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, 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 July 29, 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                                          3
   ITEM 2.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS                8


 PART II
 -------

   ITEM 1.  LEGAL PROCEEDINGS                                            11
   ITEM 2.  CHANGES IN SECURITIES                                        11
   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                              11
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          11
   ITEM 5.  OTHER INFORMATION                                            11
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             11






                                       2
<PAGE>



                                     PART I
ITEM 1.   FINANCIAL STATEMENTS



                         GL Energy and Exploration, Inc.
                      (A Company in the Development Stage)
                           CONSOLIDATED BALANCE SHEET

                                                         Unaudited     Audited
                                                         June 30,      December
                                                           2002        31, 2001
                                                         ---------    ---------
ASSETS
 Current Assets
  Cash and Cash Equivalents                              $  38,516    $  59,073
  Prepaid Expenses                                            --           --
                                                         ---------    ---------

TOTAL ASSETS                                             $  38,516    $  59,073
                                                         =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current Liabilities
  Accounts Payable                                       $   7,818    $   1,947
  Accrued Obligation to Platoro West Incorporated           19,755       18,423
  Due to Shareholder                                        63,261       67,261
                                                         ---------    ---------

Total Liabilities                                           90,834       87,631

Minority Interest                                              205          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, 11,334,753 shares outstanding
    at June 30, 2002 and December 31, 2001                  11,335       11,335
 Additional Paid-in Capital                                101,605      101,605
 Deficit Accumulated during the Development Stage         (165,463)    (141,674)
                                                         ---------    ---------

Total Shareholders' Equity                                 (52,523)     (28,734)
                                                         ---------    ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $  38,516    $  59,073
                                                         =========    =========


See notes to financial statements.



                                       3
<PAGE>


                         GL Energy and Exploration, Inc.
                      (A Company in the Development Stage)
       CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT DURING
                             THE DEVELOPMENT STAGE



                                                 Unaudited         Unaudited
                                                Three Months      Three Months
                                                    Ended             Ended
                                                June 30, 2002     June 30, 2001
                                                -------------     -------------

Net Revenues                                    $        --       $        --
Cost of Revenues                                         --                --
                                                -------------     -------------

Gross Profit                                             --                --

General and Administrative Expenses
 Mineral Rights                                         3,666             2,640
 Legal and Accounting                                   9,978             7,984
 Transfer Agent                                           600               460
 Office                                                    79               200
 Compensation                                            --                --
 Organization                                            --                --
 Miscellaneous                                           --                   1
                                                -------------     -------------

Total Expenses                                         14,323            11,285
                                                -------------     -------------

Minority Interest in
Losses of Subsidiary                                      (14)             --

(Deficit) from Operations                             (14,309)          (11,285)
                                                -------------     -------------

Net (Deficit)                                         (14,309)          (11,285)

Deficit Accumulated During the
Development Stage at Beginning
of Period                                            (151,154)          (96,521)
                                                -------------     -------------

Deficit Accumulated During the
Development Stage at End
of Period                                       $    (165,463)    $    (107,806)
                                                =============     =============


Net Deficit per Share - Basic                   $       (0.00)    $       (0.04)
Net Deficit per Share - Diluted                 $       (0.00)    $       (0.04)

Shares Used in Per Calculation:
 Basic                                             11,334,753         2,659,720
 Diluted                                           11,334,753         2,659,720

See notes to financial statements.



                                       4
<PAGE>


<TABLE>
<CAPTION>
                         GL Energy and Exploration, Inc.
                      (A Company in the Development Stage)
       CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT DURING
                             THE DEVELOPMENT STAGE



                                              Unaudited          Unaudited          Unaudited
                                             Six Months         Six Months          Inception
                                                Ended              Ended               To
                                            June 30, 2002      June 30, 2001      June 30, 2002
                                            -------------      -------------      -------------
<S>                                         <C>                <C>                <C>
Net Revenues                                $        --        $        --        $        --
Cost of Revenues                                     --                 --                 --
                                            -------------      -------------      -------------

Gross Profit                                         --                 --                 --

General and Administrative Expenses
 Mineral Rights                                     7,332              7,528             64,876
 Legal and Accounting                              14,715             13,241             80,119
 Transfer Agent                                     1,250              1,410              8,595
 Office                                               379                600              4,280
 Compensation                                        --                 --                3,800
 Organization                                         142               --                2,912
 Miscellaneous                                       --                    6                984
                                            -------------      -------------      -------------

Total Expenses                                     23,818             22,785            165,566
                                            -------------      -------------      -------------
Minority Interest in
Losses of Subsidiary                                  (29)              --                 (103)

(Deficit) from Operations                         (23,789)           (22,785)          (165,463)
                                            -------------      -------------      -------------

Net (Deficit)                                     (23,789)           (22,785)          (165,463)

Deficit Accumulated During the
Development Stage at Beginning
of Period                                        (141,674)           (96,521)              --
                                            -------------      -------------      -------------
Deficit Accumulated During the
Development Stage at End
of Period                                   $    (165,463)     $    (119,306)     $    (165,463)
                                            =============      =============      =============

Net Deficit per Share - Basic               $       (0.00)     $       (0.04)
Net Deficit per Share - Diluted             $       (0.00)     $       (0.04)

Shares Used in Per Calculation:
 Basic                                         11,334,753          2,659,720
 Diluted                                       11,334,753          2,659,720

</TABLE>


See notes to financial statements.


                                       5
<PAGE>


<TABLE>
<CAPTION>

                         GL Energy and Exploration, Inc.
                      (A Company in the Development Stage)
        CONSOLIDATED STATEMENT OF CASH FLOWS DURING THE DEVELOPMENT STAGE

                                                         Unaudited          Unaudited          Unaudited
                                                        Six Months         Six Months          Inception
                                                           Ended              Ended               To
                                                       June 30, 2002      June 30, 2001      June 30, 2002
                                                       -------------      -------------      -------------
<S>                                                    <C>                <C>                <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
    Net Deficit                                        $     (23,789)     $     (22,785)     $    (165,463)
    Adjustments to Reconcile Net Deficit to Cash
      Common Stock Issued for Services                          --                 --                  100
      Fair Value of Services Received                           --                 --                3,900
      Minority Interest                                           29               --                  (45)
      Provided by (Used in) Operations:
       Accounts Payable                                        5,871            (16,048)             7,818
       Accrued obligation to
         Platoro West Incorporated                             1,332              7,332             19,755
                                                       -------------      -------------      -------------

NET CASH (USED) BY
  OPERATING ACTIVITIES                                       (16,557)           (31,501)          (133,935)
                                                       -------------      -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Parties                                     (4,000)            39,309             63,261
   Issuance of Common Stock                                     --                  700            109,190
                                                       -------------      -------------      -------------

NET CASH (USED) BY
 FINANCING ACTIVITIES                                         (4,000)            40,009            172,451
                                                       -------------      -------------      -------------

NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                            (20,557)             8,508             38,516

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                       59,073              4,401               --

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                      $      38,516      $      12,908      $      38,516
                                                       =============      =============      =============
</TABLE>

See notes to financial statements.



                                       6
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                  June 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 June 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.       SUBSEQUENT EVENTS

On July 11, 2002 the Board of Directors passed a resolution authorizing a common
stock  dividend.  The stock  dividend calls for the issuance of one share of the
Company's  common  stock for each share of common stock  outstanding.  The stock
dividend has a record date of July 26, 2002 and is payable on July 29, 2002.  In
addition,  the Board approved a 2002 Performance  Equity Plan which provides for
the  issuance of up to  3,000,000  shares of common  stock of the  Company.  The
Company's capitalization was amended to increase the common stock authorized for
issuance  thereunder from 50,000,000 shares to 100,000,000 shares. The Company's
authorized preferred stock was not changed.

In  July  2002  the  Company  completed  an  offering  under  Regulation  S to 2
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.  The warrants expire on July 31, 2003 if not exercised prior to
that date.






                                       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

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 that has acquired certain mining claims.

In May 1999, we entered into an agreement  with a mineral  exploration  company,
under  which they 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 the company
pursuant  to this  contract  and met its  obligation.  The  mineral  exploration
company  assigned this agreement on March 28, 2001 to Platoro West  Incorporated
("Platoro").  If we default  under the  contract,  the remedy  specified  in the
agreement  calls  for us to  convey  to  Platoro  all of our  rights,  title and
interest in the mining claims and to all the mineral  resources located therein.
As of June 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, a company named GL Tungsten,  Inc. was formed.  GL Tungsten
was incorporated in the state of Nevada. On October 31, 2001, GL Energy assigned
its obligations under its agreement with Platoro and all of its mining operation
activities to GL Tungsten.  In  conjunction  with that transfer of  obligations,
Platoro West agreed to reassign its agreement with GL Energy to GL Tungsten.  GL
Tungsten  is now  solely  responsible  for the  mining of  tungsten.  Along with
assigning the agreement to GL Tungsten, Platoro West agreed to cancel the shares
of common stock of GL Energy and  Exploration,  which it owned for 60,000 shares
of common  stock in GL  Tungsten.  In addition,  GL Tungsten  issued  14,940,000
shares of its common stock to GL Energy and  Exploration  in  consideration  for
$5,000.  As a result  of  these  transactions  GL  Tungsten  is now the  primary
operating  entity and is a 99.6% owned  subsidiary  of GL Energy.  The financial
statements of GL Tungsten have been consolidated with GL Energy in the financial
statements included elsewhere herein.


Company Plan of Operation

We  are  engaged  in  the   exploration   of  mining   prospects  with  tungsten
mineralization  located in the Western United  States.  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.


                                       8
<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.

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.

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 June 30, 2002 or since our inception.

We incurred $14,300 in operating expenses for the quarter ended June 30, 2002 as
compared to $11,300 for the comparable prior year quarter.  The primary expenses
for both periods were for legal and accounting  fees incurred in connection with
our compliance filings with the Securities and Exchange  Commission and expenses
incurred for mineral rights.

The net operating  loss for the current and prior year quarters were $14,300 and
$11,300  respectively  and  were  the  result  of the  aforementioned  operating
expenses. We have incurred a cumulative net loss since inception of $165,500.


Liquidity and Capital Resources:

As of June 30,  2002 our only asset was $38,500 in cash.  Our total  liabilities
were  $90,800,   which   includes   $63,300  in  short-term   notes  payable  to
shareholders. We also have a liability of $19,800 to Platoro West, Incorporated,
which represents our accrued obligations to them under the terms of an agreement
dated May 6, 1999. Total stockholders' deficit at June 30, 2002 was $52,500.

We  currently  have  minimum  working  capital with which we can fund our future
operations.  We must obtain  adequate  funding in order to fully  implement  our
business  plan.  If  we do  not  receive  adequate  funding,  we  will  have  to
discontinue or substantially  scale back our operations.  To fund our operations
to date,  we sold shares of our common stock  through a  registered  offering in
August  2001 and  received  $73,900 in cash.  We have also  relied on loans from
shareholders to fund operations. As of June 30, 2002, 2 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. In July 2002 the Company  completed an
offering under Regulation S to 2 accredited investors.  Each investor subscribed
for 250,000  shares of common stock for $25,000 cash.  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.  The warrants expire on
July 31, 2003.



                                       9
<PAGE>

We will need  additional  funding in the future to continue our  operations.  We
intend to seek either debt or equity capital or both. We have no commitments for
funding from any unrelated  parties or any other agreements that will provide us
with adequate working capital.  We cannot give any assurance that we will locate
any  funding  or enter  into any  agreements  that  will  provide  the  required
operating capital to fund our operations.


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.


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.


                                       10
<PAGE>


                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

None


ITEM 2. CHANGES IN SECURITIES

None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None


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

None


ITEM 5. OTHER INFORMATION

None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

b. Reports on Form 8-K

None



                                       11
<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 June 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







                                   Signatures

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

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

                                    Date:  August 13, 2002


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



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

  /s/ Mitchell Geisler          President & Chairman of the      August 13, 2002
  --------------------          Board
      Mitchell Geisler

  /s/ Cindy Roach               Secretary and Director           August 13, 2002
  ---------------
      Cindy Roach








                                       12
<PAGE>