10QSB 1 form10qsb093002.txt GL ENERGY AND EXPLORATION, INC. 10-QSB 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, 2002 Commission File Number 000-31032 GL ENERGY AND EXPLORATION, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 52-52190362 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 141 ADELAIDE STREET WEST, STE 1004, TORONTO, ONTARIO M5H 3L5 ---------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (416) 214-1473 -------------- 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 30, 2002, the Company had outstanding 23,669,506 shares of its common stock, par value $0.001. TABLE OF CONTENTS ITEM NUMBER AND CAPTION PAGE ----------------------- ---- PART I ------ ITEM 1. FINANCIAL STATEMENTS.................................... 1 ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS.......... 6 ITEM 3 CONTROLS AND PROCEDURES................................. 9 PART II ------- ITEM 1. LEGAL PROCEEDINGS....................................... 10 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............... 10 ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................... 10 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..... 10 ITEM 5. OTHER INFORMATION....................................... 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................ 10 PART I ITEM 1. FINANCIAL STATEMENTS
GL Energy and Exploration, Inc. ( A Company in the Development Stage) Consolidated Balance Sheets Unaudited Audited September 30, December 31, 2002 2001 ------------- ------------ ASSETS Current Assets: Cash and Cash Equivalents $ 54,034 $ 59,073 Prepaid Expenses 200 -- ------------- ------------ TOTAL ASSETS $ 54,234 $ 59,073 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 6,804 $ 1,947 Accrued Obligation to Platoro West Incorporated 23,421 18,423 Due to Shareholder 67,224 67,261 ------------- ------------ TOTAL LIABILITIES 97,449 87,631 Minority Interest 131 176 Shareholders' 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, 23,669,506 shares outstanding at September 30, 2002 23,670 11,335 Additional Paid-in Capital 139,270 101,605 Deficit Accumulated During the Development Stage (206,286) (141,674) ------------- ------------ Total Shareholders' Deficit (43,346) (28,734) ------------- ------------ TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 54,234 $ 59,073 ============= ============ See notes to financial statements
1
GL Energy and Exploration, Inc. ( A Company in the Development Stage) Consolidated Statements of Operations and Accumulated Deficit During the Development Stage Unaudited Unaudited Three Months Three Months Ended Ended September 30, 2002 September 30, 2001 ------------------ ------------------ REVENUES Revenues $ -- $ -- Cost of Revenues -- -- ------------------ ------------------ Gross Margin -- -- EXPENSES Mineral Rights 7,411 6,966 Legal and Accounting 13,227 2,692 General and Administrative 20,201 1,676 ------------------ ------------------ Total Expenses 40,839 11,334 Minority Interest in Losses of Subsidiary (16) -- ------------------ ------------------ Loss from Operations (40,823) (11,334) ------------------ ------------------ Net Loss (40,823) (11,334) Deficit Accumulated During the Development Stage at Beginning of Period (165,463) (96,521) ------------------ ------------------ Deficit Accumulated During the Development Stage at End of Period $ (206,286) $ (107,855) ================== ================== Net Deficit per Share - Basic $ (0.00) $ (0.00) Net Deficit per Share - Diluted $ (0.00) $ (0.00) Shares used in per Share Calculation: Basic 23,506,463 6,107,814 Diluted 23,506,463 6,107,814 See notes to financial statements
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GL Energy and Exploration, Inc. ( A Company in the Development Stage) Consolidated Statements of Operations and Accumulated Deficit During the Development Stage Unaudited Unaudited Unaudited Nine Months Nine Months Inception Ended Ended To September 30, 2002 September 30, 2001 September 30, 2002 ------------------ ------------------ ------------------ REVENUES Revenues $ -- $ -- $ -- Cost of Revenues -- -- -- ------------------ ------------------ ------------------ Gross Margin -- -- -- EXPENSES Mineral Rights 14,743 14,494 72,287 Legal and Accounting 27,942 15,933 93,346 General and Administrative 21,972 3,692 40,772 ------------------ ------------------ ------------------ Total Expenses 64,657 34,119 206,405 Minority Interest in Losses of Subsidiary (45) -- (119) ------------------ ------------------ ------------------ Loss from Operations (64,612) (34,119) (206,286) ------------------ ------------------ ------------------ Net Loss (64,612) (34,119) (206,286) Deficit Accumulated During the Development Stage at Beginning of Period (141,674) (96,521) -- ------------------ ------------------ ------------------ Deficit Accumulated During the Development Stage at End of Period $ (206,286) $ (130,640) $ (206,286) ================== ================== ================== Net Deficit per Share - Basic $ (0.00) $ (0.01) Net Deficit per Share - Diluted $ (0.00) $ (0.01) Shares used in per Share Calculation: Basic 22,951,557 5,582,232 Diluted 22,951,557 5,582,232 See notes to financial statements
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GL Energy and Exploration, Inc. ( A Company in the Development Stage) Consolidated Statements of Cash Flows During the Development Stage Unaudited Unaudited Unaudited Nine Months Nine Months Inception Ended Ended To September 30, 2002 September 30, 2001 September 30, 2002 ------------------ ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (64,612) $ (34,119) $ (206,286) Adjustments to Reconcile Net Deficit to Cash: Common Stock Issued for Services -- -- 100 Fair Value of Services Received -- -- 3,900 Minority Interest (45) -- (119) Provided by (Used in) Operations: Prepaid Expenses (200) 96 (200) Accounts Payable 4,858 (19,052) 6,804 Accrued Obligation to Platoro West Incorporated 4,998 5,998 23,421 ------------------ ------------------ ------------------ NET CASH (USED) BY OPERATING ACTIVITIES (55,001) (47,077) (172,380) CASH FLOWS FROM FINANCING ACTIVITIES: Due to Related Parties (38) 34,309 67,224 Issuance of Common Stock 50,000 74,900 159,190 ------------------ ------------------ ------------------ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 49,962 109,209 226,414 NET CHANGE IN CASH AND CASH EQUIVALENTS (5,039) 62,132 54,034 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 59,073 4,401 -- ------------------ ------------------ ------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 54,034 $ 66,533 $ 54,034 ================== ================== ================== See notes to financial statements
4 NOTES TO FINANCIAL STATEMENTS September 30, 2002 (Unaudited) 1. General The accompanying unaudited financial statements have been prepared in conformity with the accounting principles stated in the audited financial statements for the year ended December 31, 2001, and reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position as of September 30, 2002, and the results of operations for the periods presented. These statements have not been audited but have been reviewed by the company's independent certified public accountants. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. The notes to the consolidated financial statements appearing in the company's annual report as filed on SEC Form 10-KSB for the year ended December 31, 2001, should be read in conjunction with this quarterly report on Form 10-QSB. 2. Common Stock The capitalization of the company was approved to be amended to increase the number of shares of common stock authorized for issuance thereunder from 50,000,000 shares to 100,000,000 shares. The rights of the common stock were not changed. The company's authorized preferred stock was not changed. On July 11, 2002, the board of directors passed a resolution authorizing a common stock dividend of one share of common stock for each share of common stock outstanding. The stock dividend was paid on July 29, 2002, to holders of record on July 26, 2002. The financial statements have been retroactively adjusted to reflect the effect of the stock dividend. On July 25, 2002, the company completed an offering under Regulation S to two accredited investors. Each investor subscribed for 250,000 shares on a pre-stock dividend basis of common stock for $25,000 cash. Under the subscription agreements the investors were also granted common stock warrants authorizing each investor the right to purchase up to 1,000,000 shares of common stock at $0.25 per share, on a pre-stock dividend basis. The warrants expire on July 31, 2003, if not exercised prior to that date. 3. Stock Option Plan In July 2002, the board of directors and majority of the shareholders adopted and approved an equity performance plan for 6,000,000 shares of common stock to be issued from time to time as determined by the board of directors to directors, employees, consultants and others. The shares under an award may be issued at less than market price in the discretion of the board of directors. No awards under the plan are outstanding. 4. Subsidiary On July 29, 2002, the company's subsidiary, GL Tungsten, Inc. allocated 45,000 shares to Platoro West Incorporated pursuant to the terms of the May 1999 agreement as payment for services. As a result of this transaction, the company holds 99.3% of the outstanding stock of GL Tungsten. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward Looking Statements When used in this Form 10QSB and in future filings by GL Energy and Exploration, Inc. with the Securities and Exchange Commission, the words or phrases "will likely result," "management expects," or "we expect," "will continue," "is anticipated," "estimated," or similar expression or use of the future tense, are intended to identify forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below and others are described in other parts of this Form 10QSB. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements. Business Company Background 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. In May 1999, we entered into an agreement with a mineral exploration company, under which that company would locate, stake out and record mining claims that the mineral exploration company believed to contain high concentrations of tungsten. The mineral exploration company staked 30 unpatented claims for GL Energy pursuant to this contract. The mineral exploration company assigned this agreement on March 28, 2001 to Platoro West Incorporated. If we default under the contract, the remedy specified in the agreement calls for us to convey to Platoro West all of our right title and interest in the mining claims and to all the mineral resources located therein. As of September 30, 2002, we believe that we have met all of our obligations under this agreement and do not anticipate defaulting on any of the conditions specified in the agreement. On October 10, 2001, GL Energy formed GL Tungsten, Inc. as a subsidiary incorporated in the state of Nevada, for the purpose of conducting the mining exploration activities of the company. GL Energy holds 14,940,000 shares of common stock of GL Tungsten, which it acquired for $5,000. GL Energy and Platoro West each assigned its respective obligations under the May 1999 agreement on October 31, 2001 to GL Tungsten. In connection with the assignment, Platoro West agreed to cancel the shares of common stock of GL Energy, which it owned in exchange for 60,000 shares of common stock in GL Tungsten and the right to receive further shares of common stock of GL Tungsten pursuant to the terms of the agreement. As a result of these transactions GL Tungsten is now the primary operating entity of GL Energy, and it currently is a 99.3% owned subsidiary of GL Energy. The financial statements of GL Tungsten have been consolidated with GL Energy in the financial statements included elsewhere herein. Company Plan of Operation We are engaged in the exploration of mining prospects with tungsten mineralization located in the Western United States. Through GL Tungsten, we currently have a 100% interest in a tungsten project known as Pilot Mountain located Nevada. We intend to conduct an exploration program to determine whether or not the prospect is viable for tungsten mining. Tungsten-bearing minerals such as scheelite and powellite are known to occur in the prospect. We cannot give any assurance that this exploration process will be successful in locating or extracting any tungsten or any other mineral that might produce revenue for us. 6 Tungsten is considered to be an important industrial mineral. It has many uses in the industrialized world. Some of the more common uses of tungsten include: o It is utilized with other metals to provide strength and a wear resistance for various kinds of tools used in construction, mining and metal working. o It is used in many household products such as light bulbs, television sets and magetrons for microwave ovens. o It is used in munitions, such as bullets, because of its strength and its being environmentally superior to lead or uranium. In August 2002, the company commissioned a report on the Pilot Mountain project. The report was to assess the existing data that the company has on the property for the principal purpose of gauging the former determinations of mineralization identification and occurrence and the likelihood of current realization on the assets. The report confirms that the earlier mineralization identification, which includes tungsten and other trace metals, and the estimates of tungsten levels are consistent with one another, the geology of the land and the personal surveillance of the property by the geologist preparing the company report. The mineralization identifications and estimates originally were derived using various methods performed on the Desert Sheelite, Garnet and Gunmetal areas of the project, including vertical drill holes, analysis of samples and test mining. Mineralization levels were subject to various extrapolations and dilution factors depending on the tests performed, results, grade evaluations and the geology, none of which were determined to have been improperly carried out. Notwithstanding the report making the assessment that the property has potential of being developed by surface open pit mining on a small pit and possibly large pit basis and by partial underground mining, the report indicates that any viable recovery of the mineralizations will depend entirely on economic conditions from time to time dictated by metal prices, mill recoveries and operating cost efficiencies. Any one or all of these factors will have a dramatic effect on the viability of the properties. The report recommends that additional information be obtained in respect of the project. Inclined drill holes should be drilled to substantiate or modify current geological interpretations and delineations of any deposits. New preliminary feasibility and scoping studies also must be carried out, using various mineral prices. A comprehensive review should be undertaken of all the metallurgical reports and chemical analyses that exist and new metallurgical tests should be conducted to attempt to improve tungsten recoveries in certain zones of the project. Also, three-dimensional models of the various zones of tungsten mineralization should be prepared by a qualified mining engineer to generate various development scenarios so that a more current cost analysis can be formulated. Undertaking any substantive exploration activities will require a significant amount of capital, additional time and compliance with regulatory requirements and ordained methodologies. The current working capital of the company is not adequate to implement exploration of the property at this time. Depending upon the availability of capital and the outlook for the tungsten market, the company will consider undertaking further exploration activities. We currently do not have adequate capital to fully implement our business plan and must obtain funding. If we do not receive adequate funding, we will have to discontinue our operations. 7 We expect to compete with numerous mining and exploration companies, many of which have far greater capital resources than we have. We can give no assurance that we will be able to be competitive in this market. We will also be subject to regulation by numerous federal and state governmental authorities. The most significant of these authorities will be the Federal Environmental Protection Agency, the Bureau of Land Management and comparable state agencies. If we fail to comply with any of the laws established by these agencies, we will be subject to possible fines, many of which could be considerable in amount. Financial Condition and Changes in Financial Condition Overall Operating Results: We had no revenues for the quarter ended September 30, 2002, or since our inception. We incurred $40,800 in operating expenses for the quarter ended September 30, 2002, as compared to $11,300 for the comparable prior year quarter. The expenses for both periods included legal and accounting fees incurred in connection with our compliance filings with the Securities and Exchange Commission and expenses incurred for mineral rights. In addition, the expenses for the quarter ended September 30, 2002, included the expenses of conducting a study of the existing mineralization reports relating to the company's Pilot Mountain project. The net operating loss for the current and prior year quarters were $40,800 and $11,300, respectively and were the result of the aforementioned operating expenses. We have incurred a cumulative net loss since inception of $206,300. Liquidity and Capital Resources: As of September 30, 2002, our assets were $54,000 in cash. Our total liabilities were $97,400, which includes $67,224 in short-term notes payable to shareholders. We also have a liability of $23,400 to Platoro West, Incorporated, which represents our accrued obligations under the terms of an agreement dated May 6, 1999. Total stockholders' deficit at September 30, 2002, was $43,300. To partially fund our mining operations to date, we sold shares of our common stock. In August, 2001 we sold 2,364,624 shares of common stock in a self-underwritten, registered offering and received $73,900 in cash. In July 2002, the Company completed an offering under Regulation S to two accredited investors. Each investor subscribed for 500,000 shares of common stock for $25,000 cash. The investors were also granted common stock warrants authorizing each investor the right to currently purchase up to 2,000,000 shares of common stock at $0.125 per share. The warrants expire on July 31, 2003. We have also relied on loans from shareholders to fund operations. As of September 30, 2002, two shareholders have loaned the company a total of $63,300. These loans are due on December 31, 2002, and bear 10% interest per annum. Interest on these loans has been waived by the shareholders through December 31, 2002. We currently have a working capital deficit of $43,200 and only a minimum of operating cash with which we can fund our future operations. We must obtain adequate funding in order to conduct further evaluation of the Pilot Mountain project and to implement our business plan. If we do not receive adequate funding, we will have to discontinue or substantially scale back our operations. 8 We intend to seek either debt or equity capital or both. We have no commitments for funding from any unrelated parties or any other agreements that will provide us with adequate working capital. We cannot give any assurance that we will locate any funding or enter into any agreements that will provide the required operating capital to fund our operations. 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. Employees We currently have two part-time employees, our president and secretary. We expect to hire consultants and independent contractors who specialize in mining operations during the early stages of implementing our business plan. Description of Properties Our executive office is located at 141 Adelaide Street West, Suite 1004, Toronto, Ontario, Canada. At this location, we share an undesignated amount of space with another entity. Currently, we are not being charged any rent. Any costs of this office space are considered immaterial to the financial statements and accordingly are not reflected therein. GL Tungsten has an interest in 30 claims through Platoro West located in Mineral County, Nevada. New Accounting Pronouncements In June 2001, the FASB also approved for issuance SFAS 143 "Asset Retirement Obligations." The company will adopt the statement effective no later than January 1, 2003, as required. At this time, the company does not believe that the adoption of this statement will effect its financial position, results of operations or cash flows. In October 2001, the FASB also approved SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 replaces SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The provisions of Statement 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001, and, generally, are to be applied prospectively. At this time, the company cannot estimate the effect of this statement on its financial position, results of operations or cash flows. Inflation The Company's results of operations have not been affected by inflation and management does not expect inflation to have a significant effect on its operations in the future. ITEM 3. CONTROLS AND PROCEDURES Based on the evaluation by Mr. Mitchell Geisler, both the chief executive officer and chief accounting officer of the company, of the effectiveness of the company's disclosure controls and procedures conducted as of a date within 90 days of the filing date of this quarterly report, Mr. Geisler concluded that, as of the evaluation date, (i) there were no significant deficiencies or material weaknesses of the company's disclosure controls and procedures, (ii) there were no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation date, and (iii) no corrective actions were required to be taken. 9 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The capitalization of the company was approved to be amended to increase the number of shares of common stock authorized for issuance thereunder from 50,000,000 shares to 100,000,000 shares. The rights of the common stock were not changed. The company's authorized preferred stock was not changed. On July 11, 2002, the board of directors passed a resolution authorizing a common stock dividend of one share of common stock for each share of common stock outstanding. The stock dividend was paid on July 29, 2002, to holders of record on July 26, 2002. In July 25, 2002, the company completed an offering under Regulation S to two accredited investors. Each investor subscribed for 250,000 shares on a pre-stock dividend basis of common stock for $25,000 cash. Under the subscription agreements the investors were also granted common stock warrants authorizing each investor the right to purchase up to 1,000,000 shares of common stock at $0.25 per share, on a pre-stock dividend basis. The warrants expire on July 31, 2003, if not exercised prior to that date. The company received $73,900 in connection with the sale of common stock pursuant to the self-underwritten offering registered on Form SB-2. Of these proceeds, $55,388 have been used for general administration expenses and professional fees, $9,000 has been spent to secure mineral rights, and $9,512 have been used to conduct exploration expenses in connection with the preparation of a report of prior geological activities conduced on the Pilot Mountain project. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On July 15, 2002, a majority of the stockholders of the company approved a change in the certificate of incorporation to increase the number of authorized shares of common stock, $.001 par value, from 50,000,000 shares to 100,000,000 shares and adopted an equity performance plan for 6,000,000 shares of common stock. Each proposal was approved by 7,143,396 shares of common stock, representing 62% of the outstanding shares of common stock on the record date. The action was by majority written consent. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 3.1 Certificate of Amendment to the Certificate of Incorporation filed September 4, 2002 4.1 Form of 2002 Equity Performance Plan b) Reports on Form 8-K None 10 Signatures In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REGISTRANT GL ENERGY AND EXPLORATION, INC. By: /s/ Mitchell Geisler -------------------------- Mitchell Geisler, President and Chairman of the Board (Principal Executive Officer and Principal Accounting Officer) Date: November 13, 2002 11 FORM OF CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CERTIFICATION I, Mitchell Geisler, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of GL Energy and Exploration, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2002 /s/ Mitchell Geisler ----------------------- Name: Mitchell Geisler Title: President and Chief Executive Officer and Treasurer 12 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of GL Energy and Exploration, Inc. on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ Mitchell Geisler --------------------------- Mitchell Geisler, President and Chairman of the Board Dated: November 13, 2002 13 Exhibit Index Exhibit Number Exhibit Description -------------- ------------------- 3.01 Certificate of Amendment to Certificate of Incorporation filed September 4, 2002 4.01 2002 Equity Performance Plan 14