UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                For the Quarterly Period ended September 30, 2001

                        Commission File Number 000-31032

                         GL ENERGY AND EXPLORATION, INC.
                          (formerly LRS Capital, Inc.)
               (Exact name of registrant as specified in charter)

               Delaware                                        52-52190362
              ----------                                      -------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)

141 ADELAIDE STREET WEST, STE 1004, TORONTO, ONTARIO             M5H 3L5
------------------------------------------------------           -------
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      (416) 777-0477 Ext.227
                                                        ----------------------

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of October 31, 2001, the Company
had outstanding 3,251,000 shares of its common stock, par value $0.001.




<PAGE>


                                TABLE OF CONTENTS

 ITEM NUMBER AND CAPTION                                               PAGE

 PART I

   ITEM 1.   FINANCIAL STATEMENTS                                        3
   ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS              7

 PART II

   ITEM 1.   LEGAL PROCEEDINGS                                           10
   ITEM 2.   CHANGES IN SECURITIES                                       10
   ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                             10
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         10
   ITEM 5.   OTHER INFORMATION                                           10
   ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                            10




                                       2
<PAGE>




ITEM 1. FINANCIAL STATEMENTS


                         GL Energy and Exploration, Inc.
                          (formerly LRS Capital, Inc.)
                      (A Company in the Exploration Stage)
                                  BALANCE SHEET

                                                  Unaudited          Audited
                                                September 30,     December 31,
                                                     2001             2000
                                                -------------     ------------
ASSETS
 Current Assets
  Cash and Cash Equivalents                     $      66,532     $      4,401
  Prepaid Expenses                                          -               96
                                                -------------     ------------
TOTAL ASSETS                                    $      66,532     $      4,497
                                                -------------     ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
 Current Liabilities
  Accounts Payable                              $       (180)     $     18,873
  Accrued Obligation to Platoro West
    Incorporated                                       17,201           11,203
  Due to Related Parties                               67,261           32,952
                                                -------------     ------------
Total Liabilities                                      84,282           63,028
                                                -------------     ------------
Shareholders' Equity
 Preferred Stock - $0.001 par value;
   5,000,000 shares authorized,
   no shares issued and outstanding                         -                -
 Common Stock - $0.001 par value;
   50,000,000 shares authorized,
   3,251,000 and 2,654,720 shares
   outstanding at September 30, 2001
   and December 31, 2000                                3,251            2,655
 Additional Paid-in Capital                           109,639           35,335
 Deficit Accumulated during the
   Exploration Stage                                (130,640)         (96,521)
                                                -------------     ------------
Total Shareholders' Equity                           (17,750)         (58,531)
                                                -------------     ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $      66,532     $      4,497
                                                =============     ============


See notes to financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>

                         GL Energy and Exploration, Inc.
                          (formerly LRS Capital, Inc.)
                      (A Company in the Exploration Stage)
           STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE
                               EXPLORATION STAGE




                                              Unaudited               Unaudited              Unaudited
                                             Three Months            Nine Months             Inception
                                                Ended                   Ended                    To
                                          September 30, 2001      September 30, 2001     September 30, 2001
                                          ------------------      ------------------     ------------------
<S>                                          <C>                     <C>                    <C>
Net Revenues                                 $          -            $          -           $          -
Cost of Revenues                                        -                       -                      -
                                          ------------------      ------------------     ------------------
Gross Profit                                            -                       -                      -

General and Administrative Expenses
 Mineral Rights                                     6,966                  14,494                 56,322
 Taxes                                                  -                       -                    380
 Legal and Accounting                               2,692                  15,933                 59,031
 Transfer Agent                                     1,210                   2,620                  5,500
 Office                                               300                     900                  3,600
 Compensation                                           -                       -                  3,800
 Organization                                         142                     142                  1,626
 Miscellaneous                                         24                      30                    381
                                          ------------------      ------------------     ------------------
Total Expenses                                     11,334                  34,119                130,640
                                          ------------------      ------------------     ------------------
(Deficit) from Operations                        (11,334)                (34,119)              (130,640)
                                          ------------------      ------------------     ------------------
Net (Deficit)                                    (11,334)                (34,119)              (130,640)

Deficit Accumulated During the
Exploration Stage at Beginning
of Period                                        (96,521)                (96,521)                      -
                                          ------------------      ------------------     ------------------
Deficit Accumulated During the
Exploration Stage at End
of Period                                    $  (107,855)            $  (130,640)           $  (130,640)
                                          ==================      ==================     ==================

Net Deficit per Share - Basic                $     (0.04)            $     (0.04)           $     (0.05)
Net Deficit per Share - Diluted              $     (0.04)            $     (0.04)           $     (0.05)

Shares Used in Per Calculation:
 Basic                                          3,053,907               2,791,116
 Diluted                                        3,053,907               2,791,116


See notes to financial statements.

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>


                         GL Energy and Exploration, Inc.
                          (formerly LRS Capital, Inc.)
                      (A Company in the Exploration Stage)
              STATEMENT OF CASH FLOWS DURING THE EXPLORATION STAGE

                                                       Unaudited               Unaudited
                                                      Nine Months              Inception
                                                         ended                    To
                                                  September 30, 2001      September 30, 2001
                                                  ------------------      ------------------
<S>                                                 <C>                     <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
    Net Deficit                                      $   (34,119)            $  (130,640)
    Adjustments to Reconcile Net Deficit to
      Cash Provided by (Used in) Operations:
       Office                                                   -                   2,700
       Prepaid Expenses                                        96                       -
       Accounts Payable                                  (19,052)                   (179)
       Accrued obligation to
         Platoro West Incorporated                          5,998                  17,201
                                                  ------------------      ------------------
NET CASH (USED) BY
  OPERATING ACTIVITIES                                   (47,077)               (110,918)
                                                  ------------------      ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Parties                                  34,309                  67,261
   Issuance of Common Stock                                74,900                 110,190
                                                  ------------------      ------------------
NET CASH (USED) BY
 FINANCING ACTIVITIES                                     109,209                 177,451
                                                  ------------------      ------------------
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                          62,132                  66,532

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

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                    $     66,532            $     66,532
                                                  ==================      ==================
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING
AND FINANCING ACTIVITIES

ISSUANCE OF COMMON
SHARES FOR SERVICES                                  $        700            $      4,650
                                                  ==================      ==================

See notes to financial statements.

</TABLE>


                                       5
<PAGE>




                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)

1.       GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in conformity  with the accounting  principles  stated in the audited  financial
statements  for the year ended  December  31, 2000 and  reflect all  adjustments
which are, in the opinion of  management,  necessary for a fair statement of the
financial  position as of September 30, 2001 and the results of  operations  for
the periods  presented.  These statements have not been audited by the Company's
independent certified public accountants.  The operating results for the interim
periods are not necessarily indicative of results for the full fiscal year.

To the Board of Directors
GL Energy and Exploration, Inc.
Toronto, Ontario, CANADA

We have  reviewed  the  balance  sheet of GL Energy and  Exploration,  Inc.  (an
exploration  stage company) as of September 30, 2001 and the related  statements
of  operations  and cash flows for the nine months ended  September 30, 2001 and
the cumulative  amounts from October 7, 1998  (inception) to September 30, 2001.
These statements are the responsibility of management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of obtaining an understanding of the
system for the preparation of interim financial information, applying analytical
procedures to financial  data and making  inquiries of persons  responsible  for
financial and  accounting  matters.  It is  substantially  less in scope than an
audit conducted in accordance with generally  accepted auditing  standards,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the aforementioned  financial statements for them to be in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been presented  assuming that the
Company will continue as a going concern. The Company has not established source
of revenue and this raises  substantial doubt about its ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from outcome of this uncertainty.


/s/ Simon Krowitz Bolin & Associates, P.A.

Rockville, Maryland
November 12, 2001


The notes to consolidated financial statements appearing in the Company's Annual
Report as filed on SEC Form SB-2 for the years ended December 31, 2000, 1999 and
1998 should be read in conjunction with this Quarterly Report on Form 10-QSB.

2.         ISSUANCE OF COMMON STOCK

In August 2001,  the Company  sold 591,280  shares of its common stock at $0.125
per share. Total net proceeds to the Company were $73,910.

3.         SUBSEQUENT EVENTS

On October 10, 2001, the Company changed its name to GL Energy and  Exploration,
Inc.  from LRS  Capital,  Inc.  On the same  date,  the  Company  increased  its
authorized   capital  to  55,000,000  shares  of  which  5,000,000  shares  were
designated as preferred  stock and 50,000,000  shares were  designated as common
stock.  Prior to this change the Company had  authorized  capital of  15,000,000
shares all of which were  designated  as common stock.  The current  outstanding
shares of common stock and the rights of the common stock were not altered.


                                       6
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
               OR PLAN OF OPERATION

Forward Looking Statements

When used in this Form 10QSB and in future filings by GL Energy and Exploration,
Inc. with the  Securities  and Exchange  Commission,  the words or phrases "will
likely  result,"  "management  expects,"  or we expect,"  "will  continue,"  "is
anticipated," "estimated," or similar expression or use of the future tense, are
intended  to  identify  forward  looking  statements  within the  meaning of the
Private  Securities  Litigation Reform Act of 1995. Readers are cautioned not to
place undue reliance on any such forward-looking statements, each of which speak
only  as  of  the  date  made.   These  statements  are  subject  to  risks  and
uncertainties,  some of which are  described  below and others are  described in
other  parts of this Form  10QSB.  Actual  results  may differ  materially  from
historical  earnings and those  presently  anticipated or projected.  We have no
obligation to publicly  release the result of any revisions  that may be made to
any  forward-looking  statements to reflect  anticipated events or circumstances
occurring after the date of such statements.

Business

GL Energy and  Exploration,  Inc. is an exploration  stage company that seeks to
begin  exploration  of its tungsten mine.  The Company was  incorporated  in the
state of Delaware on October 7, 1998 under the name LRS Group  Incorporated.  On
October 15, 1998, the name of the corporation  was changed to LRS Capital,  Inc.
On October  10,  2001 the name of the  corporation  was changed to GL Energy and
Exploration, Inc.

Our common stock recently began trading on the  Over-the-Counter  Bulletin Board
under the stock symbol "GLEE".  There has been minimum  trading  activity in our
common stock. Moreover, if our common stock is traded, there can be no assurance
given that there will be active  trades in the security.  Therefore,  holders of
our common stock may not be able to sell it from time to time or possibly not at
all.

We currently do not have  adequate  capital to implement  our business  plan and
must obtain funding.  If we do not receive funding,  we will have to discontinue
our operations (See "Liquidity and Capital Resources").

We  are  engaged  in  the   exploration   of  mining   prospects  with  tungsten
mineralization  located in the Western United States.  Our business objective is
to locate  mining  prospects  that will  produce  commercially  viable  tungsten
deposits,  which we intend to be the basis for revenue production.  Investors in
our common  stock should note that most mining  prospects do not yield  positive
economic returns.  Therefore,  an investment in our common stock contains a high
degree of risk, which could result in a complete loss of their investment.

We consider tungsten to be an important  industrial mineral. It has many uses in
the  industrialized  world.  When used with certain  other  metals,  it provides
strength and a wear resistance for various kinds of tools used in  construction,
mining and medal working.  Tungsten is used in many  household  products such as
light bulbs, television sets and magetrons for microwave ovens. Tungsten is also
being used in munitions,  such as bullets,  because of its strength and it being
environmentally superior to lead or uranium.

We have acquired a 100% interest in a tungsten  project known as Pilot  Mountain
in west-central Nevada. We intend to conduct an exploration program to determine
whether or not the prospect is viable for tungsten  mining.  We intend to pursue
an  exploration  program  consisting  of  geological  mapping,  geophysical  and
geochemical  surveys,  sampling,  diamond drilling and metallurgical  studies to
determine  the  economic  potential  of the  prospect.  If these  aspects of the
exploration  program provide favorable  results,  we will conduct a study on the
economic  viability of this prospect.  We cannot give any  assurances  that this
program will have any positive  affects in reaching our goal of  extracting  any
tungsten or any other mineral that might produce revenue for us.

                                       7
<PAGE>

We expect to compete with numerous  mining and  exploration  companies,  many of
which have far greater  capital  resources than we have, to identify and acquire
claims with potential tungsten composites. We can give no assurance that we will
be able to be competitive in this market.

We will also be subject to regulation by numerous federal and state governmental
authorities.  The most  significant  of these  authorities  will be the  Federal
Environmental  Protection  Agency,  the Bureau of Land Management and comparable
state agencies.  If we fail to comply with any of the laws  established by these
agencies,  we will  be  subject  to  possible  fines,  many of  which  could  be
considerable in amount.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

We had no  revenues  for the  quarter  ended  September  30,  2001 or since  our
inception.

Operating  expenses for the quarter ended  September  30, 2001 were $11,300.  We
incurred  $2,700 for legal and accounting  services  rendered in connection with
our compliance filings with the Securities and Exchange Commission. Expenses for
mineral rights were $7,000. Other operating expenses amounted to $1,600 and were
incurred for supplies and stock transfer agent fees

For the nine months ended September 30, 2001 our total  operating  expenses were
$34,100 and were incurred  primarily for legal and  accounting  fees and mineral
rights.

We have incurred a cumulative net loss since inception of $130,600.

Liquidity and Capital Resources:

We  currently  have  minimum  working  capital with which we can fund our future
operations.  We must obtain adequate  funding in order to implement our business
plan. If we do not receive funding,  we will have to discontinue our operations.
To fund our mining operations,  we are seeking to raise  approximately  $950,000
(net of an estimated  $50,000 in offering  expenses) through a private placement
of our common stock. We registered  with the Securities and Exchange  Commission
8,000,000  additional  shares of our common stock at an offering price of $0.125
per share.  These shares have not been underwritten and will be offered for sale
by  current  officers,  directors  and  shareholders.  We may sell any amount of
shares through this offering up to a maximum of 8,000,000 shares. Any investment
in our common stock  involves a high degree of risk. We may not be successful in
raising adequate funds through this offering to continue operations.

We have been reliant on loans from related  parties to fund  operations  through
August  2001.  In August  2001,  we sold  591,280  shares of the  aforementioned
registered  shares  of our  common  stock to  several  investors.  The total net
proceeds from the sales were $73,910.

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

As of  September  30,  2001 our only  asset  was  $66,500  in  cash.  Our  total
liabilities were $84,300,  which includes $67,300 in short-term notes payable to
related  parties.  In addition,  we have a liability of $17,200 to Platoro West,
Incorporated,  which represents our accrued  obligations to them under the terms
of an agreement  dated May 6, 1999 under which they will  locate,  stake out and
record not less than 20 and not more than 40 mining claims for us. If we default
under  the  contract,  the  remedy  specified  in the  contract  is that we will
transfer  and convey to Platoro all of our rights,  title and interest in and to
the mining claims and to all the mineral  resources located therein to which the
contract relates. In addition, in such default,  Platoro will retain all amounts
previously  paid to it and retain all shares  previously  issued to it under the
contract.  At  September  30,  2001,  we  believe  that we  have  met all of our
obligations to Platoro.

                                       8
<PAGE>

Total stockholders' deficit at September 30, 2001 was $17,800.

We anticipate generating sufficient revenues with which we will be able to cover
exploration  costs. To the extent our revenues exceed exploration costs, we will
use these funds for business expansion.  Mining operations contain a high degree
of risk  and we may not  locate  a  profitable  prospect  or any  prospect  that
contains enough minerals that would warrant further exploration

Employees

We currently  have one part time  employee.  We expect to hire  consultants  and
independent  contractors  who specialize in mining  operations  during the early
stages of implementing our business plan.

Description of Properties

Our  executive  office is located  at 141  Adelaide  Street  West,  Suite  1004,
Toronto,  Ontario,  Canada. At this location, we share an undesignated amount of
space with another  entity.  Currently,  the landlord and primary tenant are not
charging us any rent. Any costs of this office are considered  immaterial to the
financial statements and accordingly are not reflected therein.

Inflation

The  Company's  results of  operations  have not been  affected by inflation and
management  does  not  expect  inflation  to have a  significant  effect  on its
operations in the future.




                                       9
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

On October 10, 2001, the Company received the consents from all the shareholders
of the Company pursuant to the General Corporation Law of Delaware, Section 228,
authorizing a change of the Company's  name to GL Energy and  Exploration,  Inc.
from LRS  Capital,  Inc.  and  increasing  the  number of  authorized  shares to
55,000,000  shares of which 5,000,000  shares were designated as preferred stock
and 50,000,000 shares were designated as common stock.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number                        Name of Exhibit
--------------                        ---------------
   15.01                    Letter on unaudited interim financial
                            information (Filed herewith)

b. Reports on Form 8-K

We filed a current report with the  Securities  and Exchange  Commission on Form
8-K on October 24, 2001 reporting the following:

On October 10, 2001,  LRS  Capital,  Inc.  received  the  consents  from all the
shareholders of the Company pursuant to the General  Corporation Law of Delaware
authorizing two changes to the current certificate of incorporation. The Company
changed its name to GL Energy and  Exploration,  Inc. from LRS Capital,  Inc. On
the same date, the Company increased its authorized capital to 55,000,000 shares
of which  5,000,000  shares were  designated as preferred  stock and  50,000,000
shares were  designated  as common  stock.  Prior to this change the Company had
authorized  capital of 15,000,000  shares all of which were designated as common
stock.  The  current  outstanding  shares of common  stock and the rights of the
common stock were not altered.


                                       10
<PAGE>




                                   Signatures

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

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

                            Date         November 13, 2001

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

                                         By /s/ Mitchell Geisler
                                           ---------------------
                                         Mitchell Geisler, President and
                                         Chairman of the Board

                            Date         November 13, 2001




                                       11
<PAGE>





Table of Exhibits

Exhibit Number                       Name of Exhibit
--------------                       ---------------
   15.01                  Letter on unaudited interim financial
                          information (Filed herewith)





                                       12
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