U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14(a)-6(e)(2))
[x] Definitive Information Statement
POINT GROUP HOLDINGS, INCORPORATED
(Name of the Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
______________________________________________________________
2. Aggregate number of securities to which transaction
applies:
______________________________________________________________
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________________
4. Proposed aggregate offering price:
______________________________________________________________
5. Total fee paid:
______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount previously paid:
________________________________________________________________
2. Form, schedule, or registration statement number:
________________________________________________________________
3. Filing party:
________________________________________________________________
4. Date filed:
________________________________________________________________
Notes:
INFORMATION STATEMENT
Point Group Holdings, Incorporated
3744 Poe Street
San Diego, California 92107
We Are Not Asking You for a Proxy and You Are
Requested Not To Send Us a Proxy
This Information Statement is furnished at the direction
and on behalf of the Board of Directors of Point Group Holdings,
Incorporated, a Nevada corporation ("Company"), to the holders
of record of the Company's outstanding common stock, par value
$0.001 per share ("Common Stock"), at the close of business on
October 31, 2003 ("Record Date") that were not solicited by the
Company, pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended.
The Company's Board of Directors has previously unanimously
approved a proposal to amend the Articles of Incorporation of
the Company to change the name of the Company to "GamezNFlix,
Inc." The Company has received the consent of a majority of the
outstanding shares of Common Stock of the Company for this
corporate action under a definitive Proxy Statement filed on
November 20, 2003.
This Information Statement will be sent on or about
December 15, 2003 to the Company's stockholders of record who
have not been solicited for their consent of this corporate action.
VOTING SECURITIES
The record date of shareholders entitled to receive notice
of this corporate action by the Company is the close of business
on the Record Date. On the Record Date, the Company had issued
and outstanding 414,071,449 shares of Common Stock. Each share
was entitled to one vote per share on any matter that may
properly come before the shareholders and there is no cumulative
voting right on any shares. Pursuant to applicable Nevada,
there are no dissenter's or appraisal rights relating to the
matter voted on.
The matter voted on required an affirmative vote of a
majority of the issued and outstanding shares of Common Stock of
the Company. The Company has solicited and received written
consent of a majority of such shares.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of the Record Date (414,071,449 issued and outstanding) by (i)
all shareholders known to the Company to be beneficial owners of
more than 5% of the outstanding Common Stock; (ii) each director
and executive officer; and (iii) all officers and directors of
the Company as a group.
Title of Class Name and Address Amount and Nature Percent of
of Beneficial of Beneficial Class
Owner (1) Owner (2)
Common Stock John Fleming 131,320,000 31.71%
2240 Shelter Island Drive
Suite 202
San Diego, CA 92106
Common Stock I. Matt Sawaqed 32,320,000 7.81%
2240 Shelter Island Drive
Suite 202
San Diego, CA 92106
Common Stock Mark Crist 1,750,000 0.004%
2240 Shelter Island Drive
Suite 202
San Diego, CA 92106
Common Stock Shares of all directors and 165,390,000 39.94%
executive officers as a group
(3 persons)
(1) Except as noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them.
(2) None of these security holders has the right to acquire any
amount of the shares within sixty days from options, warrants,
rights, conversion privilege, or similar obligations.
AMENDMENT TO ARTICLES OF INCORPORATON
Description of Securities.
(a) Shareholder Rights.
The Company's articles of incorporation authorize the
issuance of 900,000,000 shares of common stock, with a par value
of $0.001. The holders of the shares:
- have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the board
of directors of the company
- are entitled to share ratably in all of the assets of the
company available for distribution upon winding up of the
affairs of the company
- are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of
shareholders.
These securities do not have any of the following rights:
- special voting rights
- preference as to dividends or interest
- preemptive rights to purchase in new issues of shares
- preference upon liquidation
- any other special rights or preferences.
In addition, the shares are not convertible into any other
security. There are no restrictions on dividends under any
loan, financing arrangements or otherwise.
(b) Non-Cumulative Voting.
The holders of shares of common stock of the company do not
have cumulative voting rights, which means that the holders of
more than 50% of such outstanding shares, voting for the
election of directors, can elect all of the directors to be
elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of the company's
directors.
(c) Dividends.
The Company does not currently intend to pay cash
dividends. Because the Company does not intend to make cash
distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, or can there
be any guarantees of the success of the Company.
A distribution of revenues will be made only when, in the
judgment of the Company's board of directors, it is in the best
interest of its stockholders to do so. The board of directors
will review, among other things, the financial status of the
company and any future cash needs of the Company in making its
decision.
(d) Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Company's authorized capital stock consists of
900,000,000 shares of common stock, with, as of October 31,
2003, 414,071,449 shares outstanding. One effect of the
existence of authorized but unissued capital stock may be to
enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the company by means
of a merger, tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interests, such
shares could be issued by the Board of Directors without
stockholder approval in one or more private placements or other
transactions that might prevent, or render more difficult or
costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent
stockholder or stockholder group, by creating a substantial
voting block in institutional or other hands that might
undertake to support the position of the incumbent board of
directors, by effecting an acquisition that might complicate or
preclude the takeover, or otherwise.
(e) Transfer Agent.
The company has engaged the services of Interwest Transfer
Co., Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah
84117, to act as transfer agent and registrar.
Amendment of Articles of Incorporation.
The corporate action to be taken consists of the Company
filing a Certificate of Amendment of Articles of Incorporation
so that:
The name of the Company will be changed from "Point Group
Holdings, Incorporated" to "GamezNFlix, Inc."
By order of the Board of Directors
November 21, 2003
/s/ John Fleming
John Fleming, President