UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB/A (Amendment No. 1) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE NUMBER 000-31032 GL ENERGY AND EXPLORATION, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 52-2190362 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) #300-1497 Marine Drive, West Vancouver, B.C. V7T 1B8 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (604) 926-2873 -------------- Securities registered pursuant to section 12(b) of the Act: Title of Class Name of each exchange on which registered -------------- ----------------------------------------- NONE NONE Securities registered pursuant to section 12(g) of the Act: Common Stock ---------------- (Title of Class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year: $0. State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock as of a specified date within the past 60 days: As of February 26, 2004, the aggregate market price of the voting stock held by non-affiliates was approximately $1,436,046. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 26, 2004, the Company had outstanding 31,073,641 shares of its common stock, par value $0.001. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit Number Name of Exhibit -------------- ------------------------------------------- 23.1 Consent of Malone & Bailey, PLLC (1) (1) Filed herewith. 2 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: March 22, 2004 3