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:
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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 April 30, 2009 ("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 April 30, 2009:
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 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 May 19, 2009.
This Information Statement will be mailed on or about June 12,
2009 to the Company's stockholders of record as of April 30, 2009 who
were not solicited for their consent of this corporate action.
VOTING SECURITIES
The record date of stockholders who were 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
constituted approval of the action to be taken by the Company.
Pursuant to applicable Nevada law, there are no dissenter's rights
relating to the matters 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