GL ENERGY AND EXPLORATION INC.
141 ADELAIDE STREET WEST
SUITE 1004
TOTONTO, ONTARIO, CANADA M5H 3L5

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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1

NOTICE OF CHANGE IN THE COMPOSITION
OF THE BOARD OF DIRECTORS AND
CHANGE OF CONTROL

MAY 29, 2003

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This Information Statement is being furnished to holders of record of
the common stock, par value $.001 per share, of GL Energy and Exploration Inc.,
a Delaware corporation, in accordance with the requirements of Section 14(f) of
the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
under the Exchange Act.

No vote or other action by our stockholders is required in response to
this Information Statement. Proxies are not being solicited.

INTRODUCTION

We anticipate that, following the expiration of the ten-day period
beginning on the later of the date of the filing of this Information Statement
with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information
Statement to our stockholders, the transactions contemplated by the asset
purchase agreement discussed below under "Change of Control" will be completed.
At that time:

o GL Energy will issue an aggregate of 20,000,000 shares of common
stock to the designees of Wellstar International Inc., a Nevada
corporation ("Wellstar"), one of whom is a stockholder of
Wellstar, in exchange for the following assets of Wellstar: two
joint venture agreements between SEM Mining Corporation S.A., a
company operating in Chile, and Wellstar dated January 22, 2003,
pursuant to which Wellstar will participate 60% in the
production of the heavy metal components including rutile,
zircon, magnetite, illmenite, nickel and rare-earth oxides,
produced from the La Barca Deposit and Duna Choapa Norte Deposit
claims. In connection with these assets, GL Energy, as the
purchaser of the above assets will be required to obtain funds
to implement the joint venture agreements that relate to the
mining interests being obtained. These obligations are as
follows: a contribution of US$2,000,000 to fund the Pilot Plant
by June 22, 2003 which will determine the final specifications
and operating parameters of the production plant and to train
the personnel for the production plant and general capital; and
a contribution of US$8,000,000 by January 22, 2004 to fund the
production plant. There are no agreements in place to obtain
these funds and the assets may be lost in the event the funding
is not made on or before the dates required.

o In conjunction with the asset purchase transaction, GL Energy
will dispose of its subsidiary GL Gold Inc. which has an
agreement to purchase certain mining claims located in Oregon on
which there is thought to be gold mineralization. This purchase
agreement requires the payment of the purchase price of $740,000
by July 31, 2003. GL Energy does not have any source of the
funds to purchase the claims at this time and because of the new
commitments in relation to the assets being obtained, it is not
likely that GL Energy will be able to obtain such funds.

o Mitchell Geisler and Cindy Roach, the current members of our
board of directors, will resign and Donald Byers and Arthur Lang
will be appointed as new directors and shall constitute the
entire board of directors immediately following the consummation
of the asset purchase and each of these persons will be
appointed to executive positions of GL Energy.

o Mitchell Geisler and Cindy Roach and a consultant to the
company, Robert Landau, will be issued an aggregate of 210,000
shares of common stock.

Because of the change in the composition of our board of directors and
the issuance of securities pursuant to the asset purchase agreement, there will
be a change in control of our company on the date the transactions are
completed.

As of May 29, 2003, we had issued and outstanding 1,083,614 shares of
common stock, our only class of voting securities that would be entitled to vote
for directors at a stockholders meeting if one were to be held. Each share of
common stock is entitled to one vote.

Please read this Information Statement carefully. It describes the
terms of the asset purchase agreement and contains certain biographical and
other information concerning our executive officers and directors after
completion of the transactions under the asset purchase agreement.

CHANGE OF CONTROL

On May 29, 2003, GL Energy and Wellstar entered into the asset purchase
agreement. In addition, the sole stockholder of Wellstar and one other designee
of Wellstar also entered into the asset purchase agreement in respect of their
receiving the shares that Wellstar is entitled to receive on the transfer of the
assets as the designees of Wellstar. The asset purchase agreement provides that
GL Energy will issue an aggregate of 20,000,000 shares of common stock in
exchange for assets described above. The anticipated closing date for the asset
purchase is May 29, 2003. After the new issuance, taking into effect the recent
reverse split effective May 28, 2003, the total outstanding shares of GL Energy
will be approximately 21,083,614. Of these, 20,000,000 shares, representing
approximately 95% of the outstanding shares of common stock, will be held by the
new management of GL Energy. The asset purchase agreement also provides that
Mitchell Geisler and Cindy Roach, the current directors of GL Energy, will
resign as directors and officers and will be replaced with Donald Byers and
Arthur Lang as directors and also the principal officers of GL Energy after the
asset purchase is completed. The asset purchase agreement provides that GL
Energy will issue an aggregate of 210,000 shares of common stock to Mr. Mitchell
Geisler and Ms. Cindy Roach for services previously rendered to the company
generally, and to Mr. Robert Landau in respect of $5,000 worth of consulting
services for past work on mining projects. These shares will be issued under the
2003 Performance Equity Plan. As noted above, at the time the transaction with
Wellstar is completed, GL Energy will dispose of GL Gold, Inc.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock
beneficially owned as of May 29, 2003 by (i) those persons or groups known to
beneficially own more than 5% of our common stock prior to the closing of the
purchase agreement, (ii) those persons or groups known to beneficially own more
than 5% of our common stock on and after the closing of the purchase agreement,
(iii) each current director and each person that will become a director upon the
closing of the purchase agreement, (iv) our chief executive officer and each
executive officer whose compensation exceeded $100,000 in the fiscal year ended
December 31, 2002, (v) all current directors and executive officers as a group
and (vi) all directors and executive officers on and after the closing of the
reorganization agreement as a group. The information is determined in accordance
with Rule 13d-3 promulgated under the Exchange Act. Except as indicated below,
the stockholders listed possess sole voting and investment power with respect to
their shares. The business address of Mr. Geisler and Ms. Roach is 141 Adelaide
Street, West, Suite 1004, Toronto, Ontario, Canada M5H 3L5, and the business
address of Messrs. Byers and Lang is Suite 300, 1497 Marine Drive, West
Vancouver, BC, Canada V7T 1B8.

Before Closing of After Closing of
Purchase Agreement(1) Purchase Agreement(2)
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Amount and Amount and
Nature of Nature of
Beneficial Percent Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class Ownership of Class
------------------------------------ ---------- -------- ---------- --------

Mitchell Geisler (3) 33,250 3.07% 33,250 *
Cindy Roach (4) 15,909 1.47% 15,909 *
Marni Miller 114,571 10.57% 114,571 *
ZDG Investments, Ltd. (5) 485,670 44.82% 485,670 2.3%
Donald Byers -0- -- 17,500,000 83.0%
Arthur Lang -0- -- 2,500,000 11.9%
All executive officers and directors as a group 49,160 4.54% 20,000,000 94.9%
(two persons prior to and four persons on
and after consummation of the reorganization
Agreement)

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* Less than 1%.

(1) Based on 1,083,614 shares outstanding on May 29, 2003.
(2) Based on 21,083,614 shares outstanding after all the issuances and
requirements of the reorganiztion agreement are satisfied.
(3) Does not include 110,000 shares to be issued pursuant to the asset
purchase agreement after the consummation of the transaction.
(4) Does not include 20,000 shares to be issued pursuant to the asset
purchase agreement after the consummation of the transaction.
(5) Ms. Marni Miller is a beneficial owner of ZDG Investments, Ltd. Mr.
Robert Landau is an officer of ZDG Investments, Ltd., and he will be
issued 80,000 shares for consulting services rendered to GL Energy in
connection with the transaction valued at $5,000. These shares are not
included in the above amounts

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Effective upon the completion of the transaction under the asset
purchase agreement following the expiration of the ten-day period beginning on
the later of the date of the filing of this Information Statement with the SEC
pursuant to Rule 14f-1 or the date of mailing of this Information Statement to
our stockholders, our board of directors will be reconstituted and fixed at four
directors. On that date Mitchell Geisler and Cindy Roach will resign as
directors and Donald Byers and Arthur Lang will be appointed as directors and
shall constitute the entire board of directors immediately following the closing
of the transactions contemplated by the reorganization agreement. The following
tables set forth information regarding our current executive officers, directors
and key employees and our proposed executive officers and directors after
completing the transaction under the asset purchase agreement. If any proposed
director listed in the table below should become unavailable for any reason,
which we do not anticipate, the directors will vote for any substitute nominee
or nominees who may be designated by Donald Byers prior to the date the new
directors take office.

Each member of our board of directors serves a term of one year or from
the date of election until the end of the designated term and until the
successor is elected and qualified.

Current Executive Officers, Directors and Key Employees

Name Age Position
---- --- --------
Mitchell Geisler............. 32 President
Cindy Roach.................. 40 Secretary

Mitchell Geisler, has been the President and Chairman of the Board
since 2000. Mr. Geisler has more than 15 years of experience in the hospitality
and services industry. He has been an active member of the Toronto business and
tourist district in a variety of capacities, and has worked with many
international corporations including, Prime Restaurants, The Keg Restaurants,
Cara Foods, and Sire Corp Restaurants. Most recently, during the period 1998 to
2001, Mr. Geisler was president and operator of the Toronto-based 52 Restaurants
Inc. He was a supervisor for Imago Restaurants from 1997 to 1998. From 1996 to
1997 he was a manager of Ruby Beets Restaurant. Mr. M. Geisler is a graduate of
Toronto's York University in Toronto, and also studied at the University of Tel
Aviv. Mr. M. Geisler is a director and president of Demand Financial
International, Ltd., a development stage company engaged in the hospitality
business

Cindy Roach has been the Secretary and a director since 2000. Ms. Roach
has over 10 years experience as a consultant with group benefits and human
resources administration. From 1990 to 2000, Ms. Roach was a group benefits
consultant at Watson Wyatt Worldwide, a multi national benefits consulting
organization.

Executive Officers and Directors After the Closing of the Reorganization
Agreement

Name Age Position
---- --- --------
Donald Byers................. 69 Chairman of the Board, Chief
Executive Officer and President

Arthur Lang.................. 69 Secretary and Treasurer and
Director

Donald Byers is the president and sole owner of Byers & Associates, a
firm that is a financial and business consulting firm located in Vancouver,
British Columbia, with clients among privately and publicly traded corporations.
He has held these positions since 1985. Mr. Byers is the sole director of
Wellstar International Inc.

Arthur Lang is the sole owner of a private real estate development
company operating in Penticton, B.C. since 1990.

Board of Directors' Meetings and Committees

During the fiscal years ending December 31, 2001 and 2002, our board of
directors acted by unanimous consent on three and one occasions, respectively.
Our entire board participated in each action. We do not have standing
nominating, audit or compensation committees.

Director Compensation

Our directors currently are not compensated for serving as members of
our board of directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers, directors and persons who beneficially own more than 10%
of our common stock to file reports of ownership and changes in ownership with
the SEC. These reporting persons are also required to furnish us with copies of
all Section 16(a) forms they file. To our knowledge, for the fiscal year ended
December 31, 2002, no person who is an officer, director or beneficial owner of
more than 10% of our common stock or any other person subject to Section 16 of
the Exchange Act failed to file on a timely basis, reports required by Section
16(a) of the Exchange Act.

EXECUTIVE COMPENSATION

We have not paid any cash compensation or other benefits to our
executive officers since our inception.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of the year ended December 31, 2002, ZDG Investments, Ltd., a
majority shareholder, and Glen Akelrod, a shareholder, loaned the company an
aggregated $67,225 in order to fund operations. These loans bear interest and
are due on demand. Interest for the fiscal year ended December 31, 2002 has been
waived.

GL ENERGY AND EXPLORATION, INC.
Dated: May 29, 2003