UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2002
Commission File Number 000-31032
GL ENERGY AND EXPLORATION, INC.
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(Exact name of registrant as specified in charter)
Delaware 52-52190362
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
141 ADELAIDE STREET WEST, STE 1004, TORONTO, ONTARIO M5H 3L5
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 214-1473
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 30, 2002, the Company
had outstanding 23,669,506 shares of its common stock, par value $0.001.
TABLE OF CONTENTS
ITEM NUMBER AND CAPTION PAGE
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PART I
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ITEM 1. FINANCIAL STATEMENTS.................................... 1
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS.......... 6
ITEM 3 CONTROLS AND PROCEDURES................................. 9
PART II
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ITEM 1. LEGAL PROCEEDINGS....................................... 10
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............... 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................... 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..... 10
ITEM 5. OTHER INFORMATION....................................... 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................ 10
PART I
ITEM 1. FINANCIAL STATEMENTS
GL Energy and Exploration, Inc.
( A Company in the Development Stage)
Consolidated Balance Sheets
Unaudited Audited
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 54,034 $ 59,073
Prepaid Expenses 200 --
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TOTAL ASSETS $ 54,234 $ 59,073
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 6,804 $ 1,947
Accrued Obligation to Platoro West Incorporated 23,421 18,423
Due to Shareholder 67,224 67,261
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TOTAL LIABILITIES 97,449 87,631
Minority Interest 131 176
Shareholders' Equity:
Preferred Stock - $0.001 par value; 5,000,000 shares
authorized, no shares issued and outstanding -- --
Common Stock - $0.001 par value; 100,000,000 shares
authorized, 23,669,506 shares outstanding at
September 30, 2002 23,670 11,335
Additional Paid-in Capital 139,270 101,605
Deficit Accumulated During the Development Stage (206,286) (141,674)
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Total Shareholders' Deficit (43,346) (28,734)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 54,234 $ 59,073
============= ============
See notes to financial statements
1
GL Energy and Exploration, Inc.
( A Company in the Development Stage)
Consolidated Statements of Operations and Accumulated Deficit
During the Development Stage
Unaudited Unaudited
Three Months Three Months
Ended Ended
September 30, 2002 September 30, 2001
------------------ ------------------
REVENUES
Revenues $ -- $ --
Cost of Revenues -- --
------------------ ------------------
Gross Margin -- --
EXPENSES
Mineral Rights 7,411 6,966
Legal and Accounting 13,227 2,692
General and Administrative 20,201 1,676
------------------ ------------------
Total Expenses 40,839 11,334
Minority Interest in Losses of Subsidiary (16) --
------------------ ------------------
Loss from Operations (40,823) (11,334)
------------------ ------------------
Net Loss (40,823) (11,334)
Deficit Accumulated During the
Development Stage at Beginning
of Period (165,463) (96,521)
------------------ ------------------
Deficit Accumulated During the
Development Stage at End of
Period $ (206,286) $ (107,855)
================== ==================
Net Deficit per Share - Basic $ (0.00) $ (0.00)
Net Deficit per Share - Diluted $ (0.00) $ (0.00)
Shares used in per Share Calculation:
Basic 23,506,463 6,107,814
Diluted 23,506,463 6,107,814
See notes to financial statements
2
GL Energy and Exploration, Inc.
( A Company in the Development Stage)
Consolidated Statements of Operations and Accumulated Deficit
During the Development Stage
Unaudited Unaudited Unaudited
Nine Months Nine Months Inception
Ended Ended To
September 30, 2002 September 30, 2001 September 30, 2002
------------------ ------------------ ------------------
REVENUES
Revenues $ -- $ -- $ --
Cost of Revenues -- -- --
------------------ ------------------ ------------------
Gross Margin -- -- --
EXPENSES
Mineral Rights 14,743 14,494 72,287
Legal and Accounting 27,942 15,933 93,346
General and Administrative 21,972 3,692 40,772
------------------ ------------------ ------------------
Total Expenses 64,657 34,119 206,405
Minority Interest in Losses of Subsidiary (45) -- (119)
------------------ ------------------ ------------------
Loss from Operations (64,612) (34,119) (206,286)
------------------ ------------------ ------------------
Net Loss (64,612) (34,119) (206,286)
Deficit Accumulated During the Development
Stage at Beginning of Period (141,674) (96,521) --
------------------ ------------------ ------------------
Deficit Accumulated During the Development
Stage at End of Period $ (206,286) $ (130,640) $ (206,286)
================== ================== ==================
Net Deficit per Share - Basic $ (0.00) $ (0.01)
Net Deficit per Share - Diluted $ (0.00) $ (0.01)
Shares used in per Share Calculation:
Basic 22,951,557 5,582,232
Diluted 22,951,557 5,582,232
See notes to financial statements
3
GL Energy and Exploration, Inc.
( A Company in the Development Stage)
Consolidated Statements of Cash Flows
During the Development Stage
Unaudited Unaudited Unaudited
Nine Months Nine Months Inception
Ended Ended To
September 30, 2002 September 30, 2001 September 30, 2002
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (64,612) $ (34,119) $ (206,286)
Adjustments to Reconcile Net Deficit to Cash:
Common Stock Issued for Services -- -- 100
Fair Value of Services Received -- -- 3,900
Minority Interest (45) -- (119)
Provided by (Used in) Operations:
Prepaid Expenses (200) 96 (200)
Accounts Payable 4,858 (19,052) 6,804
Accrued Obligation to Platoro West Incorporated 4,998 5,998 23,421
------------------ ------------------ ------------------
NET CASH (USED) BY OPERATING ACTIVITIES (55,001) (47,077) (172,380)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to Related Parties (38) 34,309 67,224
Issuance of Common Stock 50,000 74,900 159,190
------------------ ------------------ ------------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 49,962 109,209 226,414
NET CHANGE IN CASH AND CASH EQUIVALENTS (5,039) 62,132 54,034
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 59,073 4,401 --
------------------ ------------------ ------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 54,034 $ 66,533 $ 54,034
================== ================== ==================
See notes to financial statements
4
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
1. General
The accompanying unaudited financial statements have been prepared in
conformity with the accounting principles stated in the audited financial
statements for the year ended December 31, 2001, and reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
financial position as of September 30, 2002, and the results of operations for
the periods presented. These statements have not been audited but have been
reviewed by the company's independent certified public accountants. The
operating results for the interim periods are not necessarily indicative of
results for the full fiscal year.
The notes to the consolidated financial statements appearing in the
company's annual report as filed on SEC Form 10-KSB for the year ended December
31, 2001, should be read in conjunction with this quarterly report on Form
10-QSB.
2. Common Stock
The capitalization of the company was approved to be amended to
increase the number of shares of common stock authorized for issuance thereunder
from 50,000,000 shares to 100,000,000 shares. The rights of the common stock
were not changed. The company's authorized preferred stock was not changed.
On July 11, 2002, the board of directors passed a resolution
authorizing a common stock dividend of one share of common stock for each share
of common stock outstanding. The stock dividend was paid on July 29, 2002, to
holders of record on July 26, 2002. The financial statements have been
retroactively adjusted to reflect the effect of the stock dividend.
On July 25, 2002, the company completed an offering under Regulation S
to two accredited investors. Each investor subscribed for 250,000 shares on a
pre-stock dividend basis of common stock for $25,000 cash. Under the
subscription agreements the investors were also granted common stock warrants
authorizing each investor the right to purchase up to 1,000,000 shares of common
stock at $0.25 per share, on a pre-stock dividend basis. The warrants expire on
July 31, 2003, if not exercised prior to that date.
3. Stock Option Plan
In July 2002, the board of directors and majority of the shareholders
adopted and approved an equity performance plan for 6,000,000 shares of common
stock to be issued from time to time as determined by the board of directors to
directors, employees, consultants and others. The shares under an award may be
issued at less than market price in the discretion of the board of directors. No
awards under the plan are outstanding.
4. Subsidiary
On July 29, 2002, the company's subsidiary, GL Tungsten, Inc. allocated
45,000 shares to Platoro West Incorporated pursuant to the terms of the May 1999
agreement as payment for services. As a result of this transaction, the company
holds 99.3% of the outstanding stock of GL Tungsten.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
When used in this Form 10QSB and in future filings by GL Energy and
Exploration, Inc. with the Securities and Exchange Commission, the words or
phrases "will likely result," "management expects," or "we expect," "will
continue," "is anticipated," "estimated," or similar expression or use of the
future tense, are intended to identify forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward-looking statements,
each of which speak only as of the date made. These statements are subject to
risks and uncertainties, some of which are described below and others are
described in other parts of this Form 10QSB. Actual results may differ
materially from historical earnings and those presently anticipated or
projected. We have no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect anticipated events
or circumstances occurring after the date of such statements.
Business
Company Background
GL Energy and Exploration, Inc. was incorporated in the state of
Delaware on October 7, 1998 under the name LRS Group Incorporated. On October
15, 1998, the name of the corporation was changed to LRS Capital, Inc. On
October 10, 2001 the name of the corporation was changed to GL Energy and
Exploration, Inc. GL Energy is a development stage company.
In May 1999, we entered into an agreement with a mineral exploration
company, under which that company would locate, stake out and record mining
claims that the mineral exploration company believed to contain high
concentrations of tungsten. The mineral exploration company staked 30 unpatented
claims for GL Energy pursuant to this contract. The mineral exploration company
assigned this agreement on March 28, 2001 to Platoro West Incorporated. If we
default under the contract, the remedy specified in the agreement calls for us
to convey to Platoro West all of our right title and interest in the mining
claims and to all the mineral resources located therein. As of September 30,
2002, we believe that we have met all of our obligations under this agreement
and do not anticipate defaulting on any of the conditions specified in the
agreement.
On October 10, 2001, GL Energy formed GL Tungsten, Inc. as a subsidiary
incorporated in the state of Nevada, for the purpose of conducting the mining
exploration activities of the company. GL Energy holds 14,940,000 shares of
common stock of GL Tungsten, which it acquired for $5,000. GL Energy and Platoro
West each assigned its respective obligations under the May 1999 agreement on
October 31, 2001 to GL Tungsten. In connection with the assignment, Platoro West
agreed to cancel the shares of common stock of GL Energy, which it owned in
exchange for 60,000 shares of common stock in GL Tungsten and the right to
receive further shares of common stock of GL Tungsten pursuant to the terms of
the agreement. As a result of these transactions GL Tungsten is now the primary
operating entity of GL Energy, and it currently is a 99.3% owned subsidiary of
GL Energy. The financial statements of GL Tungsten have been consolidated with
GL Energy in the financial statements included elsewhere herein.
Company Plan of Operation
We are engaged in the exploration of mining prospects with tungsten
mineralization located in the Western United States. Through GL Tungsten, we
currently have a 100% interest in a tungsten project known as Pilot Mountain
located Nevada. We intend to conduct an exploration program to determine whether
or not the prospect is viable for tungsten mining. Tungsten-bearing minerals
such as scheelite and powellite are known to occur in the prospect. We cannot
give any assurance that this exploration process will be successful in locating
or extracting any tungsten or any other mineral that might produce revenue for
us.
6
Tungsten is considered to be an important industrial mineral. It has
many uses in the industrialized world. Some of the more common uses of tungsten
include:
o It is utilized with other metals to provide strength and a wear
resistance for various kinds of tools used in construction,
mining and metal working.
o It is used in many household products such as light bulbs,
television sets and magetrons for microwave ovens.
o It is used in munitions, such as bullets, because of its
strength and its being environmentally superior to lead or
uranium.
In August 2002, the company commissioned a report on the Pilot Mountain
project. The report was to assess the existing data that the company has on the
property for the principal purpose of gauging the former determinations of
mineralization identification and occurrence and the likelihood of current
realization on the assets. The report confirms that the earlier mineralization
identification, which includes tungsten and other trace metals, and the
estimates of tungsten levels are consistent with one another, the geology of the
land and the personal surveillance of the property by the geologist preparing
the company report. The mineralization identifications and estimates originally
were derived using various methods performed on the Desert Sheelite, Garnet and
Gunmetal areas of the project, including vertical drill holes, analysis of
samples and test mining. Mineralization levels were subject to various
extrapolations and dilution factors depending on the tests performed, results,
grade evaluations and the geology, none of which were determined to have been
improperly carried out.
Notwithstanding the report making the assessment that the property has
potential of being developed by surface open pit mining on a small pit and
possibly large pit basis and by partial underground mining, the report indicates
that any viable recovery of the mineralizations will depend entirely on economic
conditions from time to time dictated by metal prices, mill recoveries and
operating cost efficiencies. Any one or all of these factors will have a
dramatic effect on the viability of the properties.
The report recommends that additional information be obtained in
respect of the project. Inclined drill holes should be drilled to substantiate
or modify current geological interpretations and delineations of any deposits.
New preliminary feasibility and scoping studies also must be carried out, using
various mineral prices. A comprehensive review should be undertaken of all the
metallurgical reports and chemical analyses that exist and new metallurgical
tests should be conducted to attempt to improve tungsten recoveries in certain
zones of the project. Also, three-dimensional models of the various zones of
tungsten mineralization should be prepared by a qualified mining engineer to
generate various development scenarios so that a more current cost analysis can
be formulated.
Undertaking any substantive exploration activities will require a
significant amount of capital, additional time and compliance with regulatory
requirements and ordained methodologies. The current working capital of the
company is not adequate to implement exploration of the property at this time.
Depending upon the availability of capital and the outlook for the tungsten
market, the company will consider undertaking further exploration activities.
We currently do not have adequate capital to fully implement our
business plan and must obtain funding. If we do not receive adequate funding, we
will have to discontinue our operations.
7
We expect to compete with numerous mining and exploration companies,
many of which have far greater capital resources than we have. We can give no
assurance that we will be able to be competitive in this market.
We will also be subject to regulation by numerous federal and state
governmental authorities. The most significant of these authorities will be the
Federal Environmental Protection Agency, the Bureau of Land Management and
comparable state agencies. If we fail to comply with any of the laws established
by these agencies, we will be subject to possible fines, many of which could be
considerable in amount.
Financial Condition and Changes in Financial Condition
Overall Operating Results:
We had no revenues for the quarter ended September 30, 2002, or since
our inception.
We incurred $40,800 in operating expenses for the quarter ended
September 30, 2002, as compared to $11,300 for the comparable prior year
quarter. The expenses for both periods included legal and accounting fees
incurred in connection with our compliance filings with the Securities and
Exchange Commission and expenses incurred for mineral rights. In addition, the
expenses for the quarter ended September 30, 2002, included the expenses of
conducting a study of the existing mineralization reports relating to the
company's Pilot Mountain project.
The net operating loss for the current and prior year quarters were
$40,800 and $11,300, respectively and were the result of the aforementioned
operating expenses. We have incurred a cumulative net loss since inception of
$206,300.
Liquidity and Capital Resources:
As of September 30, 2002, our assets were $54,000 in cash. Our total
liabilities were $97,400, which includes $67,224 in short-term notes payable to
shareholders. We also have a liability of $23,400 to Platoro West, Incorporated,
which represents our accrued obligations under the terms of an agreement dated
May 6, 1999. Total stockholders' deficit at September 30, 2002, was $43,300.
To partially fund our mining operations to date, we sold shares of our
common stock. In August, 2001 we sold 2,364,624 shares of common stock in a
self-underwritten, registered offering and received $73,900 in cash. In July
2002, the Company completed an offering under Regulation S to two accredited
investors. Each investor subscribed for 500,000 shares of common stock for
$25,000 cash. The investors were also granted common stock warrants authorizing
each investor the right to currently purchase up to 2,000,000 shares of common
stock at $0.125 per share. The warrants expire on July 31, 2003.
We have also relied on loans from shareholders to fund operations. As
of September 30, 2002, two shareholders have loaned the company a total of
$63,300. These loans are due on December 31, 2002, and bear 10% interest per
annum. Interest on these loans has been waived by the shareholders through
December 31, 2002.
We currently have a working capital deficit of $43,200 and only a
minimum of operating cash with which we can fund our future operations. We must
obtain adequate funding in order to conduct further evaluation of the Pilot
Mountain project and to implement our business plan. If we do not receive
adequate funding, we will have to discontinue or substantially scale back our
operations.
8
We intend to seek either debt or equity capital or both. We have no
commitments for funding from any unrelated parties or any other agreements that
will provide us with adequate working capital. We cannot give any assurance that
we will locate any funding or enter into any agreements that will provide the
required operating capital to fund our operations. In addition, we may also
consider strategic alliances and mergers and acquisitions as a means to pursue
our business plan or otherwise fund the company.
Employees
We currently have two part-time employees, our president and secretary.
We expect to hire consultants and independent contractors who specialize in
mining operations during the early stages of implementing our business plan.
Description of Properties
Our executive office is located at 141 Adelaide Street West, Suite
1004, Toronto, Ontario, Canada. At this location, we share an undesignated
amount of space with another entity. Currently, we are not being charged any
rent. Any costs of this office space are considered immaterial to the financial
statements and accordingly are not reflected therein.
GL Tungsten has an interest in 30 claims through Platoro West located
in Mineral County, Nevada.
New Accounting Pronouncements
In June 2001, the FASB also approved for issuance SFAS 143 "Asset
Retirement Obligations." The company will adopt the statement effective no later
than January 1, 2003, as required. At this time, the company does not believe
that the adoption of this statement will effect its financial position, results
of operations or cash flows.
In October 2001, the FASB also approved SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and,
generally, are to be applied prospectively. At this time, the company cannot
estimate the effect of this statement on its financial position, results of
operations or cash flows.
Inflation
The Company's results of operations have not been affected by inflation
and management does not expect inflation to have a significant effect on its
operations in the future.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation by Mr. Mitchell Geisler, both the chief
executive officer and chief accounting officer of the company, of the
effectiveness of the company's disclosure controls and procedures conducted as
of a date within 90 days of the filing date of this quarterly report, Mr.
Geisler concluded that, as of the evaluation date, (i) there were no significant
deficiencies or material weaknesses of the company's disclosure controls and
procedures, (ii) there were no significant changes in the internal controls or
in other factors that could significantly affect internal controls subsequent to
the evaluation date, and (iii) no corrective actions were required to be taken.
9
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The capitalization of the company was approved to be amended to
increase the number of shares of common stock authorized for issuance thereunder
from 50,000,000 shares to 100,000,000 shares. The rights of the common stock
were not changed. The company's authorized preferred stock was not changed.
On July 11, 2002, the board of directors passed a resolution
authorizing a common stock dividend of one share of common stock for each share
of common stock outstanding. The stock dividend was paid on July 29, 2002, to
holders of record on July 26, 2002.
In July 25, 2002, the company completed an offering under Regulation S
to two accredited investors. Each investor subscribed for 250,000 shares on a
pre-stock dividend basis of common stock for $25,000 cash. Under the
subscription agreements the investors were also granted common stock warrants
authorizing each investor the right to purchase up to 1,000,000 shares of common
stock at $0.25 per share, on a pre-stock dividend basis. The warrants expire on
July 31, 2003, if not exercised prior to that date.
The company received $73,900 in connection with the sale of common
stock pursuant to the self-underwritten offering registered on Form SB-2. Of
these proceeds, $55,388 have been used for general administration expenses and
professional fees, $9,000 has been spent to secure mineral rights, and $9,512
have been used to conduct exploration expenses in connection with the
preparation of a report of prior geological activities conduced on the Pilot
Mountain project.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 15, 2002, a majority of the stockholders of the company
approved a change in the certificate of incorporation to increase the number of
authorized shares of common stock, $.001 par value, from 50,000,000 shares to
100,000,000 shares and adopted an equity performance plan for 6,000,000 shares
of common stock. Each proposal was approved by 7,143,396 shares of common stock,
representing 62% of the outstanding shares of common stock on the record date.
The action was by majority written consent.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
3.1 Certificate of Amendment to the Certificate of Incorporation
filed September 4, 2002
4.1 Form of 2002 Equity Performance Plan
b) Reports on Form 8-K
None
10
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
REGISTRANT
GL ENERGY AND EXPLORATION, INC.
By: /s/ Mitchell Geisler
--------------------------
Mitchell Geisler, President and
Chairman of the Board (Principal
Executive Officer and Principal
Accounting Officer)
Date: November 13, 2002
11
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
I, Mitchell Geisler, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of GL
Energy and Exploration, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days of the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls.
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002 /s/ Mitchell Geisler
-----------------------
Name: Mitchell Geisler
Title: President and Chief Executive
Officer and Treasurer
12
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of GL Energy and Exploration, Inc. on
Form 10-QSB for the period ended September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), each of the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of the
Company.
/s/ Mitchell Geisler
---------------------------
Mitchell Geisler, President and
Chairman of the Board
Dated: November 13, 2002
13
Exhibit Index
Exhibit Number Exhibit Description
-------------- -------------------
3.01 Certificate of Amendment to Certificate of Incorporation
filed September 4, 2002
4.01 2002 Equity Performance Plan
14