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, 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.)


    10330 Pioneer Blvd., Suite 290 Santa Fe Springs, California     90670
    -----------------------------------------------------------   ----------
              (Address of principal executive offices)            (Zip Code)


     Registrant's telephone number, including area code     (562) 903-1114



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 25, 2004, the Company
had outstanding 32,882,042 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....................................   10

PART II

  ITEM 1.   LEGAL PROCEEDINGS..........................................   11
  ITEM 2.   CHANGES IN SECURITIES .....................................   11
  ITEM 3.   DEFAULTS UPON SENIOR SECURITIES............................   11
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........   11
  ITEM 5.   OTHER INFORMATION..........................................   12
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K...........................   12






                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                         GL Energy and Exploration, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheets

                                                            Unaudited        Audited
                                                          September 30,    December 31,
                                                              2004             2003
                                                          ------------     ------------
<S>                                                       <C>              <C>
                             ASSETS
Current Assets:
   Cash                                                   $         35     $         79
   Investment in Joint Venture                                    --             20,000
                                                          ------------     ------------
      TOTAL ASSETS                                        $         35     $     20,079
                                                          ============     ============

               LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accounts Payable                                       $     30,000     $     24,290
   Due to Shareholders                                          99,187           65,225
                                                          ------------     ------------
      Total Liabilities                                        129,187           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,
      32,882,042 and 29,573,641 shares
      outstanding at September 30, 2004
      and December 31, 2003                                     32,882           29,573
   Additional Paid-in Capital                                2,446,886        2,051,467
   Deficit Accumulated During the Development Stage         (2,609,226)      (2,150,782)
                                                          ------------     ------------
      Total Stockholders' Deficit                             (129,458)         (69,742)
                                                          ------------     ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $         35     $     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
                                                 September 30, 2004     September 30, 2003
                                                 ------------------     ------------------
<S>                                              <C>                    <C>
EXPENSES
  Legal and Accounting                           $            3,822     $            6,313
  General and Administrative                                 44,093                  7,375
  Minority interest in losses of subsidiary                    --                      241
  Interest                                                    2,262                   --
  Forgiveness of debt                                          --                   34,464
                                                 ------------------     ------------------
     NET INCOME (LOSS)                           $          (50,177)    $           20,535
                                                 ==================     ==================

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

  Weighted average shares outstanding:
   Basic and Diluted                                     32,848,129             25,513,614
                                                 ==================     ==================
</TABLE>



                                       4
<PAGE>

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


                                                       Unaudited              Unaudited              Unaudited
                                                      Nine Months            Nine Months             Inception
                                                         Ended                  Ended                    To
                                                   September 30, 2004     September 30, 2003     September 30, 2004
                                                   ------------------     ------------------     ------------------
<S>                                                <C>                    <C>                    <C>
EXPENSES
   Mineral Rights                                  $             --       $            9,832     $           85,830
   Impairment                                                  20,000                   --                   20,000
   Legal and Accounting                                        17,227                 32,760                153,506
   General and Administrative                                 414,442                 57,313              2,340,384
   Forgiveness of Debt (income)                                  --                  (34,464)                  --
   Minority Interest in Losses of Subsidiary                     --                      190                     56
   (Gain) on Disposal of Subsidiary                              --                  (18,261)                  --
   Interest Expense                                             6,775                  --                     9,450
                                                   ------------------     ------------------     ------------------
   NET LOSS                                        $         (458,444)    $          (47,370)    $       (2,609,226)
                                                   ==================     ==================     ==================


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

   Weighted average shares outstanding:
    Basic and Diluted                                      31,793,850             11,885,812
                                                   ==================     ==================
</TABLE>



                                       5
<PAGE>

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

                                                            Unaudited             Unaudited             Unaudited
                                                           Nine Months           Nine Months            Inception
                                                              Ended                 Ended                   To
                                                        September 30, 2004    September 30, 2003    September 30, 2004
                                                        ------------------    ------------------    ------------------
<S>                                                     <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                             $         (458,444)   $          (47,369)   $       (2,606,964)
Adjustments to Reconcile Net Deficit to Cash
Used by Operation Activities:
   Common Stock Issued for Services                                288,300                10,531             2,184,900
   Fair Value of Services Received                                    --                    --                   9,400
   Impairment                                                       20,000                  --                  20,000
   Minority Interest                                                  --                     190                   306
Net Changes in:
   Prepaid Expenses                                                   --                  (2,080)                 --
   Accounts Payable                                                  5,710                21,234                30,000
   Accrued Interest from Notes Payable- Shareholders                 6,760                32,000                 9,435
   Accrued Obligation to Platoro West Incorporated                    --                 (27,132)                 --
                                                        ------------------    ------------------    ------------------
   NET CASH USED IN OPERATING ACTIVITIES                          (137,674)              (12,626)             (352,923)

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               (21,425)               89,752
                                                        ------------------    ------------------    ------------------
   NET CASH PROVIDED USED IN FINANCING ACTIVITIES                  137,630               (21,425)              355,220

   NET CHANGE IN CASH AND CASH EQUIVALENTS                             (44)              (34,051)                   35


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

   CASH AND CASH EQUIVALENTS AT END OF PERIOD           $               35    $              405    $               35
                                                        ==================    ==================    ==================

   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
                               September 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 $99,187 at September 30,
2004, which included $9,435 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. This agreement was terminated
in September 2004. GL Energy's former President and Chairman of the Board is the
sole director of Wellstar International Inc.


NOTE 3 - COMMON STOCK

From February  through  September 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 538,401 shares
from the trust for net  proceeds of  $110,428.  GL Energy also issued a total of
1,370,000 shares of stock through September 30, 2004 from the trust for services
valued  at  $134,300  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
September 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.  Prior to October
2004 the company had no viable business operations.

         Effective  October 1, 2004 the  company  appointed  David  Michery  and
Marcus  Sanders  to the board of  directors.  In  addition,  David  Michery  was
appointed as Chairman,  CEO, and President,  and Kent Puckett as CFO, Secretary,
and Treasurer.

Plan of Operation

         In October 2004, GL Energy entered into a binding  merger  agreement to
acquire 100 percent of American  Southwest Music  Distribution  Inc., subject to
final audits and shareholder  approval. We anticipate the closing for the merger
will occur during the quarter ending  December 31, 2004.  David Michery and Kent
Puckett will remain with the company in their current positions.


                                       8
<PAGE>

         American Southwest Music  Distribution  manufactures,  sells,  markets,
distributes and acquires intellectual properties in the music industry in genres
such as rock, pop,  country,  rhythm and blues,  alternative,  metal and gospel.
American  Southwest  currently  owns and controls  various music catalogs and is
continuing to seek the  acquisition of existing  high-volume  revenue-generating
catalogs. In addition, America Southwest has several artists under contract.

         We believe that the merger with  American  Southwest  will enable us to
create long term value for GL Energy  shareholders.  We also  believe  there are
several  independents  that when  united  would  become more  competitive  while
increasing  market share,  exposure and  distribution.  However,  we can give no
assurance that we will be successful in this very competitive market.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

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

         We  incurred  $50,177  in  operating  expenses  for the  quarter  ended
September 30, 2004. The expenses  included  legal and accounting  fees of $3,822
incurred in  connection  with our  compliance  filings with the  Securities  and
Exchange Commission. We issued 390,000 shares of our common stock to an attorney
and  sales  representative  for  consulting  services  out of our  Regulation  S
offering at a value of $15,600.  We also  incurred  $24,409 in  management  fees
during  the  quarter   pursuant  to  a  management   agreement   with   Wellstar
International,   Inc.  This  agreement  was  terminated  in  September  2004  in
conjunction with the appointment of the new board of directors.

         We  incurred  $13,688  in  operating  expenses  for the  quarter  ended
September 30, 2003.  These expenses were  primarily for our  compliance  filings
with  the  Securities  and  Exchange  Commission  and fees  associated  investor
relations and management fees.  During the prior year quarter we also recognized
other income of $34,464 for the forgiveness of debt due to Platoro West.

         For the nine months ended  September  30, 2004 our  operating  expenses
totaled  $458,444,  a vast majority of which were incurred for public relations,
accounting  and legal fees,  consulting  fees and  management  fees.  These fees
totaled  $388,310.  Of this amount $288,300 was non-cash  expenses incurred with
the issuance of common stock.

         For the nine months ended  September  30, 2003 our  operating  expenses
totaled  $99,904,  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 prior President,  Chairman of the Board
and  majority  shareholder  and two other  shareholders  have loaned the company
$99,187 as of September 30, 2004 to fund our business operations.

         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.


                                       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  offices were  relocated in October 2004 to 10330 Pioneer
Blvd.,  Suite 290, Santa Fe Springs,  California  90670 in conjunction  with the
change in officers and directors.

Employees/Directors

         On September 30, 2004,  Donald Byers resigned as president and director
of the company, and Frank Rossi resigned as director of the company.

         On  October  1,  2004,   David  Michery  and  Marcus  Sanders  accepted
appointment  to the  board of  directors.  Thereafter,  the  board of  directors
appointed  David Michery as Chairman,  CEO, and  President,  and appointed  Kent
Puckett as CFO, Secretary, and Treasurer.

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
September 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 September 30, 2004, that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.



                                       10
<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 September  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 September 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  September 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 538,401 shares of
stock from the trust.  Total proceeds received by GL Energy were US$110,428.  We
also  have  issued a total of  1,370,000  shares  of stock  from the  trust  for
services  rendered in  connection  with the offering.  The remaining  shares are
being returned to the company.  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


                                       11
<PAGE>

ITEM 5.  OTHER INFORMATION

         None


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

         On  October  29,  2004 we filed an  information  statement  on Form 8-K
disclosing  the  resignations  of Donald Byers as president  and director of the
company,  and Frank Rossi as director of the company  effective on September 30,
2004.

         In conjunction with the resignations,  we announced the appointments of
David  Michery and Marcus  Sanders to the board of  directors.  Thereafter,  the
board of directors appointed David Michery as Chairman, CEO, and President,  and
appointed Kent Puckett as CFO, Secretary, and Treasurer.



                                       12
<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.

                                           GL ENERGY AND EXPLORATION, INC.
                                           -------------------------------
                                                    (Registrant)


                                           By: /s/ David Michery
                                               ---------------------------------
                                               David Michery, CEO, President and
                                               Chairman of the Board (Principal
                                               Executive Officer)


                                           By: /s/ Kent Puckett
                                               --------------------------------
                                               Kent Puckett, CFO, Secretary and
                                               Treasurer (Principal Financial
                                               Officer)

Date:  November 15, 2004




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