UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period ended June 30, 2004

                        Commission File Number 000-31032


                         GL ENERGY AND EXPLORATION, INC.
               __________________________________________________
               (Exact name of registrant as specified in charter)


                        Delaware                    52-2190362
            _______________________________     ___________________
            (State or other jurisdiction of      (I.R.S. Employer
             incorporation or organization)     Identification No.)


        #300-1497 Marine Drive, West Vancouver, B.C.        V7T 1B8
        ____________________________________________       __________
          (Address of principal executive offices)         (Zip Code)


    Registrant's telephone number, including area code    (604) 926-2873



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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of August 19, 2004, the Company
had outstanding 32,803,042 shares of its common stock, par value $0.001.



<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                  PAGE


PART I

  ITEM 1.   FINANCIAL STATEMENTS.......................................    3
  ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS.............    8
  ITEM 3    CONTROLS AND PROCEDURES....................................   11


PART II

  ITEM 1.   LEGAL PROCEEDINGS..........................................   12
  ITEM 2.   CHANGES IN SECURITIES .....................................   12
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES............................   12
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........   12
  ITEM 5.   OTHER INFORMATION..........................................   12
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K...........................   13






                                       2
<PAGE>

<TABLE>
<CAPTION>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                         GL Energy and Exploration, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheets

                                                                Unaudited        Audited
                                                                June 30,       December 31,
                                                                  2004            2003
                                                               -----------     -----------
<S>                                                            <C>             <C>
                                     ASSETS
Current Assets:
   Cash                                                        $    15,557     $        79
   Investment in Joint Venture                                        --            20,000
                                                               -----------     -----------
      TOTAL ASSETS                                             $    15,557     $    20,079
                                                               ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accounts Payable                                            $    13,208     $    24,290
   Due to Shareholders                                              96,925          65,225
                                                               -----------     -----------
      Total Liabilities                                            110,133          89,515

Minority Interest                                                      306             306

Stockholders' Equity:
   Preferred Stock - $0.001 par value;
      5,000,000 shares authorized, no
      shares issued and outstanding                                   --              --
   Common Stock - $0.001 par value;
      100,000,000 shares authorized,
      32,473,042 and 29,573,641shares
      outstanding at June 30, 2004 and
      December 31, 2003                                             32,473          29,573
   Additional Paid-in Capital                                    2,431,695       2,051,467
   Deficit Accumulated During the
      Development Stage                                         (2,559,050)     (2,150,782)
                                                               -----------     -----------
      Total Stockholders' Deficit                                  (94,882)        (69,742)
                                                               -----------     -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $    15,557     $    20,079
                                                               ===========     ===========
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                         GL Energy and Exploration, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations


                                                     Unaudited          Unaudited
                                                   Three Months       Three Months
                                                       Ended              Ended
                                                   June 30, 2004      June 30, 2003
                                                   -------------      -------------
<S>                                                <C>                <C>
EXPENSES
   Mineral Rights                                  $        --        $      (3,834)
   Impairment                                               --                 --
   Legal and Accounting                                    3,271             18,085
   General and Administrative                            144,162             43,645
                                                   -------------      -------------
      Total Expenses                                     147,433             57,896

   Minority Interest in Losses of Subsidiary                --                  (26)
                                                   -------------      -------------
   Loss from Operations                                 (147,433)           (57,870)
                                                   -------------      -------------

   Interest Expense                                       (2,360)
   Forgiveness of Debt                                      --                 --
   Gain on Disposal of Subsidiary                           --               18,261
                                                   -------------      -------------
   NET LOSS                                        $    (149,793)     $     (39,609)
                                                   =============      =============


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

   Weighted average shares outstanding:
    Basic and Diluted                                 31,981,503          8,791,746
                                                   =============      =============
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                         GL Energy and Exploration, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations


                                                     Unaudited          Unaudited          Unaudited
                                                    Six Months         Six Months          Inception
                                                       Ended              Ended               To
                                                   June 30, 2004      June 30, 2003      June 30, 2004
                                                   -------------      -------------      -------------
<S>                                                <C>                <C>                <C>
EXPENSES
   Mineral Rights                                  $        --        $       9,832      $      85,830
   Impairment                                             20,000               --               20,000
   Legal and Accounting                                   13,405             26,447            149,684
   General and Administrative                            370,350             49,937          2,296,292
                                                   -------------      -------------      -------------
      Total Expenses                                     403,755             86,216          2,551,806

   Minority Interest in Losses of Subsidiary                --                  (52)                56
                                                   -------------      -------------      -------------
   Loss from Operations                                 (403,755)           (86,164)        (2,551,862)
                                                   -------------      -------------      -------------

   Interest Expense                                       (4,513)                               (7,188)
   Forgiveness of Debt                                      --                 --                 --
   Gain on Disposal of Subsidiary                           --               18,261               --
                                                   -------------      -------------      -------------
   NET LOSS                                        $    (408,268)     $     (67,903)     $  (2,559,050)
                                                   =============      =============      =============


   Net Loss per Share - Basic and Diluted          $       (0.01)     $       (0.01)
                                                   =============      =============

   Weighted average shares outstanding:
    Basic and Diluted                                 31,256,638          4,958,973
                                                   =============      =============
</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>
                         GL Energy and Exploration, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

                                                               Unaudited          Unaudited          Unaudited
                                                              Six Months         Six Months          Inception
                                                                 Ended              Ended               To
                                                             June 30, 2004      June 30, 2003      June 30, 2004
                                                             -------------      -------------      -------------
<S>                                                          <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                 $    (408,268)     $     (67,903)     $  (2,559,050)
  Adjustments to Reconcile Net Deficit to Cash
  Used by Operation Activities:
    Common Stock Issued for Services                               272,700              5,130          2,169,300
    Fair Value of Services Received                                   --                 --                9,400
    Impairment                                                      20,000               --               20,000
    Minority Interest                                                 --                  (52)               306
  Net Changes in:
    Accounts Payable                                               (11,082)            54,092             13,208
    Accrued Interest from Notes Payable- Shareholders                4,498               --                7,173
    Accrued Obligation to Platoro West Incorporated                   --                7,332               --
                                                             -------------      -------------      -------------
    NET CASH USED IN OPERATING ACTIVITIES                         (122,152)            (1,401)          (339,663)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from the Sale of Common Stock                         110,428               --              234,528
    Proceeds from Notes Payable - Shareholders                        --                 --               30,940
    Due to Related Parties                                          27,202            (32,225)            89,752
                                                             -------------      -------------      -------------
    NET CASH PROVIDED USED IN FINANCING ACTIVITIES                 137,630            (32,225)           355,220

    NET CHANGE IN CASH AND CASH EQUIVALENTS                         15,478            (33,626)            15,557

    CASH AND CASH EQUIVALENTS
       AT BEGINNING OF PERIOD                                           79             34,456               --
                                                             -------------      -------------      -------------

    CASH AND CASH EQUIVALENTS
       AT END OF PERIOD                                      $      15,557      $         830      $      15,557
                                                             =============      =============      =============

    Supplemental Non-cash Transactions:
       Issuance of common stock for assets                   $        --        $      20,000      $      20,000
                                                             =============      =============      =============
       Conversion of Notes Payable - Shareholders            $        --        $        --        $      30,940
                                                             =============      =============      =============
</TABLE>


                                       6
<PAGE>

                         GL Energy and Exploration, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited   interim   financial   statements  of  GL  Energy
Exploration,  Inc. have been prepared in accordance with  accounting  principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the  audited  financial  statements  and  notes  thereto  contained  in the
Company's  registration  statement  filed  with the SEC on Form  10-KSB.  In the
opinion  of  management,   all  adjustments,   consisting  of  normal  recurring
adjustments,  necessary for a fair  presentation  of financial  position and the
results of operations  for the interim  periods  presented  have been  reflected
herein.  The  results of  operations  for interim  periods  are not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  Notes to the
financial  statements,   which  would  substantially  duplicate  the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
2003 as reported in Form 10-KSB, have been omitted.


NOTE 2 - RELATED PARTY TRANSACTIONS

GL Energy had outstanding loans due to shareholders of $96,925 at June 30, 2004,
which included $7,173 of accrued interest. In June 2003, GL Energy agreed to pay
its President and Chairman of the Board for $8,000 per month as compensation and
office rental through May 2004. These management fees have been paid through May
2004 and the  agreement was  terminated.  On June 1, 2004, GL Energy agreed with
Wellstar International, Inc. that Wellstar would provide management services and
office  facilities  on an ongoing  basis for $10,000 per month for the  12-month
period ending May 31, 2005.  GL Energy's  President and Chairman of the Board is
the sole director of Wellstar International Inc.


NOTE 3 - COMMON STOCK

From February  through June 30, 2004, GL Energy issued 2,670,000 shares of stock
into a trust  account in  connection  with a  10,000,000  share  Registration  S
offering.  During the quarter ended June 30, 2004, GL Energy sold 519,401 shares
from the trust for net proceeds of $110,428,  and also issued  980,000 shares of
stock from the trust for services valued at $118,700 or the fair market value of
the stock on the date of the issuance of the shares.

During the quarter  ending March 31, 2004 GL Energy issued  1,400,000  shares of
stock for  services  valued at $154,000 or the fair market value of the stock on
the date of the agreement.


NOTE 4 - EQUITY PERFORMANCE PLAN

In February 2004, the Board of Directors adopted a 2004 Equity  Performance Plan
under which 10,000,000 shares of GL Energy's common stock have been reserved for
issuance to employees,  officers,  directors and consultants whose past, present
and/or potential contributions to the Company and its Subsidiaries have been, or
will be important to the success of the Company. Under this plan, as of June 30,
2004, no common shares have been issued.


NOTE 5 - JOINT VENTURE AGREEMENT

The  joint  venture  agreement  was  terminated  in  early  2004.  Due  to  this
termination the Investment in Joint Venture was fully impaired in March 2004.




                                       7
<PAGE>


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

Forward Looking Statements

         From  time to time,  we or our  representatives  have  made or may make
forward-looking   statements,   orally  or  in  writing.   Such  forward-looking
statements  may be  included  in,  but not  limited  to,  press  releases,  oral
statements  made with the  approval  of an  authorized  executive  officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases  "will  likely  result",   "are  expected  to",  "will  continue",   "is
anticipated",  "estimate",  "project or projected",  or similar  expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their entirety by reference to and are accompanied by the above discussion of
certain  important  factors that could cause actual results to differ materially
from such forward-looking statements.

         Management is currently  unaware of any trends or conditions other than
those  previously  mentioned in this  management's  discussion and analysis that
could have a material  adverse  effect on the Company's  consolidated  financial
position, future results of operations, or liquidity.  However, investors should
also be aware of factors  that could  have a  negative  impact on the  Company's
prospects and the  consistency  of progress in the areas of revenue  generation,
liquidity, and generation of capital resources. These include: (i) variations in
revenue,  (ii) possible inability to attract investors for its equity securities
or otherwise  raise adequate funds from any source should the Company seek to do
so, (iii) increased governmental  regulation,  (iv) increased  competition,  (v)
unfavorable outcomes to litigation involving the Company or to which the Company
may  become a party in the  future  and,  (vi) a very  competitive  and  rapidly
changing operating environment.

         The  risks  identified  here are not all  inclusive.  New risk  factors
emerge from time to time and it is not possible for management to predict all of
such risk factors,  nor can it assess the impact of all such risk factors on the
Company's  business or the extent to which any factor or  combination of factors
may cause  actual  results  to differ  materially  from those  contained  in any
forward-looking statements.  Accordingly,  forward-looking statements should not
be relied upon as a prediction of actual results.

         The financial  information set forth in the following discussion should
be read  with the  financial  statements  of GL Energy &  Exploration,  included
elsewhere herein.

Business

         GL  Energy  and  Exploration,  Inc.  was  incorporated  in the state of
Delaware  on October 7, 1998 under the name LRS Group  Incorporated.  On October
15,  1998,  the name of the  corporation  was  changed to LRS  Capital,  Inc. On
October  10,  2001 the name of the  corporation  was  changed  to GL Energy  and
Exploration, Inc. GL Energy is a development stage company.

Business Operations Prior to April 30, 2004

         On  May  29,  2003,  GL  Energy  and  Exploration   Inc.  and  Wellstar
International  Inc.,  a  Nevada  corporation,  entered  into an  asset  purchase
agreement  to acquire all of  Wellstar's  60%  interest  in two  mineral  claims
located in Chile, known as the LaBarca Deposit and Duna Choapa Norte Deposit and
certain Joint Venture  Agreements  ("JVA's) between SEM Mining  Corporation S.A.
and  Wellstar.  The rights  included  the  interest to market and  benefit  from
certain  specified  heavy metal  minerals  that may be obtained from the claims,
including  gold,  rutile,  zircon,  magnetite,  ilmenite,  nickel and rare earth
oxides.   There  was  no   assurance   that  these   claims  would  have  enough
mineralizations   that  would  be   commercially   viable  or  be   economically
recoverable. The obligations under the JVA's included having to raise capital to
fund the Pilot and Production Plants.

         The original  funding  obligation  included  US$2,000,000 for the pilot
plant  which was due on or before  January  22,  2004 and  US$8,000,000  for the
production  plant on or before January 22, 2004. This agreement was subsequently
amended to extend the terms, amount and the funding deadline.  The new terms and
conditions specified that GL Energy would provide  US$20,000,000 in financing to
SEM who in turn would build the Pilot and Production Plants and a Town-site.  We
were  unable  to  fulfill  the new  funding  arrangements  within  the  allotted
timeframe.


                                       8
<PAGE>

         On April 30, 2004,  SEM Mining  Corporation  Ltd.  served  notice to GL
Energy and  Exploration  Inc. that the Joint Venture  Agreement  between the two
corporations  was in default as the result of non-payment of $200,000 US by GEEX
to SEM as provided  under the terms and  conditions  of the JVA. SEM  stipulated
that in view of the default of the JVA, the Agreement was thereby terminated and
that they were  unwilling to compromise  further  despite the fact that GEEX was
proceeding  to finalize a $20  million  financing  arrangement.  The $20 million
financing  with Webster  Financial  Resources,  Inc. was to be  structured  as a
guarantee  to  support a bank loan of an equal  amount  in event of  default  of
repayment. No funds were borrowed as the Joint Venture Agreement between SEM and
GEEX was terminated April 30, 2004.

Business Operations Subsequent to April 30, 2004

         On May 5, 2004 GL Energy and  Exploration  Inc.  began  proceedings  to
acquire a 65% interest in High Country Suspension Bridge LLP ("High Country") in
exchange for an investment of  approximately  US$1,000,000  over a period of the
next 12 months.  High Country was to undertake the  construction of a Suspension
Bridge in a canyon on the  Tutshi  River  located by the South  Klondike  in the
Northwestern region of British Columbia,  Canada that was to generate revenue by
catering to tourists  who travel on cruise ships to Alaska from May to September
annually.

         In July 2004 we  terminated  our  objective of acquiring an interest in
this project.

Plan of Operation

         We are currently reviewing our alternative investment  opportunities in
various industries.  If we locate a viable business  opportunity we will need to
raise adequate capital.  However, we can give no assurance that our efforts will
be successful and we have no commitments for the funding at this time.

         In January 2004, we concluded a best efforts  agency  agreement with an
attorney in Munich, Germany to sell a minimum of 10,000,000 common shares of our
stock at $0.20  net per  share to the  Company  under a  Regulation  S  Offering
Memorandum.  These shares have not been  registered  with the SEC. From February
through June 30, 2004,  GL Energy issued  2,670,000  shares of stock in trust in
connection with this Registration S offering.  During the quarter ended June 30,
2004,  GL Energy sold  519,401  shares of stock from the trust.  Total  proceeds
received by GL Energy were US$110,428.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues for the quarter  ended June 30,  2004,  or since our
inception.

         We incurred  $147,433 in operating  expenses for the quarter ended June
30, 2004. The expenses  included legal and accounting fees of $3,271 incurred in
connection  with  our  compliance  filings  with  the  Securities  and  Exchange
Commission.  Investor relation expenses were $8,374. We issued 980,000 shares of
our common stock to an attorney and sales representative for consulting services
out of our Regulation S offering at a value of $118,700.  In addition,  we had a
management  agreement  with our  President for $8,000 per month in lieu of wages
and rent.  This  agreement was  terminated at the end of May 2004 and we entered
into a new management agreement with Wellstar  International,  Inc. in June 2004
at $10,000 per month. We incurred $26,000 in management fees during the quarter.

         Operating  expenses for the quarter  ended June 30, 2003 were  $57,896.
The  expenses  included  legal  and  accounting  fees  of  $18,085  incurred  in
connection  with  our  compliance  filings  with  the  Securities  and  Exchange
Commission and fees associated with the preparation of documents relating to the
asset  purchase  agreement  with SEM. We incurred  $18,927 for public  relations
services.  We entered into a management  agreement with our president for $8,000
per month in lieu of wages and rent.  In addition,  we  recognized a gain on our
disposal of GL Gold in the amount of $18,261.  Consulting fees for past services
paid in shares of common stock  totaled  $5,130.  The  remaining  expenses  were
incurred  for  advertising,  SEC filing fees,  general  office  expenses,  stock
transfer fees and travel.


                                       9
<PAGE>

         For the six months ended June 30, 2004 our operating  expenses  totaled
$403,755,  a  vast  majority  of  which  were  incurred  for  public  relations,
consulting fees and management fees. These fees totaled $335,381. Of this amount
$272,700 was non-cash expenses incurred with the issuance of common stock.

         For the six  months  ended  June 30,  2003  expenses  totaled  $86,216,
incurred for legal, accounting, mineral rights and general operating expenses.

Liquidity and Capital Resources:

         Since our  inception  we have had minimum  working  capital to fund our
operations.  In order to fund our  operations  we have relied on the sale of our
common stock and loans from shareholders.

         Between  2000 and 2004 we sold  shares of our common  stock in order to
fund our  operations.  During the  quarter  ended  June 30,  2004,  we  received
proceeds  totaling  US$110,428  for shares of stock sold from the  Regulation  S
offering in Europe.

         In addition,  Donald Byers,  our  President,  Chairman of the Board and
majority  shareholder and two other shareholders have loaned the company $96,925
as of June 30,  2004 to fund our  business  operations.  These  loans  bear 10 %
interest and will be repaid upon the company receiving funding.

         We  currently  have a working  capital  deficit  and only a minimum  of
operating  cash  with  which  we can fund our  future  operations.  If we do not
receive adequate  funding,  we will have to discontinue or  substantially  scale
back our operations.

         We intend to seek either debt or equity capital or both. We cannot give
any assurance that any funding will occur or will be adequate  operating capital
to fund our operations.  In addition,  we may also consider strategic  alliances
and mergers and acquisitions as a means to pursue our business plan or otherwise
fund the company.

Description of Properties

         Our  executive  office is  located  at  #300-1497  Marine  Drive,  West
Vancouver,  B.C., Canada. At this location,  we share an undesignated  amount of
space with another  entity.  Currently,  our rent is included in the  management
agreement with Wellstar.

Employees/Directors

         We currently have one full-time employee,  our president.  We expect to
hire  consultants  and  independent  contractors  during  the  early  stages  of
implementing our business plan.

         During the quarter ended June 30, 2004, Mr. P.J.  Santos and Mr. Arthur
Lang  resigned as  directors  of the  Company.  Mr.  Santos  resigned due to the
termination  of the  agreement  with SEM Mining.  Mr. Lang  resigned  due to his
disagreement  with the company's future direction as to tourism,  mining and the
oil and gas industries.

         On May 31, 2004, Mr. Frank Rossi became a director of the company.  Mr.
Rossi  is 65 years of age and for the  past 27  years  his  business  background
includes  real  estate,  sales and  leasing.  He also owned his own real  estate
office for 18 years, and is currently a licensed Broker with Sheridan Commercial
Sales & Leasing.

         We currently have two directors on our board.


                                       10
<PAGE>

New Accounting Pronouncements

         GL Energy does not expect the  adoption of recently  issued  accounting
pronouncements  to  have  a  significant   impact  on  GL  Energy's  results  of
operations, financial position or cash flow.


ITEM 3.  CONTROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports  filed or  submitted  under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of June 30,
2004. Their  evaluation was carried out with the  participation of other members
of the  Company's  management.  Based  upon  their  evaluation,  the  Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended June 30, 2004,  that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.




                                       11
<PAGE>

                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 2.  CHANGES IN SECURITIES

Changes in Common Equity

         On February 27, 2004,  the board of  directors  approved a  performance
equity  plan for  10,000,000  shares of Common  Stock.  The rights of the common
stock were not changed. The purpose of the GL Energy and Exploration,  Inc. 2004
Equity  Performance  Plan is to enable the  Company  to offer to its  employees,
officers,  directors  and  consultants  whose  past,  present  and/or  potential
contributions  to the  Company  and  its  Subsidiaries  have  been,  or  will be
important  to the  success  of the  Company.  The  various  types  of  long-term
incentive  awards that may be provided under the Plan will enable the Company to
respond to changes in compensation  practices,  tax laws, accounting regulations
and the size and  diversity of its  businesses.  As of June 30, 2004,  no shares
have been issued under this plan.

         On April 23,  2003,  a  majority  of the  stockholders  of the  company
approved a performance  equity plan for 10,000,000 shares of Common Stock ("2003
Performance Equity Plan").  The rights of the common stock were not changed.  We
intend to issue the shares of common  stock from time to time as  determined  by
the board of directors to  directors,  employees,  consultants  and others.  The
board  of  directors  of  the  company  believes  the  2003  Plan  will  provide
flexibility  in  structuring  compensation  arrangements  and  provide an equity
incentive for  employees and others who are awarded  shares under the 2003 Plan.
The  shares  under an award  may be  issued  at less  than  market  price at the
discretion of the board of directors.  None of the awards as provided  under the
2003 Plan are allocated to any particular person or class of persons among those
eligible  to  receive  awards.  As of June  30,  2004 we have  issued a total of
9,890,000 shares of common stock to various consultants under the Plan.

         The  common  stock is quoted on the  over-the-counter  market  (OTC BB)
under the symbol "GEEX" and quoted in the pink sheets  published by the National
Quotations  Bureau.  Effective  September  30,  2003 the  Company met all of the
listing requirements and has been accepted on the Berlin Stock Exchange and will
trade under the ticker  symbol  GE6.BE and German  Securities  CUSIP  number WKN
914350.  The  trading  volume  in the  Common  Stock  has been and is  extremely
limited.

Recent Sales of Unregistered Securities

         From February  through June 30, 2004, GL Energy issued 2,670,000 shares
of stock in trust in  connection  with this  Registration  S offering in Europe.
During the quarter ended June 30, 2004,  GL Energy sold 519,401  shares of stock
from the trust.  Total proceeds  received by GL Energy were US$110,428.  We also
issued  980,000  shares  of stock  from  the  trust  for  services  rendered  in
connection  with the offering.  These shares have not been  registered  with the
SEC.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None


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

         None


ITEM 5.  OTHER INFORMATION

         None


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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)    Exhibits

4.1             Form of 2003 Equity Performance Plan (1)

4.2             Form of 2004 Equity Performance Plan (2)

31.1            Certification  of  Chief  Executive  Officer,  pursuant  to Rule
                13a-14(a) of the Exchange  Act, as enacted by Section 302 of the
                Sarbanes-Oxley Act of 2002.

31.2            Certification  of  Chief  Financial  Officer,  pursuant  to Rule
                13a-14(a) of the Exchange  Act, as enacted by Section 302 of the
                Sarbanes-Oxley Act of 2002.

32.1            Certification  of Chief  Executive  Officer and Chief  Financial
                Officer,  pursuant to 18 United  States Code  Section  1350,  as
                enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Previously filed with Form DEF 14c  (information  statement) on May 5, 2003.
(2) Previously filed with Form S-8 on March 29, 2004.

b)    Reports on Form 8-K

      None



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

Date:  August 20, 2004




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