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, 2001
                        COMMISSION FILE NUMBER 000-31032

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

              DELAWARE                                        52-52190362
              --------                                        -----------
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

 141 ADELAIDE STREET WEST, STE 1004, TORONTO, ONTARIO           M5H 3L5
 ------------------------------------------------------         -------
       (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     (416) 777-0477 Ext. 227
                                                       -----------------------

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:
                                      None
                                      ----

                                (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:  There have been no trades in the common stock in the last 60 days.  Based
on the average sales price of the common stock issued during the offering, as of
March  18,  2002,  the  aggregate  market  price  of the  voting  stock  held by
non-affiliates was approximately $404,843.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 18, 2002, the Company had
outstanding 11,334,753 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                                    4
     ITEM 3.    LEGAL PROCEEDINGS                                          4
     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
                SECURITY HOLDERS                                           4

   PART II

     ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND
                RELATED STOCKHOLDER MATTERS                                4
     ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION OR PLAN OF OPERATION                   5
     ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                7
     ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE                    19

   PART III

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



                                       2
<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

         GL  Energy  and  Exploration,  Inc.  was  incorporated  in the state of
Delaware  on October 7, 1998 under the name LRS Group  Incorporated.  On October
15,  1998,  the name of the  corporation  was  changed to LRS  Capital,  Inc. On
October  10,  2001 the name of the  corporation  was  changed  to GL Energy  and
Exploration,  Inc. GL Energy is an  exploration  stage company that has acquired
certain mining claims.

         In May 1999,  the  company  entered  into an  agreement  with a mineral
exploration  company,  under which they would  locate,  stake out and record not
less than 20 and not more than 40 mining  claims  within 30 business days of the
date of the agreement that the mineral  exploration  company believes to contain
high  concentrations  of tungsten.  The mineral  exploration  company  staked 30
unpatented  claims for the company pursuant to this contract and met its staking
obligation. The mineral exploration company assigned this agreement on March 28,
2001 to Platoro West Incorporated.

         On October 10, 2001, a company named GL Tungsten,  Inc. was formed.  GL
Tungsten was incorporated in the state of Nevada.

         On October 31,  2001,  GL Energy  assigned  its  obligations  under its
agreement  with  Platoro  and  all  of its  mining  operation  activities  to GL
Tungsten. In conjunction with that transfer of obligations,  Platoro West agreed
to reassign  its  agreement  with GL Energy to GL  Tungsten.  GL Tungsten is now
solely  responsible  for the  mining  of  tungsten.  Along  with  assigning  the
agreement  to GL Tungsten,  Platoro  West agreed to cancel the 43,750  shares of
common stock of GL Energy and  Exploration,  which it owned for 60,000 shares of
common stock in GL Tungsten.

         On November 19, 2001,  GL Tungsten  passed a resolution to issue 60,000
shares of its common  stock to Platoro  West.  In addition,  GL Tungsten  issued
14,940,000  shares  of  its  common  stock  to  GL  Energy  And  Exploration  in
consideration for $5,000, which was paid by GL Energy to GL Tungsten.  The total
number of shares of common stock of GL Tungsten  issued and outstanding at March
18, 2002 was 15,000,000.

         GL Tungsten is now the  primary  operating  entity and is a 99.6% owned
subsidiary  of GL Energy.  The  financial  statements  of GL Tungsten  have been
consolidated  with GL  Energy in the  financial  statements  included  elsewhere
herein.

         On  November  19,  2001,  GL Energy  declared a stock  dividend  to its
shareholders.  The dividend was at the rate of 2.5  additional  shares of common
stock for each  outstanding  share. The dividend was payable on December 5, 2001
to record holders as of the close of business on November 23, 2001.


BUSINESS

         We are engaged in the  exploration  of mining  prospects  with tungsten
mineralization  located in the Western United  States.  We plan to locate mining
prospects that will produce commercially viable tungsten deposits.  Investors in
our  common  stock  should be aware  that  most  mining  prospects  do not yield
positive economic returns. Therefore, an investment in our common stock contains
a high  degree  of  risk,  which  could  result  in a  complete  loss  of  their
investment.

         We consider tungsten to be an important industrial mineral. It has many
uses in the  industrialized  world.  Some of the more  common  uses of  tungsten
include:

         o     It is utilized  with other metals to provide  strength and a wear
               resistance  for  various  kinds  of tools  used in  construction,
               mining and medal working.
         o     It is used in  many  household  products  such  as  light  bulbs,
               television sets and magetrons for microwave ovens.
         o     It is used in munitions, such as bullets, because of its strength
               and its being environmentally superior to lead or uranium.


                                       3
<PAGE>


         We have acquired a 100%  interest in a tungsten  project known as Pilot
Mountain in west-central  Nevada. We intend to conduct an exploration program to
determine  whether or not the prospect is viable for tungsten mining.  Scheelite
and  powellite,  both  tungsten-bearing  minerals  are  known  to  occur  in the
prospect.  We intend to pursue an exploration  program  consisting of geological
mapping,  geophysical and geochemical  surveys,  sampling,  diamond drilling and
metallurgical  studies to determine the economic  potential of the prospect.  If
these aspects of the exploration  program  provide  favorable  results,  we will
conduct a study on the economic  viability of this prospect.  We cannot give any
assurances that this program will have any positive affects in reaching our goal
of extracting  any tungsten or any other mineral that might produce  revenue for
us.

         We  currently  do not have  adequate  capital  to fully  implement  our
business plan and must obtain funding. If we do not receive adequate funding, we
will have to discontinue our operations (See "Liquidity and Capital Resources").

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

         We will also be subject to  regulation  by  numerous  federal and state
governmental authorities.  The most significant of these authorities will be the
Federal  Environmental  Protection  Agency,  the Bureau of Land  Management  and
comparable state agencies. If we fail to comply with any of the laws established
by these agencies,  we will be subject to possible fines, many of which could be
considerable in amount.


ITEM 2. DESCRIPTION OF PROPERTY

         Our  executive  office is located at 141 Adelaide  Street  West,  Suite
1004,  Toronto,  Ontario,  Canada.  At this location,  we share an  undesignated
amount of space with another entity.  Currently, the landlord and primary tenant
are not charging us any rent. Any costs of this office are considered immaterial
to the financial statements and accordingly are not reflected therein.


Employees

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


ITEM 3. LEGAL PROCEEDINGS

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


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

         On October 10, 2001,  the Company  received  the consents  from all the
shareholders of the Company pursuant to the General Corporation Law of Delaware,
Section  228,  authorizing  a change  of the  Company's  name to GL  Energy  and
Exploration, Inc. from LRS Capital, Inc. and increasing the number of authorized
shares to  55,000,000  shares  of which  5,000,000  shares  were  designated  as
preferred stock and 50,000,000 shares were designated as common stock.


                                    PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS


MARKET FOR COMMON STOCK

         On April 26, 2001, the Securities and Exchange  Commission approved the
registration  for a public  offering  of up to  8,000,000  shares of our  common
stock.  The offering  lasted 9 months and expired in January  2002.  During that
time we sold 591,156  (pre-dividend) shares of our common stock. As of March 18,
2002  we  have  a  total  of  11,334,753  shares  of  common  stock  issued  and
outstanding.

         The common stock is traded in the over-the-counter market and quoted on
OTC EBB under the symbol  "GLEE" and quoted in the pink sheets  published by the
National Quotations Bureau.

RECENT SALES OF UNREGISTERED SECURITIES

None




                                       4
<PAGE>



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


Forward Looking Statements

         When used in this Form  10-KSB  and in future  filings by GL Energy and
Exploration,  Inc. with the  Securities  and Exchange  Commission,  the words or
phrases  "will  likely  result,"  "management  expects,"  or we  expect,"  "will
continue," "is  anticipated,"  "estimated," or similar  expression or use of the
future tense,  are intended to identify  forward looking  statements  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995.  Readers are
cautioned not to place undue  reliance on any such  forward-looking  statements,
each of which speak only as of the date made.  These  statements  are subject to
risks and  uncertainties,  some of which are  described  below  and  others  are
described  in  other  parts of this  Form  10-KSB.  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.


Financial Condition and Changes in Financial Condition


Overall Operating Results:

         We had no revenues  for the year ended  December  31, 2001 or since our
inception.

         Operating  expenses for the year ended  December 31, 2001 were $45,200.
We incurred  $22,300 for legal and  accounting  services  rendered in connection
with our compliance  filings and the  registration of shares of our common stock
with the  Securities and Exchange  Commission.  Expenses for mineral rights were
$15,700.  Other  operating  expenses  amounted to $7,200 and were  incurred  for
supplies and stock transfer agent fees

         For the year ended  December  31, 2000 total  operating  expenses  were
$65,000 and were incurred  primarily for legal and  accounting  fees and mineral
rights.

         Net  operating  losses for the 2001 and 2000 fiscal  years were $45,200
and  $65,000  respectively,  and were a result of the  aforementioned  operating
expenses. We have incurred a cumulative net loss since inception of $141,700.


Liquidity and Capital Resources:

         We currently  have minimum  working  capital with which we can fund our
future  operations.  We must obtain adequate funding in order to fully implement
our  business  plan.  If we do not  receive  adequate  funding,  we will have to
discontinue  or  substantially  scale  back our  operations.  To fund our mining
operations  to date, we sold 591,156  (pre-dividend)  shares of our common stock
through a private  placement  in August 2001 and  received  $73,900 in cash.  In
addition, we have been reliant on loans from shareholders to fund operations. As
of December 31, 2001, 2 shareholders have loaned the company a total of $67,300.
These  loans are due on  December  31,  2002 and bear 10%  interest  per  annum.
Interest on these loans has been waived by the  shareholders  for the year ended
December 31, 2001.

         We  will  need  additional  funding  in  the  future  to  continue  our
operations.  We intend to seek either debt or equity capital or both. 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.

         As of December  31, 2001 our only asset was $59,100 in cash.  Our total
liabilities were $87,600,  which includes $67,300 in short-term notes payable to
shareholders.  In  addition,  GL Tungsten  has a liability of $18,400 to Platoro
West,  Incorporated,  which represents our accrued obligations to them under the
terms of an agreement dated May 6, 1999 under which they will locate,  stake out
and record not less than 20 and not more than 40 mining  claims for us.  Platoro
staked out 30 claims under the agreement and has fulfilled its obligation. If we
default under the contract, the remedy specified in the contract is that we will
transfer  and convey to Platoro all of our rights,  title and interest in and to
the mining claims and to all the mineral  resources located therein to which the
contract relates. In addition, in such default,  Platoro will retain all amounts
previously  paid to it and retain all shares  previously  issued to it under the
contract  (See Note 6 to the audited  financial  statements  included  elsewhere
herein).  At  December  31,  2001,  we  believe  that  we  have  met  all of our
obligations to Platoro.


                                       5
<PAGE>

         Total stockholders' deficit at December 31, 2001 was $28,700.

         We anticipate generating sufficient revenues with which we will be able
to cover exploration costs. To the extent our revenues exceed exploration costs,
we will use these funds for business expansion. Mining operations contain a high
degree of risk and we may not locate a profitable  prospect or any prospect that
contains enough minerals that would warrant further exploration


New Accounting Pronouncements

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statements of Financial  Accounting  Standards  No. 141 "Business  Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets ("SFAS 142"). The
company  does not  believe  that the  adoption of these  statements  will have a
material effect on its financial position, results of operations or cash flows.

         In June  2001,  the FASB also  approved  for  issuance  SFAS 143 "Asset
Retirement Obligations." The company will adopt the statement effective no later
than January 1, 2003,  as required.  At this time,  the company does not believe
that the adoption of this statement will effect its financial position,  results
of operations or cash flows.

         In October 2001, the FASB also approved SFAS 144,  "Accounting  for the
Impairment  or Disposal  of  Long-Lived  Assets."  SFAS 144  replaces  SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of." The  provisions  of Statement  144 are effective for financial
statements  issued for fiscal years  beginning  after  December  15, 2001,  and,
generally,  are to be applied  prospectively.  At this time,  the company cannot
estimate the effect of this  statement  on its  financial  position,  results of
operations or cash flows.


Inflation

         Our results of operations have not been affected by inflation and we do
not expect  inflation  to have a  significant  effect on our  operations  in the
future.





                                       6
<PAGE>



ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




                                       7
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                     PAGE
                                                                     ----

Report of Malone & Bailey, PLLC independent accountants               F-2

Report of Simon Krowitz Bolin & Associates, PA                        F-3

Consolidated Balance Sheet for the year ended
December 31, 2001                                                     F-4

Consolidated Statements of Operations for the years
ended December 31, 2001 and December 31, 2000 and
inception to December 31, 2001                                        F-5

Consolidated Statements of Stockholders' Equity
(Deficit) for period from October 7, 1998
(Inception) through December 31, 2001                                 F-6

Consolidated Statements of Cash Flows for the years
ended December 31, 2001 and December 31, 2000 and
inception to December 31, 2001                                        F-7

Notes to Financial Statements                                         F-8


                                       F-1



<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
GL Energy and Exploration, Inc. (formerly LRS Capital, Inc.)
Toronto, Ontario, Canada

We have audited the  accompanying  consolidated  balance  sheet of GL Energy and
Exploration,  Inc. (formerly LRS Capital, Inc.) as of December 31, 2001, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the year ended  December  31, 2001 and for the period from  October 7,
1998 (inception)  through December 31, 2001. 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  audit.  The  financial
statements for the period October 7, 1998 (inception) through December 31, 2000,
were audited by other auditors  whose report dated February 13, 2001,  which has
been furnished to us, expressed an unqualified opinion on those statements.  The
financial statements for the period October 7, 1998 (inception) through December
31,  2000,  include a net loss of  $96,521.  Our  opinion on the  statements  of
operations,  stockholders'  equity and cash flows for the period October 7, 1998
through  December 31, 2001,  insofar as it relates to amounts for prior  periods
through December 31, 2000, is based solely on the report of other auditors.

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

In our  opinion,  based on our  audit  and the  report  of other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the financial  position of GL Energy and Exploration,  Inc.
(formerly  LRS Capital,  Inc.) as of December  31, 2001,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
October 7, 1998  (inception)  through  December 31,  2001,  in  conformity  with
accounting principles generally accepted in the United States.


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



February 22, 2002

                                       F-2


<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
GL Energy and Exploration, Inc. (formerly LRS Capital, Inc.)
Toronto, Ontario, Canada

We have audited the statements of operations,  stockholders'  equity  (deficit),
and cash  flows for the year  then  ended  December  31,  2000 of GL Energy  and
Exploration,  Inc. (formerly LRS Capital,  Inc.). 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 audit.

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

In our opinion,  the  financial  statements of GL Energy and  Exploration,  Inc.
(formerly LRS Capital,  Inc.) referred to above present fairly,  in all material
respects,  the  results of its  operations  and its cash flows for the year then
ended  December 31, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States.


Simon Krowitz Bolin & Associates, PA
Rockville, Maryland


February 13, 2001

April 24, 2001
  (as to Note 6, paragraph 3)
                                       F-3


<PAGE>


                         GL ENERGY AND EXPLORATION, INC.
                          (FORMERLY LRS CAPITAL, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                   December 31


                                                                      2001
                                                                   -----------
                                     ASSETS

Cash                                                                $ 59,073
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                  $  1,947
  Accrued obligation to Platoro West, Inc.                            18,423
  Due to shareholder                                                  67,261
                                                                   -----------
    Total current liabilities                                         87,631
                                                                   -----------

Minority interest                                                        176

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 5,000,000 shares
  Authorized, none issued and outstanding                                 -
  Common stock, $.001 par value, 50,000,000 shares
  Authorized, 11,334,753 shares issued and outstanding                11,335
Additional paid in capital                                           101,605
Deficit accumulated during the development stage                    (141,674)
                                                                   -----------
  Total Stockholders' Equity (Deficit)                               (28,734)
                                                                   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $ 59,073
                                                                   ===========


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


                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                         GL ENERGY AND EXPLORATION, INC.
                          (FORMERLY LRS CAPITAL, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         For the Years Ended December 31


                                                                                    Inception
                                                                                     through
                                                                                    December 31,
                                                      2001             2000            2001
                                                   -----------      ----------      -----------
<S>                                                 <C>              <C>              <C>
Revenues                                            $        -       $       -        $      -
Cost of revenues                                             -               -               -
                                                   -----------      ----------      -----------
Gross margin                                                 -               -               -

General and administrative:
  Mineral rights                                        15,716          17,928           57,544
  Legal and accounting                                  22,306          39,111           65,404
  Compensation                                               -           3,800            3,800
  Transfer agent                                         4,465           2,880            7,345
  Office                                                 1,200           1,200            3,900
  Organization                                           1,287               -            2,771
  Other                                                    253              81              984
                                                   -----------      ----------      -----------
                                                        45,227          65,000          141,748
                                                   -----------      ----------      -----------
Minority interests in losses of subsidiary                 (74)             -               (74)
                                                   -----------      ----------      -----------
Net loss                                            $   45,153       $  65,000        $ 141,674
                                                   ===========      ==========      ===========
Net loss per share:
  Basic and diluted                                 $     0.00       $    0.01
                                                   ===========      ==========
Weighted average shares outstanding:
  Basic and diluted                                 10,092,534       6,500,938
                                                   ===========      ==========
</TABLE>

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

                                       F-5



<PAGE>

<TABLE>
<CAPTION>

                         GL ENERGY AND EXPLORATION, INC.
                          (FORMERLY LRS CAPITAL, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
              EQUITY (DEFICIT) For the Period from October 7, 1998
                      (Inception) through December 31, 2001


                                                                                       Deficit
                                                                                     accumulated
                                            Common stock             Addition al      during the
                                      ------------------------          paid          development
                                        Shares         Amount        in capital          stage
                                      ----------     ---------      ------------     -------------
<S>                                   <C>            <C>            <C>               <C>
Issuance of common stock
  to founders for $200                 3,150,700      $  3,151       $   (2,951)       $       -
Fair value of services
  Performed                                    -             -              300                -

Net loss                                       -             -                -           (1,784)
                                      ----------     ---------      ------------     -------------
Balance,
  December 31, 1998                    3,150,700         3,151           (2,651)          (1,784)
Fair value of services
Performed                                      -             -            1,200                -

Net loss                                       -             -                -          (29,737)
                                      ----------     ---------      ------------     -------------
Balance,
  December 31, 1999                    3,150,700         3,151           (1,451)         (31,521)
Issuance of common stock
  under a service agreement               26,250            26              124                -
Issuance of common stock
  to directors for services              700,000           700            3,300                -
Fair value of services
  Performed                                    -             -            1,200                -
Conversion of amounts due
to shareholder to common
  stock                                5,414,570         5,415           25,525                -

Net loss                                       -             -                -          (65,000)
                                      ----------     ---------      ------------     -------------
Balance,
  December 31, 2000                    9,291,520         9,292           28,698          (96,521)
Issuance of common stock
  under a service agreement               17,500            18               82                -
Fair value of services
  Performed                                    -             -            1,200                -
Sale of common stock                   2,069,043         2,069           71,831                -
Common shares received and
  retired for minority
  interest in GL Tungsten, Inc.          (43,750)          (44)            (206)               -
                                      ----------     ---------      ------------     -------------
Net loss                                       -             -                -          (45,153)
                                      ----------     ---------      ------------     -------------
Balance,
  December 31, 2001                   11,334,753     $  11,335       $  101,605        $(141,674)
                                      ==========     =========      ============     =============
</TABLE>

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

                                       F-6



<PAGE>


<TABLE>
<CAPTION>


                         GL ENERGY AND EXPLORATION, INC.
                          (FORMERLY LRS CAPITAL, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         For the Years Ended December 31

                                                                               Inception
                                                                                through
                                                    2001           2000           2001
                                                 ----------     ----------    ------------
<S>                                              <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          $(45,153)      $(65,000)     $ (141,674)

Adjustments to reconcile net deficit
  to cash used by operating activities:

Common stock issued for services                       100              -             100
Fair value of services received                      1,200          1,200           3,900
Minority interest                                      (74)                           (74)

Net change in:
  Prepaid expenses                                      96            (96)              -
  Accounts payable                                 (16,926)        17,540           1,947
  Accrued obligation to Platoro West,
  Inc.                                               7,220          9,664          18,423
                                                 ----------     ----------    ------------
CASH FLOWS USED IN OPERATING
ACTIVITIES                                         (53,537)       (36,692)       (117,378)
                                                 ----------     ----------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock              73,900         35,090         109,190
Increase (decrease) due to
  Shareholder                                       34,309          3,498          67,261
                                                 ----------     ----------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES               108,209         38,588         176,451
                                                 ----------     ----------    ------------

NET INCREASE (DECREASE) IN CASH                     54,672          1,896          59,073
Cash, beg. of period                                 4,401          2,505               -
                                                 ----------     ----------    ------------
Cash, end of period                               $ 59,073       $  4,401      $   59,073
                                                 ==========     ==========    ============
</TABLE>

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

                                       F-7



<PAGE>



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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


History and Business Activity

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


Principles of Consolidation

The consolidated  financial statements include the accounts of GL Energy and its
99.6%  owned  subsidiary  GL  Tungsten,  Inc.("GL  Tungsten").  All  significant
intercompany transactions and balances have been eliminated.


Use of Estimates

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


Cash and Cash Equivalents

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


Income Taxes

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


Basic and Diluted Loss Per Share

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

                                       F-8


<PAGE>


Impairment of Assets

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


Recent Accounting Pronouncements

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


NOTE 2 - INCOME TAXES

GL  Energy  has not yet  realized  income  as of the  date  of this  report,  no
provision  for income  taxes has been made.  At December 31, 2001 a deferred tax
asset has not been  recorded due to GL Energy's  lack of  operations  to provide
income to use the net operating loss carryover of $140,000 that expires in years
2019 through 2021.


NOTE 3 - RELATED PARTY TRANSACTIONS

Stockholders  of the GL  Energy  had  outstanding  loans  due from GL  Energy of
$67,261 and $32,952 at December 31, 2001, and 2000 respectively.

In June 2000, GL Energy  converted  $30,940 of amounts due to related parties by
issuing 5,414,570 common shares.


NOTE 4 - SHAREHOLDERS' EQUITY

At December 31, 2001, GL Energy had 50,000,000  authorized common shares,  $.001
par value and 5,000,000  authorized preferred shares, $.001 par value. There are
no preferred shares issued and outstanding.

In October 2001, GL Energy increased its authorized capital to 55,000,000 shares
of which  5,000,000  shares were  designated as preferred  stock and  50,000,000
shares were  designated  as common  stock.  Prior to this change the Company had
authorized  capital of 15,000,000  shares all of which were designated as common
stock.  The  current  outstanding  shares of common  stock and the rights of the
common stock were not altered.

In October 1998, GL Energy issued 700 common shares to its founders for proceeds
of $200. At December 31, 1998, GL Energy had 3,150,700  common shares issued and
outstanding  after  retroactive  adjustment  for the stock  dividends  described
below.

In October 1999, the board of directors declared a 4,500 stock dividend for each
common share issued and  outstanding  for  shareholders of record on October 28,
2000. The stock dividend has been applied retroactively to prior periods.

In May 2000,  GL Energy  issued  26,250  common  shares for services  which were
valued at $150, the equivalent  price paid on June 6, 2000 for the conversion of
due to related  party  balances into common  shares.  Refer to Note 6 for a full
discussion of the services.

In June 2000, GL Energy  issued  700,000  common  shares to three  directors for
consideration  of $200  and  compensation  for  services  from the time of their
appointment  in 2000  through  June 30,  2000.  Each common  share was valued at
$0.0057,  the equivalent price paid on June 6, 2000 for the conversion of due to
related  party  balances  into common  shares,  and a charge of $3,800  taken to
general and administrative expenses, compensation.


                                      F-9


<PAGE>



In June 2000, GL Energy  converted  $30,940 of amounts due to related parties by
issuing 5,414,570 common shares.

Since  inception,  GL  Energy  has  recorded  a  monthly  charge of $100 for the
estimated fair value of general and administrative  expenses including rent that
has been  provided to GL Energy by  shareholders,  officers and  directors of GL
Energy  without  charge.  These  expenses  have been charged to GL Energy with a
corresponding contribution to additional paid in capital.

In April 2001, GL Energy  issued  17,500  common shares for services  which were
valued at $0.0057 per share,  or $100.  Refer to Note 6 for a full discussion of
the services.

In August 2001,  GL Energy sold  2,069,043  shares of its common stock at $.0357
per share. Total net proceeds to GL Energy were $73,900.

In October 2001,  the board of directors  declared a 2.5 stock dividend for each
common share issued and  outstanding  for  shareholders of record on December 5,
2001. The stock dividend has been applied retroactively to prior periods.

In October 2001, GL Energy exchanged 60,000 shares of Tungsten for 43,750 shares
of its common stock. The 43,750 shares were immediately retired.


NOTE 5 - FINANCIAL INSTRUMENTS

Fair Value - The carrying value of cash approximates fair value.

Concentrations  of Risk -  Financial  instruments  that  potentially  subject GL
Energy to significant  concentration of credit risk consists  primarily of cash.
GL  Energy's  cash is held in an U.S.  dollar  checking  account  at a  Canadian
financial  institution  and does not  constitute a deposit that is insured under
the Canada Deposit Insurance Corporation Act. GL Energy holds $200 in petty cash
on its premises.


NOTE 6 - CONTRACT WITH PLATORO WEST, INC.

In May 1999, the Company  entered into an agreement  with a mineral  exploration
company,  under which they would  locate,  stake out and record not less than 20
and not more than 40 mining  claims  within 30 business  days of the date of the
agreement  that  the  mineral  exploration  company  believes  to  contain  high
concentrations of tungsten. The mineral exploration company staked 30 unpatented
claims for the Company pursuant to this contract and met its staking obligation.

The  agreement  was  assigned  on March 28,  2001 to Platoro  West  Incorporated
("Platoro").  On October 31, 2001, GL Energy assigned its obligations  under the
agreement to its 99.6% owned subsidiary GL Tungsten.


                                      F-10


<PAGE>



Per the terms of the contract,  the Company has made cash payments of $8,496 and
$5,000 in 2001 and 2000, respectively.  As additional compensation,  the Company
has agreed to issue common shares. The Company was initially  obligated to issue
an aggregate of 420,000  common  shares.  The Company has issued  43,750  shares
under this agreement through December 31, 2001.

GL Tungsten is obligated  to pay  additional  cash amounts and issue  additional
shares to Platoro as follows:

                                         Shares          Cash
                                        --------       --------
      May 6, 2002                        30,000         $15,000
      May 6, 2003                        40,000          15,000
      May 6, 2004                             -          20,000
      May 6, 2005                             -          20,000
                                        --------       --------
                                         70,000         $70,000
                                        ========       ========

The number of shares to be issued is subject to an anti-dilution adjustment that
requires  either  additional  or fewer  common  shares  to be  issued  if on the
issuance  date the  number of common  shares  issued and  outstanding  is either
greater than or less than 10,000,000 shares. For the remainder of the agreement,
105,000  common  shares are  required  to be issued if the total  common  shares
outstanding  are  15,000,000  on each issuance  date.  The actual number will be
calculated  on the issuance  dates and may result in either fewer or more shares
being issued  using a ratio of the number of common  shares  outstanding  on the
issuance date to the 10,000,000 common share base specified in the agreement.

The  contract  contains a clause that  obligates  Platoro to pay a  subscription
price of $0.0001 per share issued. The Company has waived this clause.

Platoro is responsible  for maintaining the claims for GL Tungsten in accordance
with state filing requirements. The primary maintenance activity is the physical
act of paying the annual fees to the state and county. As long as the claims are
held by or for GL Tungsten on the dates  payment is due to Platoro,  GL Tungsten
will be obligated to make the payments.

GL Tungsten  recognizes  expenses  ratably  over the term of the  agreement,  or
approximately  $1,222  per  month  or  $14,667  per  year  from  the date of the
contract.  Expenses increase the accrued obligation to Platoro. Payments made by
GL Tungsten  reduce the accrued  obligation to Platoro.  If total  payments made
exceed total  expenses  booked,  then the Company  records the  difference  as a
prepaid  expense.  Amounts expensed were $15,716 and $14,664 for the years ended
December  31,  2001 and 2000,  respectively  and  $57,544  for the  period  from
inception to December 31, 2001.  Accrued  obligations to Platoro are $18,423 and
$11,203 at December 31, 2001 and 2000, respectively.

GL Tungsten is also responsible for paying the filing and registration  expenses
of up to $260 per claim  staked and the  out-of-pocket  expenses of Platoro.  In
addition,  if the  prospects are  developed,  GL Tungsten will pay a net smelter
royalty  of  two  percent  of  the  actual   proceeds  from  the  sale  of  ore,
concentrates,  bullion,  minerals and other products located in, on or under the
mining  prospects.  If GL Tungsten  does not sell any  minerals  credited to its
account by electing to hold on to the precious  metals,  a royalty of 2% will be
due  nonetheless,  payable  within 90 days of the crediting to the GL Tungsten's
account.

The royalty payment obligation may be terminated by payment of specified amounts
to  Platoro.  To  terminate  the  royalty  obligation  prior to May 6, 2005,  GL
Tungsten  must  pay  $2,600,000,  less all cash  amounts  previously  paid by GL
Tungsten to Platoro.  After May 6, 2005, the termination  payment is $4,000,000,
less all cash amounts paid by GL Tungsten to Platoro.

Obligations under the contract must be performed on the basis of "time is of the
essence". Therefore, there is no ability for either party to not perform or make
a payment later than  obligated  without being in breach of the contract.  If GL
Tungsten is in default under the contract,  the remedy specified in the contract
is that it will  transfer  and  convey to Platoro  all of its  right,  title and
interest in and to the mining  claims and to all the mineral  resources  located
therein to which the contract  relates.  In addition,  in such default,  Platoro
will retain all amounts  previously paid to it and retain all shares  previously
issued to it under the contract. At December 31, 2001, GL Tungsten believed that
it had met all of its past obligations under this agreement.


                                      F-11


<PAGE>




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

         On  December  11,  2001 we filed a Form 8-K  with  the  Securities  and
Exchange Commission reporting that we changed our Independent  Accountants as of
December 6, 2001. The following information was filed in that current report:


         (a)   Previous independent accountants

               (i)  On December 6, 2001, Simon Krowitz Bolin & Associates, P.A.,
the independent accountants of GL Energy and Exploration,  Inc.  ("Registrant"),
resigned.

               (ii) The report of Simon Krowitz Bolin & Associates,  P.A. on the
2000 and 1999 financial statements  contained no adverse opinion,  disclaimer of
opinion or modification of the opinion.

               (iii)The  Registrant's  Board of  Directors  participated  in and
approved the decision to change independent accountants on December 6, 2001.

               (iv) In connection with its audits for the two most recent fiscal
years and review of unaudited  financial  statements  through  December 6, 2001,
there have been no disagreements with Simon Krowitz Bolin&  Associates,  P.A. on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure,  which disagreements if not resolved
to the satisfaction of Simon Krowitz Bolin & Associates,  P.A. would have caused
them to make reference thereto in their report on the financial statements.

               (v)  During the two most recent fiscal years and through December
6, 2001, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).

               (vi) The   Registrant   requested  that  Simon  Krowitz  Bolin  &
Associates,  P.A.  furnish it with a letter addressed to the SEC stating whether
or not it agrees  with the above  statements.  A copy of such letter is filed as
Exhibit 16.1 to Form 8-K.

         (b)   New independent accountants

         The  Registrant  engaged Malone & Bailey,  PLLC as its new  independent
accountants as of December 6, 2001.  During the two most recent fiscal years and
through December 6, 2001, the Registrant has not consulted with Malone & Bailey,
PLLC  regarding  (i) the  application  of  accounting  principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the Registrant's consolidated financial statements,  and no
written report or oral advice was provided to the Registrant by concluding there
was an  important  factor to be  considered  by the  Registrant  in  reaching  a
decision as to an accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation  S-K,  or a  reportable  event,  as  that  term  is  defined  in Item
304(a)(1)(iv) of Regulation S-K.



                                       19
<PAGE>

                                    PART III


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


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


 NAME                         AGE               POSITION
 ----                         ---               --------

Mitchell Geisler               31               President and Chairman
Cindy Roach                    39               Secretary and Director

         Mr.  Mitchell  Geisler,  31, has been the President and Chairman of the
Board  since  2000.  Mr.  Geisler  has more than 15 years of  experience  in the
hospitality and services  industry.  He has been an active member of the Toronto
business and tourist  district in a variety of  capacities,  and has worked with
many  international   corporations   including,   Prime  Restaurants,   The  Keg
Restaurants,  Cara Foods, and Sire Corp Restaurants.  Most recently,  during the
period 1998 to 2001, Mr. Geisler was president and operator of the Toronto-based
52 Restaurants Inc. He was a supervisor for Imago Restaurants from 1997 to 1998.
From 1996 to 1997 he was a manager of Ruby Beets Restaurant. Mr. M. Geisler is a
graduate  of  Toronto's  York  University  in Toronto,  and also  studied at the
University  of Tel Aviv.  Mr. M. Geisler is a director  and  president of Demand
Financial  International,  Ltd.,  a  development  stage  company  engaged in the
hospitality business.

         Ms. Cindy Roach,  has been the Secretary and a director since 2000. Ms.
Roach has over 10 years experience as a consultant with group benefits and human
resources  administration.  From 1990 to 2000,  Ms.  Roach was a group  benefits
consultant  at Watson Wyatt  Worldwide,  a multi  national  benefits  consulting
organization.


ITEM 10. EXECUTIVE COMPENSATION

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

         Until we have sufficient capital or revenues,  Mr. Geisler or Ms. Roach
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  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.




                                       20
<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of March 18,  2002,  the name and
shareholdings  of each  person  who owns of  record,  or was  known by us to own
beneficially,* 5% or more of the shares of the common stock currently issued and
outstanding; the name and shareholdings, including options to acquire the common
stock, of each director;  and the  shareholdings  of all executive  officers and
directors as a group.


                                                NUMBER OF       PERCENTAGE
                                                 SHARES             OF
  NAME OF PERSON OR GROUP                        OWNED *         OWNERSHIP
  -----------------------                       ---------        ---------
Mitchell Geisler  **                              365,754           3.23%
Cindy Roach ***                                   175,000           1.54%
Dungavel, Inc.                                  1,037,208           9.15%
Al Landau                                         887,887           7.83%
Gloria Miller                                     891,776           7.86%
Marni Miller  ****                              1,260,280          11.12%
ZDG Investments, Ltd.                           5,342,362          47.13%

All executive officers and
Directors as a group (two persons)                540,754           4.77%

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

*        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.
**       Mitch Geisler is the company's president and chairman of the board.
***      Cindy Roach is the company's secretary and a director.
****     Marni Miller is a beneficial owner of ZDG Investments, Ltd.



There are currently no outstanding options or warrants to purchase shares of our
stock.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the year ended  December  31,  2001,  ZDG  Investments,  Ltd., a
majority shareholder, loaned the company $58,799 in order to fund operations.

         During the year ended  December 31,  2001,  Glen  Akselrod,  a minority
shareholder, loaned the company $8,462 in order to fund operations.

         Both of the  above  loans  bear  10%  interest  per  annum  and are due
December  31,  2002.  Interest  has been waived on both loans for the year ended
December 31, 2001.



                                       21
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


a.  Exhibits

 Exhibit
 Number                  Name of Exhibit
 -------                 ---------------

3.1                Amendment to the Certificate of Incorporation of the Company
                   (authorizing name change) (1)

16.01              Letter on Change in Certifying Accountant (2)

-------------------------------
         (1)  Incorporated by reference from Form 8-K filed on October 24, 2001.
              SEC file number 000-31032.
         (2)  Incorporated  by  reference  from Form 8-K filed on  December  11,
              2001. SEC file number 000-31032.


b. Reports on Form 8-K

         We filed a current report with the  Securities and Exchange  Commission
on Form 8-K on October 24, 2001 reporting the following:

         On October 10, 2001, LRS Capital,  Inc.  received the consents from all
the  shareholders  of the Company  pursuant to the  General  Corporation  Law of
Delaware  authorizing two changes to the current  certificate of  incorporation.
The  Company  changed  its name to GL  Energy  and  Exploration,  Inc.  from LRS
Capital,  Inc. On the same date, the Company increased its authorized capital to
55,000,000  shares of which 5,000,000  shares were designated as preferred stock
and 50,000,000 shares were designated as common stock.  Prior to this change the
Company had authorized capital of 15,000,000 shares all of which were designated
as common stock. The current  outstanding  shares of common stock and the rights
of the common stock were not altered.

         On December 11, 2001 we filed a current report on Form 8-K with the SEC
disclosing a change in our independent accountants.




                                       22
<PAGE>



                                   SIGNATURES


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

                  (Registrant) GL ENERGY AND EXPLORATION, INC.
                               By /s/ Mitchell Geisler
                                  --------------------
                               Mitchell Geisler, President and  Chairman
                               of the Board

                  Date         March 22, 2002


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.



         Signature                      Title                       Date
         ---------                      -----                       ----

   /s/ Mitchell Geisler          President & Chairman          March 22, 2002
  ---------------------              of the Board
       Mitchell Geisler

   /s/ Cindy Roach              Secretary and Director         March 22, 2002
  ----------------
       Cindy Roach




                                       23
<PAGE>



Table of Exhibits

There are no Exhibits attached to this document.





                                       24
<PAGE>