U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Company [x]
Filed by a Party other than the Company [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GAMEZNFLIX, INC.
(Name of Small Business Issuer in its charter)
___________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Company)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-
6(i)(4) 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 is 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:
PROXY STATEMENT
GameZnFlix, Inc.
1535 Blackjack Road
Franklin, Kentucky 42134
This Proxy Statement is being furnished to certain stockholders
at the direction and on behalf of the Board of Directors of
GameZnFlix, Inc., a Nevada corporation ("Company"), for the purpose
of soliciting proxies for use in obtaining the written consent of a
majority of the outstanding shares of common stock of the Company for
the following actions:
(a) To amend the Company's articles of incorporation to
authorize Ten Million (10,000,000) shares of preferred stock;
and
(b) To amend the Company's articles of incorporation to
authorize One Hundred Million (100,000,000) shares of Series B
common stock.
The Company's Board of Directors unanimously approved the
foregoing actions on September 25, 2007.
The shares represented by the proxy will be voted in the manner
specified in the Request for Written Consent. Any proxy given
pursuant to this solicitation may be revoked at any time before it is
exercised by giving written notice of such revocation to the
president of the Company, or by submitting a later dated proxy. A
revocation that is not received prior to the proxy being exercised
shall not be taken into account, and the original proxy shall be
counted. All Requests for Written Consent must be return to the
Company not later than 5:00 p.m. on Friday, October 19, 2007.
The cost of preparing, assembling and mailing this Proxy
Statement and the accompanying Request for Written Consent is being
borne by the Company. This Proxy Statement and accompanying Request
for Written Consent will be given to certain stockholders of the
Company on or about October 15, 2007.
VOTING SECURITIES
The record date of stockholders entitled to notice of and to
vote on the Request for Written Consent is the close of business on
September 25, 2007 ("Record Date"). On such date, the outstanding
stock of the Company consisted of its common stock ("Common Stock"),
31,599,061 shares of which were outstanding.
Each holder of Common Stock will be entitled to one vote for
each share of Common Stock held by such stockholder with regard to
the Written Consent, and there will be no cumulative voting right on
any shares. The signatures on the Request for Written Consent of a
majority of the shares of common stock outstanding on the record date
will constitute approval of the action to be taken by the Company.
Subsequent to receiving such written consent, the Company will file
and thereafter mail to all stockholders of record from whom the
Company did not seek such written consent a Schedule 14C Information
Statement. Pursuant to applicable Nevada law, there are no
dissenter's rights relating to the matters to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
September 25, 2007 (31,599,061 issued and outstanding) by (i) all
stockholders known to the Registrant 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
Registrant as a group. Each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by him
Title of Class Name and Address Amount and Nature Percent of
of Beneficial of Beneficial Class
Owner Owner (1)
Common Stock John Fleming 7,078,743 (2) 22.40%
1535 Blackjack Road,
Franklin, Kentucky 42134
Common Stock Arthur De Joya 4,877,143 (3) 15.43%
1535 Blackjack Road,
Franklin, Kentucky 42134
Common Stock Mark Crist 571,429 1.81%
1535 Blackjack Road,
Franklin, Kentucky 42134
Common Stock Shares of all directors and 12,527,315 39.64%
executive officers
as a group (3 persons)
(1) Except as noted below, 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.
(2) Included within this amount is an option covering 5,000
shares of common stock, exercisable from the date of grant
(December 31, 2004) at $0.007 per share (expiring on December 31, 2014).
(3) Included within this amount is an option covering 5,000 shares
of common stock, exercisable from the date of grant (December
31, 2004) at $0.007 per share (expiring on December 31, 2014).
AMENDMENTS TO ARTICLES OF INCORPORATON
Description of Securities.
(a) Stockholder Rights.
The Company's articles of incorporation authorize the issuance
of 25,000,000,000 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 stockholders may vote at all meetings of stockholders.
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 stockholders 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
25,000,000,000 shares of common stock, with, as of September 25,
2007, 31,599,061 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 Murray Holliday Road, 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:
(a) To amend Article 3 to authorize Ten Million
(10,000,000) shares of preferred stock; and
(b) To amend Article 3 to authorize One Hundred Million
(100,000,000) shares of Series B common stock.
By order of the Board of Directors
September 25, 2007
/s/John Fleming
John Fleming, Chief Executive Officer
REQUEST FOR CONSENT OF STOCKHOLDERS
OF GAMEZNFLIX, INC.
FOR CORPORATE ACTION
The following matters are hereby submitted to the stockholders of
Point Group Holdings, Incorporated, a Nevada corporation ("Company"),
for their approval and consent under the provisions of Nevada Revised
Statutes 78.390, and Article II, Section 7 of the Bylaws of the Company:
A. A proposal to amend the Company's articles of incorporation
to authorize Ten Million (10,000,000) shares of preferred stock;
and
B. A proposal to amend the Company's articles of incorporation
to authorize One Hundred Million (100,000,000) shares of Series
B common stock.
A stockholder does not have dissenter's rights of appraisal in
connection with the proposed action.
This written consent may be revoked prior to the date that the
Company receives the required number of consents to authorize the
proposed action. No revocation is effective unless in writing and
until received by the Company at its principal office located at:
1535 Blackjack Road, Franklin, Kentucky 42134.
Each stockholder must return the consent form, indicating an
affirmative or negative vote on this issue, by overnight courier to
reach the offices of the Company not later than two (2) days after
receipt thereof. If a stockholder does not return the consent form,
then his or her shares will not be counted in determining the
positive and negative votes.
I, __________________________, the undersigned owner of record of
____________shares of common stock of the Company, do hereby vote
these shares as follows with regard to the above-described proposals
(please check next to the appropriate vote):
Proposal A:
Approve: __________
Disapprove: _________
Proposal B:
Approve: __________
Disapprove: _________
Dated: ____________, 2007 _____________________ ______________________
(Signature of Stockholder) (Signature Of Stockholder)
Printed name(s): -__________________________________
Title: ___________________________________________
Note: Please sign exactly as name appears on stock certificate. All
joint owners should sign. When signing as personal representative,
executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporation
name by the president or other authorized person. If a partnership,
please sign in partnership name by a partner.