-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VAG0J1yGamhS6NtxGFAsQFQzMQJNfZ8v2OQuWTbVDHMvd+qSi6TDNgu4XmHpZrnL VV8V4XqAOrDU4J6W1GaFqw== 0001158957-04-000218.txt : 20041115 0001158957-04-000218.hdr.sgml : 20041115 20041115145049 ACCESSION NUMBER: 0001158957-04-000218 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GL ENERGY & EXPLORATION INC CENTRAL INDEX KEY: 0001122771 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 522190362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31032 FILM NUMBER: 041144305 BUSINESS ADDRESS: STREET 1: 141 ADELAIDE STREET WEST STREET 2: SUITE 1004 CITY: TORONTO CANADA STATE: A6 ZIP: M5H 3L5 BUSINESS PHONE: 416-214-1473 10QSB 1 form10qsb093004.txt GL ENERGY AND EXPLORATION, INC. 10QSB 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. 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 PART I ITEM 1. FINANCIAL STATEMENTS
GL Energy and Exploration, Inc. (A Development Stage Company) Consolidated Balance Sheets Unaudited Audited September 30, December 31, 2004 2003 ------------ ------------ 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 ============ ============
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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 ------------------ ------------------ 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 ================== ==================
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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 ------------------ ------------------ ------------------ 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 ================== ==================
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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 ------------------ ------------------ ------------------ 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 ================== ================== ==================
6 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 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 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 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 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 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 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 13 EX-31 2 exhibit31-110qsb093004.txt EXHIBIT 31.1 CEO CERTIFICATION EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, David Michery, 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 a 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-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 15, 2004 /s/ David Michery ----------------------------- David Michery President and Chief Executive Officer EX-31 3 exhibit31-210qsb093004.txt EXHIBIT 31.2 CFO CERTIFICATION EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Kent Puckett, 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 a 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-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 15, 2004 /s/ Kent Puckett ----------------------- Kent Puckett Chief Financial Officer EX-32 4 exhibit32-110qsb093004.txt EXHIBIT 32.1 CEO AND CFO CERTIFICATION EXHIBIT 32.1 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. (the "Company") on Form 10-QSB for the period ended September 30, 2004 as filed with the Securities and Exchange Commission (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: 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. Dated: November 15, 2004 /s/ David Michery ------------------------------ Name: David Michery Title: Chief Executive Officer Dated: November 15, 2004 /s/ Kent Puckett ------------------------------ Name: Kent Puckett Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----