UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant to ofSection ~~Report~~13 OR 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~September 30,~~Act ~~2004~~of 1934

GLDate ~~Energy and Exploration, Inc.~~ of Report (~~Exact~~Date ~~name~~ of ~~small~~earliest ~~business~~event ~~issuer~~reported): asJune 30, ~~specified in its charter)~~2006

Delaware		52-52190362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	GL ENERGY AND EXPLORATION, INC.
	(Exact name of registrant as specified in its charter)

000-31032

Delaware	000-31032	52-2190362
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Commission File Number

8721 Sunset Blvd., Penthouse 7 Hollywood, California	90069
(Address of principal executive offices)	(Zip Code)

~~10330~~Registrant’s telephone ~~Pioneer Blvd.~~number, ~~Suite~~including ~~290,~~area ~~Santa Fe Springs,~~code: (310) ~~California 90670~~ 659-8770

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices)~~address, if changed since last report.)

~~Registrant’s~~Check the appropriate ~~telephone~~box ~~number~~below ~~including~~if ~~area~~the ~~code:~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~562)~~see ~~903-1114~~General Instruction A.2.below):

#300-1497 Marine Drive, West Vancouver, B.C. V7T 1B8

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 —- Registrant’s Business and ~~Operation~~Operations

Item 1.01. Entry into a Material Definitive Agreement.

OnNot ~~October 13, 2004, by an action of written of consent of the directors of GL Energy and Exploration, Inc~~ applicable., a Delaware corporation (hereinafter, “GL Energy”), the directors of GL Energy authorized the execution of an Agreement and Plan of Reorganization (the “Merger Agreement”) with American Southwest Music Distribution, Inc., a privately held Texas corporation (hereinafter “American Southwest”). On October 13, 2004, the authorized representatives of GL Energy and the authorized representative of American Southwest Music Distribution executed the Merger Agreement on behalf of GL Energy and American Southwest, respectively.

OnItem ~~October 15, 2004, by Written Consent of the Majority of the Stockholders, the controlling shareholder of GL Energy, Donald Byers, consented to the terms of the Merger Agreement~~ 1. GL02 ~~Energy~~Termination ~~is currently preparing an Information Statement. After a complete review by the Securities and Exchange Commission, a definitive copy~~ of the Information Statement will be sent, pursuant to section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C, to all of the shareholders of record as of the close of business of January 4, 2005. The Information Statement will be provided to GL Energy’s shareholders to provide them with certain information concerning the Merger. Pursuant to Rule 14c-2, under the Securities Exchange Act of 1934, as amended, the Merger will not become effective until a ~~date~~ ~~that~~Material isDefinitive at least 20 days after the date on which the Information Statement has been mailed to GL Energy’s stockholders. The number of shares voted and held by the controlling shareholder, Donald Byers, was sufficient to satisfy the stockholders vote requirement to approve the Merger, and no additional votes will be needed or requested to approve the Merger Agreement.

~~Pursuant~~Not ~~to the Merger Agreement, American Southwest will be acquired by and merged into GL Energy~~ applicable. GL Energy will be the surviving corporation. As a condition of the Merger Agreement, GL Energy will change its name to “American Southwest Music Distribution, Inc.” By the action of written consent of the directors of GL Energy, the directors have authorized GL Energy’s name change. By Written Consent of the Majority of the Stockholders, the controlling shareholder of GL Energy, also, consented to GL Energy’s name change.

AsItem ~~an additional condition to the Merger Agreement, GL Energy agreed that it will undergo a~~ 1~~:35 reverse stock split and the number of common shares authorized will be increased so that 100,000,000 common shares will be authorized after giving effect to the reverse stock split~~. As03 ofBankruptcy ~~the~~or ~~date of this~~Receivership.

2Not applicable.

~~filing,~~Section ~~neither~~ 2 ~~the~~- ~~board~~Financial ~~of directors, nor the majority shareholders have given consent to the reverse stock or increase in the authorized stock.~~Information

AsItem a 2.01 ~~condition~~Completion of ~~the~~Acquisition ~~Merger~~or ~~Agreement,~~Disposition ~~David Michery and Marcus Sanders were appointed to GL Energy’s board~~ of ~~directors on October 1, 2004~~Assets. David Michery is the majority shareholder of American Southwest. Marcus Sanders has acted as legal counsel for American Southwest and Mr. David Michery, prior to the Merger. American Southwest only has two shareholders, David Michery and Kent Puckett.

~~Pursuant to the Merger~~Not Agreement, in exchange for the GL Energy’s purchase of all of American Southwest’s 4,294 issued and outstanding shares of common stock from David Michery and Kent Puckett, GL Energy will issue to David Michery 20,295,000 shares of GL Energy’s common stock and 21,630 shares of preferred stock, and will issue to Kent Puckett 2,205,000 shares of GL Energy’s common stock and 2,305 shares of preferred stock. As a result of the Merger, David Michery will become the controlling shareholder of GL Energy. applicable

~~The Merger Agreement will~~Item ~~not~~ 2.02 ~~become~~Results ~~effective~~of ~~until~~Operations ~~the date that is at least 20 days after the date on which the Information Statement has been mailed to the stockholders,~~ and ~~upon the~~Financial ~~filing of a Certificate of Merger with the Secretary of State of Delaware~~Condition.

~~Section 3 — Securities and Trading Markets~~Not applicable.

Item 3 2.~~02.~~03 ~~Unregistered~~Creation ~~Sales~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Equity~~a ~~Securities~~Registrant.

~~Pursuant~~Not ~~to the Merger Agreement, GL Energy will sell the following securities that will be not registered under the Securities Act~~ applicable.

~~(a) Securities Sold: On the effective date of the Merger~~Item ~~Agreement,~~ 2.04 GLTriggering ~~Energy~~Events ~~will~~That ~~issue~~Accelerate ~~22,500,000~~or ~~shares~~Increase ofa GLDirect ~~Energy’s~~Financial ~~common stock~~Obligation ~~(the~~ or ~~“Common~~an ~~Stock”)~~Obligation ~~and~~Under ~~23,980~~an ~~shares~~Off-Balance ofSheet ~~GL Energy’s Series A Convertible Preferred Stock (the “Preferred Stock”) to the two shareholders of American Southwest, David Michery and Kent Puckett~~Arrangement. ~~David Michery and Kent Puckett are the sole shareholders of American Southwest.~~

~~Each~~Not ~~share of the Preferred Stock has a face value of $1,000~~ applicable.00 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 of the Preferred Stock into common stock, if

3Item 2.05 Costs Associated with Exit or Disposal Activities.

~~the~~Not ~~shares of Series A Convertible Preferred Stock are converted 24 months after their issuance to the holder~~ applicable. 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 two demand 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.

~~(b) Underwriters and~~Item ~~Other~~ 2.06 ~~Purchasers:~~Material ~~No underwriters or other purchasers were involved with respect to this share issuance~~Impairments.

~~(c) Consideration: As~~Not ~~consideration and in exchange for the issuance of the Common Shares and the Preferred Shares, GL Energy will receive all of the 4,294 issued and outstanding shares of American Southwest~~ applicable.

~~(d) Exemption From~~Section ~~Registration~~ 3 ~~Claimed: GL~~- ~~Energy relied upon the private placement exemption of Section 4(2) of the~~ Securities ~~Act of 1933,~~ and ~~rule~~Trading 506 of Regulation D under the Act, under the grounds that the issuance does not involve a public offering. American Southwest only has two shareholders. Each shareholder represented and warranted to GL Energy in the Merger Agreement that they have been furnished substantial information regarding GL Energy, and had the opportunity to ask questions and receive answers from the GL Energy regarding GL Energy’s business and its financial condition. Each shareholder further represented and warranted that have such knowledge and experience in financial, tax and business matters as to enable each to evaluate the merits and risks of GL Energy’s shares and to make an informed investment decision. The offer and issuance of the Common Stock and Preferred Stock were not made pursuant a general solicitation or general advertisement by GL Energy. No broker/dealers were involved in this transaction.Markets

~~(e) Terms of~~Item ~~Conversion or Exercise: The 23,980 shares of Preferred Stock are convertible into 599,500,000 shares of GL Energy’s common stock, at the election of the Preferred Stock holder~~ 3. ~~Each~~01 ~~share~~Notice of ~~the~~Delisting ~~Series~~or AFailure ~~Convertible~~to ~~Preferred~~Satisfy ~~Stock has~~ a ~~face~~Continued ~~value of~~Listing ~~$1,000.00~~Rule ~~per share, and is convertible into shares of GL Energy’s common~~or ~~stock~~ Standard: atTransfer ~~the rate~~ of $Listing.04 per share. On the effective date of the proposed reverse stock split pursuant the Merger Agreement, all of the Series A Convertible Preferred Stock shall be automatically converted into GL Energy’s common stock.

~~(f) Use of Proceeds:~~ Not applicable.

4Item 3.02 Unregistered Sales of Equity Securities.

~~SIGNATURES~~Not applicable.

~~Pursuant to the~~Item ~~requirements~~ 3.03 ~~required~~Material ofModification ~~the~~to ~~Securities~~Rights ~~and Exchange Act~~ of ~~1934,~~Security ~~the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized~~Holders.

	AMERICAN SOUTHWEST MUSIC
	DISTRIBUTION, INC.
DATED: February 28, 2005	BY:	/s/ David Michery
		DAVID MICHERY
		President

Not applicable

5Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant.

Not applicable.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Not applicable.

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

Not applicable.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 30, 2006, Marcus Sanders resigned from his positions as Chief Operating Officer and General Counsel of GL Energy & Exploration, Inc. Mr. Sanders’ resignation was not based upon any disagreement with us on any matter relating to our operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

Not applicable.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Not applicable.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Not applicable.

Item 5.06 Change in Shell Company Status.

Not applicable.

Section 6 - [Reserved]

Not applicable.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

Not applicable.

Section 8 - Other Events

Item 8.01 Other Events.

Not applicable.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GL ENERGY AND EXPLORATION
	(Registrant)

Date: July 5, 2006	By:	/s/ David Michery
		David Michery, President and Chief Executive Officer

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