UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
                                (Amendment No. 2)

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

                  For the Quarterly Period ended March 31, 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 May 1, 2004, the Company had
outstanding 30,973,641 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
  ITEM 3    CONTROLS AND PROCEDURES......................................  10


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>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

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

                                                                 Unaudited        Audited
                                                                 March 31,      December 31,
                                                                   2004            2003
                                                                -----------     -----------
<S>                                                             <C>             <C>
                                     ASSETS
Current Assets:
   Cash                                                         $        54     $        79
   Investment in Joint Venture                                         --            20,000
                                                                -----------     -----------
      TOTAL ASSETS                                              $        54     $    20,079
                                                                ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accounts Payable                                             $    70,085     $    24,290
   Due to Shareholders                                              103,880          65,225
                                                                -----------     -----------
      Total Liabilities                                             173,965          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, 30,973,641 and 29,573,641
      shares outstanding at March 31, 2004 and
      December 31, 2003                                              30,974          29,573
   Additional Paid-in Capital                                     2,204,067       2,051,467
   Deficit Accumulated During the Development Stage              (2,409,258)     (2,150,782)
                                                                -----------     -----------
      Total Stockholders' Deficit                                  (174,217)        (69,742)
                                                                -----------     -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $        54     $    20,079
                                                                ===========     ===========

</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.



                                       3
<PAGE>

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

                                                      Unaudited         Unaudited         Unaudited
                                                     Three Months      Three Months       Inception
                                                        Ended             Ended               To
                                                    March 31, 2004    March 31, 2003    March 31, 2004
                                                    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>
EXPENSES
  Mineral Rights                                    $         --      $       13,666    $       85,830
  Impairment                                                20,000              --              20,000
  Legal and Accounting                                      10,134             8,362           146,414
  General and Administrative                               226,189             6,292         2,152,130
                                                    --------------    --------------    --------------
     Total Expenses                                        256,323            28,320         2,404,374

  Minority Interest in Losses of Subsidiary                   --                 (26)               56
                                                    --------------    --------------    --------------
  Loss from Operations                                    (256,323)          (28,294)       (2,404,430)
                                                    --------------    --------------    --------------

  Interest Expense                                          (2,153)                             (4,828)
  Forgiveness of Debt                                         --                --                --
  Gain on Disposal of Subsidiary                              --                --                --
                                                    --------------    --------------    --------------
  NET LOSS                                          $     (258,476)   $      (28,294)   $   (2,409,258)
                                                    ==============    ==============    ==============


  Net Loss per Share - Basic and Diluted            $        (0.01)   $        (0.00)
                                                    ==============    ==============

  Weighted average shares outstanding:
   Basic and Diluted                                    30,265,949        23,839,506
                                                    ==============    ==============
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.



                                       4
<PAGE>

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

                                                             Unaudited         Unaudited         Unaudited
                                                            Three Months      Three Months       Inception
                                                               Ended             Ended               To
                                                           March 31, 2004    March 31, 2003    March 31, 2004
                                                           --------------    --------------    --------------
<S>                                                        <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                $     (258,476)   $      (28,294)   $   (2,409,258)
   Adjustments to Reconcile Net Deficit to Cash
   Used by Operation Activities:
     Common Stock Issued for Services                             154,000              --           2,050,600
     Fair Value of Services Received                                 --                --               9,400
     Impairment                                                    20,000              --              20,000
     Minority Interest                                               --                 (26)              306
   Net Changes in:
     Prepaid Expenses                                                --                --                --
     Accounts Payable                                              45,796             6,038            70,086
     Accrued interest from Notes Payable - Shareholders             2,153              --               4,828
     Accrued Obligation to Platoro West Incorporated                 --               3,666              --
                                                           --------------    --------------    --------------
   NET CASH USED IN OPERATING ACTIVITIES                          (36,527)          (18,616)         (254,038)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the Sale of Common Stock                            --               1,658           124,100
   Proceeds from Notes Payable - Shareholders                        --                --              30,940
   Due to Related Parties                                          36,502              --              99,052
                                                           --------------    --------------    --------------
   NET CASH PROVIDED USED IN FINANCING ACTIVITIES                  36,502             1,658           254,092

   NET CHANGE IN CASH AND CASH EQUIVALENTS                            (25)          (16,958)               54

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

   CASH AND CASH EQUIVALENTS AT END OF PERIOD              $           54    $       17,498    $           54
                                                           ==============    ==============    ==============

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


                See accompanying summary of accounting policies
                       and notes to financial statements.



                                       5
<PAGE>

                         GL Energy and Exploration, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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 $103,880 at March 31,
2004, which included $4,828 of accrued interest.


NOTE 3 - COMMON STOCK

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.

In  January  2004,  GL  Energy  issued  1,500,000  shares  of  stock in trust in
connection with a 10,000,000 share Registration S offering. None of these shares
have been sold as of March 31, 2004.


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,
are or will be important to the success of the Company.  Under this plan,  as of
March 31, 2004, no common shares have been issued.


NOTE 5 - SUBSEQUENT EVENT

Subsequent to March 31, 2004 the joint venture agreement was terminated.  Due to
this  termination  the  Investment in Joint Venture was be fully  impaired as of
March 31, 2004.






                                       6
<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

         Prior to May 29,  2003 our plan of  operation  was to be engaged in the
exploration  of mining  prospects  with tungsten  mineralization  located in the
Western United  States.  Upon the change in management in May 2003 we ceased our
tungsten  operations and transferred all of our interest in the related tungsten
projects to Platoro West Incorporated, a mineral exploration company.

         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  LaBarca  Deposit  and Duna  Choapa  Norte  Deposit
(together  referred to as the "Claims")  and certain  Joint  Venture  Agreements
between SEM Mining Corporation S.A. and Wellstar ("JVA's").  The rights 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,  which were subject to schedule  adjustments,  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.



                                       7
<PAGE>


         On  March  3,  2004  GL  Energy  and  SEM  amended  the  Joint  Venture
Agreements, having expired on January 22, 2004, whereby GL Energy would continue
to  earn a 60%  equity  interest  in the 2  previous  identified  heavy  mineral
deposits located in Chile, South America. 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.  Webster  Financial
Resources  Ltd.,  Florida,  had approved a  $20,000,000  Bank  Guarantee for the
property  development,  town-site  construction  and  marketing  costs.  We were
awaiting confirmation from Webster Financial than an affiliated Funding Bank had
agreed to release the $20,000,000 for the project. We gave no assurance that the
funding would occur or that we would be able to locate other adequate  financing
arrangements to be able to fund our commitments.

         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  through  Webster
Financial  Resources Inc. and was underway with a 10,000,000  Regulation S share
offering in Europe.  GEEX will continue to pursue a  satisfactory  conclusion to
the aforementioned annulment of the JVA.

         In addition,  the termination agreement included the resignation of Mr.
P.J.  Santos,  President  & CEO of SEM Mining  Corporation,  as a director of GL
Energy & Exploration, Inc.

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 will undertake to construct a Suspension Bridge in
a canyon on the Tutshi River located by the South  Klondike in the  Northwestern
region of British Columbia,  Canada.  The Suspension Bridge and related exhibits
will be catering to  tourists  who travel on cruise  ships to Alaska from May to
September annually.  We believe  approximately  150,000 cruise ship tourists and
road travelers enjoy the Klondike Highway  experience during the season. We will
continue to evaluate additional investments in the areas of Tourism,  Mining and
the Oil and Gas industries.  However,  we can give no assurance that our efforts
will be successful and we have no commitments for the funding of this project.



                                       8
<PAGE>

Plan of Operation

         Our current plan of operation is to locate adequate capital in order to
fund our  anticipated  obligations  under the potential High Country  Suspension
Bridge  investment.  In  addition,  we will  continue  to pursue  an  acceptable
agreement  regarding the mining joint venture agreements with SEM. We anticipate
obtaining  funding  from the sale of our common  stock and loans from  financial
institutions.

         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.  As  of  March  31,  2004  no  shares  have  been  sold  under  this
arrangement.

         We  negotiated  a  $20,000,000  bank  loan  guarantee  through  Webster
Financial  Resources  Ltd. in order to facilitate the  construction  of both the
Pilot and  Production  Plants for the joint venture  agreements.  The loan would
have had a 10-year term with interest  accruing at the prime rate.  Interest for
the first year would have been waived.  Repayment of the loan would have begun 1
year after initial funding.  The loan would have been  collateralized  by all of
the Company's  interest in the SEM mining project.  We have not received funding
to date and  therefore  the  guarantee  is not  currently  in  force.  If we are
successful in renegotiating  the arrangement  with Webster  Financial and SEM we
have a  contingent  liability  totaling  $521,000  that will be due to  Wellstar
International  Inc. for  consulting  services  rendered,  the asset  acquisition
agreement in Chile and assistance in locating the funding.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

         We had no revenues for the quarter  ended March 31, 2004,  or since our
inception.

         We incurred $256,323 in operating  expenses for the quarter ended March
31, 2004. The expenses included legal and accounting fees of $10,134 incurred in
connection  with  our  compliance  filings  with  the  Securities  and  Exchange
Commission.  Investor  relation  cash expenses  were a $4,353.  In addition,  we
issued  1,400,000  shares of our common stock to a public  relations firm out of
our S-8 2003  performance  equity plan at a value of $154,000.  Other consulting
fees incurred for locating funding arrangements and other consulting  activities
totaled $27,751.  We entered into a management  agreement with our president for
$8,000 per month in lieu of wages.  We  incurred  $24,000 in accrued  management
fees during the quarter.

         We incurred  $28,320 in operating  expenses for the quarter ended March
31, 2003. The expenses included legal and accounting fees incurred in connection
with our  compliance  filings with the  Securities  and Exchange  Commission and
expenses associated with the prior tungsten operations of the Company.

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 2002 we sold  shares of our common  stock in order to
fund our operations  (See "Note 4 - Common Stock" to the financial  statements).
In addition,  Donald Byers,  our  President,  Chairman of the Board and majority
shareholder and two other  shareholders  have loaned the company  $103,880 as of
March 31, 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.  We must  obtain
adequate funding in order to fulfill our obligations under the asset acquisition
agreement for the  completion of the pilot and production  plants.  If we do not
receive adequate  funding,  we will have to discontinue or  substantially  scale
back our operations.



                                       9
<PAGE>


         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 our president.

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.

         After the quarter ended March 31, 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. We currently only have 1 director. We anticipate filling
the vacant board positions as soon as possible.

New Accounting Pronouncements

         In November  2002,  the FASB issued  Financial  Interpretation  No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect   Guarantees  of  Indebtedness  of  Others."  FIN  45  sets  forth  the
disclosures required to be made by a guarantor in its financial statements about
its obligations  under certain  guarantees that it has issued. It also clarifies
that a guarantor is required to recognize,  at the  inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The adoption of FIN 45 is not expected to have a material  effect on
the Company's financial position or results of its operations.

         In December  2002, the FASB issued  Statements of Financial  Accounting
Standards  No. 148  "Accounting  for  Stock-Based  Compensation--Transition  and
Disclosure--an  amendment of FASB Statement No. 123, This Statement  amends FASB
Statement  No.  123,  Accounting  for  Stock-Based   Compensation,   to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The  adoption of SFAS 148 is not  expected to
have a material  effect on the  Company's  financial  position or results of its
operations.

         In May 2003 the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity",
which  requires that certain  financial  instruments be presented as liabilities
that  were  previously   presented  as  equity  or  as  temporary  equity.  Such
instruments include mandatory redeemable preferred and common stock, and certain
options and warrants.  SFAS 150 is effective for financial  instruments  entered
into or modified after May 31, 2003 and is generally  effective at the beginning
of the first interim period  beginning after June 15, 2003. The adoption of SFAS
150 is not  expected  to  have a  material  effect  on the  Company's  financial
position or results of its operations.


ITEM 3.  CONTROLS AND PROCEDURES

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



                                       10
<PAGE>

         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 March
31,  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 March 31, 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,  are 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 March 31, 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 March 31,  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

         None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None


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

         None


ITEM 5.  OTHER INFORMATION

         None



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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:  May 27, 2004








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