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, 2005
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
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10330 Pioneer Blvd., Suite 290 Santa Fe Springs, California 90670
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(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 May 12, 2005, the Company had
outstanding 37,382,042 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.............. 7
ITEM 3 CONTROLS AND PROCEDURES..................................... 11
PART II
ITEM 1. LEGAL PROCEEDINGS........................................... 12
ITEM 2. CHANGES IN SECURITIES ...................................... 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES............................. 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 12
ITEM 5. OTHER INFORMATION........................................... 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 13
2
PART I
ITEM 1. FINANCIAL STATEMENTS
GL ENERGY AND EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31,
2005
-----------
ASSETS
Current Assets:
Investment in American Southwest Music Distribution, Inc. $ 62,500
-----------
TOTAL ASSETS $ 62,500
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $ 24,903
Advances from Shareholders 193,432
-----------
TOTAL LIABILITIES 218,335
Stockholders' Deficit:
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, 37,382,042 issued and outstanding 37,382
Additional Paid-in Capital 2,687,795
Deficit Accumulated During the Development Stage (2,881,012)
-----------
Total Stockholders' Deficit (155,835)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 62,500
===========
3
GL ENERGY AND EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF EXPENSES
Three Months Three Months Inception
Ended Ended through
March 31, March 31, March 31,
2005 2004 2005
------------ ------------ ------------
EXPENSES
Mineral Rights $ -- $ -- $ 85,830
Impairment -- -- 20,000
Legal and Accounting 19,584 10,134 174,370
General and Administrative 14,904 226,188 2,582,910
------------ ------------ ------------
Total Expenses 34,488 236,322 2,863,110
Minority Interest in Losses of Subsidiary -- -- 56
------------ ------------ ------------
Loss from Operations (34,488) (236,322) (2,863,166)
------------ ------------ ------------
Interest Expense (3,476) (2,153) (17,846)
------------ ------------ ------------
NET LOSS $ (37,964) $ (238,475) $ (2,881,012)
============ ============ ============
Net Loss per Share - Basic and Diluted $ (0.00) $ (0.01)
============ ============
Weighted average shares outstanding:
Basic and Diluted 37,382,042 30,265,949
============ ============
4
GL ENERGY AND EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Three Months Three Months Inception
Ended Ended through
March 31, March 31, March 31,
2005 2004 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (37,964) $ (238,475) $ (2,881,012)
Adjustments to Reconcile Net Loss to Cash
Used In Operating Activities:
Common Stock Issued for Services -- 154,000 2,294,785
Option Expense -- -- 145,408
Fair Value of Services Received -- -- 5,400
Impairment -- -- 20,000
Minority Interest -- -- 56
Net Changes in:
Accounts Payable (13,860) 45,795 49,751
Accrued Obligation to Platoro West Incorporated -- -- --
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (51,824) (38,680) (365,612)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in American Southwest Music
Distribution, Inc. (37,500) -- (62,500)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (37,500) -- (62,500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the Sale of Common Stock -- -- 259,528
Net Advances from Shareholders 89,324 38,655 168,584
------------ ------------ ------------
NET CASH PROVIDED USED IN FINANCING ACTIVITIES 89,324 38,655 428,112
NET CHANGE IN CASH AND CASH EQUIVALENTS -- (25) --
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD -- 79 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ -- $ 54 $ --
============ ============ ============
Supplemental Non-cash Transactions:
Issuance of common stock for assets $ -- $ -- $ 20,000
============ ============ ============
Conversion of Notes Payable - Shareholders $ -- $ -- $ 30,940
============ ============ ============
5
GL Energy and Exploration, Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of GL Energy
Exploration, Inc. ("GL Energy") 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
2004 as reported in Form 10-KSB, have been omitted.
NOTE 2 - INVESTMENT IN AMERICAN SOUTHWEST MUSIC DISTRIBUTION, INC.
In January 2005, a GL Energy shareholder loaned $37,500 to GL Energy. The funds
were deposited into the bank account of American Southwest Music Distribution,
Inc., a current merger candidate.
NOTE 3 - RELATED PARTY TRANSACTIONS
GL Energy had outstanding loans due to shareholders for the total amount of
$193,432, which included accrued interest of $17,832. The loans are due on
demand, bear interest at 10%, and are unsecured.
6
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 Merger
On October 13, 2004, GL Energy agreed to a merger with American
Southwest Music Distribution, Inc. ("American Southwest"), a privately held
Texas corporation, with offices in Santa Fe Springs, California. GL Energy will
be the surviving corporation. Pursuant to the Merger Agreement, all of American
Southwest's outstanding shares will be converted into shares of GL Energy's
common stock. and GL Energy will change its name to "American Southwest Music
Distribution, Inc." Following the Merger, GL Energy has agreed to reverse split
its common stock by 1 for 35.
7
The merger will not be effective until the Certificate of Merger
between GL Energy and American Southwest is filed with Delaware's Secretary of
State. We anticipate filing the required documents during the quarter ending
June 30, 2005.
Upon filing the Certificate of Merger the control of GL Energy will
change and we will carry on the business of American Southwest. The change of
control will be effected through the following actions:
o American Southwest will merge with and into GL Energy. American
Southwest's separate corporate existence will cease, and GL Energy will
be the surviving corporation. GL Energy will change its name to
"American Southwest Music Distribution Inc.";
o American Southwest has two shareholders. GL Energy will issue
22,500,000 shares of its common stock and 23,980 shares of its Series A
Convertible Preferred Stock to the American Southwest shareholders.
Each share of the Series A Convertible Preferred Stock has a face value
of $1,000.00 per share, and is convertible into shares of GL Energy's
common stock at the rate of $.04 per share. Prior to the Reverse Stock
Split, the aggregate number of shares of common stock in which the
Series A Convertible Preferred Stock may be converted is 599,500,000.
Each share of Series A Convertible Preferred Stock entitles their
holder to vote the number shares equal to the number of shares of
common stock into which the shares of Series A Convertible Preferred
Stock may be converted. The holders of the common stock and the Series
A Convertible Preferred Stock vote as a single class on all matters on
which GL Energy's stockholders vote, except where otherwise required by
law. According to their terms, the shares of Series A Convertible
Preferred Stock automatically convert into common stock on the
effective date of the Reverse Stock Split, and all of the Series A
Convertible Preferred Stock will be surrendered to GL Energy. At the
time of the Reverse Stock Split, the shares of Series A Convertible
Preferred Stock shall be adjusted in the same proportion as the common
stock, and will thereafter be convertible into 17,128,572 shares of
common stock;
o After giving effect to the Reverse Stock Split and the Merger, GL
Energy's total issued and outstanding shares of common stock will be
approximately 18,699,230, and the American Southwest shareholders will
own 17,771,429 shares. The two American Southwest shareholders will
collectively own approximately 95% of our issued and outstanding shares
of common stock. Our current stockholders will own approximately 5% of
our issued and outstanding shares of common stock;
o David Michery and Marcus Sanders will remain our directors. David
Michery will continue as our Chief Executive Officer and Kent Puckett
will continue as Chief Financial Officer. Marcus Sanders will be
appointed as Chief Operating Officer. These officers and directors
shall control GL Energy's business and operations; and
o Immediately following the Merger, GL Energy's board of directors
will seek from a majority of the shareholders approval, by written
consent of the Reverse Stock Split at the rate of 1 share for every 35
shares outstanding, and approval of an increase in the authorized
common stock, $.001 par value ("Common Stock"), from 2,857,142 shares
to 100,000,000 shares of common stock. The board of directors has
already unanimously approved the Reverse Stock Split and concurrent
increase in the authorized common stock.
Approval of the Plan of Merger
GL Energy's Board of directors approved the actions and a majority of
our stockholders approved the Merger by written consent in lieu of a meeting, on
October 15, 2004. A stockholder owning 16,400,000 shares of the 32,473,042
shares of common stock outstanding as of October 15, 2004 consented in writing
to the actions described below. Such approval and consent constitute the
approval and consent of a majority of the total number of shares of outstanding
common stock and are sufficient under the Delaware General Corporation Law and
GL Energy's By-Laws to approve the actions. Accordingly, the actions will not be
submitted to GL Energy's other stockholders for a vote. No other vote or
stockholder action is required.
8
Planned Business Operations Subsequent to Merger
American Southwest is a music licensing, recording and distribution
company. American Southwest has an office in Santa Fe Springs, California and
plans to open a distribution center in Houston, Texas. American Southwest is a
development stage company formed in July of 2004. American Southwest acquired
the rights to two existing music master catalogs ("Master Catalogs"), which
gives them the exclusive right to commercially exploit several master records
that have been previously released for sale to consumers in the form of compact
disks and tapes through normal retail distribution channels.
American Southwest plans to generate revenues by selling copies of
records derived from its music catalogs through normal retail distribution
channels to consumers in the United States and Canada. American Southwest plans
to enter into several licensing agreements with foreign distributors and
licensors to sell records derived from its catalog outside of the United States
and Canada.
American Southwest plans to enter into rights acquisition, licensing,
distribution and recording agreements ("Distribution Agreements") with third
party record labels and production companies ("Labels") to provide them with
master recordings that have not been previously released for sale to consumers
("New Masters"). Through each Distribution Agreement, American Southwest plans
to acquire the worldwide copyright and exclusive right to distribute and license
records derived from the New Masters, recorded and produced by the various
Labels and recording artists.
In each Distribution Contract, the Labels will agree to deliver one or
more New Masters to American Southwest during the term of the Distribution
Contract. Each New Master will be required to contain at least ten (10) newly
recorded compositions of the featured recording artist(s), having an aggregate
playing time of no less than thirty-two (32) minutes ("Albums'), and must be
complete and satisfactory to American Southwest.
If satisfactory, in most cases, within three months of the Label's
delivery of an Album to American Southwest, American will release the Album in
retail stores throughout the United States and Canada. If the Album realizes
commercial success in the United States and Canada, approximately one (1) year
after its initial release, the Album will be released in major foreign
territories, such as the United Kingdom, Japan, Australia, Germany, and France.
Whether or when an Album is commercially released is within American
Southwest's sole discretion. Prior to and concurrent with the commercial release
of an Album, management creates and implements a marketing plan for each Album.
The actual amount of money spent marketing Album will be determined by American
Southwest's management, based upon the historical sales of the recording artist
featured on the album, as reported by Soundscan; initial responses to singles on
the album by radio and club disc jockey's and radio program directors across the
country, as reported by BDS; and the number of initial units of the album
purchased by the retailers.
Pursuant to the terms of each Distribution Agreement, American
Southwest pays the Label royalties equal to approximately fifty percent (50%) of
the net profits received from the sell of the delivered Album, after all
advances made by American Southwest to and on behalf of the Label are recouped
through the sale of all of the Albums delivered during the term of the
Distribution Agreement. As defined in each Distribution Agreement, net sales
equal all gross receipts received by American Southwest from its distributors
from the sale of the album minus all manufacturing costs, marketing and
promotion costs, a twenty percent (20%) distribution payable to American
Southwest, co-op advertising costs, mechanical royalties, royalties payable to
third-parties, and all other expenses paid by American Southwest.
We currently do not have adequate funding for our planned business
operations. We are assessing the possibilities for financing our business plan
and trying to determine what sources of financing we might explore to raise the
needed capital. We have no outside sources for funding our business plan at this
time other than the sales of our common stock. We will need additional capital
for any current or future expansion of our operations we might undertake.
9
Financial Condition and Changes in Financial Condition
Overall Operating Results:
We had no revenues for the quarter ended March 31, 2005 or since our
inception.
We incurred $34,488 in operating expenses during the quarter ended
March 31, 2005. Of these expenses, $21,790 was for legal and accounting fees.
Rent and storage expenses totaled $8,084. The remaining expenses were incurred
for general operating purposes.
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.
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.
To fund our prior business plan operations to date, we sold shares of
our common stock. These sales were comprised of 2,364,624 shares of our common
stock registered in 2001 and our Regulation S offering of 1,000,000 shares in
2002, which also had attached warrants to purchase 2,000,000 shares of common
stock. These warrants expired on July 31, 2003. All shares and warrants are on a
pre-stock split basis. During 2004, we sold shares through a Registration S
offering in Europe for total proceeds of $110,428 and sales to 2 U.S.
consultants for total proceeds of $25,000.
We have also relied on loans from shareholders to fund operations.
Donald Byers, a majority shareholder, and three other shareholders have loaned
the company $193,432 including accrued interest as of March 31, 2005 to fund our
business operations. These loans bear 10% interest and will be repaid upon the
company receiving adequate funding.
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.
We intend to seek either debt or equity capital or both. As of the date
of this filing 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.
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.
10
Employees/Directors
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 March
31, 2005. 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, 2005, that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting.
11
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
From February through December 31, 2004, GL Energy issued 2,670,000
shares of stock in trust in connection with the 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 issued a total of 1,370,000 shares of stock from the trust for services
rendered in connection with the offering. 666,599 shares were returned to the
company and cancelled. 95,000 shares are still being held by the placement
agent. These shares have not been registered with the SEC.
Upon completion of the Merger Agreement, GL Energy will sell the
following securities that will not be registered under the Securities Act.
On the effective date of the Merger Agreement, GL Energy will issue
22,500,000 shares of GL Energy's common stock (the "Common Stock") and 23,980
shares of GL Energy's Series A Convertible Preferred Stock (the "Preferred
Stock") to the two shareholders of American Southwest, David Michery and Kent
Puckett. David Michery and Kent Puckett are the sole shareholders of American
Southwest.
Each share of the Preferred Stock has a face value of $1,000 per share.
Each share of the Preferred Stock entitles their holder to vote the number
shares equal to the number of shares of common stock into which the shares of
Preferred Stock may be converted. The shares of Preferred Stock have a stated
compounded dividend of 6% per annum based on the stated value of $1,000 per
share, payable as permitted by law and declared by the board of directors, or
upon the redemption or conversion, the shares of Series A Convertible Preferred
Stock are converted 24 months after their issuance to the holder. The Board of
directors may not declare or pay any dividends on the common stock unless a
dividend is first declared and paid all unpaid dividends on the Preferred Stock.
The holders of the Preferred Stock shall have the right to demand two
registrations, and unlimited "piggy-back" registration rights subject to pro
rata cutback at the underwriters' discretion. The holders of the Preferred Stock
have S-3 registration rights, if and when GL Energy qualifies for registration
pursuant to Securities and Exchange Commission form S-3.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
2.1 Agreement and Plan of Reorganization (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. (1)
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. (1)
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)
(1) Filed herewith.
(2) Previously filed with Information Statement on Schedule 14 on January 4,
2005.
b) Reports on Form 8-K
On March 2, 2005 we filed an information statement on Form 8-K
disclosing the Merger Agreement with American Southwest Music Distribution, Inc.
13
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.
Date: May 23, 2005 By: /s/ David Michery
---------------------------------
David Michery, CEO, President and
Chairman of the Board (Principal
Executive Officer)
Date: May 23, 2005 By: /s/ Kent Puckett
--------------------------------
Kent Puckett, CFO, Secretary and
Treasurer (Principal Financials
Officer)
14