UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period ended March 31, 2002

                        Commission File Number 000-31032
                                               ---------

                         GL ENERGY AND EXPLORATION, INC.
                         -------------------------------
                          (formerly LRS Capital, 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) 777-0477 Ext. 2274
                                                     ------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of May 10, 2002, the Company had
outstanding 11,334,753 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


<TABLE>
<CAPTION>

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

                                                                Unaudited           Audited
                                                                March 31,         December 31,
                                                                  2002                2001
                                                               -----------        ------------
<S>                                                            <C>                <C>
ASSETS
 Current Assets
  Cash and Cash Equivalents                                    $   53,877         $    59,073
  Prepaid Expenses                                                      -                   -
                                                               -----------        ------------
TOTAL ASSETS                                                   $   53,877         $    59,073
                                                               ===========        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current Liabilities
  Accounts Payable                                             $    2,550         $     1,947
  Accrued Obligation to Platoro West Incorporated                  22,089              18,423
  Due to Shareholder                                               67,261              67,261
                                                               -----------        ------------

Total Liabilities                                                  91,900              87,631

Minority Interest                                                     191                 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; 50,000,000
  shares authorized, 11,334,753 shares
  outstanding at March 31, 2002 and December 31, 2001              11,335              11,335
 Additional Paid-in Capital                                       101,605             101,605
 Deficit Accumulated during the Development Stage                (151,154)           (141,674)
                                                               -----------        ------------

Total Shareholders' Equity                                        (38,214)            (28,734)
                                                               -----------        ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $   53,877         $    59,073
                                                               ===========        ============
</TABLE>


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         Inception
                                                Ended                 To
                                            March 31, 2002      March 31, 2002
                                            --------------      --------------
Net Revenues                                  $         -         $         -
Cost of Revenues                                        -                   -
                                            --------------      --------------
Gross Profit                                            -                   -

General and Administrative Expenses
 Mineral Rights                                     3,666              61,210
 Taxes                                                  -                   -
 Legal and Accounting                               4,737              70,141
 Transfer Agent                                       650               7,995
 Office                                               300               4,200
 Compensation                                           -               3,800
 Organization                                         142               2,913
 Miscellaneous                                          -                 984
                                            --------------      --------------

Total Expenses                                      9,495             151,243
                                            --------------      --------------
Minority Interest in
Losses of Subsidiary                                 (15)                (89)

(Deficit) from Operations                         (9,480)           (151,154)
                                            --------------      --------------


Net (Deficit)                                     (9,480)           (151,154)

Deficit Accumulated During the
Development Stage at Beginning
of Period                                       (141,674)                   -
                                            --------------      --------------
Deficit Accumulated During the
Development Stage at End
of Period                                     $ (151,154)         $ (151,154)
                                            ==============      ==============

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

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

See notes to financial statements.




                                       4
<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
                                                             Three Months           Inception
                                                                ended                   To
                                                            March 31, 2002        March 31, 2002
                                                            --------------        --------------
<S>                                                           <C>                   <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
    Net Deficit                                               $   (9,480)           $ (151,154)
    Adjustments to Reconcile Net Deficit to Cash
      Common Stock Issued for Services                                  -                   100
      Fair Value of Services Received                                   -                 3,900
      Minority Interest                                                15                  (59)
      Provided by (Used in) Operations:
       Accounts Payable                                               603                 2,550
       Accrued obligation to
         Platoro West Incorporated                                  3,666                22,089
                                                            --------------        --------------
NET CASH (USED) BY
  OPERATING ACTIVITIES                                            (5,196)             (122,574)
                                                            --------------        --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Parties                                               -                67,261
   Issuance of Common Stock                                             -               109,190
                                                            --------------        --------------
NET CASH (USED) BY
 FINANCING ACTIVITIES                                                   -               176,451
                                                            --------------        --------------
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                                 (5,196)                53,877

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

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                             $    53,877           $    53,877
                                                            ==============        ==============
</TABLE>

See notes to financial statements.



                                       5
<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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 March 31, 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.





                                       6
<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,  the  company  entered  into an  agreement  with a mineral
exploration  company,  under which they would  locate,  stake out and record not
less than 20 and not more than 40 mining  claims  within 30 business days of the
date of the agreement 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 staking
obligation. The mineral exploration company assigned this agreement on March 28,
2001 to Platoro West Incorporated.  If we default under the contract, the remedy
specified in the contract is that we will  transfer and convey to Platoro all of
our  rights,  title and  interest  in and to the  mining  claims  and to all the
mineral resources located therein to which the contract relates. In addition, in
such default,  Platoro will retain all amounts  previously paid to it and retain
all shares  previously  issued to it under the  contract.  At March 31, 2002, we
believe that we have met all of our obligations to Platoro.

         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 43,750  shares of
common stock of GL Energy and  Exploration,  which it owned for 60,000 shares of
common stock in GL Tungsten.

         On November 19, 2001,  GL Tungsten  passed a resolution to issue 60,000
shares of its common  stock to Platoro  West.  In addition,  GL Tungsten  issued
14,940,000  shares  of  its  common  stock  to  GL  Energy  And  Exploration  in
consideration for $5,000, which was paid by GL Energy to GL Tungsten.

         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.



                                       7
<PAGE>

         On  November  19,  2001,  GL Energy  declared a stock  dividend  to its
shareholders.  The dividend was at the rate of 2.5  additional  shares of common
stock for each outstanding share.


Company Plan of Operation

         We are engaged in the  exploration  of mining  prospects  with tungsten
mineralization  located in the Western United  States.  We plan to locate mining
prospects that will produce commercially viable tungsten deposits.

         Tungsten is considered to be an important  industrial  mineral.  It has
many uses in the  industrialized  world.  It is  utilized  with other  metals to
strengthen  and prolong wear  resistance  for various  construction,  mining and
metal working tools. It is also utilized in light bulbs, televisions,  microwave
ovens and in munitions.

         We currently have a 100% interest in a tungsten  project known as Pilot
Mountain in west-central  Nevada. We intend to conduct an exploration program to
determine  whether or not the prospect is viable for tungsten mining.  Scheelite
and  powellite,  both  tungsten-bearing  minerals  are  known  to  occur  in the
prospect.  We cannot give any assurance that this exploration process will prove
fruitful in attaining our goal of  extracting  any tungsten or any other mineral
that might produce revenue for us.

         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 (See "Liquidity and Capital Resources").


Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues  for the  quarter  ended March 31, 2002 or since our
inception.

         Operating expenses for the quarter ended March 31, 2002 were $9,500. We
incurred  $4,700 for legal and accounting  services  rendered in connection with
our compliance filings with the Securities and Exchange Commission. Expenses for
mineral rights were $3,700. Other operating expenses amounted to $1,100 and were
incurred for supplies and stock transfer agent fees.

         The net operating  loss for the quarter was $9,500,  and was the result
of the aforementioned operating expenses. We have incurred a cumulative net loss
since inception of $151,200.


Liquidity and Capital Resources:

         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 mining
operations  to date, we sold 591,156  (pre-dividend)  shares of our common stock
through a private  placement  in August 2001 and  received  $73,900 in cash.  In
addition, we have been reliant on loans from shareholders to fund operations. As
of March 31,  2002, 2  shareholders  have loaned the company a total of $67,300.
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  March 31,
2002.

         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.




                                       8
<PAGE>

         As of March 31,  2002 our only  asset was  $53,900  in cash.  Our total
liabilities were $91,900,  which includes $67,300 in short-term notes payable to
shareholders.  In  addition,  GL Tungsten  has a liability of $22,100 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 March 31, 2002 was $38,200.

         Mining operations contain a high degree of risk and we may not locate a
profitable  prospect or any prospect  that contains  enough  minerals that would
warrant further exploration.


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, the landlord and primary tenant
are not charging us any rent. Any costs of this office are considered immaterial
to the financial statements and accordingly are not reflected therein.


New Accounting Pronouncements

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statements of Financial  Accounting  Standards  No. 141 "Business  Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets ("SFAS 142"). The
company  does not  believe  that the  adoption of these  statements  will have a
material effect on its financial position, results of operations or cash flows.

         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.




                                       9
<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

Exhibit Number                   Name of Exhibit

   15.01                Letter on unaudited interim financial
                        information (Filed herewith)

b. Reports on Form 8-K

None




                                       10
<PAGE>


                                   Signatures

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

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

                                  Date:       May 14, 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 Board      May 14, 2002
 ---------------------
      Mitchell Geisler

  /s/ Cindy Roach            Secretary and Director                 May 14, 2002
 ----------------
      Cindy Roach






                                       11
<PAGE>





Table of Exhibits

Exhibit Number                   Name of Exhibit

   15.01              Letter on unaudited interim financial
                      information (Filed herewith)





                                       12
<PAGE>