SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
Filed by the Registrant | [X] |
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Filed by Party other than the Registrant | [ ] |
[ ] | Preliminary Information Statement |
[ ] | Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)] |
[X] | Definitive Information Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
ZEOLITE MINING CORPORATION
(Exact name of Registrant as specified in its charter.)
Commission File number 000-50120
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Zeolite Mining Corporation
:2/F Hang Wei Building
Road 2
North Hi-Tech Park
Shenzhen, Guangdong
People Republic of China
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to stockholders of Zeolite Mining Corporation, a Nevada corporation (the "Company") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's common stock of a proposal (the "Proposal") to approve an amendment (the "Amendment") to the Articles of Incorporation to change the name of the Company to Global National Communications Corporation.
The Board of Directors believes that it is advisable and in the best interests of the Company to change the name of the Company to reflect its new business of buying computers in bulk, customizing them for a particular application, then selling the customized computers under their own name.
This information statement is being first sent to stockholders on or about October 28, 2004. The Company anticipates that the amendment will become effective on or about November 18, 2004, twenty-one (21) days after mailing.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Vote Required
The proposed amendment requires the approval of a majority of the outstanding shares of common stock. Each holder of common stock is entitled to one (1) vote for each share held. The record date for the purpose of determining the number of shares outstanding and for determining stockholders entitled to vote, is the close of business on October 15, 2004 (the "Record Date"), the day in which the Board of Directors of the Company adopted the resolution setting forth and recommending the Amendment to the Articles of Incorporation. As of the record date, the Company had Fifteen million (15,000,000) shares of common issued and outstanding. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the common stock is Securities Transfer Corp., 2591 Dallas Parkway, Suite 1-02, Frisco, Texas 75034.
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Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common stock of the Company. The Form 10-KSB for the Company, Form 8-K and Form SC 14F1 containing the information required by Section 14(f) of the Securities Exchange Act of 1934 and regulation 14f-1 promulgated thereunder may be viewed on the Securities and Exchange Commission web site atwww.sec.gov in the Edgar Archives and are incorporated herein by reference. The Company is presently current in the filing of all reports required to be filed by it.
Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable this action to change the name of the Company.
Proposals by Security holders
No security holders entitled to vote has transmitted any proposals to be acted upon by the Company.
Security Ownership of Certain Beneficial Owner and Management
The following sets forth as of October 15, 2004 persons owning more than 5% of the common stock of the Company:
| Name and Address of | Amount and nature | Percent of |
Title of Class | Beneficial Owner | of Ownership[1] | class |
| | | |
Common Stock | Yarek Bartoz | 1,450,000 | 9.67% |
| | Direct | |
| | | |
Common Stock | Lucky Ocean Group Ltd. | 1,300,000 | 8.67% |
| 12th Floor | Direct | |
| Ruttonjee House | | |
| 11 Duddell Street | | |
| Central, Hong Kong | | |
| | | |
Common Stock | Maple Leaf Enterprises | 1,000,000 | 6.67% |
| 70 Panorama Hills Grove N.W. | Direct | |
| Calgary, Alberta | | |
| Canada T3K 4S1 | | |
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Common Stock | Wang Hanqing | 4,998,000 | 33.32% |
| 2nd Floor, Hang Tian Wei Building | Direct | |
| Road No. 2, North Part of Gaoxin | | |
| Park District, Shenzhen, PRC | | |
| | | |
Common Stock | Peng Xiaoyan | 2,254,000 | 15.03% |
| 2nd Floor, Hang Tian Wei Building | Direct | |
| Road No. 2, North Part of Gaoxin | | |
| Park District, Shenzhen, PRC | | |
| | | |
Common Stock | Wu Wenbin | 980,000 | 6.53% |
| 2nd Floor, Hang Tian Wei Building | Direct | |
| Road No. 2, North Part of Gaoxin | | |
| Park District, Shenzhen, PRC | | |
[1] Includes 500,000 shares of common stock to be held in escrow that may be delivered to Global Shareholders.
The following sets forth as of October 15, 2004, all shares of common stock owned by all directors and nominees, each executive officer, and directors and executive officers as a group.
| | | Amount and | |
| Name of | | Nature of | Percent of |
Title of Class | Beneficial Owner | Position with Company | Ownership | Class |
| | | | |
Common Stock | Wang Hanqing | President, Chief Executive | 4,998,000 | 33.32% |
| | Officer and Director | Direct | |
| | | | |
Common Stock | Wu Wenbin | Treasurer, Chief Financial | 980,000 | 6.53% |
| | Officer and Director | Direct | |
| | | | |
Common Stock | Peng Xiaoyan | Secretary and Director | 2,254,000 | 15.03% |
| | | Direct | |
| | | | |
Common Stock | Charles Shao | Director | -0- | 0% |
| | | Direct | |
| | | | |
All current officers | | | 8,232,000 | 54.88% |
and directors as a | | | Direct | |
group (4 persons) | | | | |
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PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has determined that it would be in the best interest of the Company to change the name of the Company from Zeolite Mining Corporation to Global National Communications Corporation to reflect its change in business from zeolite mining exploration to reflect its new business of customizing circuit boards in personal computer mainboards, display cards, network interface cards and board cards for a variety of electrical appliances.
Reasons for the Proposal
After completing its public offering and listing its common stock for trading on the Bulletin Board operated by the National Association of Securities Dealers, Inc., the Company engaged in zeolite mining exploration without success.
Thereafter, Alan Brandys and Douglas Hopper, controlling shareholders of the Company, were approached, through third parties who were interested in acquiring control of a public company for the purpose of acquiring all of the shares of common stock of Global National Communications Corporation, a British Virgin Island corporation ("Global").
Thereafter, the Company decided to change its name from Zeolite Mining Corporation to Global National Communications Corporation in order to more correctly reflect the new business of the Company.
Vote Obtained
On October 15, 2004, Wang Hanqing, Wu Wenbin and Peng Xiaoyan, who own 54.88% of the total outstanding shares of the Company, executed a written consent approving the amendment to the Company's articles of incorporation to change the name of the Company to Global National Communications Corporation.
Certain Matters Related to the Proposal
The amendment to the articles of incorporation will become effective upon filing with the Secretary of State of Nevada. It is anticipated that the foregoing will take place twenty-one (21) days after this information statement is mailed to the Company's shareholders.
By Order of the Board of Directors
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