----

**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington      D.C. 20549**

**FORM      10-QSB/A No. 2**

| x  | QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934 |
|---------|--------------------------------------------------------------------------------------------------------------------------------------|

| o  | TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------|

**000-26753**

**AMERICAN      SOUTHWEST MUSIC DISTRIBUTION, INC.**

| **Delaware**                                                                                                                                             | **52-2190362**                                                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|
| (State                or other jurisdiction of incorporation                or organization)                                                             | (I.R.S.                EmployerIdentification                No.) |
|                                                                                                                                                     |                                                              |
| **8721                Sunset Blvd., Penthouse 7****Hollywood,                CA 90069**** **(Address                of principal executive offices) |
|                                                                                                                                                     |

**(310)      659-8770**

**GL      Energy & Exploration, Inc.**

**___________________**

**APPLICABLE      ONLY TO CORPORATE ISSUERS**

----

**PART      1: FINANCIAL INFORMATION**

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED        BALANCE SHEETS**

|                                                                                                                                                                                              |   | **July                  31,** |       | **April                  30,** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------|------------|--------------------------------|--------|
|                                                                                                                                                                                              |   | **2006**                      |       | **2006**                       |   |
| ASSETS                                                                                                                                                                                            |   |                          |       |                           |   |
| Current                  assets:                                                                                                                                                                  |   |                          |       |                           |   |
| Cash                                                                                                                                                                                              |   | $                             | 2,503      |                           | $      |    |   |
| Prepaid                  interest                                                                                                                                                                 |   |                          | 7,500      |                           |   |     |   |
| Total                  current assets                                                                                                                                                             |   |                          | 10,003     |                           |   | - |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| Fixed                  assets:                                                                                                                                                                    |   |                          |       |                           |   |   |   |
| Furniture                  and fixtures                                                                                                                                                           |   |                          | 42,488     |                           |   | 42,488 |   |
| Equipment                                                                                                                                                                                         |   |                          | 42,501     |                           |   | 40,501 |   |
| Leasehold                  improvements                                                                                                                                                           |   |                          | 7,000      |                           |   | 7,000 |   |
|                                                                                                                                                                                              |   |                          | 91,989     |                           |   | 89,989 |   |
| Accumulated                  depreciation                                                                                                                                                         |   |                          | (33,677    | )                              |   | (28,620 | ) |
| Total                  fixed assets                                                                                                                                                               |   |                          | 58,312     |                           |   | 61,369 |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| Other                  assets:                                                                                                                                                                    |   |                          |       |                           |   |   |   |
| Music                  catalog, net of accumulated amortization of $0                                                                                                                             |   |                          | 4,375,000  |                           |   | 4,216,000 |   |
| Security                  deposits                                                                                                                                                                |   |                          | 3,370      |                           |   | 3,370 |   |
| Deferred                  offering costs                                                                                                                                                          |   |                          | 10,000     |                           |   | - |   |
| Total                  other assets                                                                                                                                                               |   |                          | 4,388,370  |                           |   | 4,219,370 |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| TOTAL                  ASSETS                                                                                                                                                                     |   | $                             | 4,456,685  |                           | $      | 4,280,739 |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| LIABILITIES                  AND STOCKHOLDERS' EQUITY                                                                                                                                             |   |                          |       |                           |   |   |   |
| Current                liabilities:                                                                                                                                                               |   |                          |       |                           |   |   |   |
| Accounts                  payable and accrued expenses payable                                                                                                                                    |   | $                             | 128,864    |                           | $      | 118,539 |   |
| Liability                  for legal settlement by Company on behalf of entity formerly owned                  by                  significant Company stockholder                                |   |                          | 1,256,458  |                           |   | 1,244,583 |   |
| Notes                  and loans payable, stockholders and entities owned by them                                                                                                                 |   |                          | 239,490    |                           |   | 247,711 |   |
| Notes                  and loans payable, others - unrelated third parties                                                                                                                        |   |                          | 956,035    |                           |   | 689,869 |   |
| TOTAL                  LIABILITIES                                                                                                                                                                |   |                          | 2,580,847  |                           |   | 2,300,702 |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| Stockholders'                equity:                                                                                                                                                              |   |                          |       |                           |   |   |   |
| Preferred                  stock - $0.001 par value; 5,000,000 shares authorized, 23.980 issued                  and                  outstanding                                                 |   |                          | 24         |                           |   | 24 |   |
| Common                  stock - $0.001 par value; 100,000,000 shares authorized, 65,977,042                  and                  59,977,042 issued and outstanding                  respectively |   |                          | 65,977     |                           |   | 59,977 |   |
|                                                                                                                                                                                              |   |                          |       |                           |   |   |   |
| Additional                  paid-in capital                                                                                                                                                       |   |                          | 5,559,777  |                           |   | 5,385,777 |   |
| Deficit                  accumulated during the development stage                                                                                                                                 |   |                          | (3,749,940 | )                              |   | (3,465,741 | ) |
| Total                  stockholders' equity                                                                                                                                                       |   |                          | 1,875,838  |                           |   | 1,980,037 |   |
| TOTAL                  LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                       |   | $                             | 4,456,685  |                           | $      | 4,280,739 |   |

----

| **GL                      ENERGY AND EXPLORATION, INC.**                                                       |
|----------------------------------------------------------------------------------------------------------------|
|  **(NOW                      KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION,                      INC.)** |
| **(                      A DEVELOPMENT STAGE COMPANY)**                                                        |
| **CONSOLIDATED                      STATEMENTS OF OPERATIONS**                                                 |

|                                                                                                                                                                                    |   |                                  |       |                                  |   | **Inception                      (July** |   | **Inception                      (July**  |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|------------|---------------------------------------|--------|------------------------------------------|--------|------------------------------------------------|------------|
|                                                                                                                                                                                    |   | **Three                      months** |       | **Three                      months** |   | ** 1,                      2004)**  |   | **1,                      2004)**              |       |
|                                                                                                                                                                                    |   | **ended**                             |       | **ended**                             |   | **through**                              |   | **through**                                    |       |
|                                                                                                                                                                                    |   | **July                      31,**     |       | **July                      31,**     |   | **April                      30,**       |   | **July                      31,**              |       |
|                                                                                                                                                                                    |   | **2006**                              |       | **2005**                              |   | **2006**                                 |   | **2006**                                       |       |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |
| EXPENSES                                                                                                                                                                                |   |                                  |       |                                  |   |                                     |   |                                           |       |
| Related                      party consulting fees and services                                                                                                                    |   | $                                     | 65,825     |                                  | $      | -                                        |   | $                                              | 348,975    |   | $ | 414,800 |   |
| General                      and administrative                                                                                                                                    |   |                                  | 153,376    |                                  |   | -                                        |   |                                           | 352,629    |   |   | 506,005 |   |
| Depreciation                      and amortization                                                                                                                                 |   |                                  | 24,224     |                                  |   | 3,945                                    |   |                                           | 46,536     |   |   | 70,760 |   |
|  Total                      expenses                                                                                                                                               |   |                                  | 243,425    |                                  |   | 3,945                                    |   |                                           | 748,140    |   |   | 991,565 |   |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Loss                      from operations                                                                                                                                          |   |                                  | (243,425   | )                                     |   | (3,945                                   | )      |                                           | (748,140   | ) |   | (991,565 | ) |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Other                      costs and expenses                                                                                                                                      |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
|                                                                                                                                                                               |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Loss                      incurred on legal settlement by Company on behalf of entity                      formerly owned                      by significant Company stockholder  |   |                                  | (11,874    | )                                     |   | 0                                        |   |                                           | (1,244,583 | ) |   | (1,256,457 | ) |
| Interest                      expense                                                                                                                                              |   |                                  | (28,900    | )                                     |   | (9,444                                   | )      |                                           | (78,617    | ) |   | (107,517 | ) |
|  Total                      other costs and expenses                                                                                                                               |   |                                  | (40,774    | )                                     |   | (9,444                                   | )      |                                           | (1,323,200 | ) |   | (1,363,974 | ) |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| NET                      LOSS                                                                                                                                                      |   | $                                     | (284,199   | )                                     | $      | (13,389                                  | )      | $                                              | (2,071,340 | ) | $ | (2,355,539 | ) |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Net                      loss per share - basic and diluted                                                                                                                             |   | $                                     | (0.00      | )                                     | $      | -                                        |   | $                                              | (0.48      | ) | $ | (0.48 | ) |
|                                                                                                                                                                                    |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Weighted                      average shares outstanding:                                                                                                                               |   |                                  |       |                                  |   |                                     |   |                                           |       |   |   |   |   |
| Basic                      and diluted                                                                                                                                             |   |                                  | 62,085,738 |                                  |   | -                                        |   |                                           | 4,306,887  |   |   |   |   |

----

**GL          ENERGY AND EXPLORATION, INC. **

**(NOW          KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A          DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED          STATEMENTS OF CASH FLOWS**

|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   | **Inception                      (July** |   | **Inception                      (July** |       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|----------|---------------------------------------|--------|------------------------------------------|--------|------------------------------------------|------------|
|                                                                                                                                                                                                                                                 |   | **Three                      months** |     | **Three                      months** |   |  **1,                      2004)**  |   | **1,                      2004)**        |       |
|                                                                                                                                                                                                                                                 |   | **ended**                             |     | **ended**                             |   |  **through**                        |   | **through**                              |       |
|                                                                                                                                                                                                                                                 |   | **July                      31,**     |     | **July                      31,**     |   |  **April                      30,** |   | **July                      31,**        |       |
|                                                                                                                                                                                                                                                 |   | **2006**                              |     | **2005**                              |   |  **2006**                           |   | **2006**                                 |       |
| CASH                      FLOWS FROM OPERATING ACTIVITIES:                                                                                                                                                                                           |   |                                  |     |                                  |   |                                |   |                                     |       |
| Net                      loss                                                                                                                                                                                                                   |   | $                                     | (284,199 | )                                     | $      | (13,389                                  | )      | $                                        | (2,071,340 | ) | $ | (2,355,539 | ) |
| Adjustments                        to reconcile net deficit to cash used                        in operating activities:                                                                                                                             |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Depreciation                      and amortization                                                                                                                                                                                              |   |                                  | 24,224   |                                  |   | 3,945                                    |   |                                     | 46,536     |   |   | 70,760 |   |
| Loss                        incurred on legal settlement by Company on behalf of                        entity formerly                        owned by significant Company stockholder                                                    |   |                                  | 11,874   |                                  |   | -                                        |   |                                     | 1,244,583  |   |   | 1,256,457 |   |
| Common                      stock issued for services                                                                                                                                                                                           |   |                                  | 180,000  |                                  |   | -                                        |   |                                     |       |   |   | 180,000 |   |
| Net                      changes in:                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| (Increase)                      decrease in prepaid expenses                                                                                                                                                                                    |   |                                  | (7,500   | )                                     |   | 3,189                                    |   |                                     | -          |   |   | (7,500 | ) |
| Increase                      in security deposits                                                                                                                                                                                              |   |                                  | -        |                                  |   | -                                        |   |                                     | (3,370     | ) |   | (3,370 | ) |
| Increase                      in accounts and accrued expenses payable                                                                                                                                                                          |   |                                  | 10,325   |                                  |   | (10,336                                  | )      |                                     | 93,021     |   |   | 103,346 |   |
| NET                      CASH USED IN OPERATING ACTIVITIES                                                                                                                                                                                      |   |                                  | (65,276  | )                                     |   | (16,591                                  | )      |                                     | (690,570   | ) |   | (755,846 | ) |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| CASH                      FLOWS FROM INVESTING ACTIVITIES:                                                                                                                                                                                           |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Acquisition                      of music catalogs                                                                                                                                                                                              |   |                                  | (159,000 | )                                     |   | -                                        |   |                                     | -          |   |   | (159,000 | ) |
| Acquisition                      of furniture and equipment                                                                                                                                                                                     |   |                                  | (2,000   | )                                     |   | -                                        |   |                                     | (13,252    | ) |   | (15,252 | ) |
| NET                        CASH USED IN INVESTING ACTIVITIES                                                                                                                                                                                    |   |                                  | (161,000 | )                                     |   | -                                        |   |                                     | (13,252    | ) |   | (174,252 | ) |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| CASH                      FLOWS FROM FINANCING ACTIVITIES:                                                                                                                                                                                           |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Notes                        and loans payable, stockholders and entities owned                        by them                                                                                                                                  |   |                                  | (8,221   | )                                     |   | 16,591                                   |   |                                     | 73,822     |   |   | 65,601 |   |
| Notes                      and loans payable, others - unrelated third parties                                                                                                                                                                  |   |                                  | 247,000  |                                  |   | -                                        |   |                                     | 628,000    |   |   | 875,000 |   |
| Payment                      of deferred offering costs                                                                                                                                                                                         |   |                                  | (10,000  | )                                     |   | -                                        |   |                                     | -          |   |   | (10,000 | ) |
| Common                      shares issued for cash                                                                                                                                                                                              |   |                                  | -        |                                  |   | -                                        |   |                                     | 2,000      |   |   | 2,000 |   |
| NET                      CASH PROVIDED BY FINANCING ACTIVITIES                                                                                                                                                                                  |   |                                  | 228,779  |                                  |   | 16,591                                   |   |                                     | 703,822    |   |   | 932,601 |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| NET                      CHANGE IN CASH AND CASH EQUIVALENTS                                                                                                                                                                                    |   |                                  | 2,503    |                                  |   | -                                        |   |                                     | -          |   |   | 2,503 |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| CASH                        AND CASH EQUIVALENTS AT BEGINNING OF                        PERIOD                                                                                                                                                  |   |                                  | -        |                                  |   | -                                        |   |                                     | -          |   |   | - |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| CASH                        AND CASH EQUIVALENTS AT END OF                        PERIOD                                                                                                                                                        |   | $                                     | 2,503    |                                  | $      | -                                        |   | $                                        | -          |   | $ | 2,503 |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Supplementary                      disclosures of cash flow information                                                                                                                                                                         |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Cash                      paid during the year for:                                                                                                                                                                                             |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Income                      taxes                                                                                                                                                                                                               |   | $                                     | -        |                                  | $      | -                                        |   | $                                        | -          |   | $ | - |   |
| Interest                      expense                                                                                                                                                                                                           |   |                                  | -        |                                  |   | -                                        |   |                                     | -          |   |   | - |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Non-cash                      operating, investing and financing activities:                                                                                                                                                                    |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Net                      assets (liabilities) acquired by Company as part of merger                                                                                                                                                             |   |                                  |          |                                  |   |                                          |   |                                     |            |   |   |  |   |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Assets                      acquired:                                                                                                                                                                                                           |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Accounts                      receivable                                                                                                                                                                                                        |   |                                  | -        |                                  |   | -                                        |   |                                     | -          |   |   | - |   |
| Total                      assets acquired                                                                                                                                                                                                           |   |                                  | 0        |                                  |   | 0                                        |   |                                     | 0          |   |   | 0 |   |
|                                                                                                                                                                                                                                                 |   |                                  |          |                                  |   |                                          |   |                                     |            |   |   |  |   |
| Liabilities                      acquired:                                                                                                                                                                                                      |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Accounts                      and accrued expenses payable                                                                                                                                                                                      |   |                                  | -        |                                  |   | -                                        |   |                                     | 3,306      |   |   | 3,306 |   |
| Loans                      payable, shareholders                                                                                                                                                                                                |   |                                  | -        |                                  |   | -                                        |   |                                     | 240,053    |   |   | 240,053 |   |
|  Total                      liabilities acquired                                                                                                                                                                                                |   |                                  | -        |                                  |   | -                                        |   |                                     | 243,359    |   |   | 243,359 |   |
|  Net                      liabilities assumed                                                                                                                                                                                                   |   |                                  | -        |                                  |   | -                                        |   |                                     | (243,359   | ) |   | (243,359 | ) |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Change                      in Company's stockholders' equity                                                                                                                                                                                   |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Preferred                      stock issued at par value                                                                                                                                                                                        |   |                                  | -        |                                  |   | -                                        |   |                                     | 24         |   |   | 24 |   |
| Common                      stock issued at par value                                                                                                                                                                                           |   |                                  | -        |                                  |   | -                                        |   |                                     | 59,973     |   |   | 59,973 |   |
| Increase                        in additional paid-in capital resulting from difference in                        value of shares exchanged between GL Energy and American                        Southwest Music Distribution, Inc.  |   |                                  | -        |                                  |   | -                                        |   |                                     | 1,091,044  |   |   | 1,091,044 |   |
| Increase                      in accumulated deficit resulting from                      difference in                      value of shares exchanged between GL Energy and American                      Southwest Music Distribution, Inc.    |   |                                  | -        |                                  |   | -                                        |   |                                     | (1,394,000 | ) |   | (1,394,000 | ) |
|                                                                                                                                                                                                                                                 |   |                                  | -        |                                  |   | -                                        |   |                                     | (242,959   | ) |   | (242,959 | ) |
|                                                                                                                                                                                                                                                 |   |                                  |     |                                  |   |                                     |   |                                     |       |   |   |   |   |
| Common                      shares issued for music catalog                                                                                                                                                                                     |   |                                  | -        |                                  |   | -                                        |   |                                     | 4,216,000  |   |   | 4,216,000 |   |
| Common                      shares issued for furniture, fixtures, and equipment                                                                                                                                                                |   |                                  | -        |                                  |   | -                                        |   |                                     | 76,737     |   |   | 76,737 |   |
| Common                      shares issued for services                                                                                                                                                                                          |   |                                  | 180,000  |                                  |   |                                     |   |                                     |       |   |   | 180,000 |   |

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**Notes        to the Consolidated Financial Statements**

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED**
** **
**FINANCIAL        STATEMENTS**

**NOTE        1 - NATURE OF BUSINESS / ORGANIZATION**
** **

**Nature        of Business **

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED**
** **
**FINANCIAL        STATEMENTS**

**NOTE        **
**2        - SUMMARY OF ACCOUNTING POLICIES **

**Financial        Statement Presentation**

**Reclassifications**

**Use        of Estimates**

**Principles        of Consolidation**

**Cash        and Cash Equivalents**

**Revenue        Recognition**

**Music        Catalog**

*Cost        basis*

*Rate        of Obsolescence*

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED        NOTES TO FINANCIAL STATEMENTS**

**NOTE        **
**2        - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)**

**Fixed        assets**

| *Description*           |   | *Estimated* *useful                  life* |
|------------------------------|--------|-------------------------------------------------|
|                         |   |                                            |
| Furniture and fixtures  |   | 5 years                                    |
| Equipment          |   | 5 years                                    |
| Leasehold improvements  |   | 2 years                               |

**Impairment        of Long-Lived and Other Intangible Assets**

**Income        Taxes**

**Deferred          Offering Costs**

**Basic        and Diluted Loss per Share**

**Consideration        of Other Comprehensive Income Items**

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        **
**2        - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)**

**Recent        Accounting Pronouncements**

**NOTE        3 - GOING CONCERN**

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        4 - INCOME TAXES**

| April                30, 2025 |   | $      | 117,246   |   |
|------------------------------------|--------|--------|-----------|--------|
| 2026                               |   |   | 1,954,094 |   |
| 2027                               |   |   | 284,199   |   |
|                               |   | $      | 2,355,539 |   |

| Deferred                  tax assets         |   | $      | 800,883 |   |
|----------------------------------------------|--------|--------|---------|--------|
| Less:                    valuation allowance |   |   | 800,883 |   |
|                                         |   | $      | --      |   |

----

**GL        ENERGY AND EXPLORA TION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        5 - NOTES AND LOANS PAYABLE**

**Stockholders        and the entities owned by them:**

| Donald                  Byers, former President                  and Chairman of the Board of pre-merger GL Energy and                  Exploration, Inc. and a holder of approximately 16,190,000 of the                  post-merger entity’s                  $.001 par value common shares:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |    |        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|-------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $49,009 note dated April 25, 2005 held by Byers and Associates,                  an entity                  owned                  by Donald Byers. The note was due and payable on February 28, 2006.                  The                  note accrued interest at a rate of 10% per annum, in the event                  of default,                  on the entire                  unpaid principal balance. The note included an amount equal to                  $10,916,                  which represents                  prior interest expense incurred added to the note balance. The                  principal                  balance                  plus accrued interest that was due on February 28, 2006 had not                  been paid                  and the                  note was in default. It continues to accrue interest and the holder                  has                  indicated the intention                  not to demand payment of the amount due for a period of at least                  one year                  from April                  30, 2006. |   | $  | 49,009      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $16,592 note dated May 26, 2005 held by Byers and Associates, an                  entity                  owned                  by Donald Byers. The note was due and payable on February 28, 2006.                  The                  note accrued                  interest at a rate of 10% per annum. The principal balance plus                  accrued                  interest that                  was due on February 28, 2006 had not been paid and the note was                  in                  default. It continues                  to accrue interest and the holder has indicated the intention not                  to                  demand payment                  of the amount due for a period of at least one year from April                  30,                  2006                                                                                                                                                                                                                                                                                           |   |    | 16,592      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $101,180 loans payable to Don Byers. The loans are due on demand                  and                  accrue                  interest at 10% per annum. They continues to accrue interest and                  the                  holder has indicated                  the intention not to demand payment of the amount due for a period                  of at                  least one                  year from April 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |    | 101,180     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $24,409 loan payable to Wellstar International, an entity owned                  by Don                  Byers.                  The loan is due on demand and accrues interest at 10% per annum.                  It                  continues                  to accrue interest and the holder has indicated the intention not                  to                  demand payment                  of the amount due for a period of at least one year from April                  30,                  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |    | 24,409      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $10,800 loan payable to Northern Business, entity owned by Don                  Byers.                  The                  loan is due on demand and accrues interest at 10% per annum. It                  continues                  to accrue                  interest and the holder has indicated the intention not to demand                  payment                  of the amount                  due for a period of at least one year from April 30,                  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |    | 10,800      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    | **201,990** |

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**GL        ENERGY AND EXPLORATION, INC.**

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED**
** **
**FINANCIAL        STATEMENTS**

**NOTE        5 - NOTES AND LOANS PAYABLE (CONTINUED)**

| **Other                Stockholders**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |    |        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|-------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| Unsecured                  $37,500 loan payable to Chris Lotito, a minority shareholder. The loan is                  due on                  demand and accrue interest at 10% per annum. It continues to accrue                  interest and the                  holder has indicated the intention not to demand payment of the                  amount due                  for a period                  of at least one year from April 30, 2006.                                                                                                                                                                                                                                                                                |   | $  | 37,500      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| **Notes                and loans payable, stockholders and the entities owned by                them**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |    | **239,490** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| **Other unrelated third                parties **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |    |        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| $150,000                  unrelated third party note dated May 25, 2006 held by Generation                  Leasing,                  LLC,                  net of unamortized deferred loan origination fees of $10,000. The                  note was                  due and                  payable on December 30, 2006. The note called for a monthly payment                  of                  $1,875, which                  represented interest only calculated on an annual interest rate                  of 15%.                  All assets of                  the Company, including intangibles, patents, and purchase contracts,                  were                  to be security                  for repayment. |   |    | 140,000     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| $150,000                  unrelated third party note dated March 30, 2006 held by Generation                  Leasing, LLC,                  net of unamortized deferred loan origination fees of $6,667. The                  note was                  due and                  payable on December 30, 2006. The note called for a monthly payment                  of                  $1,875, which                  represented interest only calculated on an annual interest rate                  of 15%.                  All assets of                  the Company, including intangibles, patents, and purchase contracts,                  were                  to be security                  for repayment.            |   |    | 143,333     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| $150,000                  unrelated third party note dated November 30, 2005 held by Generation                  Leasing, LLC,                  net of unamortized deferred loan origination fees of $5,000. The                  note was                  due and payable                  on November 30, 2006. The note called for a monthly payment of                  $1,875,                  which represented                  interest only calculated on an annual interest rate of 15%. All                  assets of                  the Company,                  including intangibles, patents, and purchase contracts, were to                  be                  security for repayment.                               |   |    | 145,000     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |        |
| $150,000                  unrelated third party note dated August 26, 2005 held by Generation                  Leasing, LLC,                  net of unamortized deferred loan origination fees of $1,250. The                  note was                  due and payable                  on August 31, 2006. The note called for a monthly payment of $1,875,                  which                  represented                  interest only calculated on an annual interest rate of 15%. All                  assets of                  the Company,                  including intangibles, patents, and purchase contracts, were to                  be                  security for repayment.                              |   |    | 148,750     |

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**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        5 - NOTES AND LOANS PAYABLE (CONTINUED)**

| **Other unrelated third parties                (continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $150,000                  unrelated third party note dated September 23, 2004 held by Pegasus                  Capital, Inc. The                  note accrued interest at a rate of 6.5% per annum. The entire outstanding                  unpaid principal                  balance plus accrued interest was due and payable on November 21,                  2004 in                  either                  cash or common stock of the Company equal to the fair market value                  of the                  unpaid obligation.                  In the event of default, the entire unpaid principal balance and                  all                  accrued interest                  was to become immediately due and payable, while interest was to                  accrue at                  a rate                  of 10% starting from the date of the note. The principal balance                  plus                  accrued interest that                  was due on November 21, 2004 was not paid and the note was in default.                  It                  continues to                  accrue interest and the holder has indicated the intention not                  to demand                  payment of the amount                  due for a period of at least one year from April 30, 2006.          |   | $      | 150,000 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $50,000                  unrelated third party note dated July 12, 2006 held by Visionet                  Television Network, Inc. The                  note was due and payable on January 12, 2007 and accrues interest                  at a                  rate of 15%. The                  note is personally guaranteed by David Michery, the Company’s Chief                  Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   | 50,000  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $38,000                  unrelated third party note dated April 25, 2005 held by Pegasus                  Capital,                  Inc. The note                  was due and payable on March 1, 2006, and under the note provision                  did not                  accrue interest.                  In the event of default, interest was to accrue at a rate 10% per                  annum.                  The entire outstanding                  unpaid principal balance plus accrued interest was due and payable                  in                  either cash                  or common stock of the Company equal to the fair market value of                  the                  unpaid obligation.                  The principal balance plus accrued interest that was due on March                  1, 2006                  had not                  been paid and the note was in default. It continues to accrue interest                  and                  the holder has indicated                  the intention not to demand payment of the amount due for a period                  of at                  least one year                  from April 30, 2006.                                                                                                                                           |   |   | 38,000  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $37,000                  unrelated third party note dated August 6, 2006 held by Generation                  Leasing, LLC. The                  note was due and payable on November 6, 2006 and accrues interest                  at a                  rate of 15%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   | 37,000  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $25,000                  unrelated third party note dated September 23, 2004 held by Pegasus                  Capital, Inc. The                  note accrues interest at a rate of 6.5% per annum. The entire outstanding                  unpaid principal                  balance plus accrued interest was due and payable on November 21,                  2004 in                  either cash                  or common stock of the Company equal to the fair market value of                  the                  unpaid obligation. In                  the event of default, the entire unpaid principal balance and all                  accrued                  interest was to become                  immediately due and payable, while interest was to accrue at a                  rate of 10%                  starting from                  the date of the note. The principal balance plus accrued interest                  that was                  due on November                  21, 2004 had not been paid and the note was in default. It continues                  to                  accrue interest                  and the holder has indicated the intention not to demand payment                  of the                  amount due for                  a period of at least one year from April 30, 2006. |   |   | 25,000  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |    |
| $25,000                  unrelated third party note dated June 15, 2005 held by Generation                  Leasing,                  LLC. The                  note was due and payable on September 15, 2006 and accrues interest                  at a                  rate of 15%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   | 25,000  |

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        5 - NOTES AND LOANS PAYABLE (CONTINUED)**

| **Other unrelated third parties                (continued) **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |          |
| $10,000                  unrelated third party note dated August 31, 2004 held by Pegasus                  Capital,                  Inc. The                  note accrued interest at a rate of 6.5% per annum. The entire outstanding                  unpaid principal                  balance plus accrued interest was due and payable on August 31,                  2005.                  There was to                  be no pre-payment of any kind without the written consent of both                  parties.                  In the event of default                  the entire unpaid principal balance and all accrued interest was                  to become                  immediately due                  and payable, while interest was to accrue at a rate of 25% starting                  from                  the date of the note.                  The principal balance plus accrued interest that was due on August                  31,                  2005 had not been                  paid and the note was in default. It continues to accrue interest                  and the                  holder has indicated                  the intention not to demand payment of the amount due for a period                  of at                  least one year                  from April 30, 2006. |   | $      | 10,000        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |          |
| Unsecured                  $43,952 loan payable to Three Sisters Investment Corp. The loan                  is due on                  demand                  and accrues interest at 10% per annum. It continues to accrue interest                  and                  the holder                  has indicated the intention not to demand payment of the amount                  due for a                  period of                  at least one year from April 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | 43,952        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |          |
| **Notes                and loans payable, others - unrelated third                parties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   | **956,035**   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | **$**  | **1,195,525** |

**NOTE        6 - OPERATING FACILITIES**

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**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        6 - OPERATING FACILITIES (CONTINUED)**

| April                  30, 2007 |   | $      | 20,220 |   |
|--------------------------------------|--------|--------|--------|--------|
| 2008                                 |   |   | 10,110 |   |

**NOTE        7 - RELATED PARTY TRANSACTIONS**

| **(A)** | **CONTRIBUTED                  INTANGIBLE ASSETS AND EQUITY CAPITALIZATION OF AMERICAN SOUTHWEST                  PRIOR TO                  THE MARCH 13, 2006 MERGER                  TRANSACTION** |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **(B)** | **WRITE-OFF                  OF DEFERRED TRANSACTION COSTS IN CONNECTION WITH TERMINATION OF                  UNSUCCESSFUL PRE-EXISTING MERGER AGREEMENT BETWEEN GL ENERGY AND                  AMERICAN                  SOUTHWEST** |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        7 - RELATED PARTY TRANSACTIONS (CONTINUED)**

| **(B)** | **WRITE-OFF                  OF DEFERRED TRANSACTION COSTS IN CONNECTION WITH TERMINATION OF                  UNSUCCESSFUL PRE-EXISTING MERGER AGREEMENT BETWEEN GL ENERGY AND                  AMERICAN                  SOUTHWEST (CONTINUED)** |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Facilitation                  fee incurred to Donald                  Byers |   | $      | 150,000 |   |
|-----------------------------------------------------------------------------|--------|--------|---------|--------|
| Legal                  and other professional fees                          |   |   | 26,780  |   |
| Transfer                  agent fees                                        |   |   | 5,878   |   |
| Other                                                                       |   |   | 1,242   |   |
|                                                                        |   | $      | 183,900 |   |

| **(C)** | **RELATED                  PARTY CONSULTING FEES AND SERVICES**  |
|---------|-----------------------------------------------------------------------|

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        7 - RELATED PARTY TRANSACTIONS (CONTINUED)**

| **(D)** | **LOSS                  INCURRED ON LEGAL SETTLEMENT ON BEHALF OF ENTITY FORMERLY OWNED                  BY                  SIGNIFICANT COMPANY                  STOCKHOLDER** |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        8 - STOCK INCENTIVE PLAN**

**NOTE        9 - EQUITY PERFORMANCE PLAN**

**NOTE        10 - AGREEMENTS WITH UNIVERSAL RECORDS**

----

**GL        ENERGY AND EXPLORATION, INC. **

**(NOW        KNOWN AS AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.)**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**NOTE        10 - AGREEMENTS WITH UNIVERSAL RECORDS (CONTINUED)**

**NOTE        11- SUBSEQUENT EVENTS**

**NOTE          12 - EQUITY TRANSACTIONS**

----

**ITEM        2 **
**-**
**MANAGEMENT’S        DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**

**General      **

**Recent      Developments**

**Significant      Accounting Policies**

**Financial      Statement Presentation**

----

**Music      catalog**

----

**Plan      of Operation**

----

**ITEM      3 - CONTROLS AND PROCEDURES**

**PART      II: OTHER INFORMATION**

**ITEM      1 - LEGAL PROCEEDINGS**

**ITEM      2 - UNREGISTERED SALES OF EQUITY SECURITIES **

----

**ITEM      3 - DEFAULT UPON SENIOR SECURITIES**

**ITEM      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

**ITEM      5 - OTHER INFORMATION**

**ITEM      6 - EXHIBITS**

| Item                No. |   |  Description                                                                                                                                                       |   |  Method                of Filing         |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------|
|                    |   |                                                                                                                                                                    |   |                                          |
| 31.1                    |   | Certification                of David Michery pursuant to Rule 13a-14(a)                                                                                                |   | Filed                electronically herewith. |
| 31.2                    |   | Certification                of Kent Puckett pursuant to Rule 13a-14(a)                                                                                                 |   | Filed                electronically herewith. |
| 32.1                    |   | Chief                Executive Officer Certification pursuant to 18 U.S.C. § 1350 adopted                pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |   | Filed                electronically herewith. |
| 32.2                    |   | Chief                Financial Officer Certification pursuant to 18 U.S.C. § 1350 adopted                pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |   | Filed                electronically herewith. |

----

**SIGNATURES**

|                             |                                                                                               |                                |
|----------------------------------|----------------------------------------------------------------------------------------------------|-------------------------------------|
|                             | AMERICAN                SOUTHWEST MUSIC DISTRIBUTION, INC.                                         |
|                        |                                                                                          |                           |
| January                  8, 2007 |                                                                                               | /s/ David              Michery |
|                             | David              Michery                                                                         |
|                             | President                and Chief Executive Officer(Principal                  Executive Officer) |

|                             |                                                                                                                                   |                               |
|----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
|                             |                                                                                                                                   |
|                        |                                                                                                                              |                          |
| January                  8, 2007 |                                                                                                                              | /s/ Kent              Puckett |
|                             | Kent              Puckett                                                                                                              |
|                             | Chief                Financial Officer(Principal                  Financial Officer and Principal Accounting                  Officer) |

----