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, 2002

                        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) 214-1473
                                                            --------------

          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 March 26, 2003, the aggregate  market price of the voting stock held
by non-affiliates was approximately $790,580.

     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 26, 2003,  the
Company had outstanding 23,839,506 shares of its common stock, par value $0.001.



<PAGE>



                                TABLE OF CONTENTS

 ITEM NUMBER AND CAPTION                                              PAGE
 -----------------------                                              ----

 PART I

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

 PART II

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

 PART III

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

 SIGNATURES                                                            24
 CERTIFICATION                                                         25



                                       2
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Company Background

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

         In May 1999,  we entered into an agreement  with a mineral  exploration
company,  under which that company  would  locate,  stake out and record  mining
claims  that  the  mineral   exploration   company   believed  to  contain  high
concentrations of tungsten. The mineral exploration company staked 30 unpatented
claims for GL Energy pursuant to this contract.  The mineral exploration company
assigned this  agreement on March 28, 2001 to Platoro West  Incorporated.  If we
default under the contract,  the remedy  specified in the agreement calls for us
to convey to  Platoro  West all of our right  title and  interest  in the mining
claims and to all the mineral  resources  located  therein.  As of December  31,
2002, we believe that we have met all of our  obligations  under this  agreement
and do not  anticipate  defaulting  on any of the  conditions  specified  in the
agreement.

         On October 10, 2001, GL Energy formed GL Tungsten, Inc. as a subsidiary
incorporated  in the state of Nevada,  for the purpose of conducting  the mining
exploration  activities  of the company.  GL Energy holds  14,940,000  shares of
common stock of GL Tungsten, which it acquired for $5,000. GL Energy and Platoro
West each assigned its  respective  obligations  under the May 1999 agreement on
October 31, 2001 to GL Tungsten. In connection with the assignment, Platoro West
agreed to cancel  the  shares of common  stock of GL  Energy,  which it owned in
exchange  for  60,000  shares of common  stock in GL  Tungsten  and the right to
receive  further shares of common stock of GL Tungsten  pursuant to the terms of
the agreement.  On July 29, 2002, GL Tungsten,  Inc.  allocated 45,000 shares to
Platoro  West  Incorporated  pursuant to the terms of the May 1999  agreement as
payment for services.  As a result of these  transactions GL Tungsten is now the
primary  operating  entity  of GL  Energy,  and it  currently  is a 99.3%  owned
subsidiary  of GL Energy.  The  financial  statements  of GL Tungsten  have been
consolidated  with GL  Energy in the  financial  statements  included  elsewhere
herein.

         GL Energy and  Exploration,  Inc. through its newly formed wholly owned
subsidiary,  GL Gold, Inc. has agreed to an asset purchase contract, dated as of
February 25, 2003, to acquire a permitted gold mine as well as two  un-permitted
groups of mining claims which may have gold mineralization. At its election, the
company may also acquire certain mining equipment.  The mining claims and assets
are  located in Oregon.  Under the terms of the  agreement  the  company  paid a
$10,000  deposit,  and will need to pay an  additional  $590,000  for the mining
claims and  $150,000 for the  equipment.  The purchase is subject to a number of
conditions,  which must be completed on or before April 30, 2003,  including the
company  raising the purchase  amounts,  and completing  its due  diligence.  In
addition,  the company will need working capital going forward. No assurance can
be given that the company will consummate the purchase.

Company Plan of Operation

         We are engaged in the  exploration  of mining  prospects  with tungsten
mineralization  located in the Western  United States.  Through GL Tungsten,  we
currently  have a 100% interest in a tungsten  project  known as Pilot  Mountain
located in Nevada.  We intend to conduct  an  exploration  program to  determine
whether or not the  prospect  is viable for  tungsten  mining.  Tungsten-bearing
minerals such as scheelite and powellite are known to occur in the prospect.  We
cannot give any assurance  that this  exploration  process will be successful in
locating or  extracting  any tungsten or any other  mineral  that might  produce
revenue for us.

         Tungsten is considered 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 metal 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>

         In August 2002, the company commissioned a report on the Pilot Mountain
project.  The report was to assess the existing data that the company has on the
property  for the  principal  purpose of gauging  the former  determinations  of
mineralization  identification  and  occurrence  and the  likelihood  of current
realization on the assets.  The report confirms that the earlier  mineralization
identification,  which  includes  tungsten  and  other  trace  metals,  and  the
estimates of tungsten levels are consistent with one another, the geology of the
land and the personal  surveillance  of the property by the geologist  preparing
the company report. The mineralization  identifications and estimates originally
were derived using various methods performed on the Desert Sheelite,  Garnet and
Gunmetal  areas of the project,  including  vertical  drill  holes,  analysis of
samples  and  test  mining.   Mineralization  levels  were  subject  to  various
extrapolations  and dilution factors depending on the tests performed,  results,
grade  evaluations  and the geology,  none of which were determined to have been
improperly carried out.

         Notwithstanding  the report making the assessment that the property has
potential  of being  developed  by  surface  open pit  mining on a small pit and
possibly large pit basis and by partial underground mining, the report indicates
that any viable recovery of the mineralizations will depend entirely on economic
conditions  from time to time  dictated by metal  prices,  mill  recoveries  and
operating  cost  efficiencies.  Any  one or all of  these  factors  will  have a
dramatic effect on the viability of the properties.

         The report  recommends  that  additional  information  be  obtained  in
respect of the project.  Inclined drill holes should be drilled to  substantiate
or modify current geological  interpretations  and delineations of any deposits.
New preliminary  feasibility and scoping studies also must be carried out, using
various mineral prices.  A comprehensive  review should be undertaken of all the
metallurgical  reports and chemical  analyses  that exist and new  metallurgical
tests should be conducted to attempt to improve  tungsten  recoveries in certain
zones of the project.  Also,  three-dimensional  models of the various  zones of
tungsten  mineralization  should be prepared by a qualified  mining  engineer to
generate various development  scenarios so that a more current cost analysis can
be formulated.

         Undertaking  any  substantive  exploration  activities  will  require a
significant  amount of capital,  additional  time and compliance with regulatory
requirements  and ordained  methodologies.  The current  working  capital of the
company is not adequate to implement  exploration  of the property at this time.
Depending  upon the  availability  of capital and the  outlook for the  tungsten
market, the company will consider undertaking further exploration activities. We
are  continuing  our search for financing  opportunities.  We plan to drill more
holes,  update our  feasibility  study and conduct  metallurgical  and  economic
studies  with any  financing  we might  obtain.  If we do not  receive  adequate
funding, we will have to discontinue our operations.

         In addition, as previously noted, in February 2003 we made a deposit on
a gold mineralization  project. Our wholly owned subsidiary,  GL Gold, Inc. will
be conducting surveys and other exploration activities on the Oregon property to
ascertain the viability of the gold  mineralization  located at that project. We
will only perform these  activities if we are able to raise adequate  capital to
consummate this transaction.  We will need to raise additional capital above the
purchase  price  in  order  to  conduct  these  exploration  activities.  We are
currently searching for financing opportunities.



                                       4
<PAGE>


         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 July  15,  2002,  a  majority  of the  stockholders  of the  company
approved a change in the certificate of  incorporation to increase the number of
authorized  shares of common stock,  $.001 par value,  from 50,000,000 shares to
100,000,000  shares and adopted an equity  performance plan for 3,000,000 shares
(on a pre-stock  dividend basis) of common stock.  Each proposal was approved by
7,143,396 shares of common stock,  representing 62% of the outstanding shares of
common stock on the record date. The action was by majority written consent.


                                    PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

         On July 15, 2002, the  capitalization of the company was approved to be
amended to increase the number of shares of common stock authorized for issuance
thereunder  from  50,000,000  shares to  100,000,000  shares.  The rights of the
common stock were not changed.  The company's authorized preferred stock was not
changed.



                                       5
<PAGE>

         On  July  11,  2002,  the  board  of  directors   passed  a  resolution
authorizing a common stock  dividend of one share of common stock for each share
of common stock  outstanding.  The stock  dividend was paid on July 29, 2002, to
holders of record on July 26, 2002.

         In July 2002,  the board of directors and majority of the  shareholders
adopted  and  approved  an  equity   performance   plan  for  3,000,000   shares
(pre-dividend  basis)  of  common  stock  to be  issued  from  time  to  time as
determined by the board of directors to directors,  employees,  consultants  and
others. The shares under an award may be issued at less than market price in the
discretion of the board of directors.  No awards under the plan are  outstanding
as of December 31, 2002.

         The  common  stock is quoted on the  over-the-counter  market  (OTC BB)
under the symbol "GLEE" and quoted in the pink sheets  published by the National
Quotations  Bureau. The trading volume in the Common Stock is presently limited.
During the above period,  the limited  nature of the trading  market created the
potential for significant changes in the trading price for the Common Stock as a
result of relatively minor changes in the supply and demand for Common Stock and
perhaps  without  regard  to our  business  activities.  Because  of the lack of
specific  transaction  information  and our belief  that  quotations  during the
period were particularly sensitive to actual or anticipated volume of supply and
demand,  we do not believe that such quotations  during this period are reliable
indicators of a trading market for the Common Stock.

         The  market  price of our common  stock may be  subject to  significant
fluctuations  in response  to numerous  factors,  including:  variations  in our
annual or quarterly financial results or those of our competitors; conditions in
the economy in general;  announcements of key developments by competitors;  loss
of key personnel;  unfavorable  publicity  affecting our industry or us; adverse
legal  events   affecting  us;  and  sales  of  our  common  stock  by  existing
stockholders.  The last  reported sale of our  unrestricted  common stock was on
March 21, 2003 at a price of $0.035 per share.

         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.

         As of March  28,  2003 we have a total of  23,839,506  shares of common
stock issued and outstanding.

RECENT SALES OF UNREGISTERED SECURITIES

         In July 25, 2002, the company  completed an offering under Regulation S
to two accredited  investors.  Each investor  subscribed for 250,000 shares on a
pre-stock   dividend  basis  of  common  stock  for  $25,000  cash.   Under  the
subscription  agreements  the investors  were also granted common stock warrants
authorizing each investor the right to purchase up to 1,000,000 shares of common
stock at $0.25 per share, on a pre-stock  dividend basis. The warrants expire on
July 31, 2003, if not exercised prior to that date.

         In March 2003 the company  issued 170,000 shares of its common stock in
lieu of cash to the Geologist  that wrote the August 2002 report on our tungsten
property.


                                       6
<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 speaks 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, 2002 or since our
inception.

         Our expenses for the year ended December 31, 2002 were $82,800 and were
primarily  incurred  for  legal  and  accounting  fees  of  $29,400  for our SEC
compliance  filings as well as $18,500 under the mineral  rights  agreement with
Platoro.  The remainder of the expenses were incurred for the Geologist  report,
travel and other business operating expenses.

         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

         Net  operating  losses for the 2002 and 2001 fiscal  years were $82,800
and  $45,200  respectively,  and were a result of the  aforementioned  operating
expenses. We have incurred a cumulative net loss since inception of $224,500.

Liquidity and Capital Resources:

         As of December 31, 2002,  our assets were $34,700 of which  $34,500 was
in  cash.  Our  total  liabilities  were  $94,700,  which  includes  $67,200  in
short-term notes payable to shareholders. We also have a liability of $27,100 to
Platoro West,  Incorporated,  which represents our accrued obligations under the
terms of an agreement dated May 6, 1999. Total stockholders' deficit at December
31, 2002, was $60,100.

         To partially fund our mining  operations to date, we sold shares of our
common  stock.  In August 2001,  we sold  2,364,624  shares of common stock in a
self-underwritten,  registered  offering and received  $73,900 in cash.  In July
2002,  the Company  completed an offering  under  Regulation S to two accredited
investors.  Each investor subscribed for 500,000 (post stock dividend) shares of
common stock for $25,000  cash.  The  investors  were also granted  common stock
warrants  authorizing  each  investor  the  right to  currently  purchase  up to
2,000,000  shares of common stock at $0.125 per share.  The  warrants  expire on
July 31, 2003.


                                       7
<PAGE>

         We have also relied on loans from  shareholders to fund operations.  As
of  December  31,  2002,  two  shareholders  have  loaned the company a total of
$67,200.  These  loans  are due on  demand,  and bear 10%  interest  per  annum.
Interest on these loans has been waived by the shareholders through December 31,
2002.

         We  currently  have a working  capital  deficit of  $59,900  and only a
minimum of operating cash with which we can fund our future operations.  We must
obtain  adequate  funding in order to conduct  further  evaluation  of the Pilot
Mountain  project,  the Oregon project and to implement our business plan. 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.  We have no
commitments for funding from any unrelated  parties or any other agreements that
will provide us with adequate working capital. We cannot give any assurance that
we will locate any funding or enter into any  agreements  that will  provide the
required  operating  capital to fund our  operations.  In addition,  we may also
consider  strategic  alliances and mergers and acquisitions as a means to pursue
our business plan or otherwise fund the company.

New Accounting Pronouncements

         In 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").
SFAS 141 requires all business combinations initiated after June 30, 2001, to be
accounted for under the purchase method. For all business combinations for which
the date of acquisition is after June 30, 2001,  SFAS 141  establishes  specific
criteria for the recognition of intangible  assets  separately from goodwill and
requires  unallocated  negative  goodwill  to be written off  immediately  as an
extraordinary  gain,  rather than deferred and  amortized.  SFAS 142 changes the
accounting for goodwill and other  intangible  assets after an acquisition.  The
most significant changes made by SFAS 142 are: 1) goodwill and intangible assets
with  indefinite  lives will no longer be amortized;  2) goodwill and intangible
assets with  definitive  lives must be tested for impairment at least  annually;
and 3) the amortization  period for intangible  assets with finite lives will no
longer be limited to forty years. 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."  SFAS  143  establishes  accounting  requirements  for
retirement obligations  associated with intangible long-lived assets,  including
1) the  timing of the  liability  recognition,  2)  initial  measurement  of the
liability,  3) allocation  of asset  retirement  cost to expense,  4) subsequent
measurement of the liability and 5) financial  statement  disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of the related long-lived asset and subsequently  allocated to expense using the
systematic and rational method.  The Company will adopt the statement  effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from the  adoption  of SFAS 143 will be  reported  as a  cumulative  effect of a
change in accounting principle.  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 August 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 new accounting  model for long-lived  assets to be disposed
of by sale applies to all long-lived assets,  including discontinued operations,
and  replaces  the  provisions  of APB  Opinion  No. 30,  "Reporting  Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business'"  for
the  disposal  of  segments of a business.  Statement  144  requires  that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell,  whether  reported in  continuing  operations  or in  discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable  value or include  amounts  for  operating  losses  that have not yet
occurred.  Statement 144 also broadens the reporting of discontinued  operations
to include all components of an entity with operations that can be distinguished
from the  rest of the  entity  and  that  will be  eliminated  from the  ongoing
operations of the entity in a disposal transaction.  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.



                                       8
<PAGE>

         In April 2002,  the FASB approved for issuance  Statements of Financial
Accounting  Standards No. 145,  "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous  accounting  guidance,   which  required  all  gains  and  losses  from
extinguishment  of debt be classified as an  extraordinary  item. Under SFAS 145
classification of debt extinguishment  depends on the facts and circumstances of
the transaction.  SFAS 145 is effective for fiscal years beginning after May 15,
2002 and  adoption is not  expected to have a material  effect on the  Company's
financial position or results of its operations.

         In July  2002,  the FASB  issued  Statements  of  Financial  Accounting
Standards  No.  146,  "Accounting  for Costs  Associated  with Exit or  Disposal
Activities"  (SFAS  146).  SFAS  146  requires   companies  to  recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a  commitment  to an exit or  disposal  plan.  Examples  of costs
covered  by SFAS 146  include  lease  termination  costs  and  certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation,  plant closing, or other exit or disposal activity. SFAS 146 is to be
applied  prospectively to exit or disposal  activities  initiated after December
31, 2002. The adoption of SFAS 146 is not expected to have a material  effect on
the Company's financial position or results of its operations.

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

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.



                                       9
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          INDEX TO FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                         PAGE


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

Consolidated Balance Sheet for the year ended December 31, 2002           F-2

Consolidated Statements of Operations for the years ended December 31,
2002 and December 31, 2001 and inception to December 31, 2002             F-3

Consolidated  Statements of Stockholders'  Equity (Deficit) for period
from October 7, 1998 (Inception) through December 31, 2002                F-4

Consolidated Statements of Cash Flows for the years ended December 31,
2002 and December 31, 2001 and inception to December 31, 2002             F-5

Notes to Financial Statements                                             F-6




                                       10
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
GL Energy and Exploration, Inc.
Toronto, Ontario, Canada

We have audited the  accompanying  consolidated  balance  sheet of GL Energy and
Exploration,  Inc.  as of  December  31,  2002,  and  the  related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
year ended  December  31,  2002 and for each of the two years then ended and for
period  from  October 7, 1998  (inception)  through  December  31,  2002.  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. 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, 2002,  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 audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  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. as
of December 31, 2002,  and the results of its  operations and its cash flows for
each of the two  years  then  ended  and for the  period  from  October  7, 1998
(inception) through December 31, 2002, in conformity with accounting  principles
generally accepted in the United States of America.


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


March 19, 2003

                                      F-1
<PAGE>



                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002

                                     ASSETS

Cash                                                             $  34,456
Prepaid expenses                                                       200
                                                                 ---------
TOTAL ASSETS                                                     $  34,656
                                                                 =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                               $     242
  Accrued obligation to Platoro West, Inc.                          27,132
  Due to shareholder                                                67,225
                                                                 ---------
    Total current liabilities                                       94,599
                                                                 ---------

Commitments

Minority interest                                                      116

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 5,000,000 shares
    authorized, none issued and outstanding                           --
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 23,839,506 shares issued and outstanding            23,840
  Additional paid in capital                                       140,600
  Deficit accumulated during the development stage                (224,499)
                                                                 ---------
    Total Stockholders' Equity (Deficit)                           (60,059)

                                                                 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $  34,656
                                                                 =========

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



                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          Years Ended December 31, 2002
                  and 2001 and the Period from October 7, 1998
                      (Inception) through December 31, 2002

                                                                             Inception
                                                                              through
                                             Years Ended December 31,       December 31,
                                              2002             2001             2002
                                          ------------     ------------     ------------
<S>                                       <C>              <C>              <C>
General and administrative:
  Mineral rights                          $     18,454     $     15,716     $     75,998
  Legal and accounting                          29,415           22,306           94,819
  Compensation                                    --               --              3,800
  Transfer agent                                 5,117            4,465           12,462
  Other general and administrative              29,899            2,740           37,554
                                          ------------     ------------     ------------
                                                82,885           45,227          224,633
                                          ------------     ------------     ------------
Minority interests in losses of
  subsidiary                                       (60)             (74)            (134)
                                          ------------     ------------     ------------

Net loss                                  $    (82,825)    $    (45,153)    $   (224,499)
                                          ============     ============     ============
Net loss per share:
  Basic and diluted                       $      (0.00)    $      (0.00)
                                          ============     ============
Weighted average shares outstanding:
  Basic and diluted                         23,105,122       20,185,068
                                          ============     ============
</TABLE>

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



                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS'
                 EQUITY (DEFICIT) For the Period from October 7,
                   1998 (Inception) through December 31, 2002

                                                                                             Deficit
                                                                                           accumulated
                                                Common stock              Additional       during the
                                        ----------------------------        paid in        development
                                             Shares          Amount         capital           stage            Total
                                        -----------      -----------      -----------      -----------      -----------
<S>                                     <C>              <C>              <C>              <C>              <C>
Issuance of common stock to
  founders for $200                       6,301,400      $     6,302      $    (6,102)     $      --        $       200
Fair value of services performed               --               --                300             --                300
Net loss                                       --               --               --             (1,784)          (1,784)
                                        -----------      -----------      -----------      -----------      -----------
Balance,
  December 31, 1998                       6,301,400            6,302           (5,802)          (1,784)          (1,284)
Fair value of services performed               --               --              1,200             --              1,200
Net loss                                       --               --               --            (29,737)         (29,737)
                                        -----------      -----------      -----------      -----------      -----------
Balance,
  December 31, 1999                       6,301,400            6,302           (4,602)         (31,521)         (29,821)
Issuance of common stock to
  under a service agreement                  52,500               52               98             --                150
Issuance of common stock to
  directors for services                  1,400,000            1,400            2,600             --              4,000
Fair value of services performed               --               --              1,200             --              1,200
Conversion of amounts due to
  shareholder to common stock            10,829,140           10,830           20,110             --             30,940
Net loss                                       --               --               --            (65,000)         (65,000)
                                        -----------      -----------      -----------      -----------      -----------
Balance,
  December 31, 2000                      18,583,040           18,584           19,406          (96,521)         (58,531)
Issuance of common stock under
  a service agreement                        35,000               35               65             --                100
Fair value of services performed               --               --              1,200             --              1,200
Sale of common stock                      4,138,966            4,139           69,761             --             73,900
Common shares received and
  retired for minority interest in
  GL Tungsten, Inc.                         (87,500)             (88)            (162)            --               (250)
Net loss                                       --               --               --            (45,153)         (45,153)
                                        -----------      -----------      -----------      -----------      -----------
Balance,
  December 31, 2001                      22,669,506           22,670           90,270         (141,674)         (28,734)
Sale of common stock                      1,000,000            1,000           49,000             --             50,000
Fair value of services performed            170,000              170            1,330             --              1,500
Net loss                                       --               --               --            (82,825)         (82,825)
                                        -----------      -----------      -----------      -----------      -----------
Balance,
  December 31, 2002                      23,839,506      $    23,840      $   140,600      $  (224,499)     $   (60,059)
                                        ===========      ===========      ===========      ===========      ===========
</TABLE>

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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Years Ended December 31, 2002
                  and 2001 and the Period from October 7, 1998
                      (Inception) through December 31, 2002

                                                                                        Inception
                                                                                         through
                                                        Years Ended December 31,       December 31,
                                                         2002             2001             2002
                                                     ------------     ------------     ------------
<S>                                                  <C>              <C>              <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net loss                                             $    (82,825)    $    (45,153)    $   (224,499)
Adjustments to reconcile net deficit to cash
  used by operating activities:
Common stock issued for services                             --                100              100
Fair value of services received                             1,500            1,200            5,400
Minority interest                                             (60)             (74)            (134)
Net change in:
  Prepaid expenses                                           (200)              96             (200)
  Accounts payable                                         (1,705)         (16,926)             242
  Accrued obligation to Platoro West, Inc.                  8,709            7,220           27,132
                                                     ------------     ------------     ------------
CASH FLOWS USED IN OPERATING
  ACTIVITIES                                              (74,581)         (53,537)        (191,959)
                                                     ------------     ------------     ------------

CASH FLOWS FROM FINANCING
  ACTIVITIES
Proceeds from the sale of common stock                     50,000           73,900          159,190
Increase (decrease) due to shareholder                        (36)          34,309           67,225
                                                     ------------     ------------     ------------
CASH FLOWS FROM FINANCING
  ACTIVITIES                                               49,964          108,209          226,415
                                                     ------------     ------------     ------------

NET INCREASE (DECREASE) IN CASH                           (24,617)          54,672           34,456
Cash, beg. of period                                       59,073            4,401             --
                                                     ------------     ------------     ------------
Cash, end of period                                  $     34,456     $     59,073     $     34,456
                                                     ============     ============     ============
</TABLE>

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


                                      F-5
<PAGE>


                         GL ENERGY AND EXPLORATION, 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.  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
99.3% owned  subsidiary  GL Tungsten,  Inc.  ("GL  Tungsten").  All  significant
intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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-6
<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, 2002 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 $225,000 that expires in years
2019 through 2022.


NOTE 3 - RELATED PARTY TRANSACTIONS

GL Energy had outstanding  loans due from shareholders of $67,225 and $67,261 at
December 31, 2002, and 2001, 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, 2002, GL Energy had 100,000,000  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 July 2002, GL Energy increased its authorized  capital to 105,000,000  shares
of which  5,000,000  shares were  designated as preferred  stock and 100,000,000
shares were  designated  as common  stock.  Prior to this change the Company had
authorized  capital of 55,000,000  shares of which 50,000,000 were designated as
common stock and  5,000,000  were  designated  as preferred  stock.  The current
outstanding  shares of common  stock and the rights of the common stock were not
altered.

In July 2002, the board of directors  declared a 1 for 1 stock dividend for each
common share issued and outstanding for shareholders of record on July 29, 2002.
The stock dividend has been applied retroactively to prior periods.

In July 2002,  GL Energy sold  1,000,000  shares of its common stock at $.05 per
share. Total net proceeds to GL Energy were $50,000.

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

In 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.



                                      F-7
<PAGE>


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 August 2001,  GL Energy sold  4,138,966  shares of its common stock at $.0178
per share. Total net proceeds to GL Energy were $73,900.

In April 2001, GL Energy  issued  35,000  common shares for services  which were
valued at $100. Refer to Note 6 for a full discussion of the services.

In June 2000, GL Energy  converted  $30,940 of amounts due to related parties by
issuing 10,829,140 common shares.

In June 2000, GL Energy issued  1,400,000  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
$0.0028,  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.

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

In October 1999,  the board of directors  declared a 4,500 common share 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 October 1998, GL Energy  issued  6,301,400  common shares to its founders for
proceeds of $200.

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.


NOTE 5 -PERFORMANCE EQUITY PLAN

GL Energy adopted a performance equity plan (the Plan) effective July 2002 which
provides for the granting of common stock options to employees of GL Energy. The
Plan permits the issuance of up to 3,000,000  shares of common stock. No options
have been issued as of December 31, 2002.


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.

Per the terms of the contract,  the Company has made cash payments of $6,000 and
$8,496 in 2002 and 2001, 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 83,750 shares of
GL Tungsten under this agreement through December 31, 2002.



                                      F-8
<PAGE>

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

                                  Shares        Cash
                                 --------     --------
      May 6, 2003                  40,000     $ 15,000
      May 6, 2004                       -       20,000
      May 6, 2005                       -       29,000
                                 --------     --------
                                   40,000     $ 64,000
                                 ========     ========

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 $14,754 and $15,716 for the years ended
December  31,  2002 and 2001,  respectively  and  $72,298  for the  period  from
inception to December 31, 2002.  Accrued  obligations to Platoro are $27,132 and
$18,423 at December 31, 2002 and 2001, 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". 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, 2002, GL Tungsten
believed that it had met all of its past obligations under this agreement.



                                       F-9
<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.


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<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                32               President and Chairman
Cindy Roach                     40               Secretary and Director

         Mr.  Mitchell  Geisler,  32, 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 Blue Fish
Entertainment  Inc., 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.

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

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


ITEM 10. EXECUTIVE COMPENSATION

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

         Until we have sufficient capital or revenues,  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.



                                       21
<PAGE>

OTHER COMPENSATION ARRANGEMENTS

         In July 2002,  the board of directors and majority of the  shareholders
adopted and approved an equity  performance  plan for 6,000,000 shares of common
stock to be issued 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  2002  Plan  will  provide   flexibility  in  structuring
compensation  arrangements  and provide an equity  incentive  for  employees and
others who are awarded shares under the 2002 Plan. The shares under an award may
be issued at less than market price in the discretion of the board of directors.
The Company currently has no commitment to issue any awards under the 2002 Plan.
None of the  awards  as  provided  under  the  2002  Plan are  allocated  to any
particular person or class of persons among those eligible to receive awards. No
awards under the plan are outstanding.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of March 24,  2003,  the name and
shareholdings  of each  person  who owns of  record,  or was  known by us to own
beneficially,* 5% or more of the shares of the common stock currently issued and
outstanding; the name and shareholdings, including options to acquire the common
stock, of each director;  and the  shareholdings  of all executive  officers and
directors as a group.


                                                    NUMBER OF        PERCENTAGE
                                                     SHARES              OF
 NAME OF PERSON OR GROUP                             OWNED *         OWNERSHIP
 -----------------------                           ----------        ----------
 Mitchell Geisler  **                                 731,508           3.07%
 Cindy Roach ***                                      350,000           1.47%
 Marni Miller  ****                                 2,520,560          10.57%
 ZDG Investments, Ltd.                             10,684,724          44.82%

 All executive officers and
 Directors as a group (two persons)                 1,081,508           4.54%


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

 *       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.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of December 31, 2002, ZDG Investments, Ltd., a majority shareholder,
and Glen Akselrod, a minority shareholder, loaned the company a total of $67,225
in order to fund operations. Both of the above loans bear 10% interest per annum
and are due upon  demand.  Interest  has been  waived on both loans for the year
ended December 31, 2002.



                                       22
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


a.  Exhibits

Exhibit
Number              Name of Exhibit

3.1                 Certificate of Amendment to the Certificate of Incorporation
                    (filed as part of Form 10-QSB on November 13, 2002)

4.1                 Form of 2002 Equity  Performance Plan (filed as part of Form
                    10-QSB on November 13, 2002)


b. Reports on Form 8-K

         We filed a current report with the  Securities and Exchange  Commission
on Form 8-K on March 5, 2003 reporting the asset purchase contract,  dated as of
February 25, 2003, to acquire a permitted gold mine as well as two  un-permitted
groups of mining claims,  which may have gold  mineralization.  At its election,
the company may also acquire certain mining equipment.


ITEM 14. CONTROLS AND PROCEDURES

         Based  on the  evaluation  of the  Company's  disclosure  controls  and
procedures by Mr. Mitchell  Geisler,  both the chief executive officer and chief
accounting  officer of the  company,  as of a date  within 90 days of the filing
date of this annual  report,  such  officer  has  concluded  that the  Company's
disclosure  controls and procedures  are effective in ensuring that  information
required to be  disclosed by the Company in the reports that it files or submits
under  the  Securities  and  Exchange  Act of 1934,  as  amended,  is  recorded,
processed,  summarized  and  reported,  within the time period  specified by the
Securities and Exchange Commission's rules and forms.

         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.




                                       23
<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 31, 2003


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 of the Board     March 31, 2003
 ---------------------
 Mitchell Geisler

  /s/ Cindy Roach          Secretary and Director                March 31, 2003
 ----------------
 Cindy Roach





                                       24
<PAGE>



                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

         I, Mitchell Geisler, certify that:

1.  I have  reviewed  this  annual  report  on  Form  10-KSB  of GL  Energy  and
Exploration, Inc.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
         and  procedures  as of a date within 90 days of the filing date of this
         annual report (the "Evaluation Date"); and

         (c)  presented  in  this  annual  report  our  conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         (a) all significant deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,  process,   summarize,  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         (b) any fraud,  whether or not material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003                         /s/ Mitchell Geisler
                                             -----------------------------
                                      Name:  Mitchell Geisler
                                      Title: President and Chief Executive
                                             Officer and Treasurer



                                       25
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual Report of GL Energy and  Exploration,  Inc. (the
"Company")  on Form 10-KSB for the period ended  December 31, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.       The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The  information  contained  in  the  Report  fairly  presents,  in all
         material respects,  the financial condition and results of operation of
         the Company.

Date: March 31, 2003                         /s/ Mitchell Geisler
                                             -----------------------------
                                       Name: Mitchell Geisler
                                      Title: President and Chief Executive
                                             Officer and Treasurer





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<PAGE>