-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Et9hypoJuT+MD4ty+WNRUeUGSj5GJlq41lwRuwoxPBE940eiBCS3+FqekiwOf2Tx IaCijA21a3WBI5RNPu0eiw== 0001094328-04-000001.txt : 20040105 0001094328-04-000001.hdr.sgml : 20040105 20040105144615 ACCESSION NUMBER: 0001094328-04-000001 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040105 FILED AS OF DATE: 20040105 EFFECTIVENESS DATE: 20040105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINT GROUP HOLDINGS INCORP CENTRAL INDEX KEY: 0001099234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 541838089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-29113 FILM NUMBER: 04504011 BUSINESS ADDRESS: STREET 1: 2240 SHELTER ISLAND DRIVE #202 CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 6192263536 FORMER COMPANY: FORMER CONFORMED NAME: SYCONET COM INC DATE OF NAME CHANGE: 20000119 DEF 14C 1 pointgroup14cdef010504.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----