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 March 31, 2004
Commission File Number 000-31032
GL ENERGY AND EXPLORATION, INC.
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(Exact name of registrant as specified in charter)
Delaware 52-2190362
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#300-1497 Marine Drive, West Vancouver, B.C. V7T 1B8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 926-2873
--------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 1, 2004, the Company had
outstanding 30,973,641 shares of its common stock, par value $0.001.
TABLE OF CONTENTS
ITEM NUMBER AND CAPTION PAGE
PART I
ITEM 1. FINANCIAL STATEMENTS......................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS............... 9
ITEM 3 CONTROLS AND PROCEDURES...................................... 12
PART II
ITEM 1. LEGAL PROCEEDINGS............................................ 14
ITEM 2. CHANGES IN SECURITIES ....................................... 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.............................. 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 14
ITEM 5. OTHER INFORMATION............................................ 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 15
2
PART I
ITEM 1. FINANCIAL STATEMENTS
GL Energy and Exploration, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
Unaudited Audited
March 31, December 31,
2004 2003
----------- -----------
ASSETS
Current Assets:
Cash $ 54 $ 79
Investment in Joint Venture 20,000 20,000
----------- -----------
TOTAL ASSETS $ 20,054 $ 20,079
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $ 70,085 $ 24,290
Due to Shareholders 103,880 65,225
----------- -----------
Total Liabilities 173,965 89,515
Minority Interest 306 306
Stockholders' Equity:
Preferred Stock - $0.001 par value; 5,000,000
shares authorized, no shares issued and
outstanding -- --
Common Stock - $0.001 par value; 100,000,000
shares authorized, 30,973,641 and 29,573,641
shares outstanding at March 31, 2004 and
December 31, 2003 30,974 29,573
Additional Paid-in Capital 2,204,067 2,051,467
Deficit Accumulated During the Development Stage (2,389,258) (2,150,782)
----------- -----------
Total Stockholders' Deficit
(154,217) (69,742)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 20,054 $ 20,079
=========== ===========
See accompanying summary of accounting policies
and notes to financial statements.
3
GL Energy and Exploration, Inc.
(A Development Stage Company)
Consolidated Statements of Operations and Accumulated Deficit
During the Development Stage
Unaudited Unaudited Unaudited
Three Months Three Months Inception
Ended Ended To
March 31, 2004 March 31, 2003 March 31, 2004
-------------- -------------- --------------
EXPENSES
Mineral Rights $ -- $ 13,666 $ 85,830
Legal and Accounting 10,134 8,362 146,414
General and Administrative 226,188 6,292 2,152,130
-------------- -------------- --------------
Total Expenses 236,322 28,320 2,384,374
Minority Interest in Losses of Subsidiary -- (26) 56
-------------- -------------- --------------
Loss from Operations (236,322) (28,294) (2,384,430)
-------------- -------------- --------------
Interest Expense (2,153) (4,828)
Forgiveness of Debt -- -- --
Gain on Disposal of Subsidiary -- -- --
-------------- -------------- --------------
NET LOSS $ (238,476) $ (28,294) $ (2,389,258)
============== ============== ==============
Deficit Accumulated During the Development
Stage at Beginning of Period (2,150,782) (224,499) --
-------------- -------------- --------------
Deficit Accumulated During the Development
Stage at End of Period $ (2,389,258) $ (252,793) $ (2,389,258)
============== ============== ==============
Net Loss per Share - Basic and Diluted $ (0.01) $ (0.00)
============== ==============
Weighted average shares outstanding:
Basic and Diluted 30,265,949 23,839,506
============== ==============
See accompanying summary of accounting policies
and notes to financial statements.
4
GL Energy and Exploration, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Unaudited Unaudited Unaudited
Three Months Three Months Inception
Ended Ended To
March 31, 2004 March 31, 2003 March 31, 2004
-------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (238,476) $ (28,294) $ (2,389,258)
Adjustments to Reconcile Net Deficit to Cash
Used by Operation Activities:
Common Stock Issued for Services 154,000 -- 2,050,600
Fair Value of Services Received -- -- 9,400
Minority Interest -- (26) 306
Net Changes in:
Prepaid Expenses -- -- --
Accounts Payable 45,796 6,038 70,086
Accrued Obligation to Platoro West Incorporated -- 3,666 --
-------------- -------------- --------------
NET CASH USED IN OPERATING ACTIVITIES (38,680) (18,616) (258,866)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the Sale of Common Stock -- 1,658 124,100
Proceeds from Notes Payable - Shareholders -- -- 30,940
Due to Related Parties 38,655 -- 103,880
-------------- -------------- --------------
NET CASH PROVIDED USED IN FINANCING ACTIVITIES 38,655 1,658 258,920
NET CHANGE IN CASH AND CASH EQUIVALENTS (25) (16,958) 54
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 79 34,456 --
-------------- -------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 54 $ 17,498 $ 54
============== ============== ==============
Supplemental Non-cash Transactions:
Issuance of common stock for assets $ -- $ -- $ 20,000
============== ============== ==============
Conversion of Notes Payable - Shareholders $ -- $ -- $ 30,940
============== ============== ==============
See accompanying summary of accounting policies
and notes to financial statements.
5
GL Energy and Exploration, Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business. GL Energy and Exploration, Inc. ("GL Energy") is an
exploration stage company with no current business operations. GL Energy 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 company changed its name to GL
Energy and Exploration, Inc. from LRS Capital, Inc. GL Energy has acquired
certain mining claims.
Principles of Consolidation
The consolidated financial statements include the accounts of GL Energy and its
99.3% owned subsidiary GL Tungsten, Inc. ("GL Tungsten"). All significant
inter-company transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Basic and Diluted Loss Per Share
Basic and diluted loss per shares computed using the weighted average number of
shares common shares outstanding during the period.
Impairment of Assets
Management reviews assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Management assesses impairment by comparing the carrying amount to
individual cash flows. If deemed impaired, measurement and recording of an
impairment loss is based on the fair value of the assets.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
6
GL Energy and Exploration, Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
NOTE 2 - INCOME TAXES
For the year ended December 31, 2003 and 2002, GL Energy has incurred net losses
and, therefore, has no tax liability. The net deferred tax asset generated by
the loss carry-forward has been fully reserved. The cumulative net operating
loss carry-forward is approximately $260,000 at December 31, 2003, and will
expire in the years 2022 through 2023.
Deferred income taxes consist of the following at March 31:
2003 2002
---------- ----------
Long-term:
Deferred tax assets $ 39,000 $ 33,750
Valuation allowance (39,000) (33,750)
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$ - $ -
========== ==========
NOTE 3 - RELATED PARTY TRANSACTIONS
GL Energy had outstanding loans due to shareholders of $103,880 at March 31,
2004.
In June 2003, GL Energy issued 20,000,000 shares of common stock, for an
investment in a mining claim in Chile. These shares were issued to two
individuals, as follows: Donald Byers - 17,500,000 and Arthur Lang - 2,500,000.
In addition, the Purchase Agreement provided that the current directors and
officers would resign effective upon fulfilling the Securities and Exchange
Commission notice requirements pursuant to the proxy rules and Schedule 14C, at
which time Messrs. Byers and Lang became directors and Mr. Byers was appointed
the president and Mr. Lang was appointed the secretary and treasurer of GL
Energy. The common shares were valued at the historical basis of Mr. Byers and
Mr. Lang.
In June 2003, GL Energy entered into a management agreement with our President
and Chairman of the Board for $8,000 per month in lieu of wages through May 1,
2004. The agreement also includes providing office space for the GL Energy in
lieu of rent. These management fees will be accrued and will not be paid until
GL Energy receives adequate funding.
NOTE 4 - COMMON STOCK
During the quarter ended March 31, 2004, GL Energy issued 2,500,000 shares of
stock in trust in connection with a 10,000,000 share Registration S offering.
None of these shares have been sold as of March 31, 2004.
During the quarter ending March 31, 2004 GL Energy issued 1,400,000 shares of
stock for services valued at $154,000.
During the year ending December 31, 2003 GL Energy issued 8,490,000 shares of
stock for services valued at $1,896,600.
In May 2003, GL Energy authorized a 1 for 22 reverse stock split changing the
outstanding common shares from 23,839,506 to 1,083,641. The reverse stock split
has been applied retroactively to all prior periods presented.
In July 2002, GL Energy sold 45,455 shares of its common stock for net proceeds
of $50,000.
7
In October 2001, GL Energy exchanged 60,000 shares of Tungsten for 87,500 shares
of its common stock. The 87,500 shares were immediately retired.
In August 2000, GL Energy sold 188,135 shares of its common stock for net
proceeds of $73,900.
In April 2001, GL Energy issued 1,591 common shares for services, which were
valued at $100.
In June 2000, GL Energy converted $30,940 of amounts due to related parties by
issuing 492,234 common shares.
In June 2000, GL Energy issued 63,636 common shares to three directors valued at
$4,000 for compensation and services from the time of their appointment in 2000
through June 30, 2000.
In May 2000, GL Energy issued 52,500 common shares for services, which were
valued at $150, the equivalent price paid on June 6, 2000 for the conversion of
due to related party balances into common shares. Refer to Note 6 for a full
discussion of the services.
In October 1998, GL Energy issued 286,427 common shares to its founders for
proceeds of $200.
NOTE 5 - FORGIVENESS OF DEBT
GL Energy had an agreement with Platoro West Incorporated, 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. If GL Energy defaulted under the
contract, the remedy specified in the agreement called for GL Energy to convey
to Platoro West all of its right title and interest in the mining claims and to
all the mineral resources located therein. On August 7, 2003 GL Energy notified
Platoro West that it was terminating this agreement and forfeited all its rights
and interest in the applicable mining claims. GL Energy recognized other income
of $34,464 for the forgiveness of debt due to Platoro West upon cancellation of
the agreement and the transfer of all rights to the claims.
NOTE 6 - EQUITY PERFORMANCE PLAN
In February 2004, the Board of Directors adopted a 2004 Equity Performance Plan
under which 10,000,000 shares of GL Energy's common stock have been reserved for
issuance to employees, officers, directors and consultants whose past, present
and/or potential contributions to the Company and its Subsidiaries have been,
are or will be important to the success of the Company. Under this plan, as of
March 31, 2004, no common shares have been issued.
In June 2003, the Board of Directors and majority stockholders adopted a 2003
Equity Performance Plan under which 10,000,000 shares of the GL Energy's common
stock have been reserved for issuance. Under this plan, as of March 31, 2004, a
total of 9,890,000 common shares have been issued to various consultants.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
From time to time, we or our representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their entirety by reference to and are accompanied by the above discussion of
certain important factors that could cause actual results to differ materially
from such forward-looking statements.
Management is currently unaware of any trends or conditions other than
those previously mentioned in this management's discussion and analysis that
could have a material adverse effect on the Company's consolidated financial
position, future results of operations, or liquidity. However, investors should
also be aware of factors that could have a negative impact on the Company's
prospects and the consistency of progress in the areas of revenue generation,
liquidity, and generation of capital resources. These include: (i) variations in
revenue, (ii) possible inability to attract investors for its equity securities
or otherwise raise adequate funds from any source should the Company seek to do
so, (iii) increased governmental regulation, (iv) increased competition, (v)
unfavorable outcomes to litigation involving the Company or to which the Company
may become a party in the future and, (vi) a very competitive and rapidly
changing operating environment.
The risks identified here are not all inclusive. New risk factors
emerge from time to time and it is not possible for management to predict all of
such risk factors, nor can it assess the impact of all such risk factors on the
Company's business or the extent to which any factor or combination of factors
may cause actual results to differ materially from those contained in any
forward-looking statements. Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should
be read with the financial statements of GL Energy & Exploration, included
elsewhere herein.
Business
GL Energy and Exploration, Inc. was incorporated in the state of
Delaware on October 7, 1998 under the name LRS Group Incorporated. On October
15, 1998, the name of the corporation was changed to LRS Capital, Inc. On
October 10, 2001 the name of the corporation was changed to GL Energy and
Exploration, Inc. GL Energy is a development stage company.
Business Operations Prior to April 30, 2004
Prior to May 29, 2003 our plan of operation was to be engaged in the
exploration of mining prospects with tungsten mineralization located in the
Western United States. Upon the change in management in May 2003 we ceased our
tungsten operations and transferred all of our interest in the related tungsten
projects to Platoro West Incorporated, a mineral exploration company.
On May 29, 2003, GL Energy and Exploration Inc. and Wellstar
International Inc., a Nevada corporation, entered into an asset purchase
agreement to acquire all of Wellstar's 60% interest in two mineral claims
located in Chile, known as LaBarca Deposit and Duna Choapa Norte Deposit
(together referred to as the "Claims") and certain Joint Venture Agreements
between SEM Mining Corporation S.A. and Wellstar ("JVA's"). The rights included
the interest to market and benefit from certain specified heavy metal minerals
that may be obtained from the Claims, including gold, rutile, zircon, magnetite,
ilmenite, nickel and rare earth oxides. There was no assurance that these Claims
would have enough mineralizations that would be commercially viable or be
economically recoverable. The obligations under the JVA's included having to
raise capital to fund the Pilot and Production Plants. The original funding
obligation, which were subject to schedule adjustments, included US$2,000,000
for the pilot plant which was due on or before January 22, 2004 and US$8,000,000
for the production plant on or before January 22, 2004.
9
On March 3, 2004 GL Energy and SEM amended the Joint Venture
Agreements, having expired on January 22, 2004, whereby GL Energy would continue
to earn a 60% equity interest in the 2 previous identified heavy mineral
deposits located in Chile, South America. The new terms and conditions specified
that GL Energy would provide US$20,000,000 in financing to SEM who in turn would
build the Pilot and Production Plants and a Town-site. Webster Financial
Resources Ltd., Florida, had approved a $20,000,000 Bank Guarantee for the
property development, town-site construction and marketing costs. We were
awaiting confirmation from Webster Financial than an affiliated Funding Bank had
agreed to release the $20,000,000 for the project. We gave no assurance that the
funding would occur or that we would be able to locate other adequate financing
arrangements to be able to fund our commitments.
On April 30, 2004, SEM Mining Corporation Ltd. served notice to GL
Energy and Exploration Inc. that the Joint Venture Agreement between the two
corporations was in default as the result of non-payment of $200,000 US by GEEX
to SEM as provided under the terms and conditions of the JVA. SEM stipulated
that in view of the default of the JVA, the Agreement was thereby terminated and
that they were unwilling to compromise further despite the fact that GEEX was
proceeding to finalize a $20 million financing arrangement through Webster
Financial Resources Inc. and was underway with a 10,000,000 Regulation S share
offering in Europe. GEEX will continue to pursue a satisfactory conclusion to
the aforementioned annulment of the JVA.
In addition, the termination agreement included the resignation of Mr.
P.J. Santos, President & CEO of SEM Mining Corporation. as a director of GL
Energy & Exploration, Inc.
Business Operations Subsequent to April 30, 2004
On May 5, 2004 GL Energy and Exploration Inc. began proceedings to
acquire a 65% interest in High Country Suspension Bridge LLP ("High Country") in
exchange for an investment of approximately US $1,000,000 over a period of the
next 12 months. High Country will undertake to construct a Suspension Bridge in
a canyon on the Tutshi River located by the South Klondike in the Northwestern
region of British Columbia, Canada. The Suspension Bridge and related exhibits
will be catering to tourists who travel on cruise ships to Alaska from May to
September annually. We believe approximately 150,000 cruise ship tourists and
road travelers enjoy the Klondike Highway experience during the season. We will
continue to evaluate additional investments in the areas of Tourism, Mining and
the Oil and Gas industries. However, we can give no assurance that our efforts
will be successful and we have no commitments for the funding of this project.
10
Plan of Operation
Our current plan of operation is to locate adequate capital in order to
fund our anticipated obligations under the potential High Country Suspension
Bridge investment. In addition, we will continue to pursue an acceptable
agreement regarding the mining joint venture agreements with SEM. We anticipate
obtaining funding from the sale of our common stock and loans from financial
institutions.
In January 2004, we concluded a best efforts agency agreement with an
attorney in Munich, Germany to sell a minimum of 10,000,000 common shares of our
stock at $0.20 net per share to the Company under a Regulation S Offering
Memorandum. As of March 31, 2004 no shares have been sold under this
arrangement.
We negotiated a $20,000,000 bank loan guarantee through Webster
Financial Resources Ltd. in order to facilitate the construction of both the
Pilot and Production Plants for the joint venture agreements. The loan would
have had a 10-year term with interest accruing at the prime rate. Interest for
the first year would have been waived. Repayment of the loan would have begun 1
year after initial funding. The loan would have been collateralized by all of
the Company's interest in the SEM mining project. We have not received funding
to date and therefore the guarantee is not currently in force. If we are
successful in renegotiating the arrangement with Webster Financial and SEM we
have a contingent liability totaling $521,000 that will be due to Wellstar
International Inc. for consulting services rendered, the asset acquisition
agreement in Chile and assistance in locating the funding.
Financial Condition and Changes in Financial Condition
Overall Operating Results:
We had no revenues for the quarter ended March 31, 2004, or since our
inception.
We incurred $236,322 in operating expenses for the quarter ended March
31, 2004. The expenses included legal and accounting fees of $10,134 incurred in
connection with our compliance filings with the Securities and Exchange
Commission. Investor relation cash expenses were a $4,353. In addition, we
issued 1,400,000 shares of our common stock to a public relations firm out of
our S-8 2003 performance equity plan at a value of $154,000. Other consulting
fees incurred for locating funding arrangements and other consulting activities
totaled $27,751. We entered into a management agreement with our president for
$8,000 per month in lieu of wages. We incurred $24,000 in accrued management
fees during the quarter.
We incurred $28,320 in operating expenses for the quarter ended March
31, 2003. The expenses included legal and accounting fees incurred in connection
with our compliance filings with the Securities and Exchange Commission and
expenses associated with the prior tungsten operations of the Company.
Liquidity and Capital Resources:
Since our inception we have had minimum working capital to fund our
operations. In order to fund our operations we have relied on the sale of our
common stock and loans from shareholders.
Between 2000 and 2002 we sold shares of our common stock in order to
fund our operations (See "Note 4 - Common Stock" to the financial statements).
In addition, Donald Byers, our President, Chairman of the Board and majority
shareholder and two other shareholders have loaned the company $103,880 as of
March 31, 2004 to fund our business operations. These loans bear 10 % interest
and will be repaid upon the company receiving funding.
We currently have a working capital deficit and only a minimum of
operating cash with which we can fund our future operations. We must obtain
adequate funding in order to fulfill our obligations under the asset acquisition
agreement for the completion of the pilot and production plants. If we do not
receive adequate funding, we will have to discontinue or substantially scale
back our operations.
11
We intend to seek either debt or equity capital or both. We cannot give
any assurance that any funding will occur or will be adequate operating capital
to fund our operations. In addition, we may also consider strategic alliances
and mergers and acquisitions as a means to pursue our business plan or otherwise
fund the company.
Description of Properties
Our executive office is located at #300-1497 Marine Drive, West
Vancouver, B.C., Canada. At this location, we share an undesignated amount of
space with another entity. Currently, our rent is included in the management
agreement with our president.
Employees/Directors
We currently have one full-time employee, our president. We expect to
hire consultants and independent contractors during the early stages of
implementing our business plan.
After the quarter ended March 31, 2004, Mr. P.J. Santos and Mr. Arthur
Lang resigned as directors of the Company. Mr. Santos resigned due to the
termination of the agreement with SEM Mining. Mr. Lang resigned due to his
disagreement with the company's future direction as to tourism, mining and the
oil and gas industries. We currently only have 1 director. We anticipate filling
the vacant board positions as soon as possible.
New Accounting Pronouncements
In November 2002, the FASB issued Financial Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 sets forth the
disclosures required to be made by a guarantor in its financial statements about
its obligations under certain guarantees that it has issued. It also clarifies
that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The adoption of FIN 45 is not expected to have a material effect on
the Company's financial position or results of its operations.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No. 148 "Accounting for Stock-Based Compensation--Transition and
Disclosure--an amendment of FASB Statement No. 123, This Statement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The adoption of SFAS 148 is not expected to
have a material effect on the Company's financial position or results of its
operations.
In May 2003 the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",
which requires that certain financial instruments be presented as liabilities
that were previously presented as equity or as temporary equity. Such
instruments include mandatory redeemable preferred and common stock, and certain
options and warrants. SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003 and is generally effective at the beginning
of the first interim period beginning after June 15, 2003. The adoption of SFAS
150 is not expected to have a material effect on the Company's financial
position or results of its operations.
ITEM 3. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed under the Exchange Act is accumulated and communicated to
management, including the Company's Chief Executive Officer and Chief Financial
Officer (the "Certifying Officers"), as appropriate to allow timely decisions
regarding required disclosure.
12
As required by Rules 13a-15 and 15d-15 under the Exchange Act, the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of March
31, 2004. Their evaluation was carried out with the participation of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers concluded that the Company's disclosure controls and procedures were
effective.
The Company's internal control over financial reporting is a process
designed by, or under the supervision of, the Certifying Officers and effected
by the Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of the Company's financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Company's assets; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the Company's financial statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the authorization of the Company's Board
of Directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on its financial
statements. There has been no change in the Company's internal control over
financial reporting that occurred in the quarter ended March 31, 2004, that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting.
13
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Changes in Common Equity
On February 27, 2004, the board of directors approved a performance
equity plan for 10,000,000 shares of Common Stock. The rights of the common
stock were not changed. The purpose of the GL Energy and Exploration, Inc. 2004
Equity Performance Plan is to enable the Company to offer to its employees,
officers, directors and consultants whose past, present and/or potential
contributions to the Company and its Subsidiaries have been, are or will be
important to the success of the Company. The various types of long-term
incentive awards that may be provided under the Plan will enable the Company to
respond to changes in compensation practices, tax laws, accounting regulations
and the size and diversity of its businesses. As of March 31, 2004 no shares
have been issued under this plan.
On April 23 2003, a majority of the stockholders of the company
approved a performance equity plan for 10,000,000 shares of Common Stock ("2003
Performance Equity Plan"). The rights of the common stock were not changed. We
intend to issue the shares of common stock from time to time as determined by
the board of directors to directors, employees, consultants and others. The
board of directors of the company believes the 2003 Plan will provide
flexibility in structuring compensation arrangements and provide an equity
incentive for employees and others who are awarded shares under the 2003 Plan.
The shares under an award may be issued at less than market price at the
discretion of the board of directors. None of the awards as provided under the
2003 Plan are allocated to any particular person or class of persons among those
eligible to receive awards. As of March 31, 2004 we have issued a total of
9,890,000 shares of common stock to various consultants under the Plan.
The common stock is quoted on the over-the-counter market (OTC BB)
under the symbol "GEEX" and quoted in the pink sheets published by the National
Quotations Bureau. Effective September 30, 2003 the Company met all of the
listing requirements and has been accepted on the Berlin Stock Exchange and will
trade under the ticker symbol GE6.BE and German Securities CUSIP number WKN
914350. The trading volume in the Common Stock has been and is extremely
limited.
Recent Sales of Unregistered Securities
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
4.1 Form of 2003 Equity Performance Plan (1)
4.2 Form of 2004 Equity Performance Plan (2)
31.1 Certification of Chief Executive Officer, pursuant to Rule
13a-14(a) of the Exchange Act, as enacted by Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer, pursuant to Rule
13a-14(a) of the Exchange Act, as enacted by Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer, pursuant to 18 United States Code Section 1350, as
enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Previously filed with Form DEF 14c (information statement) on May 5, 2003.
(2) Previously filed with Form S-8 on March 29, 2004.
b) Reports on Form 8-K None
15
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant) GL ENERGY AND EXPLORATION, INC.
By: /s/ Donald Byers
---------------------------------------
Donald Byers, President and Chairman of
the Board (Principal Executive Officer
and Principal Accounting Officer)
Date: May 13, 2004
16