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 September 30, 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
                                                            --------------


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 October 30, 2002, the Company
had outstanding 23,669,506 shares of its common stock, par value $0.001.



<PAGE>


                                TABLE OF CONTENTS

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

 PART I
 ------

  ITEM 1.   FINANCIAL STATEMENTS....................................       1
  ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS..........       6
  ITEM 3    CONTROLS AND PROCEDURES.................................       9

 PART II
 -------

  ITEM 1.   LEGAL PROCEEDINGS.......................................      10
  ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS...............      10
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.........................      10
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....      10
  ITEM 5.   OTHER INFORMATION.......................................      10
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K........................      10






<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                GL Energy and Exploration, Inc.
                             ( A Company in the Development Stage)
                                  Consolidated Balance Sheets

                                                                 Unaudited         Audited
                                                               September 30,     December 31,
                                                                   2002              2001
                                                               -------------     ------------
<S>                                                            <C>               <C>
ASSETS
  Current Assets:
     Cash and Cash Equivalents                                 $      54,034     $     59,073
     Prepaid Expenses                                                    200               --
                                                               -------------     ------------
        TOTAL ASSETS                                           $      54,234     $     59,073
                                                               =============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities:
     Accounts Payable                                          $       6,804     $      1,947
     Accrued Obligation to Platoro West Incorporated                  23,421           18,423
     Due to Shareholder                                               67,224           67,261
                                                               -------------     ------------
        TOTAL LIABILITIES                                             97,449           87,631

  Minority Interest                                                      131              176

  Shareholders' Equity:
     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, 23,669,506 shares outstanding at
        September 30, 2002                                            23,670           11,335
     Additional Paid-in Capital                                      139,270          101,605
     Deficit Accumulated During the Development Stage               (206,286)        (141,674)
                                                               -------------     ------------
        Total Shareholders' Deficit                                  (43,346)         (28,734)
                                                               -------------     ------------
        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT            $      54,234     $     59,073
                                                               =============     ============

                               See notes to financial statements
</TABLE>


                                              1
<PAGE>

<TABLE>
<CAPTION>

                                GL Energy and Exploration, Inc.
                             ( A Company in the Development Stage)
                 Consolidated Statements of Operations and Accumulated Deficit
                                 During the Development Stage

                                                      Unaudited               Unaudited
                                                     Three Months            Three Months
                                                        Ended                   Ended
                                                  September 30, 2002      September 30, 2001
                                                  ------------------      ------------------
<S>                                               <C>                     <C>
REVENUES
  Revenues                                        $               --      $               --
  Cost of Revenues                                                --                      --
                                                  ------------------      ------------------
     Gross Margin                                                 --                      --

EXPENSES
  Mineral Rights                                               7,411                   6,966
  Legal and Accounting                                        13,227                   2,692
  General and Administrative                                  20,201                   1,676
                                                  ------------------      ------------------
     Total Expenses                                           40,839                  11,334


  Minority Interest in Losses of Subsidiary                      (16)                     --
                                                  ------------------      ------------------
  Loss from Operations                                       (40,823)                (11,334)
                                                  ------------------      ------------------
  Net Loss                                                   (40,823)                (11,334)

  Deficit Accumulated During the
   Development Stage at Beginning
   of Period                                                (165,463)                (96,521)
                                                  ------------------      ------------------
  Deficit Accumulated During the
   Development Stage at End of
   Period                                         $         (206,286)     $         (107,855)
                                                  ==================      ==================

  Net Deficit per Share - Basic                   $            (0.00)     $            (0.00)
  Net Deficit per Share - Diluted                 $            (0.00)     $            (0.00)

  Shares used in per Share Calculation:
   Basic                                                  23,506,463               6,107,814
   Diluted                                                23,506,463               6,107,814


                               See notes to financial statements
</TABLE>



                                              2
<PAGE>


<TABLE>
<CAPTION>

                                          GL Energy and Exploration, Inc.
                                       ( A Company in the Development Stage)
                           Consolidated Statements of Operations and Accumulated Deficit
                                            During the Development Stage

                                                     Unaudited              Unaudited              Unaudited
                                                    Nine Months            Nine Months             Inception
                                                       Ended                  Ended                    To
                                                 September 30, 2002     September 30, 2001     September 30, 2002
                                                 ------------------     ------------------     ------------------
<S>                                              <C>                    <C>                    <C>
REVENUES
  Revenues                                       $               --     $               --     $               --
  Cost of Revenues                                               --                     --                     --
                                                 ------------------     ------------------     ------------------
     Gross Margin                                                --                     --                     --

EXPENSES
  Mineral Rights                                             14,743                 14,494                 72,287
  Legal and Accounting                                       27,942                 15,933                 93,346
  General and Administrative                                 21,972                  3,692                 40,772
                                                 ------------------     ------------------     ------------------
     Total Expenses                                          64,657                 34,119                206,405

  Minority Interest in Losses of Subsidiary                     (45)                    --                   (119)
                                                 ------------------     ------------------     ------------------
  Loss from Operations                                      (64,612)               (34,119)              (206,286)
                                                 ------------------     ------------------     ------------------
  Net Loss                                                  (64,612)               (34,119)              (206,286)

  Deficit Accumulated During the Development
   Stage at Beginning of Period                            (141,674)               (96,521)                    --
                                                 ------------------     ------------------     ------------------
  Deficit Accumulated During the Development
   Stage at End of Period                        $         (206,286)    $         (130,640)    $         (206,286)
                                                 ==================     ==================     ==================

  Net Deficit per Share - Basic                  $            (0.00)    $            (0.01)
  Net Deficit per Share - Diluted                $            (0.00)    $            (0.01)

  Shares used in per Share Calculation:
   Basic                                                 22,951,557              5,582,232
   Diluted                                               22,951,557              5,582,232


                                         See notes to financial statements
</TABLE>



                                                        3
<PAGE>


<TABLE>
<CAPTION>

                                              GL Energy and Exploration, Inc.
                                           ( A Company in the Development Stage)
                                           Consolidated Statements of Cash Flows
                                               During the Development Stage

                                                             Unaudited              Unaudited             Unaudited
                                                            Nine Months            Nine Months            Inception
                                                               Ended                  Ended                   To
                                                         September 30, 2002     September 30, 2001     September 30, 2002
                                                         ------------------     ------------------     ------------------
<S>                                                      <C>                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                               $          (64,612)    $          (34,119)    $         (206,286)
  Adjustments to Reconcile Net Deficit to Cash:
  Common Stock Issued for Services                                       --                     --                    100
  Fair Value of Services Received                                        --                     --                  3,900
  Minority Interest                                                     (45)                    --                   (119)
  Provided by (Used in) Operations:
  Prepaid Expenses                                                     (200)                    96                   (200)
  Accounts Payable                                                    4,858                (19,052)                 6,804
  Accrued Obligation to Platoro West Incorporated                     4,998                  5,998                 23,421
                                                         ------------------     ------------------     ------------------
  NET CASH (USED) BY OPERATING ACTIVITIES                           (55,001)               (47,077)              (172,380)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to Related Parties                                                (38)                34,309                 67,224
  Issuance of Common Stock                                           50,000                 74,900                159,190
                                                         ------------------     ------------------     ------------------
  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                   49,962                109,209                226,414

  NET CHANGE IN CASH AND CASH EQUIVALENTS                            (5,039)                62,132                 54,034

  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                          59,073                  4,401                     --
                                                         ------------------     ------------------     ------------------
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                    $           54,034     $           66,533     $           54,034
                                                         ==================     ==================     ==================

                                             See notes to financial statements
</TABLE>



                                                            4
<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002
                                   (Unaudited)


1.       General

         The accompanying  unaudited financial  statements have been prepared in
conformity  with the  accounting  principles  stated  in the  audited  financial
statements  for the year ended  December 31, 2001,  and reflect all  adjustments
which are, in the opinion of  management,  necessary for a fair statement of the
financial  position as of September 30, 2002,  and the results of operations for
the periods  presented.  These  statements  have not been  audited but have been
reviewed  by  the  company's  independent  certified  public  accountants.   The
operating  results for the interim  periods are not  necessarily  indicative  of
results for the full fiscal year.

         The notes to the  consolidated  financial  statements  appearing in the
company's  annual report as filed on SEC Form 10-KSB for the year ended December
31,  2001,  should be read in  conjunction  with this  quarterly  report on Form
10-QSB.


2.       Common Stock

         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.

         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.  The  financial  statements  have  been
retroactively adjusted to reflect the effect of the stock dividend.

         On 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.


3.       Stock Option Plan

         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 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.


4.       Subsidiary

         On July 29, 2002, the company's subsidiary, 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 this transaction,  the company
holds 99.3% of the outstanding stock of GL Tungsten.




                                       5
<PAGE>



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

Forward Looking Statements

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

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 September 30,
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.  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.

         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 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.



                                       6
<PAGE>



         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.

         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  currently  do not have  adequate  capital  to fully  implement  our
business plan and must obtain funding. If we do not receive adequate funding, we
will have to discontinue our operations.




                                       7
<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.


Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues for the quarter  ended  September 30, 2002, or since
our inception.

         We  incurred  $40,800  in  operating  expenses  for the  quarter  ended
September  30,  2002,  as  compared  to $11,300  for the  comparable  prior year
quarter.  The expenses  for both  periods  included  legal and  accounting  fees
incurred in  connection  with our  compliance  filings with the  Securities  and
Exchange  Commission and expenses incurred for mineral rights. In addition,  the
expenses for the quarter  ended  September  30,  2002,  included the expenses of
conducting  a study  of the  existing  mineralization  reports  relating  to the
company's Pilot Mountain project.

         The net  operating  loss for the current and prior year  quarters  were
$40,800  and  $11,300,  respectively  and were the result of the  aforementioned
operating  expenses.  We have incurred a cumulative net loss since  inception of
$206,300.

Liquidity and Capital Resources:

         As of September  30, 2002,  our assets were $54,000 in cash.  Our total
liabilities were $97,400,  which includes $67,224 in short-term notes payable to
shareholders. We also have a liability of $23,400 to Platoro West, Incorporated,
which represents our accrued  obligations  under the terms of an agreement dated
May 6, 1999. Total stockholders' deficit at September 30, 2002, was $43,300.

         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  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.

         We have also relied on loans from  shareholders to fund operations.  As
of  September  30,  2002,  two  shareholders  have loaned the company a total of
$63,300.  These loans are due on December  31,  2002,  and bear 10% interest per
annum.  Interest  on these  loans has been  waived by the  shareholders  through
December 31, 2002.

         We  currently  have a working  capital  deficit of  $43,200  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  and to  implement  our  business  plan.  If we do not receive
adequate  funding,  we will have to discontinue or substantially  scale back our
operations.



                                       8
<PAGE>


         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.

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.

Description of Properties

         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,  we are not being  charged any
rent. Any costs of this office space are considered  immaterial to the financial
statements and accordingly are not reflected therein.

         GL Tungsten has an interest in 30 claims  through  Platoro West located
in Mineral County, Nevada.

New Accounting Pronouncements

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

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

Inflation

         The Company's results of operations have not been affected by inflation
and  management  does not expect  inflation to have a significant  effect on its
operations in the future.


ITEM 3.   CONTROLS AND PROCEDURES

         Based  on the  evaluation  by Mr.  Mitchell  Geisler,  both  the  chief
executive  officer  and  chief  accounting  officer  of  the  company,   of  the
effectiveness of the company's  disclosure controls and procedures  conducted as
of a date  within  90 days of the  filing  date of this  quarterly  report,  Mr.
Geisler concluded that, as of the evaluation date, (i) there were no significant
deficiencies  or material  weaknesses of the company's  disclosure  controls and
procedures,  (ii) there were no significant  changes in the internal controls or
in other factors that could significantly affect internal controls subsequent to
the evaluation date, and (iii) no corrective actions were required to be taken.




                                       9
<PAGE>



                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         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.

         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 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.

         The  company  received  $73,900 in  connection  with the sale of common
stock  pursuant to the  self-underwritten  offering  registered on Form SB-2. Of
these proceeds,  $55,388 have been used for general administration  expenses and
professional  fees,  $9,000 has been spent to secure mineral rights,  and $9,512
have  been  used  to  conduct  exploration   expenses  in  connection  with  the
preparation  of a report of prior  geological  activities  conduced on the Pilot
Mountain project.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None


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 6,000,000 shares
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.


ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits

            3.1    Certificate of Amendment to the Certificate  of Incorporation
                   filed September 4, 2002

            4.1    Form of 2002 Equity Performance Plan

         b) Reports on Form 8-K

            None



                                       10
<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  (Principal
                                          Executive Officer and Principal
                                          Accounting Officer)

Date:  November 13, 2002





                                       11
<PAGE>



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

                                  CERTIFICATION


         I, Mitchell Geisler, certify that:

         1.     I have  reviewed  this  quarterly  report  on Form  10-QSB of GL
Energy and Exploration, Inc.;

         2.     Based on my knowledge,  this  quarterly  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 quarterly 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  quarterly
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
quarterly report (the "Evaluation Date"); and

                (c)   presented in this quarterly  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.

         6.     The registrant's  other certifying  officer and I have indicated
in this  quarterly  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: November 13, 2002                     /s/ Mitchell Geisler
                                            -----------------------
                                            Name:  Mitchell Geisler
                                            Title: President and Chief Executive
                                                   Officer and Treasurer



                                       12
<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 Quarterly  Report of GL Energy and  Exploration,  Inc. on
Form 10-QSB for the period ended September 30, 2002 as filed with the Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  each  of 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.

                                              /s/ Mitchell Geisler
                                              ---------------------------
                                              Mitchell Geisler, President and
                                              Chairman of the Board
Dated: November 13, 2002






                                       13
<PAGE>



                                  Exhibit Index


 Exhibit Number         Exhibit Description
 --------------         -------------------

     3.01               Certificate of Amendment to Certificate of Incorporation
                        filed September 4, 2002

     4.01               2002 Equity Performance Plan







                                       14
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