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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GAMEZNFLIX, INC.
(Name of Company 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 beneficial owners of the shares of common stock of the
Company for amending the Company's articles of incorporation as follows:
Article I of the Articles of Incorporation is amended, in part, to read:
"The name of this corporation is "TBC Global News Network, Inc."
The Company's Board of Directors unanimously approved the
foregoing proposal on April 30, 2009.
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, May 22, 2009.
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 May 18, 2009.
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
April 30, 2009 ("Record Date"). On such date, the outstanding stock
of the Company consisted of 828,880 shares of common stock, par value
$0.001, of the Company ("Common Stock"). Each share of Common Stock
is entitled to one vote.
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 Company's common stock as of
April 30, 2009 (828,880 issued and outstanding) by (i) all
stockholders 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. Each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by him
Title of Name and Address of Amount and Nature Percent of
Class Beneficial Owner of Beneficial Class
Owner (1)
Common Stock John Fleming 500,708 (2) 60.41%
1535 Blackjack Road,
Franklin, Kentucky 42134
Common Stock Mark Crist 100,000 12.06%
1535 Blackjack Road,
Franklin, Kentucky 42134
Common Stock Shares of all directors and 600,708 72.47%
executive officers as a group (2
persons)
(1) 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.
Applicable percentage ownership of common stock is based on
828,880 shares issued and outstanding on April 30, 2009 divided
into the total common stock for each beneficial owner.
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock subject to options or
convertible or exchangeable into such shares of common stock
held by that person that are currently exercisable, or
exercisable within 60 days, are included.
(2) Included within this amount is an option covering 1 share
of common stock, exercisable from the date of grant (December
31, 2004) at $0.007 per share (expiring on December 31, 2014)
(changed from an option for 5,000,000 shares as a result of the
1 for 1,000 reverse split of the common stock on September 6,
2007 and a 1 for 10,000 reverse split of the common stock on
April 9, 2009).
AMENDMENT TO ARTICLES OF INCORPORATON
Description of Securities.
(a) Shareholder Rights.
The Company's articles of incorporation authorize the issuance
of 5,000,000,000 shares of Common Stock, with a par value of $0.001.
The holders of the shares of Common Stock:
- 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 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 Common Stock.
The Company's authorized capital stock consists of 5,000,000,000
shares of Common Stock, with, as of April 30, 2009, 828,880 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 so that:
The name of the Company will be changed from "GameZnFlix, Inc."
to "TBC Global News Network, Inc."
By order of the Board of Directors
April 30, 2009
/s/ John Fleming
John Fleming, Secretary
REQUEST FOR CONSENT OF STOCKHOLDERS
OF GAMEZNFLIX, INC.
FOR CORPORATE ACTION
The following matters are hereby submitted to the stockholders of
GameZnFlix, Inc., 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 proposal to amend the Articles of Incorporation of the Company
so that the name will be changed from "GameZnFlix, Inc." to "TBC
Global News Network, Inc."
A shareholder 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 shareholder 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 four (4) days after
receipt thereof. If a shareholder 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 beneficial
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):
Approve: __________
Disapprove: _________
Dated: ____________, 2009 ____________________________
(Signature of Stockholder)
Printed name: ___________________
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.