-----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, TwNslCOOa8erO7odHROq+4vtSg0jWO/LKQWcIU3e4f5e6EVWKcgWOz3YPhyNb9M+ PXBJszl4hhnBVb9dz2G7rg== 0001094328-07-000083.txt : 20071218 0001094328-07-000083.hdr.sgml : 20071218 20071218163301 ACCESSION NUMBER: 0001094328-07-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071211 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAMEZNFLIX INC CENTRAL INDEX KEY: 0001099234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 541838089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29113 FILM NUMBER: 071313507 BUSINESS ADDRESS: STREET 1: 2240 SHELTER ISLAND DRIVE #202 CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 6192263536 FORMER COMPANY: FORMER CONFORMED NAME: POINT GROUP HOLDINGS INCORP DATE OF NAME CHANGE: 20030224 FORMER COMPANY: FORMER CONFORMED NAME: SYCONET COM INC DATE OF NAME CHANGE: 20000119 8-K 1 games8k121807.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 11, 2007 GAMEZNFLIX, INC (Exact Name of Company as Specified in Its Charter) Nevada 0-29113 90-0224051 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1535 Blackjack Road, Franklin, Kentucky 42134 (Address of Principal Executive Offices) (Zip Code) Company's telephone number, including area code: (270) 598-0385 Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d- 2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e- 4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Effective on December 14, Arthur De Joya resigned as chief financial officer of the Company. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On December 11, 2007, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (see Exhibit 3). This amendment, a portion of which required stockholder approval under the Company's Articles of Incorporation, as amended, did the following: (a) Authorized 10,000,000 shares of preferred stock. (b) Authorized 100,000,000 shares of Series B common stock. (c) Decrease the authorized shares of common stock to 5,000,000,000. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits. Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-B. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GameZnFlix, Inc. Dated: December 17, 2007 By: /s/ John Fleming John Fleming, CEO EXHIBIT INDEX Number Description 3 Certificate of Amendment to Articles of Incorporation, dated December 10, 2007 (filed herewith). EX-3 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: GameZnFlix, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 3 is amended to read as follows: The total number of shares of all classes which the Corporation shall have authority to issue is Five Billion One Hundred Ten Million (5,110,000,000), consisting of Five Billion (5,000,000,000) shares of common stock, par value of $0.001 per share, One Hundred Million (100,000,000) shares of Series B common stock, par value of $0.001 per share, and Ten Million (10,000,000) shares of preferred stock, par value of $0.001 per share. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 20,952,342 (61.39%)* 4. Effective date of filing (optional): _______________________________________________ (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): /s/ John Fleming John Fleming, Chief Executive Officer *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. -----END PRIVACY-ENHANCED MESSAGE-----