UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                 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.



<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                  PAGE

PART I

    ITEM 1.    DESCRIPTION OF BUSINESS                                     3
    ITEM 2.    DESCRIPTION OF PROPERTY                                     5
    ITEM 3.    LEGAL PROCEEDINGS                                           5
    ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
               HOLDERS                                                     5

PART II

    ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS                                         5
    ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION OR PLAN OF OPERATION                              7
    ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                10
    ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE                     20
    ITEM 8A.   CONTROLS AND PROCEDURES                                    20


PART III

    ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
               OF THE EXCHANGE ACT                                        20
    ITEM 10.   EXECUTIVE COMPENSATION                                     21
    ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                      22
    ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             22
    ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K                           23
    ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                     23





                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Company Background

         GL  Energy  and  Exploration,  Inc.  was  incorporated  in the state of
Delaware  on October 7, 1998 under the name LRS Group  Incorporated.  On October
15,  1998,  the name of the  corporation  was  changed to LRS  Capital,  Inc. On
October  10,  2001 the name of the  corporation  was  changed  to GL Energy  and
Exploration, Inc. GL Energy is a development stage company.

         Prior to May 29,  2003 our plan of  operation  was to be engaged in the
exploration  of mining  prospects  with tungsten  mineralization  located in the
Western United States.  We had an agreement  with Platoro West  Incorporated,  a
mineral exploration  company,  under which that company would locate,  stake out
and record  mining  claims  that the  mineral  exploration  company  believed to
contain high concentrations of tungsten.  The mineral exploration company staked
30 unpatented  claims for GL Energy  pursuant to this contract.  If we defaulted
under the  contract,  the remedy  specified  in the  agreement  called for us to
convey to Platoro West all of our right title and interest in the mining  claims
and to all the mineral resources located therein. On October 10, 2001, GL Energy
formed GL Tungsten,  Inc. as a subsidiary  incorporated  in the state of Nevada,
for the purpose of conducting the mining exploration  activities of the company.
GL Energy and Platoro West each assigned its  respective  obligations  under the
mineral exploration  agreement to GL Tungsten.  GL Energy owns 99.3% and Platoro
West owns .7% of GL Tungsten. On August 7, 2003 we notified Platoro West that we
were terminating this agreement and forfeited all our rights and interest in the
applicable  mining  claims.  As of December 31, 2003 GL Tungsten has no business
activities.

         In February 2003 we formed a new wholly owned subsidiary, GL Gold, Inc.
GL Gold agreed to an asset purchase agreement, dated as of February 25, 2003, to
acquire  a  permitted  gold  mine as well as two  un-permitted  groups of mining
claims,  which may have gold  mineralization.  At its election,  the company may
also acquire certain mining equipment.  The mining claims and assets are located
in Oregon. The agreement required the company to pay a $10,000 deposit,  as well
as $590,000 for the mining claims and $150,000 for the  equipment.  The purchase
was subject to a number of conditions,  which originally  required completion on
or before April 30, 2003,  including the company  raising the purchase  amounts,
and  completing  its due  diligence.  In April 2003,  the company and the seller
agreed to extend the closing  deadline to July 31, 2003. In lieu of funding this
project we disposed of this subsidiary as noted below.

         On May 29, 2003, GL Energy and Exploration  Inc.  ("GEEX") and Wellstar
International  Inc., a Nevada  corporation  ("Wellstar"),  entered into an asset
purchase  agreement  ("Purchase  Agreement")  to acquire all of  Wellstar's  60%
interest in two mineral  claims located in Chile,  known as LaBarca  Deposit and
Duna Choapa Norte  Deposit  (together  referred to as the  "Claims") and certain
Joint  Venture  Agreements  between SEM Mining  Corporation  S.A.  and  Wellstar
("JVA's").  The rights  include the  interest to market and benefit from certain
specified  heavy metal minerals that may be obtained from the Claims,  including
gold, rutile, zircon,  magnetite,  ilmenite, nickel and rare earth oxides. There
is no assurance that these Claims will have enough  mineralizations that will be
commercially  viable or be economically  recoverable.  The obligations under the
JVA's  include  having to raise  capital to fund the Pilot  Plant.  This funding
obligation, which may be subject to schedule adjustments,  includes US$2,000,000
for the pilot plant which was due on or before January 22, 2004 and US$8,000,000
for the production plant on or before January 22, 2004.

         As of the date of this  filing,  GL Energy and SEM  Mining  Corporation
S.A.  ("SEM") are in the process of finalizing an extension of dates relative to
the Joint Venture  Agreements,  which expired  January 22, 2004.  The amendments
will  reflect  the timing of access to funds  anticipated  from a  Regulation  S
Offering and a banking facility (See "Plan of Operation").

         We can  give no  assurance  that we  will  be able to  locate  adequate
financing arrangements to be able to fund our commitments.


                                       3
<PAGE>

History of the Claims

         The personnel of SEM Mining originally started  preliminary  evaluation
work on the La  Barca-Choapa  Norte heavy  mineral sands project in late 1995 as
part of a larger series of heavy mineral sands deposits. In 1996 and 1997 the La
Barca-Choapa  Norte project in conjunction with the adjoining Choapa Sur project
were extensively explored and tested which involved drill sampling,  mapping and
bench   testing   with   environmentally   friendly   and  modern   gravity  and
electro-magnetic   systems  to  recover  the  heavy  mineral  components  rutile
(titanium),  ilemenite,  magnetite,  olivine,  rare earth oxides,  and fine free
gold.  In 1997 the  company  conducted  tests  to  develop  marketable  products
utilizing the light mineral components of the deposits.

         In December  2003 SEM's  General  Manager  and  Director  informed  the
company that they have  completed  all the legal  requirements  and the required
land survey of all the claims bringing the property from the status of Claims to
Surveyed  Claims  so now  SEM has  legal  title  to the  Property.  SEM's  Chief
Metallurgist  has  completed  the wheeled metal frame of the Pilot Plant and has
begun the process of packing the laboratory equipment for shipping to Chile.

         SEM has  started the process of  acquiring  the mining  permits and has
completed the EIS  Environmental  Impact  Statement.  The  Environmental  Impact
Statement complied fully with the requirements  therefore the permitting process
was  considerably  shortened  since this report is sufficient for both the local
and federal  governments  and only one permit for both the Pilot and  Production
plants will be required.  GL Energy & Exploration and SEM are now positioned for
a  rapid  start  on  preparing  the  prototype  plant  once we  locate  adequate
financing.  GL Energy & Exploration is the financial partner having 60% interest
in the properties while SEM is the operating company having 40% interest.

         Based on SEM's  exploration  activities  to date we believe the primary
mineral  associated with the deposits located in Chile, South America is rutile.
The  world's  output for rutile,  both  synthetic  and natural is  approximately
550,000  metric tons per year and 1,000,000  metric tons of zircon per year. The
world's  consumption of rutile  increases at a rate of 2 1/2% to 3% annually and
has been in short  supply for at least a decade since no large supply of natural
rutile has been found or  developed,  the supply of rutile  (TiO2) mainly coming
from ilmenite that is synthesized to rutile  (titanium  dioxide) which is a very
expensive process.

         The GEEX/SEM  project should produce high quality rutile and zircon and
the rutile does not need to go through this  expensive  process.  We believe the
production  from our  project  will not affect the price of rutile  since it has
been in short supply for over a decade and the cost of synthesizing  ilmenite to
rutile has been going up due to the increasing cost of energy. A new and cheaper
method of  producing  titanium  metal from rutile has recently  been  developed,
which will impact on the supply of rutile.  Titanium metal being light,  strong,
and non-reactive  has found increasing usage  particularly in the automotive and
aviation  industries.  This new  refining  process is called  the  FFC-Cambridge
process.  This process  involves  converting  rutile (TiO2,  titanium  oxide) to
Titanium metal using electrolysis.

         We can give no assurance  that the  exploration  activities  associated
with this  project  will produce  commercially  viable  levels of minerals or be
economically recoverable.

Consideration for JVA's

         The consideration for the Claims and JVA's was 20,000,000 shares of the
GEEX's  common  stock,  $.001  par  value.  These  shares  were  issued  to  two
individuals,  at the direction of Wellstar,  and are as follows:  Donald Byers -
17,500,000  and Arthur Lang -  2,500,000.  In addition,  the Purchase  Agreement
provided that the current  directors and officers  would resign  effective  upon
fulfilling the Securities and Exchange Commission notice  requirements  pursuant
to the proxy rules and Schedule 14C, at which time Messrs.  Byers and Lang would
become  directors  and Mr. Byers would be appointed  the  president and Mr. Lang
would be appointed the secretary and treasurer of GEEX. The notice  requirements
have been  fulfilled and Mr. Byers and Mr. Lang are now the company's  executive
officers.

         As a result of the  issuance of the  20,000,000  shares of Common Stock
and the change of the Board of Directors and  officers,  there has been a change
of control of GEEX.


                                       4
<PAGE>

         In connection  with the  acquisition,  we transferred  our wholly owned
subsidiary,  GL  Gold,  Inc.,  to a  debt  holder  in  partial  repayment  of an
outstanding   loan.  All  obligations  of  GL  Gold  as  previously  noted  were
transferred with the subsidiary. The transfer will also permit GEEX to focus its
efforts on the Claims and fulfilling its obligations under the JVA's.

Competition

         We expect to compete with numerous  mining and  exploration  companies,
many of which have far greater  capital  resources  than we have. We can give no
assurance that we will be able to be competitive in this market.

Government Regulations

         We will be subject to regulation by foreign  governmental  authorities.
The most significant of these authorities will be the various departments of the
Chilean   government   that  regulate  the  mining   industry  for  permits  and
environmental  requirements.  If  we  fail  to  comply  with  any  of  the  laws
established by these agencies,  we could be subject to possible  fines,  many of
which could be considerable in amount.


ITEM 2.  DESCRIPTION OF PROPERTY

         Our  executive  office is  located  at  #300-1497  Marine  Drive,  West
Vancouver,  B.C., Canada. At this location,  we share an undesignated  amount of
space with another  entity.  Currently,  our rent is included in the  management
agreement with our president.

         We also have a 60%  interest  in two mineral  claims  located in Chile,
known as LaBarca Deposit and Duna Choapa Norte Deposit (together  referred to as
the  "Claims")  and  certain  Joint  Venture   Agreements   between  SEM  Mining
Corporation S.A. and Wellstar ("JVA's").

Employees

         We  currently   have  two  part-time   employees,   our  president  and
secretary/treasurer.  We expect to hire consultants and independent  contractors
who specialize in mining  operations during the early stages of implementing our
business plan.


ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any material legal  proceedings,  and no material
legal  proceedings  have been  threatened  by or, to the best of our  knowledge,
against us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

         The common stock is traded in the over-the-counter market and quoted on
the OTC EBB under the symbol  "GEEX" and quoted in the pink sheets  published by
the  National  Quotations  Bureau.  In January 2004 the common stock also became
listed on the Berlin Stock Exchange under the symbol: "GLF.BER".


                                       5
<PAGE>

         The  trading  volume  in the  Common  Stock  has been and is  extremely
limited.  The limited  nature of the trading market can create the potential for
significant  changes in the  trading  price for the Common  Stock as a result of
relatively  minor  changes in the supply and demand for Common Stock and perhaps
without  regard to our  business  activities.  Because  of the lack of  specific
transaction   information  and  our  belief  that  quotations  are  particularly
sensitive  to actual or  anticipated  volume of  supply  and  demand,  we do not
believe that such quotations are reliable indicators of a trading market for the
Common Stock.

         The  market  price of our common  stock may be  subject to  significant
fluctuations  in response  to numerous  factors,  including:  variations  in our
annual or quarterly financial results or those of our competitors; conditions in
the economy in general;  announcements of key developments by competitors;  loss
of key personnel;  unfavorable  publicity  affecting our industry or us; adverse
legal  events   affecting  us;  and  sales  of  our  common  stock  by  existing
stockholders.

         Subject  to the above  limitations,  we believe  that  during the eight
fiscal quarters preceding the date of this filing, the high and low sales prices
for the Common  Stock  during  each  quarter are as set forth in the table below
(such prices are without retail mark-up,  mark-down, or commissions).  The sales
prices were obtained from the stock sales history  charts from the on-line stock
quote site quicken.com.  that is provided by S&P Comstock Historical information
supplied by Iverson Financial Systems.


                        QUARTER ENDED                HIGH     LOW
                -----------------------------        ----    ----
                December 31, 2003                     .29     .11
                September 30, 2003                    .75     .18
                June 30, 2003                         .90     .15
                March 31, 2003                        .09     .02
                December 31, 2002                     .35     .08
                September 30, 2002                   1.75     .14
                June 30, 2002                        5.00     .10
                March 31, 2002                       2.25    1.50


         As of December  31, 2003,  there were  approximately  1,190  holders of
record of our Common Stock including stock held in street name.

         We have not paid any dividends to date.  We can make no assurance  that
our proposed  operations will result in sufficient revenues to enable profitable
operations or to generate  positive cash flow. For the  foreseeable  future,  we
anticipate  that we will use any funds  available  to finance  the growth of our
operations and that we will not pay cash dividends to stockholders.  The payment
of  dividends,  if any, in the future is within the  discretion  of the Board of
Directors and will depend on our earnings,  capital  requirements,  restrictions
imposed by lenders and financial condition and other relevant factors.

RECENT SALES OF UNREGISTERED SECURITIES

         None



                                       6
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

         From  time to time,  we or our  representatives  have  made or may make
forward-looking   statements,   orally  or  in  writing.   Such  forward-looking
statements  may be  included  in,  but not  limited  to,  press  releases,  oral
statements  made with the  approval  of an  authorized  executive  officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases  "will  likely  result",   "are  expected  to",  "will  continue",   "is
anticipated",  "estimate",  "project or projected",  or similar  expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their  entirety by  reference to and are  accompanied  by the  discussion  of
certain  important  factors that could cause actual results to differ materially
from such forward-looking statements.

         Management is currently  unaware of any trends or conditions other than
those mentioned in this  management's  discussion and analysis that could have a
material adverse effect on the Company's consolidated financial position, future
results of operations, or liquidity.  However, investors should also be aware of
factors that could have a negative  impact on the  Company's  prospects  and the
consistency  of  progress  in the areas of revenue  generation,  liquidity,  and
generation of capital resources.  These include: (i) variations in revenue, (ii)
possible  inability to attract  investors for its equity securities or otherwise
raise  adequate  funds from any source  should the Company  seek to do so, (iii)
increased governmental regulation,  (iv) increased competition,  (v) unfavorable
outcomes to litigation  involving the Company or to which the Company may become
a  party  in the  future  and,  (vi) a very  competitive  and  rapidly  changing
operating environment.

         The  risks  identified  here are not all  inclusive.  New risk  factors
emerge from time to time and it is not possible for management to predict all of
such risk factors,  nor can it assess the impact of all such risk factors on the
Company's  business or the extent to which any factor or  combination of factors
may cause  actual  results  to differ  materially  from those  contained  in any
forward-looking statements.  Accordingly,  forward-looking statements should not
be relied upon as a  prediction  of actual  results.  Actual  results may differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected. We have no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect anticipated events
or circumstances occurring after the date of such statements.

         The financial  information set forth in the following discussion should
be read with the  financial  statements  of GL Energy and  Exploration  included
elsewhere herein.

Plan of Operation

         Our current plan of operation is to locate adequate capital in order to
fund our  obligations  under the joint  venture  agreements.  To that end we are
currently  negotiating an extension of time with our joint venture partner as to
the funding  requirements.  We anticipate obtaining funding from the sale of our
common stock and loans from financial institutions.

         In January 2004, we concluded a best efforts  agency  agreement with an
attorney in Munich, Germany to sell a maximum of 10,000,000 common shares of our
stock at $0.20  net per  share to the  Company  under a  Regulation  S  Offering
Memorandum.

         In addition,  we are  negotiating  a $20,000,000  loan through  Webster
Financial  Resources  Ltd. in order to facilitate the  construction  of both the
Pilot and  Production  Plants.  The loan would have a 7 year term with  interest
accruing at the prime rate. If we are  successful  in receiving  this funding we
have a  contingent  liability  totaling  $521,000  that will be due to  Wellstar
International  Inc. for  consulting  services  rendered,  the asset  acquisition
agreement in Chile and assistance in locating the funding.


                                       7
<PAGE>

         If the above funding  occurs,  we anticipate  utilizing the capital for
the following:

    Budgeted estimates for the LaBarca Deposit and Duna Choapa Norte Deposit
                     (Land leasing of 19 square kilometers)


Buildings, infrastructure, office, maintenance shops, storage     $ 1,000,000
Equipment                                                             450,000
Pilot plant                                                         2,300,000
Production plant                                                    9,000,000
Site development, land clearing, power, hydro, water study,
  sewage and landscaping                                              190,000
Engineers                                                             160,000
Surveyors                                                              28,000
Legal expenses                                                         22,000
Environmental impact studies                                          212,000
Development fees                                                       28,000
On site management                                                    350,000
Marketing costs (international for 2 years)                         2,000,000
Legal and bank fees                                                   390,000
Inspection fees                                                       350,000
Consultant fees                                                       800,000
Reimbursement of pre-operational costs                              1,000,000
Build facilities for mining employees                               1,720,000

               Total                                              $20,000,000

         We can give no  assurance  that we will be  successful  in  locating or
obtaining  any of the funding that will be needed in order to implement our plan
of operations.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues  for the year ended  December  31, 2003 or since our
inception.

         We  incurred  $1,976,141  in  operating  expenses  for the  year  ended
December 31, 2003. Of these expenses  $1,896,600  were for  consulting  services
rendered for public and shareholder relations as well as various other corporate
identity  programs.  These services were non-cash  related and were paid through
the issuance of 8,490,000 shares of common stock that was previously  registered
through the company's 2003 Equity  Performance Plan. We also incurred $41,460 in
legal  and  accounting  fees.  These  fees  were  incurred  for  SEC  compliance
requirements  and legal expenses  associated  with the  acquisition of the joint
venture  agreements.  We entered into a management  agreement with our president
for $8,000 per month in lieu of wages.  We incurred  $56,000 in management  fees
under this agreement for the year ended December 31, 2003.

         During the current year we  recognized  other income of $34,464 for the
forgiveness  of debt due to Platoro West. As previously  noted we cancelled that
agreement  in August 2003 and  transferred  all our rights to Platoro in lieu of
the amounts owed them.  In addition,  we recognized a gain on our disposal of GL
Gold in the amount of $18,261.

         Our expenses for the year ended December 31, 2002 were $82,887 and were
incurred in connection with the prior business operations of the company.  These
expenses were primarily for legal and  accounting  fees and mineral rights under
the agreement with Platoro.

Liquidity and Capital Resources:

         Since our  inception  we have had minimum  working  capital to fund our
operations.  In order to fund our  operations  we have relied on the sale of our
common stock and loans from shareholders.


                                       8
<PAGE>

         To fund our mining  exploration  operations  to date, we sold shares of
our common stock.  These sales were comprised of 2,364,624  shares of our common
stock  registered in 2001 and our  Regulation S offering of 1,000,000  shares in
2002,  which also had attached  warrants to purchase  2,000,000 shares of common
stock. These warrants expired on July 31, 2003. All shares and warrants are on a
pre-stock split basis.

         We have also relied on loans from  shareholders to fund operations.  In
conjunction  with the asset  acquisition  agreement  we  transferred  GL Gold to
shareholders  as  repayment  on loans  that  they had  made to the  company.  In
addition,  Donald  Byers,  our  President,  Chairman  of the Board and  majority
shareholder  and two other  shareholders  have loaned the company  $65,225 as of
December  31, 2003 to fund the  remaining  amounts due under the  transfer of GL
Gold and to fund our business  operations.  These loans do not bear interest and
will be repaid upon the company receiving funding.

         We  currently  have a working  capital  deficit  and only a minimum  of
operating  cash with which we can fund our  future  operations.  We must  obtain
adequate funding in order to fulfill our obligations under the asset acquisition
agreement for the  completion of the pilot and production  plants.  If we do not
receive adequate  funding,  we will have to discontinue or  substantially  scale
back our operations.

         We intend to seek either debt or equity capital or both. As of the date
of this filing we have no commitments for funding from any unrelated  parties or
any other  agreements  that will provide us with adequate  working  capital.  We
cannot  give any  assurance  that we will  locate any  funding or enter into any
agreements  that  will  provide  the  required  operating  capital  to fund  our
operations.  In addition,  we may also consider strategic  alliances and mergers
and  acquisitions  as a means to pursue our business plan or otherwise  fund the
company.

New Accounting Pronouncements

         In November  2002,  the FASB issued  Financial  Interpretation  No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect   Guarantees  of  Indebtedness  of  Others."  FIN  45  sets  forth  the
disclosures required to be made by a guarantor in its financial statements about
its obligations  under certain  guarantees that it has issued. It also clarifies
that a guarantor is required to recognize,  at the  inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The adoption of FIN 45 is not expected to have a material  effect on
the Company's financial position or results of its operations.

         In December  2002, the FASB issued  Statements of Financial  Accounting
Standards  No. 148  "Accounting  for  Stock-Based  Compensation--Transition  and
Disclosure--an  amendment of FASB Statement No. 123, This Statement  amends FASB
Statement  No.  123,  Accounting  for  Stock-Based   Compensation,   to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The  adoption of SFAS 148 is not  expected to
have a material  effect on the  Company's  financial  position or results of its
operations.

         In May 2003 the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity",
which  requires that certain  financial  instruments be presented as liabilities
that  were  previously   presented  as  equity  or  as  temporary  equity.  Such
instruments include mandatory redeemable preferred and common stock, and certain
options and warrants.  SFAS 150 is effective for financial  instruments  entered
into or modified after May 31, 2003 and is generally  effective at the beginning
of the first interim period  beginning after June 15, 2003. The adoption of SFAS
150 is not  expected  to  have a  material  effect  on the  Company's  financial
position or results of its operations.



                                       9
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA









                                       10
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                         PAGE

Report of Malone & Bailey, PLLC independent accountants                   F-1

Balance Sheet for the year ended December 31, 2003                        F-2

Statements of Operations for the years ended December 31, 2003
and December 31, 2002 and inception to December 31, 2003                  F-3

Statements of Stockholders' Equity (Deficit) for period
from October 7, 1998 (Inception) through December 31, 2003                F-4

Statements of Cash Flows for the years ended December 31, 2003
and December 31, 2002 and inception to December 31, 2003                  F-5

Notes to Financial Statements                                             F-6





                                       11
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
GL Energy and Exploration, Inc.
(A Development Stage Company)
Toronto, Ontario, Canada

We have audited the  accompanying  balance  sheet of GL Energy and  Exploration,
Inc.  as of  December  31,  2003,  and the  related  statements  of  operations,
stockholders'  deficit,  and cash flows for the two years then ended and for the
period  from  October 7, 1998  (Inception)  through  December  31,  2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of GL Energy and Exploration, Inc.
as of December 31, 2003,  and the results of its  operations  and its cash flows
for the two years then ended and for the period from October 7, 1998 (Inception)
through  December 31, 2003, in conformity with accounting  principles  generally
accepted in the United States of America.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

January 31, 2004
                                       F-1


<PAGE>


                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                                                  December 31,
                                                                      2003
                                                                  ------------
                                     ASSETS

Current assets
  Cash                                                            $         79
  Investment in joint venture                                           20,000
                                                                  ------------
    Total current assets                                          $     20,079
                                                                  ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                $     24,290
  Due to shareholders                                                   65,225
                                                                  ------------
    Total current liabilities                                           89,515
                                                                  ------------

Minority Interest                                                          306
                                                                  ------------

Commitments

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 100,000,000
    shares authorized, 29,573,641 shares issued
    and outstanding                                                     29,573
Additional paid in capital                                           2,051,467
Deficit accumulated during the development stage                    (2,150,782)
                                                                  ------------
  Total Stockholders' Deficit                                          (69,742)
                                                                  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $     20,079
                                                                  ============

                See accompanying summary of accounting policies
                        and notes to financialstatements


                                       F-2

<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                             Inception
                                             Year Ended      Year Ended       through
                                            December 31,    December 31,    December 31,
                                                2003            2002            2003
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
Mineral rights                              $      9,832    $     18,454    $     85,830
Legal and accounting                              41,460          29,415         136,279
General and administrative                     1,924,849          35,018       1,925,942
                                            ------------    ------------    ------------
   Total Expenses                              1,976,141          82,887       2,148,051

Minority interest in losses of subsidiary            190             (60)             56
                                            ------------    ------------    ------------
Loss from operations                          (1,976,331)        (82,827)     (2,148,107)

Interest expense                                  (2,675)           --            (2,675)
Forgiveness of debt                               34,464            --              --
Gain on disposal of subsidiary                    18,261            --              --
                                            ------------    ------------    ------------

Net Loss                                    $ (1,926,281)   $    (82,827)   $ (2,150,782)
                                            ============    ============    ============

Net loss per share:
  Basic and diluted                         $      (0.12)   $      (0.08)
                                            ============    ============

Weighted average shares outstanding:
  Basic and diluted                           15,919,767       1,050,233
                                            ============    ============
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.



                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
        Period from October 7, 1998 (Inception) through December 31, 2003

                                                                                          Deficit
                                                                                        accumulated
                                                  Common stock           Additional     during the
                                           --------------------------      paid in      development
                                             Shares         Amount         capital         stage          Total
                                           -----------    -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>            <C>
Issuance of common stock to
   founders for $200                           286,427    $       286    $       (86)   $      --      $       200
Fair value of services performed                  --             --              300           --              300
Net loss                                          --             --             --           (1,784)        (1,784)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 1998                     286,427            286            214         (1,784)        (1,284)
Fair value of services performed                  --             --            1,200           --            1,200
Net loss                                          --             --             --          (29,737)       (29,737)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 1999                     286,427            286          1,414        (31,521)       (29,821)
Issuance of common stock under a
   service agreement                             2,386              2            148           --              150
Issuance of common stock to
   directors for services                       63,636             64          3,936           --            4,000
Fair value of services performed                  --             --            1,200           --            1,200
Conversion of amounts due to
   shareholder to common stock                 492,234            492         30,448           --           30,940
Net loss                                          --             --             --          (65,000)       (65,000)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2000                     844,683            844         37,146        (96,521)       (58,531)
Issuance of common stock under a
   service agreement                             1,591              2             98           --              100
Fair value of service performed                   --             --            1,200           --            1,200
Sale of common stock                           188,135            188         73,712           --           73,900
Common shares received and retired
   for minority interest in GL
   Tugsten, Inc.                                (3,977)            (4)          (246)          --             (250)
Net loss                                          --             --             --          (45,153)       (45,153)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2001                   1,030,432          1,030        111,910       (141,674)       (28,734)
Sale of common stock                            45,455             45         49,955           --           50,000
Fair value of services performed                 7,727              8          1,492           --            1,500
Net loss                                          --             --             --          (82,827)       (82,827)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2002                   1,083,614          1,083        163,357       (224,501)       (60,061)
Issuance of common stock for
   services                                  8,490,000          8,490      1,888,110           --        1,896,600
Issuance of common stock for
   investment in joint venture              20,000,000         20,000           --             --           20,000
Adjustment for fractional shares in
   the reverse stock split                          27           --             --             --             --
Net loss                                          --             --             --       (1,926,281)    (1,926,281)
                                           -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2003                  29,573,641    $    29,573    $ 2,051,467    $(2,150,782)   $   (69,742)
                                           ===========    ===========    ===========    ===========    ===========
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


                                       F-4

<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                                      Inception
                                                    Year Ended       Year Ended        through
                                                   December 31,     December 31,     December 31,
                                                       2003             2002             2003
                                                   ------------     ------------     ------------
<S>                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $ (1,926,281)    $    (82,827)    $ (2,150,782)
Adjustments to reconcile net deficit to cash
used by operation activities:
  Common stock issued for services                    1,896,600             --          1,896,600
  Fair value of services received                          --              1,500            9,400
  Minority interest                                         190              (60)             306
Net changes in:
  Prepaid expenses                                          200             (200)            --
  Accounts payable                                       24,046           (1,703)          24,290
  Accrued obligation to Platoro West, Inc.              (27,132)           8,709             --
                                                   ------------     ------------     ------------
NET CASH USED IN OPERATING ACTIVITIES                   (32,377)         (74,581)        (220,186)
                                                   ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the sale of common stock                   --             50,000          124,100
  Proceeds from notes payable - shareholders               --               --             30,940
  Due to related parties                                 (2,000)             (36)          65,225
                                                   ------------     ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES                     (2,000)          49,964          220,265
                                                   ------------     ------------     ------------

NET CHANGE IN CASH                                      (34,377)         (24,617)              79

Cash, beginning of period                                34,456           59,073             --
                                                   ------------     ------------     ------------
Cash, end of period                                $         79     $     34,456     $         79
                                                   ============     ============     ============

Supplemental Non-cash Transactions:
  Issuance of common stock for assets              $     20,000     $       --       $     20,000
                                                   ============     ============     ============
  Conversion of notes payable - shareholders       $       --       $       --       $     30,940
                                                   ============     ============     ============
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.


                                       F-5

<PAGE>

                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature  of  business.  GL Energy  and  Exploration,  Inc.  ("GL  Energy")  is an
exploration  stage company with no current  business  operations.  GL Energy was
incorporated  in the state of  Delaware  on  October  7, 1998 under the name LRS
Group Incorporated. On October 15, 1998, the name of the corporation was changed
to LRS  Capital,  Inc. On October 10, 2001,  the company  changed its name to GL
Energy and  Exploration,  Inc.  from LRS  Capital,  Inc. GL Energy has  acquired
certain mining claims.

Principles of Consolidation

The consolidated  financial statements include the accounts of GL Energy and its
99.3% owned  subsidiary  GL Tungsten,  Inc.  ("GL  Tungsten").  All  significant
intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash  and  cash  equivalents  include  cash  and  all  highly  liquid  financial
instruments with purchased maturities of three months or less.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and liability method,  deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation  allowance  is provided  for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Basic and Diluted Loss Per Share

Basic and diluted loss per shares computed using the weighted  average number of
shares common shares outstanding during the period.

Impairment of Assets

Management  reviews  assets  for  impairment   whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Management assesses impairment by comparing the carrying amount to
individual  cash flows.  If deemed  impaired,  measurement  and  recording of an
impairment loss is based on the fair value of the assets.

Recent Accounting Pronouncements

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position or cash flow.



                                       F-6


<PAGE>

NOTE 2 - INCOME TAXES

For the year ended December 31, 2003 and 2002, GL Energy has incurred net losses
and,  therefore,  has no tax liability.  The net deferred tax asset generated by
the loss  carry-forward  has been fully  reserved.  The cumulative net operating
loss  carry-forward  is  approximately  $260,000 at December 31, 2003,  and will
expire in the years 2022 through 2023.

Deferred income taxes consist of the following at March 31:

                                          2003            2002
                                       ----------      ----------
       Long-term:
         Deferred tax assets           $   39,000      $   33,750
         Valuation allowance              (39,000)        (33,750)
                                       ----------      ----------
                                       $        -      $        -
                                       ==========      ==========


NOTE 3 - RELATED PARTY TRANSACTIONS

GL Energy had outstanding  loans due from shareholders of $65,225 and $67,225 at
December 31, 2003 and 2002, respectively.

In June  2003,  GL Energy  issued  20,000,000  shares of  common  stock,  for an
investment  in a  mining  claim  in  Chile.  These  shares  were  issued  to two
individuals,  as follows: Donald Byers - 17,500,000 and Arthur Lang - 2,500,000.
In addition,  the Purchase  Agreement  provided  that the current  directors and
officers  would resign  effective  upon  fulfilling  the Securities and Exchange
Commission notice requirements  pursuant to the proxy rules and Schedule 14C, at
which time Messrs.  Byers and Lang would become directors and Mr. Byers would be
appointed  the  president  and Mr. Lang would be  appointed  the  secretary  and
treasurer of GL Energy. The common shares were valued at the historical basis of
Mr. Byers and Mr. Lang.

In June 2003, GL Energy  entered into a management  agreement with our President
and  Chairman of the Board for $8,000 per month in lieu of wages  through May 1,
2004.  The agreement also includes  providing  office space for the GL Energy in
lieu of rent.  These  management fees will be accrued and will not be paid until
GL Energy receives adequate funding.


NOTE 4 - COMMON STOCK

During the year ending  December 31, 2003 GL Energy issued  8,490,000  shares of
stock for services valued at $1,896,600.

In May 2003, GL Energy  authorized a 1 for 22 reverse  stock split  changing the
outstanding common shares from 23,839,506 to 1,083,641.  The reverse stock split
has been applied retroactively to all prior periods presented.

In July 2002,  GL Energy sold 45,455 shares of its common stock for net proceeds
of $50,000.

In October 2001, GL Energy exchanged 60,000 shares of Tungsten for 87,500 shares
of its common stock. The 87,500 shares were immediately retired.

In August  2000,  GL Energy  sold  188,135  shares of its  common  stock for net
proceeds of $73,900.

In April 2001,  GL Energy  issued  1,591 common  shares for services  which were
valued at $100.


                                      F-7

<PAGE>

In June 2000, GL Energy  converted  $30,940 of amounts due to related parties by
issuing 492,234 common shares.

In June 2000, GL Energy issued 63,636 common shares to three directors valued at
$4,000 for compensation and services from the time of their  appointment in 2000
through June 30, 2000.

In May 2000,  GL Energy  issued  52,500  common  shares for services  which were
valued at $150, the equivalent  price paid on June 6, 2000 for the conversion of
due to related  party  balances into common  shares.  Refer to Note 6 for a full
discussion of the services.

In October  1998,  GL Energy  issued  286,427  common shares to its founders for
proceeds of $200.


NOTE 5 - FORGIVENESS OF DEBT

GL Energy had an agreement with Platoro West Incorporated, a mineral exploration
company,  under which that company  would  locate,  stake out and record  mining
claims  that  the  mineral   exploration   company   believed  to  contain  high
concentrations of tungsten. The mineral exploration company staked 30 unpatented
claims for GL Energy pursuant to this contract. If GL Energy defaulted under the
contract,  the remedy  specified in the agreement called for GL Energy to convey
to Platoro West all of its right title and interest in the mining  claims and to
all the mineral resources located therein.  On August 7, 2003 GL Energy notified
Platoro West that it was terminating this agreement and forfeited all its rights
and interest in the applicable  mining claims. GL Energy recognized other income
of $34,464 for the forgiveness of debt due to Platoro West upon  cancellation of
the agreement and the transfer of all rights to the claims.


NOTE 6 - EQUITY PERFORMANCE PLAN

In June 2003,  the Board of Directors and majority  stockholders  adopted a plan
under which 10,000,000 shares of the GL Energy's common stock have been reserved
for  issuance.  Under this plan,  as of December  31, 2003, a total of 8,490,000
common shares have been issued to various consultants.


NOTE 7 - SUBSEQUENT EVENT

In  January  2004,  GL  Energy  issued  1,500,000  shares  of  stock in trust in
connection with a 10,000,000 share Registration S offering.




                                       F-8

<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None


ITEM 8A. CONTROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports  filed or  submitted  under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of December
31,  2003.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting  that occurred in the fiscal year ended  December 31, 2003,
that has materially  affected,  or is reasonably likely to affect, the Company's
internal control over financial reporting.



                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The following table sets forth information concerning the directors and
executive  officers of GL Energy and  Exploration  and their ages and positions.
Each  director  holds  office  until the next annual  stockholders'  meeting and
thereafter until the individual's  successor is elected and qualified.  Officers
serve at the pleasure of the board of directors.


                                       20
<PAGE>


 NAME                        AGE              POSITION

 Donald Byers                69               President and Chairman
 Arthur Lang                 69               Secretary, Treasurer and Director
 P.J. Santos                 64               Director


         Donald Byers is the president  and sole owner of Byers & Associates,  a
firm that is a financial  and business  consulting  firm  located in  Vancouver,
British Columbia, with clients among privately and publicly traded corporations.
He has held these  positions  since  1985.  Mr.  Byers is the sole  director  of
Wellstar International Inc.

         Arthur  Lang is the sole  owner of a private  real  estate  development
company operating in Penticton, B.C. since 1990.

         P.J.  Santos,  P. Eng.  was  appointed to the Board of Directors of the
Company. Mr. Santos is President and CEO of SEM Mining Corporation S.A. ("SEM").
SEM retains 40% interest (the  Operator)  together with GEEX's 60% interest in 2
Joint Venture Agreements.

         During the last five years, no officers or directors have been involved
in any  legal  proceedings,  bankruptcy  proceedings,  criminal  proceedings  or
violated any federal or state  securities or commodities  laws or engaged in any
activity that would limit their involvement in any type of business,  securities
or banking activities.

         No person who, at any time during our past fiscal year, was a director,
officer,  or beneficial owner of more than 10% of any class of equity securities
failed to file, on a timely basis,  any report  required by Section 16(a) of the
Exchange Act during the most recent fiscal year.


ITEM 10. EXECUTIVE COMPENSATION

         We have  not  paid  any cash  compensation  or  other  benefits  to our
executive  officers  since our  inception.  Cash  compensation  amounts  will be
determined  in the future  based on the services to be rendered and time devoted
to our business and the  availability of funds.  Other elements of compensation,
if any, will be determined at that time or at other times in the future.

         Until we have sufficient  capital or revenues,  our executive  officers
will not be provided cash remuneration. At such time as we are able to provide a
regular  salary,  it is our  intention  that our officers  will become  employed
pursuant  to  executive  employment  agreements,  at  an  annual  salary  to  be
determined  based  on  their  then  levels  of time  devoted  to GL  Energy  and
Exploration  and the  scope of their  responsibilities.  Until we enter  into an
employment  agreement,  we may use  shares of  common  stock to  compensate  our
officers. In addition, we may use common stock to compensate others for services
to GL Energy and Exploration.

COMPENSATION OF DIRECTORS

         Persons  who are  directors  and  employees  will  not be  additionally
compensated in cash for their services as a director.  There is no plan in place
except for the 2003 Performance  Equity Plan for compensation of persons who are
directors who are not  employees,  but it is expected that in the future we will
create a remuneration and reimbursement plan.

OTHER COMPENSATION ARRANGEMENTS

         In 2003,  a majority  of the  stockholders  of the  company  approved a
performance  equity plan for 10,000,000  shares (on a post-stock split basis) of
Common Stock ("2003  Performance  Equity Plan").  The rights of the common stock
were not  changed.  We intend to issue the  shares of common  stock from time to
time  as  determined  by  the  board  of  directors  to  directors,   employees,
consultants and others.  The board of directors of the company believes the 2003
Plan will provide  flexibility  in  structuring  compensation  arrangements  and
provide an equity  incentive  for  employees  and others who are awarded  shares
under the 2003 Plan. The shares under an award may be issued at less than market
price  at the  discretion  of the  board of  directors.  None of the  awards  as
provided under the 2003 Plan are allocated to any particular  person or class of
persons among those eligible to receive awards.  As of December 31, 2003 we have
issued a total of 8,490,000 shares of common stock to various  consultants under
the Plan.


                                       21
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of December 31, 2003, the name and
shareholdings  of each  person  who owns of  record,  or was  known by us to own
beneficially,* 5% or more of the shares of the common stock currently issued and
outstanding; the name and shareholdings, including options to acquire the common
stock, of each director;  and the  shareholdings  of all executive  officers and
directors as a group.


                                                  NUMBER OF      PERCENTAGE
                                                   SHARES            OF
     NAME OF PERSON OR GROUP                       OWNED *       OWNERSHIP
     -----------------------                     ----------      ----------

     Donald Byers **                             16,500,000           55.8%
     Arthur Lang  ***                             2,500,000            8.5%
     P.J. Santos  ****                            1,000,000            3.4%

     Directors as a group (three persons)        20,000,000           67.6%


 -------------

 *       Beneficial  ownership is determined in accordance with the rules of the
         Securities  and Exchange  Commission and generally  includes  voting or
         investment  power with  respect to  securities.  Shares of common stock
         issuable upon the exercise of options or warrants currently exercisable
         or convertible within 60 days, are deemed outstanding for computing the
         percentage ownership of the person holding such options or warrants but
         are not deemed  outstanding  for computing the percentage  ownership of
         any other person.
 **      Donald Byers is the company's president and chairman of the board.
 ***     Arthur Lang is the company's secretary, treasurer and a director.
 ****    P. J. Santos is a company director.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         GL Energy had  outstanding  loans due from  shareholders  of $65,225 at
December 31, 2003.

         In June 2003, GL Energy issued  20,000,000  shares of common stock, for
an  investment  in a mining  claim in Chile.  These  shares  were  issued to two
individuals,  as follows: Donald Byers - 17,500,000 and Arthur Lang - 2,500,000.
Mr.  Byers is the  president  and  chairman  of the  board  and Mr.  Lang is the
secretary and treasurer and director of GL Energy.

         In June 2003, GL Energy  entered into a management  agreement  with our
president  and  chairman  of the  board  for  $8,000  per month in lieu of wages
through May 1, 2004. The agreement also includes  providing  office space for GL
Energy in lieu of rent.  These  management  fees will be accrued and will not be
paid until GL Energy receives adequate funding.



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<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

    Exhibit Number         Name of Exhibit

    3.1                    Certificate  of  Amendment  to  the   Certificate  of
                           Incorporation (1)

    4.1                    Form of 2003 Equity Performance Plan (1)

    10.1                   Form of Asset Acquisition Agreement,  dated as of May
                           29, 2003 (2)

    31.1                   Certification of Chief Executive Officer, pursuant to
                           Rule  13a-14(a)  of the  Exchange  Act, as enacted by
                           Section 302 of the Sarbanes-Oxley Act of 2002. (3)

    31.2                   Certification of Chief Financial Officer, pursuant to
                           Rule  13a-14(a)  of the  Exchange  Act, as enacted by
                           Section 302 of the Sarbanes-Oxley Act of 2002. (3)

    32.1                   Certification  of Chief  Executive  Officer and Chief
                           Financial Officer,  pursuant to 18 United States Code
                           Section  1350,  as  enacted  by  Section  906  of the
                           Sarbanes-Oxley Act of 2002. (3)

(1)    Previously  filed  with Form DEF 14c  (information  statement)  on May 5,
       2003.
(2)    Previously filed with the Form 8-K on June 13, 2003.
(3)    Filed herewith.

b)  Reports on Form 8-K

    None


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The company paid audit and  financial  statement  review fees  totaling
$2,400 and $4,500 for the years ended  December 31, 2003 and 2002,  respectively
to Malone & Bailey, PLLC, our current independent accountants.

Audit-Related Fees

         None

Tax Fees

         The  company  paid  $500 to  Malone & Bailey,  PLLC for  preparing  the
company's Federal tax return for the year ended December 31, 2002.



                                       23
<PAGE>


All Other Fees

         None

Audit Committee Policies & Procedures

         The above  services were approved by the company's  Board of Directors.
The company does not have a standing audit committee.







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<PAGE>


                                   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.

                                         GL ENERGY AND EXPLORATION, INC.
                                         -------------------------------
                                                  (Registrant)

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

                                         Date: March 8, 2004





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