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, 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 October 20, 2003, the Company
had outstanding 26,693,614 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 .................................     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
                                                               September 30,      December 31,
                                                                   2003              2002
                                                               -------------     -------------
<S>                                                            <C>               <C>
ASSETS
   Current Assets:
      Cash and Cash Equivalents                                $         405     $      34,456
      Investment in Joint Venture                                     20,000              --
      Prepaid Expenses                                                 2,280               200
                                                               -------------     -------------
         TOTAL ASSETS                                          $      22,685     $      34,656
                                                               =============     =============

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current Liabilities:
      Accounts Payable                                         $      21,476     $         242
      Accounts Payable - Related Party                                32,000              --
      Accrued Obligation to Platoro West Incorporated                   --              27,132
      Due to Shareholders                                             45,800            67,225
                                                               -------------     -------------
         Total Liabilities                                            99,276            94,599

   Minority Interest                                                     306               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, 26,693,614 and 1,083,614 shares
         outstanding at September 30, 2003 and
         December 31, 2002                                            26,694             1,084
      Additional Paid-in Capital                                     168,277           163,356
      Deficit Accumulated During the Development Stage              (271,867)         (224,499)
                                                               -------------     -------------
         Total Shareholders' Deficit                                 (76,897)          (60,059)
                                                               -------------     -------------
         TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT           $      22,685     $      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


                                                     Unaudited             Unaudited
                                                    Three Months          Three Months
                                                       Ended                 Ended
                                                 September 30, 2003    September 30, 2002
                                                 ------------------    ------------------
<S>                                              <C>                   <C>
REVENUES
   Revenues                                      $             --      $             --
   Cost of Revenues                                            --                    --
                                                 ------------------    ------------------
      Gross Margin                                             --                    --

EXPENSES
   Mineral Rights                                              --                   7,411
   Legal and Accounting                                       6,313                13,227
   General and Administrative                                 7,375                20,201
                                                 ------------------    ------------------
      Total Expenses                                         13,688                40,839

   Minority Interest in Losses of Subsidiary                    241                   (16)
                                                 ------------------    ------------------
   Loss from Operations                                     (13,929)              (40,823)
                                                 ------------------    ------------------

   Forgiveness of Debt                                       34,464                  --
   Gain on Disposal of Subsidiary                              --                    --
                                                 ------------------    ------------------
   NET INCOME (LOSS)                                         20,534               (40,823)
                                                 ==================    ==================

   Net Income (Loss) per Share - Basic
     and Diluted                                 $             0.00    $            (0.04)

   Shares used in per Share Calculation:
    Basic and Diluted                                    25,513,614             1,068,476

</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


                                                     Unaudited              Unaudited              Unaudited
                                                    Nine Months            Nine Months             Inception
                                                       Ended                  Ended                    To
                                                 September 30, 2003     September 30, 2002     September 30, 2003
                                                 ------------------     ------------------     ------------------
<S>                                              <C>                    <C>                    <C>
REVENUES
   Revenues                                      $             --       $             --       $             --
   Cost of Revenues                                            --                     --                     --
                                                 ------------------     ------------------     ------------------
      Gross Margin                                             --                     --                     --

EXPENSES
   Mineral Rights                                             9,832                 14,743                 85,830
   Legal and Accounting                                      32,760                 27,942                127,579
   General and Administrative                                57,312                 21,972                111,128
                                                 ------------------     ------------------     ------------------
      Total Expenses                                         99,904                 64,657                324,537

   Minority Interest in Losses of Subsidiary                    190                    (45)                    56
                                                 ------------------     ------------------     ------------------
   Loss from Operations                                    (100,094)               (64,612)              (324,593)
                                                 ------------------     ------------------     ------------------

   Forgiveness of Debt                                       34,464                   --                   34,464
   Gain on Disposal of Subsidiary                            18,261                   --                   18,261
                                                 ------------------     ------------------     ------------------
   NET LOSS                                      $          (47,369)    $          (64,612)    $         (271,868)
                                                 ==================     ==================     ==================

   Net Loss per Share - Basic and Diluted        $            (0.00)    $            (0.06)

   Shares used in per Share Calculation:
    Basic and Diluted                                    11,885,812              1,043,253

</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
                                                                  Nine Months           Nine Months            Inception
                                                                     Ended                 Ended                   To
                                                               September 30, 2003    September 30, 2002    September 30, 2003
                                                               ------------------    ------------------    ------------------
<S>                                                            <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                    $          (47,369)   $          (64,612)   $         (271,868)
   Adjustments to Reconcile Net Deficit to Cash:
   Common Stock Issued for Services                                        10,531                  --                  10,631
   Fair Value of Services Received                                           --                    --                   5,400
   Minority Interest                                                          190                   (45)                   56
   Provided by (Used in) Operations:
   Prepaid Expenses                                                        (2,080)                 (200)               (2,280)
   Accounts Payable                                                        21,234                 4,858                21,476
   Accounts Payable - Related Party                                        32,000                  --                  32,000
   Accrued Obligation to Platoro West Incorporated                        (27,132)                4,998                  --
                                                               ------------------    ------------------    ------------------
   NET CASH USED IN OPERATING ACTIVITIES                                  (12,626)              (55,001)             (204,335)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Parties                                                 (21,425)                  (38)               45,800
   Issuance of Common Stock                                                  --                  50,000               158,940
                                                               ------------------    ------------------    ------------------
   NET CASH PROVIDED USED IN FINANCING ACTIVITIES                         (21,425)               49,962               204,740

   NET CHANGE IN CASH AND CASH EQUIVALENTS                                (34,051)               (5,039)                  405

   CASH AND CASH EQUIVALENTS
      AT BEGINNING OF PERIOD                                               34,456                59,073                  --
                                                               ------------------    ------------------    ------------------
   CASH AND CASH EQUIVALENTS
      AT END OF PERIOD                                         $              405    $           54,034    $              405
                                                               ==================    ==================    ==================
   Supplemental Non-cash Transactions:
      Issuance of common stock for assets                      $           20,000    $             --      $           20,000
                                                               ==================    ==================    ==================
</TABLE>

                        See notes to financial statements



                                       6
<PAGE>


                         GL Energy and Exploration, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                               September 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 September 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.

         During the nine months ended  September  30, 2003 the Company  issued a
total of 25,610,000  shares of common stock on a post reverse  split basis.  The
issuances were as follows:

         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.

         The Company  issued  210,000 of the  registered  shares  under the 2003
Performance Equity Plan to 3 individuals for past consulting services provided.

         The Company issued  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.

         The Company issued  2,360,000  registered  common shares under the 2003
Performance  Equity Plan to 2 independent public relations firms for the purpose
of shareholder consulting services.


3.       Investment in Joint Venture

         In June 2003, GL Energy & Exploration,  Inc. ("GEEX") 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 GEEX.


4.       Management Agreement

         The Company entered into a management  agreement with our President and
Chairman of the Board for $8,000 per month in lieu of wages.  The agreement also
includes  providing  office  space  for  the  Company  in lieu  of  rent.  These
management fees will be accrued and will not be paid until the Company  receives
adequate funding.


5.       Forgiveness of Debt

         The Company had 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 the Company  defaulted under
the contract,  the remedy  specified in the agreement  called for the Company to
convey to Platoro West all of its right title and interest in the mining  claims
and to all the mineral resources located therein.  On August 7, 2003 the Company
notified  Platoro West that it was terminating  this agreement and forfeited all
its rights and interest in the applicable mining claims.  The Company recognized
other  income of $34,464 for the  forgiveness  of debt due to Platoro  West upon
cancellation of the agreement and the transfer of all rights to the claims.



                                       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 had 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 defaulted
under the  contract,  the remedy  specified  in the  agreement  called 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. On August 7, 2003 we notified Platoro West that we
were terminating this agreement and forfeited all our rights and interest in the
applicable mining claims.

         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.  ("GEEX") 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 July 1, 2003, GL Energy and SEM
Mining  Corporation  S.A.  ("SEM") have amended  their Joint  Venture  Agreement
relative  to GEEX  advancing  $2,000,000  US to SEM by June 22, 2003 in order to
finance  the Pilot  Plant  Phase into  commercial  production.  GEEX,  under the
revised terms,  will advance the sum of  US$2,000,000  for the Pilot Plant on or
before  January 22, 2004 relative to the 60% interest.  The terms and conditions
for the funding of the JVA for the Production Plant Phase remained  unchanged at
US$8,000,000 by January 22, 2004.


                                       8
<PAGE>

         On July 1, 2003 we signed a Letter  of  Intent  with a venture  capital
firm  from the U.S.  The loan  amount  was  $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 has terminated the  finalization of this Letter of
Intent.

         On July 28, 2003 we signed a Term Sheet with Cornell  Capital  Partners
LP whereby  Cornell would commit to fund up to  $11,000,000 in US currency to GL
Energy and Exploration Inc. from time to time over the course of 24 months.  The
timing and amounts  would be at the  discretion  of GL Energy and the  aggregate
dollar  amount in any  thirty-day  calendar  period  would be up to a maximum of
$1,000,000.  The Company is now in the due diligence phase of the Term Sheet. 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
GEEX'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 GEEX.

         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 GEEX.

         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  GEEX 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  September 30, 2003, or since
our inception.


                                       9
<PAGE>

         We  incurred  $13,688  in  operating  expenses  for the  quarter  ended
September 30, 2003. The expenses  included  legal and accounting  fees of $6,313
incurred in  connection  with our  compliance  filings with the  Securities  and
Exchange  Commission  and fees  associated  with the  preparation  of  documents
relating to the funding  agreement.  Investor  relation expenses were a negative
$10,964  due to the  cancellation  during  the  current  quarter  of a  previous
investor relation agreement totaling $17,250. These expenses had been accrued at
June 30, 2003.  We had new investor  related  expenses of $6,286 of which $2,360
were non-cash  expenses.  We issued 1,180,000 shares of our common stock each to
two shareholder  relations firms out of our S-8 stock plan at a value of $2,360.
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.  We incurred  $24,000 in accrued
management fees during the quarter.

         During the current  quarter we  recognized  other income of $34,464 for
the  forgiveness  of debt due to Platoro West. As previously  noted we cancelled
that  agreement in August and  transferred  all our rights to Platoro in lieu of
the amounts owed them.

         We incurred  $40,839 in  operating  expenses for the prior year quarter
ended  September  30, 2002.  The expenses  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  included  the  expenses of  conducting a study of the
existing  mineralization  reports  relating  to  the  company's  Pilot  Mountain
project.

         For the nine months ended  September  30, 2003 our  operating  expenses
totaled  $99,904.  Legal and  accounting  fees were $32,760 and were incurred in
connection with the asset purchase agreement, accounting services as well as SEC
compliance  filings.  Management fees totaled  $32,000.  Investor  relations and
other  consulting  fees were $16,593.  Consulting fees for past services paid in
shares of common stock totaled $5,130.  The remaining expenses were incurred for
normal business operations.

         In  addition,  we  recognized  a gain on our disposal of GL Gold in the
amount of $18,261.

         Expenses  for the prior  year nine  months  ended  September  30,  2002
totaled  $64,657 and were incurred  primarily  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  President,  Chairman  of the Board and  majority
shareholder and two other  shareholders  have loaned the Company $45,800 to date
to settle the  remaining  balance of debt due these  shareholders  as well as to
fund our  business  operations.  These  loans do 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.


                                       10
<PAGE>

         On July 28, 2003 we signed a Term Sheet with Cornell  Capital  Partners
LP whereby  Cornell would commit to fund up to  $11,000,000 in US currency to GL
Energy and Exploration Inc. from time to time over the course of 24 months.  The
timing and amounts  would be at the  discretion  of GL Energy and the  aggregate
dollar  amount in any  thirty-day  calendar  period  would be up to a maximum of
$1,000,000.  The Company is now in the due diligence phase of the Term Sheet. 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.

         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
GEEX'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,  our rent is included in the  management
agreement with our president.

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.


                                       11
<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
September 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 September 30, 2003, that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.



                                       12
<PAGE>


                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 2.  CHANGES IN SECURITIES

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.

         In August 2003 we issued 2,360,000  registered  common shares under the
2003  Performance  Equity Plan to 2 independent  public  relations firms for the
purpose of  shareholder  consulting  services.  These  services  were  valued at
$2,360.

         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.  Effective  September 30, 2003 the Company has met all of the
listing requirements and has been accepted on the Berlin Stock Exchange and will
trade under the ticker  symbol  GE6.BE and German  Securities  CUSIP  number WKN
914350.  The  trading  volume  in the  Common  Stock  has been and is  extremely
limited.


                                       13
<PAGE>

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.

         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 None



                                       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.


                                       GL ENERGY AND EXPLORATION, INC.
                                       -------------------------------
                                                (Registrant)


                                       By: /s/  Donald Byers
                                           ------------------------------------
                                           Donald Byers, President and Chairman
                                           of the Board (Principal Executive
                                           Officer and Principal Accounting
                                           Officer)

Date:  November 14, 2003




                                       15
<PAGE>