SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 29, 2003
GL ENERGY AND EXPLORATION INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-31032
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(State or other jurisdiction of incorporation) (Commission File No.)
1497 Marine Drive
Suite 300
West Vancouver, BC, Canada V7T 1B8
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (604) 926-2873
Item 1. Changes in Control of Registrant
On May 29, 2003, GL Energy and Exploration Inc. ("GLEE") and Wellstar
International Inc., a Nevada corporation ("Wellstar"), entered into an asset
purchase agreement ("Purchase Agreement") to acquire all of Wellstar's 60%
interest in two mineral claims located in Chile, known as LaBarca Deposit and
Duna Choapa Norte Deposit (together referred to as the "Claims") and certain
Joint Venture Agreements between SEM Mining Corporation S.A. and Wellstar
("JVA's"). The consideration for the Claims and JVA's was 20,000,000 shares of
the common stock, $.001 par value ("Common Stock"). These shares were issued to
two individuals, at the direction of Wellstar, as follows: Donald Byers -
17,500,000 and Arthur Lang - 2,500,000. In addition, the Purchase Agreement
provided that the current directors and officers would resign effective upon
fulfilling the Securities and Exchange Commission notice requirements pursuant
to the proxy rules and Schedule 14C, at which time Messrs. Byers and Lang would
become directors and Mr. Byers would be appointed the president and Mr. Lang
would be appointed the secretary and treasurer of GLEE.
As a result of the issuance of the 20,000,000 shares of Common Stock
and the change of the Board of Directors and offices, there has been a change of
control of GLEE.
Item 2. Acquisition or Disposition of Assets
On May 29, 2003, GLEE acquired a 60% interest in two mineral Claims
located in Chile and acquired and assumed the rights and obligations under JVA's
related to the Claims. The rights include the interest to market and benefit
from certain specified heavy metal minerals that may be obtained from the
Claims, including rutile, zircon, magnate, illmenite, nickel and rare earth
oxides. There is no assurance that these Claims have any of these
mineralizations or that they will occur in commercial levels or be economically
recoverable. The obligations under the JVA's include having to raise capital to
fund the Pilot Plant. This funding obligation, which may be subject to schedule
adjustments, included US$2,000,000 due on or before June 22, 2003 and
US$8,000,000 on or before January 22, 2004.
On June 20, 2003, GLEE and SEM Mining Corporation S.A. ("SEM") have
amended their Joint Venture Agreement relative to GLEE advancing US$2,000,000 to
SEM by June 22, 2003 in order to finance the Pilot Plant Phase into commercial
production. GLEE, under the revised terms, will advance the sum of US$200,000 on
or before July 1, 2003 and the remaining balance of US$1,800,000 will be paid on
or before July 31, 2003. There are no agreements in place to obtain the funding
required under the JVA's, and if funding is not obtained, the assets may be
lost, whether under the current or revised schedule.
In connection with the acquisition, GLEE transferred its wholly owned
subsidiary to a debt holder in partial repayment of an outstanding loan. The
subsidiary had a contract to acquire certain gold mineralizations in Oregon on
payment of $740,000. In addition, it was necessary to undertake various sample
testing and analysis work to determine if the subsidiary was going to complete
the transaction. There was no assurance that the testing would prove commercial
levels of mineralization, and the subsidiary and GLEE had not arranged for
funding of the purchase. These obligations were transferred with the transfer of
the subsidiary. The transfer will also permit GLEE to focus its efforts on the
Claims and fulfilling its obligations under the JVA's. The agreement was not
considered a material asset and because of the obligations of GLEE thereunder
was not valued for financial statement purposes and was carried only as a
contingent obligation/commitment.
Item 5. Other Events and Regulation FD Disclosure.
The Board of Directors approved a Resolution on June 12th, 2003
authorizing the issuance of 3,040,000 common shares under the 2003 Equity
Performance Plan (S-8) to 3 Independent Contractors for the purpose of
shareholder and corporate publicity consulting services.
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Item 7. Financial Statement and Exhibits
a) Financial Statements
Pro Forma Consolidated Financial Statements for GL Energy and
Exploration, Inc. as of December 31, 2002 (filed herewith as Exhibit
99.1)
b) Exhibits
10.1 Form of Asset Acquisition Agreement, dated as of May 29,
2003 (Previously filed with the original Form 8-K on June
13, 2003)
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: July 10, 2003
GL ENERGY AND EXPLORATION INC.
By: /s/ Donald Byers
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Name: Donald Byers
Title: President
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