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, 2004
                        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.)


  10330 Pioneer Blvd., Suite 290 Santa Fe Springs, California      90670
  -----------------------------------------------------------    ----------
         (Address of principal executive offices)                (Zip Code)


     Registrant's telephone number, including area code   (562) 903-1114


          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 April 6, 2005,  the aggregate  market price of the voting stock held
by non-affiliates was approximately $381,000.

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date:  As of April 6, 2005,  the
Company had outstanding 36,973,641 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                                     7
  ITEM 3.    LEGAL PROCEEDINGS                                           7
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
             SECURITY HOLDERS                                            7


PART II

  ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS                                 8
  ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION OR PLAN OF OPERATION                   10
  ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               F-1
  ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE                     23
  ITEM 8A.   CONTROLS AND PROCEDURES                                    23
  ITEM 8B.   OTHER INFORMATION                                          23


PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
             CONTROL PERSONS: COMPLIANCE WITH SECTION 16(a)
             OF THE EXCHANGE ACT                                        23
ITEM 10.     EXECUTIVE COMPENSATION                                     25
ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT                                      27
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             28
ITEM 13.     EXHIBITS                                                   29
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES                     29





                                       2
<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

Company Background

         GL Energy and  Exploration,  Inc. ("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 name of the  corporation  was changed to GL Energy and
Exploration,  Inc. GL Energy is an  exploration  stage  company.  On October 13,
2004,  GL Energy  entered  into an  Agreement  and Plan of  Reorganization  with
American Southwest Music Distribution, Inc.

Business Operations Prior to Plan of Merger

         In February  2003, GL Energy formed a new wholly owned  subsidiary,  GL
Gold, Inc. to acquire a permitted gold mine, two  un-permitted  groups of mining
claims,  and options to acquire certain mining equipment,  located in Oregon. GL
Energy didn't provide the required funding by the required  deadline of July 31,
2003, the deal was canceled and GL Gold was liquidated.

         In October  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.  In May 2003,  we had an agreement  with
Platoro  West  Incorporated,  a mineral  exploration  company,  under which that
company   would   locate,   stake  out  and  record   mining  claims  with  high
concentrations  of  tungsten.  On  August 7,  2003,  GL  Energy  terminated  the
agreement with Platoro.

         In May 2003, GL Energy agreed to acquire Wellstar  International Inc.'s
sixty  percent  interest  in two mineral  claims in Chile and to assume  certain
joint venture  agreements with SEM Mining  Corporation S.A. GL Energy was unable
to fund the required $20 million and the agreement was terminated in April 2004.

         In May  2004 GL  Energy  attempted  to  acquire  a  sixty-five  percent
interest in High Country Suspension Bridge LLP for $1 million.  In July 2004, GL
Energy terminated this effort.

         On September 30, 2004, Donald Byers resigned as president and director,
and Frank Rossi  resigned as director.  GL Energy  appointed  David  Michery and
Marcus Sanders to the board of directors on October 1, 2004. In addition,  David
Michery was appointed as Chairman, CEO, and President,  and Kent Puckett as CFO,
Secretary, and Treasurer.

Plan of Merger

         On  October  13,  2004,  GL  Energy  agreed to a merger  with  American
Southwest Music  Distribution,  Inc.  ("American  Southwest"),  a privately held
Texas corporation,  with offices in Santa Fe Springs, California. GL Energy will
be the surviving corporation.  Pursuant to the Merger Agreement, all of American
Southwest's  outstanding  shares  will be  converted  into shares of GL Energy's
common stock.  and GL Energy will change its name to "American  Southwest  Music
Distribution,  Inc." Following the Merger, GL Energy has agreed to reverse split
its common stock by 1 for 35.

         The  merger  will not be  effective  until  the  Certificate  of Merger
between GL Energy and American  Southwest is filed with Delaware's  Secretary of
State.  We anticipate  filing the required  documents  during the quarter ending
June 30, 2005.

Approval of the Plan of Merger

         GL Energy's  Board of directors  approved the actions and a majority of
our stockholders approved the Merger by written consent in lieu of a meeting, on
October 15, 2004.  A  stockholder  owning  16,400,000  shares of the  32,473,042
shares of common stock  outstanding  as of October 15, 2004 consented in writing
to the  actions  described  below.  Such  approval  and consent  constitute  the
approval and consent of a majority of the total number of shares of  outstanding
common stock and are sufficient under the Delaware  General  Corporation Law and
GL Energy's By-Laws to approve the actions. Accordingly, the actions will not be
submitted  to GL  Energy's  other  stockholders  for a vote.  No  other  vote or
stockholder action is required.


                                       3
<PAGE>

Reasons for the Merger

         Our board of directors  considered  various  factors in  approving  the
merger agreement, including:

                o GL Energy's current lack of operations;
                o GL Energy's and American Music's prospects for the future;
                o American Music's potential for growth and expansion; and
                o The anticipated  increase in shareholder  value as a result of
                  the Merger.

         Our  board of  directors  believes  that the  acquisition  of  American
Southwest  will be in the  best  interest  of our  stockholders.  Our  board  of
directors analyzed American Southwest's prospects and management experience, and
believes that  acquiring  American  Southwest's  growth  potential by means of a
merger gives GL Energy a good opportunity to increase our  stockholders'  value.
Our board of directors did not request a fairness opinion in connection with the
Merger.

Structure of Merger

         Upon filing the  Certificate  of Merger with the  Secretary of State of
Delaware,  referred to herein as the "Effective Date of the Merger," the control
of GL  Energy  will  change  and we  will  carry  on the  business  of  American
Southwest. The change of control will be effected through the following actions:

         o American  Southwest  will  merge  with and into GL  Energy.  American
Southwest's  separate corporate  existence will cease, and GL Energy will be the
surviving  corporation.  GL Energy will change its name to  "American  Southwest
Music Distribution Inc.";

         o American  Southwest  has  two  shareholders.  GL  Energy  will  issue
22,500,000  shares  of its  common  stock  and  23,980  shares  of its  Series A
Convertible Preferred Stock to the American Southwest  shareholders.  Each share
of the Series A  Convertible  Preferred  Stock has a face value of $1,000.00 per
share, and is convertible into shares of GL Energy's common stock at the rate of
$.04 per share. Prior to the Reverse Stock Split, the aggregate number of shares
of  common  stock in which  the  Series A  Convertible  Preferred  Stock  may be
converted is  599,500,000.  Each share of Series A Convertible  Preferred  Stock
entitles their holder to vote the number shares equal to the number of shares of
common stock into which the shares of Series A Convertible  Preferred  Stock may
be  converted.  The  holders  of the common  stock and the Series A  Convertible
Preferred  Stock  vote as a single  class on all  matters  on which GL  Energy's
stockholders  vote, except where otherwise  required by law.  According to their
terms, the shares of Series A Convertible  Preferred Stock automatically convert
into common stock on the effective  date of the Reverse Stock Split,  and all of
the Series A Convertible  Preferred  Stock will be surrendered to GL Energy.  At
the time of the  Reverse  Stock  Split,  the  shares  of  Series  A  Convertible
Preferred  Stock shall be adjusted in the same  proportion  as the common stock,
and will thereafter be convertible into 17,128,572 shares of common stock;

         o After  giving  effect to the Reverse  Stock Split and the Merger,  GL
Energy's  total  issued  and   outstanding   shares  of  common  stock  will  be
approximately  18,699,230,  and the  American  Southwest  shareholders  will own
17,771,429 shares. The two American Southwest shareholders will collectively own
approximately  95% of our issued and  outstanding  shares of common  stock.  Our
current  stockholders  will own  approximately  5% of our issued and outstanding
shares of common stock;

         o David  Michery and Marcus  Sanders will remain our  directors.  David
Michery  will  continue as our Chief  Executive  Officer and Kent  Puckett  will
continue as Chief Financial  Officer.  Marcus Sanders will be appointed as Chief
Operating  Officer.  These  officers  and  directors  shall  control GL Energy's
business and operations; and

         o Immediately following the Merger, GL Energy's board of directors will
seek from a majority of the  shareholders  approval,  by written  consent of the
Reverse Stock Split at the rate of 1 share for every 35 shares outstanding,  and
approval of an increase in the authorized common stock, $.001 par value ("Common
Stock"),  from 2,857,142 shares to 100,000,000 shares of common stock. The board
of  directors  has already  unanimously  approved  the  Reverse  Stock Split and
concurrent increase in the authorized common stock.


                                       4
<PAGE>

Planned Business Operations Subsequent to Merger

         American  Southwest is a music  licensing,  recording and  distribution
company.  American  Southwest has an office in Santa Fe Springs,  California and
plans to open a distribution center in Houston,  Texas.  American Southwest is a
development stage company formed in July of 2004.  American  Southwest  acquired
the rights to two existing  music master  catalogs  ("Master  Catalogs"),  which
gives them the exclusive  right to  commercially  exploit several master records
that have been previously  released for sale to consumers in the form of compact
disks and tapes through normal retail distribution channels.

         American  Southwest  plans to generate  revenues  by selling  copies of
records  derived from its music  catalogs  through  normal  retail  distribution
channels to consumers in the United States and Canada.  American Southwest plans
to enter  into  several  licensing  agreements  with  foreign  distributors  and
licensors to sell records  derived from its catalog outside of the United States
and Canada.

         American Southwest plans to enter into rights  acquisition,  licensing,
distribution and recording  agreements  ("Distribution  Agreements")  with third
party record  labels and  production  companies  ("Labels") to provide them with
master  recordings that have not been previously  released for sale to consumers
("New Masters").  Through each Distribution Agreement,  American Southwest plans
to acquire the worldwide copyright and exclusive right to distribute and license
records  derived  from the New  Masters,  recorded  and  produced by the various
Labels and recording artists.

         In each Distribution  Contract, the Labels will agree to deliver one or
more New  Masters to  American  Southwest  during  the term of the  Distribution
Contract.  Each New Master  will be  required to contain at least ten (10) newly
recorded  compositions of the featured recording artist(s),  having an aggregate
playing time of no less than  thirty-two  (32) minutes  ("Albums'),  and must be
complete and satisfactory to American Southwest.

         If  satisfactory,  in most cases,  within  three  months of the Label's
delivery of an Album to American  Southwest,  American will release the Album in
retail stores  throughout  the United States and Canada.  If the Album  realizes
commercial  success in the United States and Canada,  approximately one (1) year
after  its  initial  release,  the  Album  will be  released  in  major  foreign
territories, such as the United Kingdom, Japan, Australia, Germany, and France.

         Whether or when an Album is  commercially  released is within  American
Southwest's sole discretion. Prior to and concurrent with the commercial release
of an Album,  management creates and implements a marketing plan for each Album.
The actual amount of money spent  marketing Album will be determined by American
Southwest's management,  based upon the historical sales of the recording artist
featured on the album, as reported by Soundscan; initial responses to singles on
the album by radio and club disc jockey's and radio program directors across the
country,  as  reported  by BDS;  and the  number of  initial  units of the album
purchased by the retailers.

         Pursuant  to  the  terms  of  each  Distribution  Agreement,   American
Southwest pays the Label royalties equal to approximately fifty percent (50%) of
the net  profits  received  from  the sell of the  delivered  Album,  after  all
advances  made by American  Southwest to and on behalf of the Label are recouped
through  the  sale  of  all of the  Albums  delivered  during  the  term  of the
Distribution  Agreement.  As defined in each Distribution  Agreement,  net sales
equal all gross receipts  received by American  Southwest from its  distributors
from  the  sale of the  album  minus  all  manufacturing  costs,  marketing  and
promotion  costs,  a twenty  percent  (20%)  distribution  payable  to  American
Southwest,  co-op advertising costs, mechanical royalties,  royalties payable to
third-parties, and all other expenses paid by American Southwest.

         We  currently  do not have  adequate  funding for our planned  business
operations.  We are assessing the  possibilities for financing our business plan
and trying to determine  what sources of financing we might explore to raise the
needed capital. We have no outside sources for funding our business plan at this
time other than the sales of our common stock. We will need  additional  capital
for any current or future expansion of our operations we might undertake.


                                       5
<PAGE>

Risk Factors

Risks Relating to the Merger:

         The merger and  related  transaction,  as well as the  ownership  of GL
Energy's  common  stock  after the Merger,  involves a high degree of risk.  You
should carefully consider the summary  information set forth below as the Merger
entails several risks, including the following:

         o The shares that will be issued, as part of the Merger, will dilute GL
Energy's  current  stockholders,  and  will  reduce  the  current  stockholders'
percentage  of  ownership  to  approximately  5%,  which will limit GL  Energy's
current stockholders' ability to influence corporate matters after the Merger.

         o American  Southwest's two shareholders  will own approximately 95% of
our  common  stock  following  the  Merger,   which  gives  American   Southwest
shareholders control over corporate matters in the future.

         o After the  Merger,  one of our  officers  and  directors  controls  a
significant  percentage  of our common  stock,  and has control  over  corporate
matters in the future.

         o Additional  future issuances of GL Energy's stock,  after the Merger,
if  necessary  to satisfy our  working  capital  needs or to acquire  additional
assets  and  business   operations  will  further  dilute  GL  Energy's  current
stockholders,  and reduce the current stockholders percentage ownership further,
which  will  reduce GL  Energy's  current  stockholders'  ability  to  influence
corporate matters after the Merger.

         o The market price of our common stock may decline after the Merger, if
the integration of American Southwest and GL Energy is unsuccessful.

         o We cannot give any  assurances  that there will be an active  trading
market for GL Energy's common stock.

Risks Relating to Our Business After the Completion of the Merger:

         o American  Music's  limited  operating  history makes  evaluating  its
business difficult,  and we cannot assure you that we will generate  significant
revenues or achieve profitability.

         o  Being  a  public   company  will   increase   American   Southwest's
administrative costs, which could result in lower than expected income, and make
it more difficult for us to attract and retain key personnel.

         o Our stock may be less attractive to potential  investors,  because we
do not anticipate paying dividends in the foreseeable future.

         o It may be  difficult  for a third party to acquire us, and this could
depress our stock price.

         o Without prior  stockholder  approval,  the board of directors has the
authority to issue one or more classes of Series A Convertible  Preferred  Stock
with  rights  senior  to those of  common  stock and to  determine  the  rights,
privileges and inference of that Series A Convertible Preferred Stock;

         o There is no  cumulative  voting in the election of  directors,  which
would  otherwise  allow less than a majority of  stockholders  to elect director
candidates;

         o Stockholders cannot call a special meeting of stockholders;

         o We may not be able to obtain sufficient capital to implement American
Music's Business Plan.

         o The  volatility  of our stock price may  adversely  affect the market
price for our common stock.

         o  Acquisitions  involve  risks that could  cause our actual  growth to
differ from our expectations and lower the market price for our common stock


                                       6
<PAGE>

         o We may not be successful in identifying attractive acquisitions.

         o We may be unable to successfully  integrate  acquired  businesses and
realize anticipated economic, operational and other benefits in a timely manner.

Risks Inherent in the Recorded Music Industry:

         o The  recorded  music  industry is highly  competitive,  and we cannot
assure the success of our individual  products,  nor the overall  success of our
business plan.

         o Since we are in a creative  industry,  we may not be able to generate
sufficient revenues from successful releases to exceed the costs of unsuccessful
product releases.

         o Delays in the delivery of new master  records by  third-party  labels
could materially adversely affect our business, financial results, and operating
results.

         o If we experience  higher than expected  returns of  merchandise,  our
financial condition could be materially and adversely affected.

         o Losses of Key Personnel  could  materially  and adversely  affect our
business, financial condition or results of operations.


ITEM 2.  DESCRIPTION OF PROPERTY

         Our executive  offices were  relocated in October 2004 to 10330 Pioneer
Blvd.,  Suite 290, Santa Fe Springs,  California  90670 in conjunction  with the
change in officers and directors.

Employees/Directors

         On September 30, 2004,  Donald Byers resigned as president and director
of the company, and Frank Rossi resigned as director of the company.

         On  October  1,  2004,   David  Michery  and  Marcus  Sanders  accepted
appointment  to the  board of  directors.  Thereafter,  the  board of  directors
appointed  David Michery as Chairman,  CEO, and  President,  and appointed  Kent
Puckett as CFO, Secretary, and Treasurer.

         Following  the  completion  of  the  Merger,  Marcus  Sanders  will  be
appointed as Chief Operating Officer and General Counsel.


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

         On October 15, 2004, and in connection with the Merger  Agreement,  our
controlling   stockholder,   who  beneficially   owns  16,400,000   shares,   or
approximately  50.50% on that date, of GL Energy's issued and outstanding Common
Stock, consented in writing to the following:

         1.  Approval  of the Merger  Agreement  between GL Energy and  American
Southwest.  Pursuant to the Merger  Agreement,  GL Energy will issue to American
Southwest's stockholders an aggregate of 22,500,000 shares of GL Energy's common
stock and 23,980  shares of GL Energy's  Series A Convertible  Preferred  Stock.
Each  share of  Series A  Convertible  Preferred  Stock is  convertible  into GL
Energy's common stock,  at the rate of $.04 per share,  and prior to the Reverse
Stock Split,  the Series A  Convertible  Preferred  Stock may be converted  into
599,500,000 shares of common stock. Each share of Series A Convertible Preferred
Stock will entitle the holders to vote the number  shares equal to the number of
shares of common stock into which the Series A Convertible  Preferred  Stock may
be  converted.  The  holders  of the common  stock and the Series A  Convertible
Preferred  Stock  vote as a single  class on all  matters  on which GL  Energy's
stockholders  vote, except where otherwise  required by law.  According to their
terms, the shares of Series A Convertible  Preferred Stock automatically convert
into common  stock on the date of the Reverse  Stock  Split.  At the time of the
Reverse Stock Split, the shares of Series A Convertible Preferred Stock shall be
adjusted in the same  proportion  as the common  stock,  and will  thereafter be
convertible  into 17,128,572  shares of common stock. At the time of the Reverse
Stock  Split,  the  Series  A  Convertible  Preferred   Stockholders  will  hold
17,128,572  shares of common  stock.  After giving  effect to the Reverse  Stock
Split and the Merger, GL Energy's total issued and outstanding  shares of common
stock will, then, total approximately 19,984,944, and


                                       7
<PAGE>

         2.  Approval  of a name  change,  upon the  closing of the  Merger,  to
"American Southwest Music Distribution, Inc."

         The Controlling  Stockholders  did not consent to or consider any other
corporate action.

         Because the  Controlling  Shareholders,  holding at least a majority of
the  voting  rights  of GL  Energy's  outstanding  Stock,  voted in favor of the
foregoing proposals,  and have sufficient voting power to approve such proposals
through their ownership of GL Energy's stock. No other stockholder consents were
solicited.  We anticipate that the actions  contemplated herein will be effected
in the second quarter of 2005.


                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

         On October  7, 2004,  the board of  directors  approved  the 2004 Stock
Incentive Plan for 35,000,000  shares of Common Stock.  The rights of the common
stock  were not  changed.  The  purpose of the Plan is to  encourage  and enable
officers,  directors,  and employees of GL Energy and Exploration,  Inc. and its
Subsidiaries and other persons to acquire a proprietary interest in the Company.
It is  anticipated  that  providing  such  persons  with a  direct  stake in the
Company's  welfare will assure a closer  identification  of their interests with
those of the Company and its shareholders,  thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.

         On February 27, 2004,  the board of  directors  approved a  performance
equity  plan for  10,000,000  shares of Common  Stock.  The rights of the common
stock were not changed. The purpose of the GL Energy and Exploration,  Inc. 2004
Equity  Performance  Plan is to enable the  Company  to offer to its  employees,
officers,  directors  and  consultants  whose  past,  present  and/or  potential
contributions  to the  Company  and  its  Subsidiaries  have  been,  or  will be
important  to the  success  of the  Company.  The  various  types  of  long-term
incentive  awards that may be provided under the Plan will enable the Company to
respond to changes in compensation  practices,  tax laws, accounting regulations
and the size and diversity of its  business.  As of December 31, 2004, no shares
have been issued under this plan.

         On April 23,  2003,  a  majority  of the  stockholders  of the  company
approved a performance  equity plan for 10,000,000 shares 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, 2004 we have issued a total of
9,890,000 shares of common stock to various consultants under the Plan.

         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".


                                       8
<PAGE>

         Our common shares are  designated as "penny stock" and thus may be more
illiquid.  The SEC has adopted  rules (Rules 15g-2 through l5g-6 of the Exchange
Act), which regulate broker-dealer  practices in connection with transactions in
"penny stocks." Penny stocks generally are any non-NASDAQ equity securities with
a price of less than $5.00, subject to certain exceptions. The penny stock rules
require a  broker-dealer  to deliver a  standardized  risk  disclosure  document
prepared  by the SEC,  to  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the transaction,  monthly account  statements  showing the market
value of each  penny  stock  held in the  customers  account,  to make a special
written  determination  that the penny  stock is a suitable  investment  for the
purchaser  and receive the  purchaser's  written  agreement to the  transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity, if any, in the secondary market for a stock that is subject to
the penny stock  rules.  Since our common  shares are subject to the penny stock
rules,  persons  holding or receiving  such shares may find it more difficult to
sell their  shares.  The market  liquidity  for the shares could be severely and
adversely  affected by limiting the ability of broker-dealers to sell the shares
and the ability of shareholders to sell their stock in any secondary market.

         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.

         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).

                       QUARTER ENDED                 HIGH    LOW
         ________________________________________    ____    ____
         December 31, 2004                            .04     .03
         September 30, 2004                           .05     .04
         June 30, 2004                                .05     .04
         March 31, 2004                               .16     .14
         December 31, 2003                            .14     .11
         September 30, 2003                           .22     .18
         June 30, 2003                                .55     .45
         March 31, 2003                               .88     .88

         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

         From February  through  December 31, 2004,  GL Energy issued  2,670,000
shares of stock in trust in  connection  with the  Registration  S  offering  in
Europe. During the quarter ended June 30, 2004, GL Energy sold 538,401 shares of
stock from the trust.  Total proceeds received by GL Energy were US$110,428.  We
also  issued a total of  1,370,000  shares of stock from the trust for  services
rendered in connection  with the offering.  666,599  shares were returned to the
company  and  cancelled.  95,000  shares are still  being held by the  placement
agent. These shares have not been registered with the SEC.

         Upon  completion  of the  Merger  Agreement,  GL  Energy  will sell the
following securities that will not be registered under the Securities Act.


                                       9
<PAGE>

         On the  effective  date of the Merger  Agreement,  GL Energy will issue
22,500,000  shares of GL Energy's  common stock (the "Common  Stock") and 23,980
shares of GL  Energy's  Series A  Convertible  Preferred  Stock (the  "Preferred
Stock") to the two  shareholders of American  Southwest,  David Michery and Kent
Puckett.  David Michery and Kent Puckett are the sole  shareholders  of American
Southwest.

         Each share of the Preferred Stock has a face value of $1,000 per share.
Each  share of the  Preferred  Stock  entitles  their  holder to vote the number
shares  equal to the  number of shares of common  stock into which the shares of
Preferred  Stock may be converted.  The shares of Preferred  Stock have a stated
compounded  dividend  of 6% per annum  based on the  stated  value of $1,000 per
share,  payable as permitted by law and declared by the board of  directors,  or
upon the redemption or conversion,  the shares of Series A Convertible Preferred
Stock are converted 24 months after their  issuance to the holder.  The Board of
directors  may not declare or pay any  dividends  on the common  stock  unless a
dividend is first declared and paid all unpaid dividends on the Preferred Stock.
The  holders  of the  Preferred  Stock  shall  have  the  right  to  demand  two
registrations,  and unlimited  "piggy-back"  registration  rights subject to pro
rata cutback at the underwriters' discretion. The holders of the Preferred Stock
have S-3 registration  rights,  if and when GL Energy qualifies for registration
pursuant to Securities and Exchange Commission form S-3.


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 (See "Risk  Factors").
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.


                                       10
<PAGE>

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues  for the year ended  December  31, 2004 or since our
inception.

         We incurred  $680,570  in  operating  expenses  during  2004.  Of these
expenses  $359,168  were  for  consulting   services  rendered  for  public  and
shareholder  relations as well as various  other  corporate  identity  programs.
$363,301 of these services that were non-cash  related and were paid through the
issuance of 4,270,000  shares of common stock. We incurred  $18,507 in legal and
accounting  fees. These fees were incurred for SEC compliance  requirements.  We
entered into a management  agreement in 2003 with our prior president for $8,000
per month in lieu of wages.  We incurred  $74,409 in management  fees under this
agreement for the year ended  December 31, 2004.  The  Management  Agreement was
cancelled during 2004. Our investment in our terminated joint venture  agreement
was considered impaired and we incurred a $20,000 charge in the write-off of the
asset.

         Operating  expenses during 2003 were  $1,976,331.  Consulting  services
rendered for public and shareholder relations as well as various other corporate
identity programs totaled  $1,896,600.  These services were non-cash related and
were paid  through the  issuance of  8,490,000  shares of common stock that were
previously  registered through GL Energy's 2003 Equity Performance Plan. We also
incurred  $41,460  in  legal  and  accounting  fees.  These  fees  were  for SEC
compliance  requirements  and legal expenses  associated with the acquisition of
the joint venture  agreements.  We incurred  $56,000 in management  fees under a
management fee agreement with our prior president for 2003.

         During 2003, 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.

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.

         To fund our prior  business plan  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.  During 2004, we sold shares  through a  Registration  S
offering  in  Europe  for  total  proceeds  of  $110,428  and  sales  to 2  U.S.
consultants for total proceeds of $25,000.

         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, a majority shareholder,  and two other shareholders have
loaned the  company  $104,107  as of  December  31,  2004 to fund the  remaining
amounts due under the transfer of GL Gold and to fund our  business  operations.
These loans bear 10%  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.  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

         GL Energy does not expect the  adoption of recently  issued  accounting
pronouncements  to  have  a  significant  impact  on  GL  Energy's  or  American
Southwest's  (after  completion of the Merger) results of operations,  financial
position, or cash flow.



                                       11
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                         PAGE

Report of Independent Registered Public Accounting Firm                   F-2

Balance Sheet as of December 31, 2004                                     F-3

Statements of Expenses for the years ended December 31,
2004 and December 31, 2003 and October 7, 1998 (Inception)
to December 31, 2004                                                      F-4

Statements of Stockholders' Deficit for period from
October 7, 1998 (Inception) through December 31, 2004                     F-5

Statements of Cash Flows for the years ended December 31, 2004
and December 31, 2003 and October 7, 1998 (Inception) to
December 31, 2004                                                         F-6

Notes to Financial Statements                                             F-7





                                       F-1


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the  accompanying  balance  sheet of GL Energy and  Exploration,
Inc.  as  of  December  31,  2004,  and  the  related  statements  of  expenses,
stockholders'  deficit,  and cash flows for the two years then ended and for the
period  from  October 7, 1998  (Inception)  through  December  31,  2004.  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  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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, 2004,  and the results of its expenses and its cash flows for
the two years  then ended and for the period  from  October 7, 1998  (Inception)
through  December 31, 2004, in conformity with accounting  principles  generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that GL Energy
and Exploration,  Inc. will continue as a going concern.  As discussed in Note 2
to the financial statements, suffered recurring losses from operations and has a
working capital deficiency,  which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



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

March 26, 2005


                                       F-2

<PAGE>

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

                                                                    December 31,
                                                                       2004
                                                                    -----------
                                     ASSETS
Current Assets:
    Deposit                                                         $    25,000
                                                                    -----------
       TOTAL ASSETS                                                 $    25,000
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
    Accounts Payable                                                $    38,763
    Advances from Shareholders                                          104,107
                                                                    -----------
       TOTAL LIABILITIES                                                142,870
                                                                    -----------

Commitments                                                                --

Stockholders' Deficit:
    Series A Convertible Preferred Stock - $0.001 par
      value; 5,000,000 shares authorized, no shares
      issued and outstanding                                               --
    Common Stock - $0.001 par value; 100,000,000 shares
      authorized, 37,382,042 issued and outstanding                      37,382
    Additional Paid-in Capital                                        2,687,795
    Deficit Accumulated During the Development Stage                 (2,843,047)
                                                                    -----------
       Total Stockholders' Deficit                                     (117,870)
                                                                    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    25,000
                                                                    ===========


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



                                       F-3

<PAGE>
<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                             STATEMENTS OF EXPENSES


                                                                                    Inception
                                                    Year Ended      Year Ended       through
                                                   December 31,    December 31,    December 31,
                                                       2004            2003            2004
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
EXPENSES
   Mineral Rights                                  $       --      $      9,832    $     85,830
   Impairment                                            20,000            --            20,000
   Legal and Accounting                                  18,507          41,460         154,786
   General and Administrative                           642,063       1,924,849       2,568,005
                                                   ------------    ------------    ------------
       Total Expenses                                   680,570       1,976,141       2,828,621


   Minority Interest in Losses of Subsidiary               --               190              56
                                                   ------------    ------------    ------------
   Loss from Operations                                (680,570)     (1,976,331)     (2,828,677)
                                                   ------------    ------------    ------------

   Interest Expense                                     (11,695)         (2,675)        (14,370)
   Forgiveness of Debt                                     --            34,464            --
   Gain on Disposal of Subsidiary                          --            18,261            --
                                                   ------------    ------------    ------------
   NET LOSS                                        $   (692,265)   $ (1,926,281)   $ (2,843,047)
                                                   ============    ============    ============


Net Loss per Share - Basic and Diluted             $      (0.02)   $      (0.12)
                                                   ============    ============

Weighted average shares outstanding:
   Basic and Diluted                                 32,374,217      15,919,767
                                                   ============    ============
</TABLE>

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



                                       F-4

<PAGE>
<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
        Period from October 7, 1998 (Inception) through December 31, 2004

                                                                                           Deficit
                                                                                         Accumulated
                                                   Common Stock           Additional     During the
                                            --------------------------      Paid in      Exploration
                                              Shares         Amount         Capital         Stage          Total
                                            -----------    -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>            <C>
Issuance of common stock to founders            286,427    $       286    $       (86)   $      --      $       200
Fair value of services performed                  7,727              8          5,392           --            5,400
Issuance of common stock under
   a service agreement                            3,977              4            246           --              250
Issuance of common stock to
   directors for services                        63,636             64          3,936           --            4,000
Conversion of amounts due to
   shareholder to common stock                  492,234            492         30,448           --           30,940
Sale of common stock                            233,590            233        123,667           --          123,900
Common shares received and
   retired for minority interest in
   GL Tungsten, Inc.                             (3,977)            (4)          (246)          --             (250)

Net Loss                                           --             --             --         (224,501)      (224,501)
                                            -----------    -----------    -----------    -----------    -----------
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 in 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)


Sale of common stock                            538,401            539        109,889           --          110,428
Exercise of options for cash                  3,000,000          3,000         22,000           --           25,000
Issuance of common stock for services         4,270,000          4,270        359,031           --          363,301
Option expense                                     --             --          145,408           --          145,408
Net Loss                                           --             --             --         (692,265)      (692,265)
                                            -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2004                   37,382,042    $    37,382    $ 2,687,795    $(2,843,047)   $  (117,870)
                                            ===========    ===========    ===========    ===========    ===========
</TABLE>


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



                                       F-5

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

                                                                                             Inception
                                                             Year Ended      Year Ended       through
                                                            December 31,    December 31,    December 31,
                                                                2004            2003            2004
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                              $   (692,265)   $ (1,926,281)   $ (2,843,047)
   Adjustments to Reconcile Net Deficit to Cash
   Used by Operation Activities:
      Common Stock Issued for Services                           363,301       1,896,600       2,263,900
      Option expense                                             145,408            --           145,408
      Fair Value of Services Received                               --              --             5,400
      Impairment                                                  20,000            --            20,000
      Minority Interest                                             --               190              56
   Net Changes in:
      Prepaid Expenses                                              --               200            --
      Accounts Payable                                            14,167          24,046          69,648
      Accrued Obligation to Platoro West Incorporated               --           (27,132)           --
                                                            ------------    ------------    ------------
      NET CASH USED IN OPERATING ACTIVITIES                     (149,389)        (32,377)       (338,635)
                                                            ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
                                                            ------------    ------------    ------------
      Deposit on merger                                          (25,000)           --           (25,000)
                                                            ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from the Sale of Common Stock                     135,428            --           259,528
      Net Change in Advances from Shareholders                    38,882          (2,000)        104,107
                                                            ------------    ------------    ------------
      NET CASH PROVIDED USED IN FINANCING ACTIVITIES             174,310          (2,000)        363,635
                                                            ------------    ------------    ------------

      NET CHANGE IN CASH AND CASH EQUIVALENTS                        (79)        (34,377)           --

      CASH AND CASH EQUIVALENTS
          AT BEGINNING OF PERIOD                                      79          34,456            --
                                                            ------------    ------------    ------------
      CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                                  $       --      $         79    $       --
                                                            ============    ============    ============

      Supplemental Non-cash Transactions:
          Issuance of common stock for joint venture        $       --      $     20,000    $     20,000
                                                            ============    ============    ============
          Conversion of Notes Payable - Shareholders        $       --      $       --      $     30,940
                                                            ============    ============    ============
</TABLE>


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



                                       F-6
<PAGE>

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


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature  of  business.  GL  Energy  and  Exploration,  Inc.  ("GL  Energy")  is a
development  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.

Reclassifications.  Certain prior year amounts have been reclassified to conform
with the current year presentation.

Use of Estimates. In preparing financial statements,  management makes estimates
and  assumptions  that affect the reported  amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses.  Actual
results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statement of cash flows,considers
all highly  liquid  investments  purchased  with an  original  maturity of three
months or less to be cash equivalents.

Revenue Recognition. GL Energy recognizes revenue when persuasive evidence of an
arrangement  exists,  services have been  rendered,  the sales price is fixed or
determinable,  and  collectibility  is  reasonably  assured.  GL  Energy  had $0
revenues for both years ended December 31, 2004 and 2003.

Impairment of Long-Lived  Assets.  GL Energy  reviews the carrying  value of its
long-lived  assets  annually  or  whenever  events or changes  in  circumstances
indicate that the  historical  cost-carrying  value of an asset may no longer be
appropriate.  GL Energy  assesses  recoverability  of the carrying  value of the
asset by estimating the future net cash flows expected to result from the asset,
including eventual  disposition.  If the future net cash flows are less than the
carrying  value  of the  asset,  an  impairment  loss is  recorded  equal to the
difference  between the asset's carrying value and fair value. In the year ended
December 31,  2004,  GL Energy had  impairment  expense in the amount of $20,000
(see note 9 for further detail).

Income Taxes. GL Energy recognizes  deferred tax assets and liabilities based on
differences  between  the  financial  reporting  and tax  bases  of  assets  and
liabilities  using the  enacted  tax rates and laws that are  expected  to be in
effect when the differences  are expected to be recovered.  provides a valuation
allowance for deferred tax assets for which it does not consider  realization of
such assets to be more likely than not.

Basic  and  Diluted  Loss Per  Share.  The basic  net loss per  common  share is
computed  by  dividing  the net loss by the  weighted  average  number of common
shares  outstanding.  Diluted net loss per common  share is computed by dividing
the net loss adjusted on an "as if  converted"  basis,  by the weighted  average
number of common shares outstanding plus potential dilutive securities.  For the
years ended  December 31, 2004 and 2003,  potential  dilutive  securities had an
anti-dilutive  effect and were not  included in the  calculation  of diluted net
loss per common share.

Stock  Compensation.adopted  the disclosure requirements of Financial Accounting
Standard No. 123, Accounting for Stock-Based  Compensation (FAS No. 123) and FAS
No. 148 with respect to pro forma disclosure of compensation expense for options
issued. For purposes of the pro forma disclosures, the fair value of each option
grant is  estimated  on the grant  date using the  Black-Scholes  option-pricing
model.

GL Energy  applies  APB No. 25 in  accounting  for its stock  option  plans and,
accordingly,  no compensation cost has been recognized in GL Energy's  financial
statements  for stock  options under any of the stock plans which on the date of
grant the  exercise  price per share was equal to or exceeded the fair value per
share.  However,  compensation cost has been recognized for warrants and options
granted to non-employees for services  provided (see note 7 for details).  There
were no options or warrants granted to employees as ofDecember 31, 2004.  Recent
Accounting  Pronouncements.  In December  2004,  the FASB  issued SFAS  No.123R,
"Accounting for Stock-Based Compensation" SFAS No.123R establishes standards for
the  accounting  for  transactions  in  which an  entity  exchanges  its  equity
instruments  for  goods  or  services.   This  Statement  focuses  primarily  on
accounting  for  transactions  in which an entity obtains  employee  services in
share-based payment  transactions.  SFAS No.123R requires that the fair value of
such equity  instruments  be recognized as expense in the  historical  financial
statements as services are  performed.  Prior to SFAS No.123R,  only certain pro
forma  disclosures of fair value were required.  SFAS No.123R shall be effective
for small  business  issuers as of the  beginning of the first interim or annual
reporting period that begins after December 15, 2005. While GL Energy has issued
options to employees recently, the adoption of this new accounting pronouncement
is not  expected  to  have a  material  impact  on  the  consolidated  financial
statements of GL Energy during the calendar year 2006.


                                       F-7
<PAGE>

GL Energy does not expect the adoption of any other recently  issued  accounting
pronouncements  to have a  significant  impact on their  consolidated  financial
position, results of operations or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements,  GL Energy incurred recurring
net losses of,  respectively,  has an  accumulated  deficit of $2,820,713  and a
working capital deficit of. These  conditions raise  substantial  doubt as to GL
Energy's  ability to continue as a going concern.  Management is trying to raise
additional  capital  through  sales of stock.  The  financial  statements do not
include  any  adjustments  that  might be  necessary  if GL  Energy is unable to
continue as a going concern.


NOTE 3 - INCOME TAXES

For the year ended December 31, 2004 and 2003, 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  $582,000 at December 31, 2004,  and will
expire in the years 2013 through 2024.

Deferred income taxes consist of the following at December 31:

                                                 2004
                                              ----------
    Long-term:
      Deferred tax assets                     $  197,825
      Valuation allowance                       (197,825)
                                              ----------
                                              $        -
                                              ==========


NOTE 4- DEPOSIT

In December 2004, two consultants exercised options to purchase 3,000,000 shares
of common stock for $25,000. GL Energy does not have a bank account and directed
the  consultants  to wire the Funds into the bank account of American  Southwest
Music  Distribution,  Inc. GL Energy entered into a Plan of Merger with American
Southwest  Music  Distribution,  Inc in October 2004. As of March 26, 2005,  the
plan has not been consummated.


NOTE 5 - RELATED PARTY TRANSACTIONS

GL Energy had  outstanding  loans due to  shareholders  for the total  amount of
$104,107,  which  included  accrued  interest of  $14,355.  The loans are due on
demand, bear interest at 10%, and are not collateralized.


                                       F-8
<PAGE>

In June 2003,  GL Energy  agreed to pay its  President and Chairman of the Board
$8,000 per month as  compensation  and office  rental  through  May 2004.  These
management  fees  have  been  paid  through  May  2004  and  the  agreement  was
terminated.

On June 1, 2004, GL Energy agreed with Wellstar International, Inc. (`Wellstar")
that Wellstar  would  provide  management  services and office  facilities on an
ongoing basis for $10,000 per month for the 12-month period ending May 31, 2005.
This agreement was terminated in September  2004. GL Energy's  former  President
and Chairman of the Board is the sole director of Wellstar.


NOTE 6 - COMMON STOCK

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

In 1999, GL Energy issued 7,727 common shares for services valued at $5,400.

In May 2000, GL Energy issued 2,386 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.

In June 2000, GL Energy  converted  $30,940 of amounts due to related parties by
issuing 492,234 common shares.  An additional  63,636 shares of common stock was
issued to three directors  valued at $4,000 for  compensation  and services from
the time of their appointment in 2000 through June 30, 2000

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.

In October  2001,  GL Energy  exchanged  its 60,000 shares of Tungsten for 3,977
shares of GL Energy  common  stock.  The 3,977 shares of GL Energy  common stock
were immediately retired.

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

In May 2003, GL Energy  authorized a 1 for 22 reverse  stock split.  The reverse
stock split has been applied retroactively to all prior periods presented.

During the year ending December 31, 2003, GL Energy issued  8,490,000  shares of
common stock for services valued at $1,896,600 and issued  20,000,000 shares for
an  investment  in a joint  venture  valued at  $20,000.  The joint  venture was
impaired in 2004. See note 9 for details.

From February  through  September 30, 2004, GL Energy issued 2,670,000 shares of
stock into a trust account in connection with a 10,000,000 share  Registration S
offering.  During the quarter ended June 30, 2004, GL Energy sold 538,401 shares
from the trust for net  proceeds of  $110,428.  GL Energy also issued a total of
1,370,000  shares of stock through December 31, 2004 from the trust for services
valued  at  $134,300  or the fair  market  value of the stock on the date of the
issuance of the shares.  666,599  shares were returned to GL Energy and retired.
95,000 shares are still being held by the  placement  agent and are not shown as
issued or outstanding as of December 31, 2004.

During the year ending December 31, 2004, GL Energy issued  2,900,000  shares of
common stock for services valued at $229,001.  Two  consultants  exercised their
options to  purchase  3,000,000  shares of common  stock for total  proceeds  of
$25,000.


NOTE 7 - STOCK INCENTIVE PLAN

In 2004, the Board of Directors adopted a 2004 Stock Incentive Plan (`the plan')
under which 35,000,000 shares of GL Energy's common stock have been reserved for
issuance to employees,  officers,  directors and consultants whose past, present
and/or  potential  contributions to GL Energy have been, or will be important to
the success of GL Energy.


                                       F-9
<PAGE>

Options  granted  under  the Plan  may be  either  incentive  stock  options  or
nonqualified stock options.  Incentive stock options ("ISO") may be granted only
to  GL  Energy  employees   (including  officers  and  directors  who  are  also
employees).  Nonqualified  stock  options  ("NSO")  may be  granted to GL Energy
employees and consultants.  Options under the Plan may be granted for periods of
up to ten years and at an exercise  price equal to the  estimated  fair value of
the  shares  on the date of  grant  as  determined  by the  Board of  Directors,
provided,  however,  that  the  exercise  price of an ISO and NSO  granted  to a
shareholder  shall not be less than of the estimated fair value of the shares on
the  date  of  grant.  To  date,   options  granted  generally  are  exercisable
immediately as of the effective date of the option agreement.

During 2004,  3,000,000  one year options were granted to two  consultants.  The
exercise price was $.01 and all 3,000,000 vested immediately. Option expense for
the year ended December 31, 2004 was $145,408.

Summary information regarding options is as follows:

                                                               Weighted
                                                                Average
                                                Options       Share Price
                                              -----------     -----------
Outstanding at December 31, 2003                        -     $         -

Year ended:
  Granted                                       3,000,000             .01
  Exercised                                    (3,000,000)           (.01)
                                              -----------     -----------
Outstanding at December 31, 2004                        -     $         -
                                              ===========     ===========


NOTE 8 - EQUITY PERFORMANCE PLAN

In February 2004, the Board of Directors adopted a 2004 Equity  Performance Plan
under which 10,000,000 shares of GL Energy's common stock have been reserved for
issuance to employees,  officers,  directors and consultants whose past, present
and/or  potential  contributions to GL Energy have been, or will be important to
the success of GL Energy.  Under this plan,  as of December 31, 2004,  no common
shares have been issued.


NOTE 9 - IMPAIRMENT EXPENSE

In June 2003,  GL Energy  issued  20,000,000  shares of common  stock  valued at
$20,000 to two directors  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 May 2004,  the joint venture  agreement  between GL
Energy and SEM Mining  Corporation Ltd. ("SEM") was terminated due to default of
non-payment  of  $200,000  to SEM by GL  Energy.  Due  to the  termination,  the
investment in joint venture was fully impaired causing an impairment  expense of
$20,000.


NOTE 10 - COMMITMENTS

GL Energy's  principal office is in the office of GL Energy's president pursuant
to a verbal agreement on a rent-free month-to-month basis.


                                      F-10
<PAGE>

NOTE 11- SUBSEQUENT EVENTS

In January 2005, GL Energy borrowed $61,000. The first note was for $37,500 from
a consultant.  The note is due in 45 days, bears no interest,  and is unsecured.
As of March 26, 2005,  the note was in default.  The second note was for $23,500
from American  Southwest Music  Distribution,  Inc. The note is due on April 30,
2005, bears no interest and is unsecured. Both notes begin accruing 10% interest
from the date of the note in the event of default.







                                      F-11


<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,  2004.  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, 2004,
that has materially  affected,  or is reasonably likely to affect, the Company's
internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

         There is no  information to be disclosed in a report on Form 8-K during
the fourth  quarter of the year  covered by this Form  10-KSB  that has not been
previously filed with the Securities and Exchange Commission.


                                    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  current
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.


                                       23
<PAGE>


NAME                     AGE             POSITION

David Michery             38             President and Chairman
Kent Puckett              40             Chief Financial Officer and Director

         David Michery--Chief  Executive Officer and Director. David Michery has
worked in the music business for 17 years. His area's of expertise include,  but
are not  limited  to,  domestic  distribution,  intellectual  properties,  music
publishing,  copyrights; licensing, international distribution, sales, marketing
and  promotion.  He was  Chief  Executive  Officer  and  President  of  American
Southwest  Music  Distribution  since its  inception  in June  2004.  He was the
founder and Chief Executive Officer of American Music Corporation from September
1999 to May 2004.  He was also  President of Celestial  Breakaway  Entertainment
from October 1996 to October 1998.

         Kent  Puckett--Chief  Financial Officer and Director.  Kent Puckett has
been an accountant for 15 years and has accounting, tax and financial experience
in corporations, mergers and acquisitions, intellectual property, copyrights and
licensing  in the  entertainment  industry.  From 1999 to 2003 he worked for A-1
Business Service with a focus on clients in the entertainment  industry and as a
tax specialist.  From January 2004 to the present he has been working for Direct
Business  Service as an entertainment  accountant and tax specialist,  corporate
structure advisor,  financial analyst, and financial transaction specialist. Mr.
Puckett is also a part owner of this business.  Mr. Puckett received a Bachelors
degree in Business Administration from Pensacola Christian College.

Directors and Executive Management Following the Merger

         Following  completion of the Merger,  all of the current members of our
board of directors  and  officers  listed  above will  remain.  In addition,  we
anticipate adding the following person as an officer and director:

NAME                     AGE             POSITION

Marcus Sanders            42             Chief Operating Officer, General
                                         Counsel, and Director

         Marcus Sanders--Chief Operating Officer, General Counsel, and Director.
Marcus Sanders has been an attorney for 17 years, and he has legal experience in
corporate and securities law,  mergers and  acquisitions;  business  bankruptcy;
intellectual   property  and  copyrights;   licensing;   software   development;
entertainment industry contracts;  product distribution contracts;  domestic and
transnational joint venture and corporate  partnering  transactions;  commercial
real  estate   development  and  finance;   reorganization   and   restructuring
transactions;  employment contracts;  insurance coverage.  From 1999 to present,
has had a solo practice and has served as legal  counsel for several  public and
privately held companies in various  industries,  and has been legal counsel for
several recording artists and independent recording companies. Mr. Sanders holds
a Bachelors of Art degree from the University of California,  Davis, and a Juris
Doctorate from the University of California, Berkeley.

         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.


                                       24
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         We have not paid any cash compensation or other benefits to our current
executive  officers.  Our prior  executive  officer,  Don Byers did receive cash
compensation  under a management  fee  agreement.  For 2004,  Mr. Byers received
$50,000  for  management  fees paid in cash.  In  addition,  we have an  accrued
liability at December 31, 2004 to Mr.  Byers for unpaid  management  fees in the
amount of $24,409.  These fees will be paid at such time as we receive  adequate
funding for our operations.  Any amounts to be paid to our current officers 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 current  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
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

         On October  7, 2004,  the board of  directors  approved  the 2004 Stock
Incentive Plan for 35,000,000 shares of Common Stock. The purpose of the Plan is
to encourage  and enable  officers,  directors,  and  employees of GL Energy and
Exploration,   Inc.  and  its  Subsidiaries  and  other  persons  to  acquire  a
proprietary  interest in the Company.  It is  anticipated  that  providing  such
persons  with a  direct  stake in the  Company's  welfare  will  assure a closer
identification   of  their   interests   with  those  of  the  Company  and  its
shareholders,  thereby  stimulating  their efforts on the  Company's  behalf and
strengthening  their desire to remain with the Company. As of December 31, 2004,
a total of 3,000,000  shares were issued to 2 consultants  under this plan.  The
Company received $25,000 in cash and incurred a non-cash charge of $145,408.

         On February 27, 2004,  the board of  directors  approved a  performance
equity  plan for  10,000,000  shares of Common  Stock.  The rights of the common
stock were not changed. The purpose of the GL Energy and Exploration,  Inc. 2004
Equity  Performance  Plan is to enable the  Company  to offer to its  employees,
officers,  directors  and  consultants  whose  past,  present  and/or  potential
contributions  to the  Company  and  its  Subsidiaries  have  been,  or  will be
important  to the  success  of the  Company.  The  various  types  of  long-term
incentive  awards that may be provided under the Plan will enable the Company to
respond to changes in compensation  practices,  tax laws, accounting regulations
and the size and diversity of its  business.  As of December 31, 2004, no shares
have been issued under this plan.

         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.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's  directors and
executive officers,  and persons who own more than 10% of the outstanding shares
of the Company's  Common Stock, to file initial reports of beneficial  ownership
and reports of changes in  beneficial  ownership  of shares of Common Stock with
the Commission.  Such persons are required by Commission  regulations to furnish
the Company with copies of all Section 16(a) forms they file.

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished to the Company  during the year ended  December  31, 2004,  and upon a
review of Forms 5 and amendments  thereto  furnished to the Company with respect
to the year ended December 31, 2004, or upon written representations received by
the Company from  certain  reporting  persons that no Forms 5 were  required for
those persons.


                                       25
<PAGE>

AUDIT COMMITTEE AND FINANCIAL EXPERT

         We are not required to have and we do not have an Audit Committee.  The
Company's  directors  perform some of the same functions of an Audit  Committee,
such as;  recommending a firm of  independent  certified  public  accountants to
audit the  financial  statements;  reviewing  the  auditors'  independence,  the
financial  statements  and  their  audit  report;  and  reviewing   management's
administration of the system of internal accounting  controls.  The Company does
not currently have a written audit committee charter or similar document.

         We have no audit  committee  financial  expert.  Our sole  director has
financial  statement  preparation and  interpretation  ability obtained over the
years  from his past  business  experience.  We  believe  the  cost  related  to
retaining a financial  expert at this time is prohibitive.  Further,  because of
nature of our current limited operations, we believe the services of a financial
expert are not warranted.

CODE OF ETHICS

         A code of ethics  relates  to  written  standards  that are  reasonably
designed to deter wrongdoing and to promote:

         1)     Honest and ethical  conduct,  including the ethical  handling of
                actual or apparent  conflicts of interest  between  personal and
                professional relationships.

         2)     Full, fair,  accurate,  timely and understandable  disclosure in
                reports and  documents  that are filed with, or submitted to the
                Securities   and  Exchange   Commission   and  in  other  public
                communications made by the Company.

         3)     Compliance   with   applicable   government   laws,   rules  and
                regulations.

         4)     The prompt  internal  reporting of  violations of the code to an
                appropriate person or persons identified in the code; and

         5)     Accountability for adherence to the code.

         We have not  adopted a formal  code of ethics  statement.  The board of
directors  evaluated the business of the Company and the number of employees and
determined  that since the business is operated by a small number of persons who
are also the  officers  and  directors  and many of the persons  employed by the
Company are independent  contractors general rules of fiduciary duty and federal
and state criminal,  business  conduct and securities laws are adequate  ethical
guidelines.

SHAREHOLDER-DIRECTOR COMMUNICATION

         We have  neither a nominating  committee  for persons to be proposed as
directors  for  election  to the  board  of  directors  nor a formal  method  of
communicating  nominees from  shareholders.  We do not have any  restrictions on
shareholder  nominations under our certificate of incorporation or by-laws.  The
only  restrictions are those applicable  generally under Delaware  Corporate Law
and the  federal  proxy  rules.  Currently  the board of  directors  decides  on
nominees, on the recommendation of one or more members of the board. None of the
members of the board of directors are "independent." The board of directors will
consider suggestions from individual shareholders,  subject to evaluation of the
person's merits.  Stockholders may communicate nominee  suggestions  directly to
any of the board members, accompanied by biographical details and a statement of
support for the nominees. The suggested nominee must also provide a statement of
consent  to being  considered  for  nomination.  Although  there  are no  formal
criteria for nominees,  the board of directors  believes that persons  should be
actively  engaged in business  endeavors,  have a financial  background,  and be
familiar with acquisition strategies and money management.


                                       26
<PAGE>

         Management and directors of the Company have  determined not to adopt a
formal methodology for  communications  from shareholders on the belief that any
communication  would be  brought  to the  boards'  attention  by  virtue  of the
co-extensive employment.

         The board of directors  does not have a formal  policy of attendance of
directors at the annual meeting. It does encourage such attendance.  The Company
did not have an annual meeting in 2004.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of December 31, 2004, 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.  The information in the table does not reflect the Merger,
the issuance of shares  pursuant to the Merger,  or the proposed  Reverse  Stock
Split.

                                             NUMBER OF       PERCENTAGE
                                              SHARES             OF
     NAME OF PERSON OR GROUP                  OWNED *        OWNERSHIP
     -----------------------                 ----------      ----------
     Donald Byers  **                        16,400,000           46.2%



 --------------
 *       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 was the  company's  president  and  chairman of the board
         until September 30, 2004.


SECURITY OWNERSHIP OF BENEFICIAL OWNERS, MANAGEMENT AND AFFILIATES FOLLOWING THE
MERGER

         The following table sets forth certain  information with respect to the
anticipated beneficial ownership of our common stock, after giving effect to the
merger,  by each  stockholder  expected by us to be the beneficial owner of more
than 5% of GL Energy's common stock and by each of our anticipated directors and
executive  officers and all of the anticipated  directors and executive officers
as a group.  Unless  otherwise  indicated,  the  address of each of the  persons
listed below is GL Energy and  Exploration,  Inc.,  10330 Pioneer  Blvd.,  #290,
Santa Fe Springs,  California 90670. Unless otherwise indicated in the footnotes
to the following  table,  the person named beneficial owns the shares of record.
For the purposes of the following table, a person is deemed to be the beneficial
owner of any  shares of common  stock (i) over  which the  person has or shares,
directly or indirectly,  voting or investment power, or (ii) of which the person
has a right to acquire beneficial ownership at any time within 60 days after the
Effective Date of the Merger.  "Voting power" is the power to vote or direct the
voting of shares and "investment  power" includes the power to dispose or direct
the disposition of shares. An asterisk denotes beneficial ownership of less than
1%.  The  information  in the table  assumes  the  conversion  of the all of the
preferred  shares into common stock,  and does not reflect the proposed  Reverse
Stock Split.


                                       27
<PAGE>

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

     David Michery (1)                           561,045,000         85.73%
     Kent Puckett (2)                             60,955,000          9.31%
     Marcus A. Sanders                                     0          0.00%


     All executive officers and
     Directors as a group (three persons)        622,000,000         95.04%

(1) GL Energy  will  issue a total  22,500,000  shares of its  common  stock and
23,980  shares  of its  Series A  Convertible  Preferred  Stock to the  American
Southwest shareholders. David Michery and Kent Puckett are the sole shareholders
of American  Southwest.  Each share of the Series A Convertible  Preferred Stock
has a face value of $1,000.00 per share,  and is  convertible  into shares of GL
Energy's  common stock at the rate of $.04 per share.  The  aggregate  number of
shares of common stock in which the Series A Convertible  Preferred Stock may be
converted is  599,500,000.  Each share of Series A Convertible  Preferred  Stock
entitles their holder to vote the number shares equal to the number of shares of
common stock into which the shares of Series A Convertible  Preferred  Stock may
be  converted.  The  holders  of the common  stock and the Series A  Convertible
Preferred  Stock  vote as a single  class on all  matters  on which GL  Energy's
stockholders  vote, except where otherwise  required by law.  According to their
terms, the shares of Series A Convertible  Preferred Stock automatically convert
into common stock on the effective  date of the Reverse Stock Split,  and all of
the Series A Convertible  Preferred  Stock will be surrendered to GL Energy,  at
that  time.  At the time of the  Reverse  Stock  Split,  the  shares of Series A
Convertible  Preferred  Stock shall be adjusted  in the same  proportion  as the
common  stock,  and will  thereafter  the number of shares of common stock which
will  be  issued  upon  conversion  of the  preferred  shares  will  be  reduced
17,128,572.  Immediately  following the Merger,  GL Energy's  board of directors
will seek  shareholder  approval,  by  written  consent  from the  holders  of a
majority of the outstanding voting stock, of the Reverse Stock Split at the rate
of 1 share for every 35 shares  outstanding.  The board of directors has already
unanimously approved the Reverse Stock Split. After giving effect to the Reverse
Stock  Split  and  the  Merger,  American  Southwest  shareholders  will  own an
aggregate  17,771,429 shares of common stock.  Pursuant to the Merger Agreement,
David  Michery will receive  20,295,000  shares of GL Energy's  common stock and
21,630 shares of GL Energy's Series A Convertible  Preferred Stock. The Series A
Convertible  Preferred  Stock  is  convertible  into  540,750,000  shares  of GL
Energy's  common  stock.  After the approval of the Reverse  Stock Split,  David
Michery will own 16,029,857 shares of GL Energy's common stock.

(2) Pursuant to the Merger Agreement, Kent Puckett will receive 2,205,000 shares
of GL  Energy's  common  stock,  and  2,350  shares  of  GL  Energy's  Series  A
Convertible  Preferred  Stock.  The  Series  A  Convertible  Preferred  Stock is
convertible  into  58,750,000  shares of GL  Energy's  common  stock.  After the
approval of the Reverse Stock Split,  Kent Puckett will own 1,741,572  shares of
GL Energy's common stock.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         GL Energy had  outstanding  loans due from  shareholders of $104,107 at
December 31, 2004.

         In June 2003, GL Energy  entered into a management  agreement  with Mr.
Don Byers, our president and chairman of the board until September 30, 2004, for
$8,000 per month in lieu of wages. The agreement also included  providing office
space for GL Energy in lieu of rent.  Total  management  fees  incurred for 2004
were $74,409. The agreement was terminated during 2004.


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ITEM 13. EXHIBITS

a.  Exhibits

Exhibit Number          Name of Exhibit

2.1                     Agreement and Plan of Reorganization (2)

4.1                     Form of 2003 Equity Performance Plan (3)

4.2                     Form of 2004 Equity Performance Plan (4)

4.3                     Form of 2004 Stock Incentive Plan (5)

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. (1)

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. (1)

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. (1)

(1)  Filed herewith.
(2)  Previously  filed with  Information  Statement  on  Schedule  14 on January
     4,2005.
(3)  Previously filed with Form DEF 14c (information statement) on May 5, 2003.
(4)  Previously filed with Form S-8 on March 29, 2004.
(5)  Previously filed with Form S-8 on October 8, 2004.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The company paid audit and  financial  statement  review fees  totaling
$10,455 and $2,400 for the years ended December 31, 2004 and 2003,  respectively
to Malone & Bailey, PC, our current independent accountants.


Audit-Related Fees

         None

Tax Fees

         None

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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                                   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/ David Michery
                                                  -----------------------------
                                                  David Michery, CEO, President
                                                  and Chairman of the Board
                                                  (Principal Executive Officer)

                                           Date:  May 5, 2005



                                             By:  /s/ Kent Puckett
                                                  ----------------------------
                                                  Kent Puckett, CFO, Secretary
                                                  and Treasurer (Principal
                                                  Financials Officer)

                                           Date:  May 5, 2005





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