     19, 2001, January 25, 2001 and the recently filed amendment on Form 8-KA
     filed on February 5, 2001, which are all incorporated herein by reference.

                                       F-8






<PAGE>


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

I. Financial Condition and Liquidity

Introduction

     On December 4, 2000 Health-Pak, Inc. (The "Company") acquired Life Energy &
Technology Holdings, Ltd., a Corporation organized under the laws of the
Republic of Ireland and changed its name to Life Energy & Technology Holdings
Inc. ("LETH") Leth's assets and business are substantially different from the
assets and business of the Company. Since this report relates to a period when
LETH was not a part of the Company's operations and business, no information
relating to LETH is included in this report or in the discussion that follows.
For information relating to LETH, reference is made to the form 8-K reports
filed for November 3,2000; December 4, 2000; December 26, 2000; January 19,2001;
January 25,2001; and the amendment to form 8-K for December 4, 2001 filed on
February 5, 2001 which are all incorporated herein by reference.

     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.

     The Company also filed for protection under the Bankruptcy Act for its
principal subsidiary, Health-Pak Inc. a New York Corporation. While the Company
itself is not included in the filing, this event had a significant effect on the
Company's assets and operations.

(a) FINANCIAL CONDITION

ASSETS

     Total assets decreased by $50,657 at November 30, 2000 when compared to the
year ended May 31, 2000, a decrease of slightly less than 4%. This decrease
continued the experience of the first quarter of fiscal 2001 (ended August 31,
2000) and continues to be largely due to the reduction in current assets.
Reductions were experienced in all categories including trade receivables,
inventory, prepaid expenses and cash on hand at November 30, 2000. The balance
of the decrease in assets at November 30, 2000 was comprised of reductions in
net property and equipment ($818,495 as compared to $841,317 at May 31, 2000),
loan acquisition fees and costs ($38,786 as compared to $40,317 at May 31, 2000)
and the elimination of officer's loans due in the amount of $1,200.

     The decrease in cash for the six months ended August 31, 2000 was due to
the normal use of cash in the course of the Company's operations. In addition,
as the increase in sales experienced during the first quarter continued into the
second quarter of fiscal 2001 (see discussion below), management continued to
utilize existing inventory to meet the increased product demand. Rather than
expend additional funds to create more inventory because of the bankruptcy this
election accounted for the decrease in inventory at November 30, 2000. The
decline in accounts receivable at November 30, 2000 was, in management's
opinion, only the result of normal variations in payment for goods sold by its
customers.

     Also because of restrictions on cash usage, there were no significant
purchases of machinery and equipment during the quarter. The decline in this
asset at November 30, 2000 was due to normal depreciation on existing equipment
and property.

LIABILITIES

     Current liabilities have increased by $87,349 during the six-month period
ended November 30, 2000 compared to the year ended May 31, 2000. This increase
resulted principally from an increase in payroll, sales taxes and accrued
expenses ($310,481 as compared to $221,927 at May 31, 2000), a slight










<PAGE>


increase in accounts payable ($470,645 compared to $440,948 at May 31, 2000)
and an increase in the current portion of long term debt ($214,081 as
compared to $177,046 at May 31, 2000). These increases were offset in part by a
decrease in notes payable ($180,887 compared to $248,824 at May 31, 2000).
During the first six months officer's loans payable also decreased significantly
to $2,800 from $139,913.

     None of the increases experienced during the first half of fiscal 2001 were
significant and, in the opinion of management, represented normal variations in
the Company's operations. 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 $88,554 during the six month period
ended November 30, 2000 when compared to the year ended at May 31, 2000.

     Long term debt at November 30, 2000 decreased by $37,283 when compared to
May 31, 2000. This decrease resulted from the normal payment of this item by the
Company during the first quarter.

     Management believes that there has been no significant change in the
financial condition of the Company during the first half of fiscal 2001.

     See "RESULTS OF OPERATIONS" for additional information concerning the
Company's operations during this period. 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 November 30, 2000. Working capital at November 30, 2000 was $366,685 compared
to $393,080 at May 31, 2000, a decrease of $26,395 due principally to the added
burdens of increased current debt and notes payable to banks.

     Principal short-term liabilities at November 30, 2000 were $214,081 in the
current portion of long term notes due, notes payable of $180,887, $470,645 in
accounts payable and payroll taxes due of $310,481 for a total of $1,176,094 in
short term liabilities. Against this total, at November 30, 2000, the Company
had liquid current assets consisting of cash in the amount of $7,304,
receivables of $168,501, inventory in the amount of $186,487, and prepaid
expenses of $4,393 for a total of $366,685.

     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.

     The principal source of funds for the Company's operations during the
period ended November 30, 2000 has been from operating revenues as reflected in
the Company's financial statements.

II. RESULTS OF OPERATIONS

(a) NET SALES

     Despite the continuation of bankruptcy proceedings, net sales for the three
months ended November 30, 2000 were $314,744. This compares with net sales of
$166,804 for the quarter ended November 30, 1999 and represents an increase in
net sales of $147,940, or an increase of approximately 89% over the same period
last year.

     The results for this quarter, as in the case of the first quarter of fiscal
2001, represent a general upturn in the Company's business after its restructure
of its operations during which it eliminated a number of products which were not
profitable or with respect to which profit margins were considered by management
too small to justify their continuance. Sales that 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.






<PAGE>


     The Company is now seeing a turnaround in demand from the industry as
orders are beginning to improve and sales are increasing. This trend is
reflected in the significant increase in net sales during this period.

     Net sales for the six months ended November 30, 2000 were $598,359. This
compares with net sales of $304,574 for the six months ended November 30, 1999
and represents an increase in net sales of $293,785, or an increase of
approximately 96.5% over the same period last year.

     Net sales in both the three and six month periods ended November 30, 2000
were not affected by price changes.

     As for the future in terms of increasing sales, as previously reported, the
Company has entered into discussions 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. Proceeding forward with this
acquisition will depend on the Company's bankruptcy proceedings.

     The Company has continued discussions as of the date of this report and is
awaiting additional financing to support the purchase of Jake. As of the date
hereof, management's efforts to secure the needed financing have not been
successful.

     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.

     For additional information see Item 1. "DESCRIPTION OF BUSINESS" in the
Company's 10-KSB report for the year ended May 31, 2000, which is incorporated
herein by reference.

(b) COST OF SALES AND GROSS PROFITS

     The elimination of unprofitable sales resulted in a higher cost of sales
percentage during fiscal 2000 which, combined with higher costs for selling,
general and administrative expenses resulted in an increased loss from
operations. This situation has begun to be corrected in fiscal 2001.

     During the three months ended November 30, 2000, the Company's cost of
sales dropped significantly to slightly over 56%, resulting in a gross profit of
$137,634 for the period, compared to a loss of $170,929 for the same period in
fiscal 2000. For the six months ended November 30, 2000, the results are
similar, with cost of sales being slightly under 59% and gross profit for the
six months reaching $245,395, as compared to a loss of $103,227 for the first
six months of fiscal 2000. Although management continues its efforts to reduce
its cost of sales, reduce its operating losses and return its operations to
profitability, no assurances can be given that its efforts will be successful.

(b) SELLING, GENERAL AND ADMINISTRATIVE COSTS

     Selling, general and administrative costs for the three months ended
November 30, 2000 were also reduced over the same period last year ($156,028
compared to $202,695). This decrease is also attributable by management to the
success of its cost-cutting programs during the past two years, despite
increased costs during fiscal 2001 associated with the higher level of sales
during this period.






<PAGE>


     However, for the first half of fiscal 2001 selling, general and
administrative costs reached $326,624, as compared to $298,898 for the first
half of fiscal 2000, representing additional costs associated with the ongoing
increased sales experienced by the Company.

(c) INTEREST EXPENSE

     Interest expenses for the three months ended November 30, 2000, decreased
to $25,469, compared to $35,441 for the same period in fiscal 2000. However,
during the current period the Company also had rental income in the amount of
$9,500 that was not present in fiscal 2000 that resulted in a net loss of
$15,969 for the three months ended November 30, 2000. This reflects the
significant reduction in additional borrowing by the Company during this
three-month period in connection with the increase in sales activities. As
before, management believes that this increase is in line with the increased
level of business activities during this period.

     For the six months ended November 30, 2000, interest expenses continued at
virtually the same levels as in the prior year ($54,913 for the six months ended
November 30, 2000 as compared to $54,671 for the prior year).

(d) EARNINGS

     For the three month period ended November 30, 2000, the Company reflected a
loss from operations, including the loss from discontinued operations, of only
$34,363 (compared to a loss of $427,886, or $0.19 per share, for the three
months ended November 30, 1999).

     For the six month period, however, the Company's loss from operations,
including the loss attributable to its discontinued operations, totaled $17,250,
or a loss of $0.03 per share. This compared to a loss of $532,458, or $0.29 per
share, for the six months ended November 30, 1999.

     In management's opinion, this reflects the success of the Company's efforts
to control costs, eliminate unprofitable products from its line and to restore
the Company to profitability.

     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

     The Company does not presently anticipate the allocation of other
significant resources for machinery and equipment purchases in the near future.
Any such commitments in the future 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.

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.







<PAGE>


V. TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS

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

     Some disposable products offered by the Company are made from plastic-based
materials. These materials 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 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.






<PAGE>


                            PART II OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     On December 4, 2000 the Company acquired Life Energy & Technology Holdings
Ltd, a corporation organized under the laws of the Republic of Ireland. The
Company has changed it's name to "Life Energy & Technology Holdings, Inc.",
changed its trading symbol to LETH and has acquired a new CUSIP number for it's
Common Stock.

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

     Reference is made to the form 8-K reports filed for November 3,2000;
December 4, 2000; December 26, 2000; January 19,2001; January 25,2001; and the
amendment to form 8-K for December 4, 2000, filed on February 5, 2001.







<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:  March 12, 2001



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



Dated: March 12, 2001