UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                        COMMISSION FILE NUMBER 000-31032


                         GL ENERGY AND EXPLORATION, INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


                       DELAWARE                     52-2190362
            -------------------------------     -------------------
            (State or other jurisdiction of      (I.R.S. Employer
             incorporation or organization)     Identification No.)


          #300-1497 Marine Drive, West Vancouver, B.C.      V7T 1B8
          --------------------------------------------     ----------
            (Address of principal executive offices)       (Zip Code)


    Registrant's telephone number, including area code    (604) 926-2873
                                                          --------------

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

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

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

                                  Common Stock
                                ----------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  of
information statements incorporated by reference in Part 10-KSB or any amendment
to this Form 10-KSB.  [X]

     State issuer's revenues for its most recent fiscal year: $0.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock as of a  specified  date  within the past 60
days: As of February 26, 2004,  the  aggregate  market price of the voting stock
held by non-affiliates was approximately $1,436,046.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable date: As of February 26, 2004, the
Company had outstanding 31,073,641 shares of its common stock, par value $0.001.



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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      a.  Exhibits

          Exhibit Number             Name of Exhibit
          --------------             -------------------------------------------
          23.1                       Consent of Malone & Bailey, PLLC (1)

          (1) Filed herewith.










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                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  (Registrant)  GL ENERGY AND EXPLORATION, INC.

                                           By:  /s/ Donald Byers
                                                --------------------------------
                                                Donald Byers, President and
                                                Chairman of the Board (Principal
                                                Executive Officer and Principal
                                                Accounting Officer)


                                         Date:  March 22, 2004







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