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:
[x ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[ ] Definitive Information Statement
GAMEZNFLIX, INC.
(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:
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3. Filing party:
_____________________________________________________________________
4. Date filed:
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Notes:
INFORMATION STATEMENT
GameZnFlix, Inc.
1535 Blackjack Road
Franklin, Kentucky 42134
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 GameZnFlix, Inc., 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 September 25, 2007 ("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 unanimously approved the
following actions on September 25, 2007:
(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 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 October 16, 2007.
This Information Statement will be sent on or about October 29,
2007 to the Company's stockholders of record as of September 25, 2007
who have not been solicited for their consent of this corporate
action.
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. On such date, the outstanding stock of the
Company consisted of its Common Stock, 31,599,061 shares of which
were outstanding. 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 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