UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period ended March 31, 2005

                        Commission File Number 000-31032


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


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


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


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



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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of May 12, 2005, the Company had
outstanding 37,382,042 shares of its common stock, par value $0.001.



<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                   PAGE

PART I

  ITEM 1.   FINANCIAL STATEMENTS........................................    3
  ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS..............    7
  ITEM 3    CONTROLS AND PROCEDURES.....................................   11

PART II

  ITEM 1.   LEGAL PROCEEDINGS...........................................   12
  ITEM 2.   CHANGES IN SECURITIES ......................................   12
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.............................   12
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   12
  ITEM 5.   OTHER INFORMATION...........................................   12
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K............................   13






                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS


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

                                                                     March 31,
                                                                       2005
                                                                    -----------
                                     ASSETS
Current Assets:
   Investment in American Southwest Music Distribution, Inc.        $    62,500
                                                                    -----------
       TOTAL ASSETS                                                 $    62,500
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accounts Payable                                                 $    24,903
   Advances from Shareholders                                           193,432
                                                                    -----------
       TOTAL LIABILITIES                                                218,335

Stockholders' Deficit:
   Preferred Stock - $0.001 par value; 5,000,000 shares
       authorized, no shares issued and outstanding                        --
   Common Stock - $0.001 par value; 100,000,000 shares
       authorized, 37,382,042 issued and outstanding                     37,382
   Additional Paid-in Capital                                         2,687,795
   Deficit Accumulated During the Development Stage                  (2,881,012)
                                                                    -----------
       Total Stockholders' Deficit                                     (155,835)
                                                                    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    62,500
                                                                    ===========







                                       3
<PAGE>
<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENTS OF EXPENSES

                                                 Three Months    Three Months     Inception
                                                    Ended           Ended          through
                                                   March 31,       March 31,       March 31,
                                                     2005            2004            2005
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
EXPENSES
   Mineral Rights                                $       --      $       --      $     85,830
   Impairment                                            --              --            20,000
   Legal and Accounting                                19,584          10,134         174,370
   General and Administrative                          14,904         226,188       2,582,910
                                                 ------------    ------------    ------------
      Total Expenses                                   34,488         236,322       2,863,110

   Minority Interest in Losses of Subsidiary             --              --                56
                                                 ------------    ------------    ------------
   Loss from Operations                               (34,488)       (236,322)     (2,863,166)
                                                 ------------    ------------    ------------

   Interest Expense                                    (3,476)         (2,153)        (17,846)
                                                 ------------    ------------    ------------
   NET LOSS                                      $    (37,964)   $   (238,475)   $ (2,881,012)
                                                 ============    ============    ============


   Net Loss per Share - Basic and Diluted        $      (0.00)   $      (0.01)
                                                 ============    ============

   Weighted average shares outstanding:
    Basic and Diluted                              37,382,042      30,265,949
                                                 ============    ============
</TABLE>





                                       4
<PAGE>
<TABLE>
<CAPTION>
                         GL ENERGY AND EXPLORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                           Three Months    Three Months     Inception
                                                              Ended           Ended          through
                                                             March 31,       March 31,       March 31,
                                                               2005            2004            2005
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                             $    (37,964)   $   (238,475)   $ (2,881,012)
     Adjustments to Reconcile Net Loss to Cash
     Used In Operating Activities:
      Common Stock Issued for Services                             --           154,000       2,294,785
      Option Expense                                               --              --           145,408
      Fair Value of Services Received                              --              --             5,400
      Impairment                                                   --              --            20,000
      Minority Interest                                            --              --                56
     Net Changes in:
      Accounts Payable                                          (13,860)         45,795          49,751
      Accrued Obligation to Platoro West Incorporated              --              --              --
                                                           ------------    ------------    ------------
      NET CASH USED IN OPERATING ACTIVITIES                     (51,824)        (38,680)       (365,612)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Investment in American Southwest Music
        Distribution, Inc.                                      (37,500)           --           (62,500)
                                                           ------------    ------------    ------------
      NET CASH USED IN INVESTING ACTIVITIES                     (37,500)           --           (62,500)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from the Sale of Common Stock                       --              --           259,528
      Net Advances from Shareholders                             89,324          38,655         168,584
                                                           ------------    ------------    ------------
      NET CASH PROVIDED USED IN FINANCING ACTIVITIES             89,324          38,655         428,112

      NET CHANGE IN CASH AND CASH EQUIVALENTS                      --               (25)           --

      CASH AND CASH EQUIVALENTS
         AT BEGINNING OF PERIOD                                    --                79            --
                                                           ------------    ------------    ------------

      CASH AND CASH EQUIVALENTS
         AT END OF PERIOD                                  $       --      $         54    $       --
                                                           ============    ============    ============

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





                                       5
<PAGE>

                         GL Energy and Exploration, Inc.

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited   interim   financial   statements  of  GL  Energy
Exploration, Inc. ("GL Energy") have been prepared in accordance with accounting
principles  generally  accepted in the United States of America and the rules of
the  Securities  and  Exchange  Commission  ("SEC"),   and  should  be  read  in
conjunction with the audited financial statements and notes thereto contained in
the Company's  registration  statement filed with the SEC on Form 10-KSB. In the
opinion  of  management,   all  adjustments,   consisting  of  normal  recurring
adjustments,  necessary for a fair  presentation  of financial  position and the
results of operations  for the interim  periods  presented  have been  reflected
herein.  The  results of  operations  for interim  periods  are not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  Notes to the
financial  statements,   which  would  substantially  duplicate  the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
2004 as reported in Form 10-KSB, have been omitted.

NOTE 2 - INVESTMENT IN AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.

In January 2005, a GL Energy  shareholder loaned $37,500 to GL Energy. The funds
were deposited into the bank account of American  Southwest Music  Distribution,
Inc., a current merger candidate.


NOTE 3 - RELATED PARTY TRANSACTIONS

GL Energy had  outstanding  loans due to  shareholders  for the total  amount of
$193,432,  which  included  accrued  interest of  $17,832.  The loans are due on
demand, bear interest at 10%, and are unsecured.






                                       6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

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

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

         The  risks  identified  here are not all  inclusive.  New risk  factors
emerge from time to time and it is not possible for management to predict all of
such risk factors,  nor can it assess the impact of all such risk factors on the
Company's  business or the extent to which any factor or  combination of factors
may cause  actual  results  to differ  materially  from those  contained  in any
forward-looking statements.  Accordingly,  forward-looking statements should not
be relied upon as a prediction of actual results.

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

Business

         GL  Energy  and  Exploration,  Inc.  was  incorporated  in the state of
Delaware  on October 7, 1998 under the name LRS Group  Incorporated.  On October
15,  1998,  the name of the  corporation  was  changed to LRS  Capital,  Inc. On
October  10,  2001 the name of the  corporation  was  changed  to GL Energy  and
Exploration,  Inc. GL Energy is a development  stage  company.  Prior to October
2004 the company had no viable business operations.

         Effective  October 1, 2004 the  company  appointed  David  Michery  and
Marcus  Sanders  to the board of  directors.  In  addition,  David  Michery  was
appointed as Chairman,  CEO, and President,  and Kent Puckett as CFO, Secretary,
and Treasurer.

Plan of Merger

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


                                       7
<PAGE>

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

         Upon  filing the  Certificate  of Merger the  control of GL Energy will
change and we will carry on the  business of American  Southwest.  The change of
control will be effected through the following actions:

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

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

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

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

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

Approval of the Plan of Merger

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


                                       8
<PAGE>

Planned Business Operations Subsequent to Merger

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

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

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

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

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

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

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

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


                                       9
<PAGE>

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues  for the  quarter  ended March 31, 2005 or since our
inception.

         We incurred  $34,488 in  operating  expenses  during the quarter  ended
March 31, 2005. Of these  expenses,  $21,790 was for legal and accounting  fees.
Rent and storage expenses totaled $8,084.  The remaining  expenses were incurred
for general operating purposes.

         We incurred $236,322 in operating  expenses for the quarter ended March
31, 2004. The expenses included legal and accounting fees of $10,134 incurred in
connection  with  our  compliance  filings  with  the  Securities  and  Exchange
Commission.  Investor  relation  cash expenses  were a $4,353.  In addition,  we
issued  1,400,000  shares of our common stock to a public  relations firm out of
our S-8 2003  performance  equity plan at a value of $154,000.  Other consulting
fees incurred for locating funding arrangements and other consulting  activities
totaled $27,751.  We entered into a management  agreement with our president for
$8,000 per month in lieu of wages.  We  incurred  $24,000 in accrued  management
fees during the quarter.

Liquidity and Capital Resources:

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

         To fund our prior  business plan  operations to date, we sold shares of
our common stock.  These sales were comprised of 2,364,624  shares of our common
stock  registered in 2001 and our  Regulation S offering of 1,000,000  shares in
2002,  which also had attached  warrants to purchase  2,000,000 shares of common
stock. These warrants expired on July 31, 2003. All shares and warrants are on a
pre-stock  split basis.  During 2004, we sold shares  through a  Registration  S
offering  in  Europe  for  total  proceeds  of  $110,428  and  sales  to 2  U.S.
consultants for total proceeds of $25,000.

         We have also  relied on loans  from  shareholders  to fund  operations.
Donald Byers, a majority  shareholder,  and three other shareholders have loaned
the company $193,432 including accrued interest as of March 31, 2005 to fund our
business  operations.  These loans bear 10% interest and will be repaid upon the
company receiving adequate funding.

         We  currently  have a working  capital  deficit  and only a minimum  of
operating  cash  with  which  we can fund our  future  operations.  If we do not
receive adequate  funding,  we will have to discontinue or  substantially  scale
back our operations.

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

Description of Properties

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


                                       10
<PAGE>

Employees/Directors

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

New Accounting Pronouncements

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

ITEM 3.  CONTROLS AND PROCEDURES

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

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's  disclosure  controls and  procedures as of March
31,  2005.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended March 31, 2005, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.




                                       11
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

Recent Sales of Unregistered Securities

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

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5.  OTHER INFORMATION

         None


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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

2.1         Agreement and Plan of Reorganization (2)

31.1        Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)
            of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley
            Act of 2002. (1)

31.2        Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)
            of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley
            Act of 2002. (1)

32.1        Certification  of  Chief  Executive   Officer  and  Chief  Financial
            Officer,  pursuant to 18 United States Code Section 1350, as enacted
            by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1)  Filed herewith.
(2)  Previously  filed with  Information  Statement on Schedule 14 on January 4,
2005.

b) Reports on Form 8-K

         On  March  2,  2005 we  filed  an  information  statement  on Form  8-K
disclosing the Merger Agreement with American Southwest Music Distribution, Inc.




                                       13
<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.



Date:  May 23, 2005                     By: /s/ David Michery
                                            ---------------------------------
                                            David Michery, CEO, President and
                                            Chairman of the Board (Principal
                                            Executive Officer)


Date:  May 23, 2005                     By: /s/ Kent Puckett
                                            --------------------------------
                                            Kent Puckett, CFO, Secretary and
                                            Treasurer (Principal Financials
                                            Officer)






                                       14
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