I do my best as far as Due Diligence is concerned and hopefully we are on the same page. I have reviewed the attached SEC filing. The new name will be GameZNflix Inc. To my understanding... there was a RB member whom decided to register the domain name GameSNflix.com Could he desie to misdirect traffic to his site? Thanks for your insight and comments. A proposal to amend the Articles of Incorporation of the Company so that the name will be changed from "Point Group Holdings, Incorporated" to "GamezNFlix, Inc."
mach
PROXY STATEMENT
Point Group Holdings, Incorporated
3744 Poe Street
San Diego, California 92107
This Proxy Statement is being furnished to certain shareholders at the direction and on behalf of the Board of Directors of Point Group Holdings, Incorporated, a Nevada corporation ("Company"), for the purpose of soliciting proxies for use in obtaining the written consent of a majority of the outstanding shares of common stock of the Company for the following actions:
To amend the Articles of Incorporation of the Company so that the name will be changed from "Point Group Holdings, Incorporated" to "GamezNFlix, Inc."
The Company's Board of Directors unanimously approved the foregoing actions on November 4, 2003.
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 November 21, 2003.
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 shareholders of the Company on or about November 20, 2003.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to vote on the Request for Written Consent is the close of business on October 31, 2003 ("Record Date"). On such date, the outstanding stock of the Company consisted of its common stock ("Common Stock"). At the Record Date shares of Common Stock were outstanding.
Each holder of Common Stock will be entitled to one vote for each share of Common Stock held by such shareholder with regard to the Written Consent, and there will be no cumulative voting right on any shares. 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 shareholders 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 matter to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial ownership of shares of the Registrant's common stock as of October 31, 2003 (414,071,449 issued and outstanding) by (i) all shareholders 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.
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 4, 2003
/s/ John Fleming
John Fleming, President
REQUEST FOR CONSENT OF SHAREHOLDERS
OF POINT GROUP HOLDINGS, INCORPORATED
FOR CORPORATE ACTION
The following matters are hereby submitted to the shareholders of Point Group Holdings, Incorporated, 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 "Point Group Holdings, Incorporated" to "GamezNFlix, 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:
3744 Poe Street, San Diego, California 92107
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 two (2) 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 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: ____________, 2003 _____________________ ______________________ (Signature of Shareholder) (Signature Of Shareholder) Printed name(s): - 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.
quote:
Originally posted by pbwizard:
machI've been watching your advise but never posted here before. PGHI is greatest stock I've seen lately. I would just like to correct one error that seems to be floating. The speeling of the new name. Everyone has been spelling it GAMEZNFLIX.COM and this is not correct. They are just advertising with domainmaster and there banner shows with every parked domain on there server. The Correct spelling is GAMESNFLIX.COM. Please rerfer to http://www.godaddy.com where they have register the new domain.
I've been in since $.0051
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