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 June 30, 2003


                        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.)


          #300-1497 Marine Drive, West Vancouver, B.C.     V7T 1B8
          --------------------------------------------    ----------
            (Address of principal executive offices)      (Zip Code)


     Registrant's telephone number, including area code   (604) 926-2873
                                                          --------------


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 July 31, 2003, the Company had
outstanding 24,333,614 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..........       8
  ITEM 3    CONTROLS AND PROCEDURES.................................      12

PART II

  ITEM 1.   LEGAL PROCEEDINGS.......................................      13
  ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS...............      13
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.........................      14
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....      14
  ITEM 5.   OTHER INFORMATION.......................................      14
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K........................      14






                                       2
<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
                                                             June 30,       December 31,
                                                               2003             2002
                                                           ------------     ------------
<S>                                                        <C>              <C>
ASSETS
   Current Assets:
      Cash and Cash Equivalents                            $        830     $     34,456
      Investment in Joint Venture                                20,000             --
      Prepaid Expenses                                            3,240              200
                                                           ------------     ------------
         TOTAL ASSETS                                      $     24,070     $     34,656
                                                           ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current Liabilities:
      Accounts Payable                                     $     54,334     $        242
      Accrued Obligation to Platoro West Incorporated            34,464           27,132
      Due to Shareholder                                         35,000           67,225
                                                           ------------     ------------
         Total Liabilities                                      123,798           94,599

   Minority Interest                                                 64              116

   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,
         24,333,614 and 1,083,614 shares
         outstanding at June 30, 2003 and
         December 31, 2002                                       24,334            1,084
      Additional Paid-in Capital                                168,277          163,356
      Deficit Accumulated During the Development Stage         (292,402)        (224,499)
                                                           ------------     ------------
         Total Shareholders' Deficit                            (99,792)         (60,059)
                                                           ------------     ------------
         TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT       $     24,070     $     34,656
                                                           ============     ============
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       3
<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
                                                    June 30, 2003     June 30, 2002
                                                    -------------     -------------
<S>                                                 <C>               <C>
REVENUES
   Revenues                                         $        --       $        --
   Cost of Revenues                                          --                --
                                                    -------------     -------------
      Gross Margin                                           --                --

EXPENSES
   Mineral Rights                                          (3,834)            3,666
   Legal and Accounting                                    18,085             9,978
   General and Administrative                              43,645               679
                                                    -------------     -------------
      Total Expenses                                       57,896            14,323

   Minority Interest in Losses of Subsidiary                  (26)              (14)
                                                    -------------     -------------
   Loss from Operations                                   (57,870)          (14,309)
                                                    -------------     -------------

   Gain on Disposal of Subsidiary                          18,261              --
                                                    -------------     -------------
   NET LOSS                                               (39,609)          (14,309)

   Deficit Accumulated During the
     Development Stage at Beginning
     of Period                                           (252,793)         (151,154)
                                                    -------------     -------------
   Deficit Accumulated During the
     Development Stage at End of Period             $    (292,402)    $    (165,463)
                                                    =============     =============

   Net Loss per Share - Basic and Diluted           $       (0.00)    $       (0.03)

   Shares used in per Share Calculation:
    Basic and Diluted                                   8,791,746           515,216

</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       4
<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
                                                     Six Months        Six Months         Inception
                                                        Ended             Ended              To
                                                    June 30, 2003     June 30, 2002     June 30, 2003
                                                    -------------     -------------     -------------
<S>                                                 <C>               <C>               <C>
REVENUES
   Revenues                                         $        --       $        --       $        --
   Cost of Revenues                                          --                --                --
                                                    -------------     -------------     -------------
      Gross Margin                                           --                --                --

EXPENSES
   Mineral Rights                                           9,832             7,332            85,830
   Legal and Accounting                                    26,447            14,715           121,266
   General and Administrative                              49,937             1,771           103,753
                                                    -------------     -------------     -------------
      Total Expenses                                       86,216            23,818           310,849

   Minority Interest in Losses of Subsidiary                  (52)              (29)             (186)
                                                    -------------     -------------     -------------
   Loss from Operations                                   (86,164)          (23,789)         (310,663)
                                                    -------------     -------------     -------------

   Gain on Disposal of Subsidiary                          18,261              --              18,261
                                                    -------------     -------------     -------------
   Net Loss                                               (67,903)          (23,789)         (292,402)

   Deficit Accumulated During the
     Development Stage at Beginning
     of Period                                           (224,499)         (141,674)             --
                                                    -------------     -------------     -------------
   Deficit Accumulated During the
     Development Stage at End of Period             $    (292,402)    $    (165,463)    $    (292,402)
                                                    =============     =============     =============

   Net Loss per Share - Basic and Diluted           $       (0.01)    $       (0.05)

   Shares used in per Share Calculation:
     Basic and Diluted                                  4,958,973           515,216

</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       5
<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
                                                           Six Months        Six Months         Inception
                                                              Ended             Ended              To
                                                          June 30, 2003     June 30, 2002     June 30, 2003
                                                          -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                               $     (67,903)    $     (23,789)    $    (292,402)
   Adjustments to Reconcile Net Deficit to Cash:
   Common Stock Issued for Services                               5,130              --               5,230
   Fair Value of Services Received                                 --                --               5,400
   Minority Interest                                                (52)               29              (186)
   Provided by (Used in) Operations:
   Prepaid Expenses                                                --                --                (200)
   Accounts Payable                                              54,092             5,871            54,334
   Accrued Obligation to Platoro West Incorporated                7,332             1,332            34,464
                                                          -------------     -------------     -------------
   NET CASH USED IN OPERATING ACTIVITIES                         (1,401)          (16,557)         (193,360)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Parties                                       (32,225)           (4,000)           35,000
   Issuance of Common Stock                                        --                --             159,190
                                                          -------------     -------------     -------------
   NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES             (32,225)           (4,000)          194,190

   NET CHANGE IN CASH AND CASH EQUIVALENTS                      (33,626)          (20,557)              830

   CASH AND CASH EQUIVALENTS
      AT BEGINNING OF PERIOD                                     34,456            59,073              --
                                                          -------------     -------------     -------------
   CASH AND CASH EQUIVALENTS
      AT END OF PERIOD                                    $         830     $      38,516     $         830
                                                          =============     =============     =============
SUPPLEMENTAL NON-CASH TRANSACTIONS:
   Issuance of common stock for assets                    $      23,040     $        --       $      23,040
                                                          =============     =============     =============
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                       6
<PAGE>


                         GL Energy and Exploration, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (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, 2002,  and reflect all  adjustments
which are, in the opinion of  management,  necessary for a fair statement of the
financial  position as of June 30, 2003,  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,  2002,  should be read in  conjunction  with this  quarterly  report on Form
10-QSB.


2.       Common Stock

         The  Company's  Board of Directors  obtained  written  consents  from a
majority of the  stockholders  as of April 23,  2003,  approving a change in the
capitalization  of the Company to effect a reverse  split of the common stock at
the rate of one share for every 22 shares outstanding and thereafter to increase
the authorized common stock,  $.001 par value ("Common  Stock"),  from 4,545,454
shares to  100,000,000  and adopting a  performance  equity plan for  10,000,000
shares (on a post-stock  split basis) of Common  Stock.  All share and per share
amounts have been restated to reflect the retroactive effect of the stock split.


3.       Investment in Joint Venture

         In June 2003,  GLEE issued  20,000,000  shares of common stock,  for an
investment  in a  mining  claim  in  Chile.  These  shares  were  issued  to two
individuals,  as follows: Donald Byers - 17,500,000 and Arthur Lang - 2,500,000.
In addition,  the Purchase  Agreement  provided  that the current  directors and
officers  would resign  effective  upon  fulfilling  the Securities and Exchange
Commission notice requirements  pursuant to the proxy rules and Schedule 14C, at
which time Messrs.  Byers and Lang would become directors and Mr. Byers would be
appointed  the  president  and Mr. Lang would be  appointed  the  secretary  and
treasurer of GLEE.





                                       7
<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

         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 May 29,  2003 our plan of  operation  was to be engaged in the
exploration  of mining  prospects  with tungsten  mineralization  located in the
Western United States.  We have an agreement with Platoro West  Incorporated,  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.  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. 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 and Platoro  West each  assigned  its  respective  obligations  under the
mineral exploration  agreement to GL Tungsten.  GL Energy owns 99.3% and Platoro
West owns .7% of GL Tungsten.  We currently do not have the financial  resources
to bring this mining project to fruition and believe that we will default on our
obligations to Platoro West.

         In February 2003 we formed a new wholly owned subsidiary, GL Gold, Inc.
GL Gold agreed to an asset purchase agreement, 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. The agreement required the company to pay a $10,000 deposit,  as well
as $590,000 for the mining claims and $150,000 for the  equipment.  The purchase
was subject to a number of conditions,  which originally  required completion on
or before April 30, 2003,  including the company  raising the purchase  amounts,
and  completing  its due  diligence.  In April 2003,  the company and the seller
agreed to extend the closing  deadline to July 31, 2003. In lieu of funding this
project we disposed of this subsidiary as noted below.

         On May 29, 2003, GL Energy and Exploration  Inc.  ("GLEE") and Wellstar
International  Inc., a Nevada  corporation  ("Wellstar"),  entered into an asset
purchase  agreement  ("Purchase  Agreement")  to acquire all of  Wellstar's  60%
interest in two mineral  claims located in Chile,  known as LaBarca  Deposit and
Duna Choapa Norte  Deposit  (together  referred to as the  "Claims") and certain
Joint  Venture  Agreements  between SEM Mining  Corporation  S.A.  and  Wellstar
("JVA's").  The rights  include the  interest to market and benefit from certain
specified  heavy metal minerals that may be obtained from the Claims,  including
gold, rutile, zircon,  magnetite,  ilmenite, nickel and rare earth oxides. There
is no assurance that these Claims have any of these mineralizations or that they
will occur in commercial levels or be economically recoverable.  The obligations
under the JVA's include  having to raise  capital to fund the Pilot Plant.  This
funding  obligation,  which may be subject  to  schedule  adjustments,  includes
US$2,000,000   which  was  originally  due  on  or  before  June  22,  2003  and
US$8,000,000  on or before January 22, 2004, On June 20, 2003, GL Energy and SEM
Mining  Corporation  S.A.  ("SEM") have amended  their Joint  Venture  Agreement
relative  to GLEE  advancing  $2,000,000  US to SEM by June 22, 2003 in order to
finance  the Pilot  Plant  Phase into  commercial  production.  GLEE,  under the
revised terms, will advance the sum of $200,000 US on or before July 1, 2003 and
the remaining balance of $1,800,000 US will be paid on or before July 31, 2003.


                                       8
<PAGE>


         On July 1, 2003 we signed a Letter  of  Intent  with a venture  capital
firm from the U.S. The loan amount is $3,000,000 in US currency for the purchase
and  construction  of a Pilot  Plant  for the  Duna  Chaopa  Norte  and La Barca
ore-body. The Pilot Plant should generate cash flow within six months of initial
financing.  The  Company  is now in the due  diligence  phase of the  Letter  of
Intent.  We can  give no  assurance  that  this  financing  arrangement  will be
completed.

History of the Claims

         The personnel of SEM Mining originally started  preliminary  evaluation
work on the La  Barca-Choapa  Norte heavy  mineral sands project in late 1995 as
part of a larger series of heavy mineral sands deposits. In 1996 and 1997 the La
Barca-Choapa  Norte project in conjunction with the adjoining Choapa Sur project
were extensively explored and tested which involved huge drill sampling, mapping
and  bench  testing  with  environmentally   friendly  and  modern  gravity  and
electro-magnetic   systems  to  recover  the  heavy  mineral  components  Rutile
(Titanium),  ilemenite,  magnetite,  olivine,  rare earth oxides,  and fine free
gold.  In 1997 the  company  conducted  tests  to  develop  marketable  products
utilizing the light mineral components of the deposits.

Consideration for JVA's

         The consideration for the Claims and JVA's was 20,000,000 shares of the
GLEE's  common  stock,  $.001  par  value.  These  shares  were  issued  to  two
individuals, at the direction of Wellstar, as follows: Donald Byers - 17,500,000
and Arthur Lang - 2,500,000.  In addition,  the Purchase Agreement provided that
the current  directors and officers would resign  effective upon  fulfilling the
Securities and Exchange  Commission  notice  requirements  pursuant to the proxy
rules and  Schedule  14C,  at which time  Messrs.  Byers and Lang  would  become
directors  and Mr. Byers would be appointed  the president and Mr. Lang would be
appointed the secretary and treasurer of GLEE.

         As a result of the  issuance of the  20,000,000  shares of Common Stock
and the change of the Board of Directors and  officers,  there has been a change
of control of GLEE.

         In connection  with the  acquisition,  we transferred  our wholly owned
subsidiary,  GL  Gold,  Inc.,  to a  debt  holder  in  partial  repayment  of an
outstanding  loan. All obligations of GL Gold as noted were transferred with the
subsidiary.  The  transfer  will also  permit  GLEE to focus its  efforts on the
Claims and fulfilling its obligations under the JVA's.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues for the quarter  ended June 30,  2003,  or since our
inception.


                                       9
<PAGE>


         We incurred  $57,896 in operating  expenses for the quarter  ended June
30, 2003. The expenses included legal and accounting fees of $18,085 incurred in
connection  with  our  compliance  filings  with  the  Securities  and  Exchange
Commission and fees associated with the preparation of documents relating to the
asset purchase  agreement.  In order to create a public  awareness as to our new
plan of operation we incurred $18,927 for public relations services.  We entered
into a management  agreement  with our president for $8,000 per month in lieu of
wages.  These  management  fees will be  accrued  and will not be paid until the
Company  receives  adequate  funding.  In addition,  we recognized a gain on our
disposal of GL Gold in the amount of $18,261.  Consulting fees for past services
paid in shares of common stock  totaled  $5,130.  The  remaining  expenses  were
incurred  for  advertising,  SEC filing fees,  general  office  expenses,  stock
transfer fees and travel.

         We incurred  $14,323 in operating  expenses for the quarter  ended June
30, 2002. The primary  expenses were for legal and accounting fees in the amount
of $9,978 incurred in connection with our compliance filings with the Securities
and Exchange Commission and $3,666 in expenses incurred for mineral rights.

         For the six months ended June 30, 2003 our operating  expenses  totaled
$86,216,  a vast majority of which were incurred  during the current quarter and
were discussed above. In addition we incurred $13,666 in mineral rights expenses
for the tungsten  project  during the first three months and $8,362 in legal and
accounting fees for SEC compliance filings.

         For the six months  ended June 30,  2002 our  operating  expenses  were
$23,818 and were incurred for mineral rights and legal and  accounting  fees for
SEC compliance filings.

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 mining  exploration  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.

         We have also relied on loans from  shareholders to fund operations.  In
conjunction  with the asset  acquisition  agreement  we  transferred  GL Gold to
shareholders  as  repayment  on loans  that  they had  made to the  Company.  In
addition  Donald Byers,  our new  President,  Chairman of the Board and majority
shareholder  loaned the Company $35,000 to settle the remaining  balance of debt
due these  shareholders.  As of June 30, 2003 we are indebted to Mr. Byers for a
total of $35,000.  The loan does not bear  interest  and will be repaid upon the
Company receiving funding.

         We  currently  have a working  capital  deficit  and only a minimum  of
operating  cash with which we can fund our  future  operations.  We must  obtain
adequate funding in order to fulfill our obligations under the asset acquisition
agreement for the  completion of the pilot and production  plants.  If we do not
receive adequate  funding,  we will have to discontinue or  substantially  scale
back our operations.

         On July 1, 2003 we signed of a Letter of Intent with a venture  capital
firm.  The loan  amount  is  $3,000,000  in US  currency  for the  purchase  and
construction  of a Pilot Plant for the Duna Chaopa Norte and La Barca  Ore-body.
The Company is now in the due  diligence  phase of the Letter of Intent.  We can
give no assurance that this financing  arrangement will be completed.  If we are
successful  in receiving  this funding we have a contingent  liability  totaling
$521,000 that will be due to 2 individuals for consulting  services  rendered in
connection with the asset  acquisition  agreement and assistance in locating the
funding.


                                       10
<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.

Change in Officers and Directors

         As  part  of the  asset  acquisition  agreement  previously  discussed,
Mitchell  Geisler and Cindy Roach  resigned as  officers  and  directors  of the
Company.  Donald  Byers and  Arthur  Lang were  appointed  as new  officers  and
directors.

         Donald Byers is the president  and sole owner of Byers & Associates,  a
firm that is a financial  and business  consulting  firm  located in  Vancouver,
British Columbia, with clients among privately and publicly traded corporations.
He has held these  positions  since  1985.  Mr.  Byers is the sole  director  of
Wellstar International Inc.

         Arthur  Lang is the sole  owner of a private  real  estate  development
company operating in Penticton, B.C. since 1990.

         On July 23, 2003, Mr. P.J.  Santos,  P. Eng. was appointed to the Board
of  Directors  of the Company.  Mr.  Santos is  President  and CEO of SEM Mining
Corporation S.A. ("SEM").  SEM retains 40% interest (the Operator) together with
GLEE's 60% interest in 2 Joint Venture Agreements.

Description of Properties

         Our  executive  office has relocated to #300-1497  Marine  Drive,  West
Vancouver,  B.C., 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.

New Accounting Pronouncements

         In November  2002,  the FASB issued  Financial  Interpretation  No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect   Guarantees  of  Indebtedness  of  Others."  FIN  45  sets  forth  the
disclosures required to be made by a guarantor in its financial statements about
its obligations  under certain  guarantees that it has issued. It also clarifies
that a guarantor is required to recognize,  at the  inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The adoption of FIN 45 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.


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<PAGE>

         In May 2003 the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity",
which  requires that certain  financial  instruments be presented as liabilities
that  were  previously   presented  as  equity  or  as  temporary  equity.  Such
instruments include mandatory redeemable preferred and common stock, and certain
options and warrants.  SFAS 150 is effective for financial  instruments  entered
into or modified after May 31, 2003 and is generally  effective at the beginning
of the first interim period  beginning after June 15, 2003. The adoption of SFAS
150 is not  expected  to  have a  material  effect  on the  Company's  financial
position or results of its operations.


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 June 30,
2003. 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 June 30, 2003,  that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.




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<PAGE>


                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

None


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Changes in Common Equity

         On April 17, 2003,  the Board  authorized a reverse split of the common
stock  at the rate of one  share  for  every  22  shares  then  outstanding  and
thereafter  an  amendment  to Article  FOURTH of the  Company's  Certificate  of
Incorporation to increase the number of authorized shares of common stock, $.001
par  value,  from  4,545,454  to  100,000,000,  as a result  of which  the total
capitalization will be returned to 105,000,000 shares of capital stock, of which
5,000,000  shares will be designated  preferred  stock and  100,000,000  will be
designated common stock. On April 23, 2003, stockholders holding an aggregate of
14,286,792  shares of common  stock,  representing  approximately  59.93% of the
outstanding  voting  securities  of the Company,  executed and  delivered to the
Company written  consents  authorizing and approving the Capital Change.  In the
judgment of the Board, the change of the Company's  capitalization  is desirable
to  consolidate  the  outstanding  float  to  enhance  its  desirability  as  an
investment and to make available sufficient shares of common stock to be able to
raise additional funds in the future,  provide for stock awards outside the 2002
Performance  Equity Plan and 2003 Plan,  if at all, and to conduct other capital
transactions. The common stock does not have any pre-emptive rights. None of the
rights of the common stock are being  changed as a result of the Capital  Change
and therefore the rights of the stockholders will remain unchanged. Stockholders
will  not be  required  to  exchange  outstanding  stock  certificates  for  new
certificates  in connection with the Capital  Change.  If any fractional  shares
result from the reverse  split,  on the basis of the aggregate  number of shares
held by a stockholder, the fractional share will be rounded up to the next whole
share.

         On April 23,  2003,  a  majority  of the  stockholders  of the  company
approved a performance  equity plan for 10,000,000 shares (on a post-stock split
basis) of Common  Stock  ("2003  Performance  Equity  Plan").  The rights of the
common stock were not changed.

         During  the  quarter  ended  June 30,  2003 we  issued  210,000  of the
registered  shares under the 2003  Performance  Equity Plan to 3 individuals for
past consulting services provided. These services were valued at $5,130.

         The  Board of  Directors  approved  a  Resolution  on June  12th,  2003
authorizing  the issuance of 3,040,000  registered  common shares under the 2003
Performance  Equity Plan to 3 Independent  Contractors for the purpose of future
shareholder and corporate  publicity  consulting  services.  These services were
valued at $3,040.

         The  common  stock is quoted on the  over-the-counter  market  (OTC BB)
under the symbol "GEEX" and quoted in the pink sheets  published by the National
Quotations  Bureau.  The  trading  volume  in the  Common  Stock has been and is
extremely limited.

Recent Sales of Unregistered Securities

         On May 29, 2003, as consideration for the asset acquisition  agreement,
the company  issued  17,500,000  shares of  unregistered  common stock to Donald
Byers,  our current  President and Chairman of the Board and 2,500,000 shares of
unregistered  common stock to Arthur Lang, our current Secretary,  Treasurer and
Director. These shares were issued on a post split basis.



                                       13
<PAGE>


         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. These shares were issued on a pre- split basis.

         In July 25, 2002, the company  completed an offering under Regulation S
to two accredited  investors.  Each investor  subscribed for 500,000 shares on a
pre-stock split 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 on a
pre-stock  split basis at $0.25 per share, on a pre-stock  dividend  basis.  The
warrants expired on July 31, 2003 and were not exercised.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

         GL  Energy  and  Exploration  Inc.  obtained  written  consents  from a
majority of the  stockholders  as of April 23,  2003,  approving a change in the
capitalization  of the Company to effect a reverse  split of the common stock at
the rate of one share for every 22 shares outstanding and thereafter to increase
the authorized common stock,  $.001 par value ("Common  Stock"),  from 4,545,454
shares to  100,000,000  and adopting a  performance  equity plan for  10,000,000
shares (on a post-stock split basis) of Common Stock ("2003  Performance  Equity
Plan").


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 (1)

    4.1        Form of 2003 Equity Performance Plan (1)

    10.1       Form of Asset Acquisition Agreement, dated as of May 29, 2003 (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.

    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.

    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) Previously filed with Form DEF 14c (information statement) on May 5, 2003.
(2) Previously filed with the Form 8-K on June 13, 2003

b)  Reports on Form 8-K

         We filed a current report with the  Securities and Exchange  Commission
on Form 8-K on June 13, 2003 and an amended Form 8-K on July 10, 2003  reporting
the asset  acquisition  agreement,  dated as of May 29,  2003,  to acquire a 60%
interest in two mineral  Claims  located in Chile and  acquired  and assumed the
rights and obligations under Joint Venture  Agreements related to the Claims. In
connection  with the  acquisition,  the  Company  transferred  its wholly  owned
subsidiary to a debt holder in partial repayment of an outstanding loan.


                                       14
<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/  Donald Byers
                                                ----------------------------
                                                Donald  Byers, President and
                                                Chairman of the Board (Principal
                                                Executive Officer and Principal
                                                Accounting Officer)

Date:  August 14, 2003






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