-----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, P+JtmR5oYiuJKquRGhFuQme6FWdcWvD0U8j0hHDORFoA0/HVSppMh8O7KMToSlRx CaAJkM8x8V/f1NxqlqjS1A== 0001094328-07-000068.txt : 20070926 0001094328-07-000068.hdr.sgml : 20070926 20070926112518 ACCESSION NUMBER: 0001094328-07-000068 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070926 DATE AS OF CHANGE: 20070926 SUBJECT COMPANY: 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: 1205 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78506 FILM NUMBER: 071135771 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING JOHN CENTRAL INDEX KEY: 0001293350 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 270.776.3695 MAIL ADDRESS: STREET 1: 1535 BLACKJACK ROAD CITY: FRANKLIN STATE: KY ZIP: 42134 SC 13D 1 games13d4092507.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) GAMEZNFLIX, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36466X-20-7 (CUSIP Number) John Fleming, CEO GameZnFlix, Inc. 1535 Blackjack Road Franklin, Kentucky 42134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2007 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13C, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. 1. Names of Reporting Persons. S.S or I.R.S. Identification Nos. of Above Persons (entities only): John Fleming. 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a)__________________________________________________________________ (b)__________________________________________________________________ 3. SEC Use Only: _____________________________________________________________________ 4. Source of Funds (See Instructions): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): _____________________________________________________________________ 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 7,078,743 8. Shared Voting Power: 0 9. Sole Dispositive Power: 7,078,743 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by the Reporting Persons (combined): 7,078,743 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _______ 13. Percent of Class Represented by Amount in Row (11): 22.15% (as of September 21, 2007) 14. Type of Reporting Person: IN ITEM 1. SECURITY AND ISSUER. GameZnFlix, Inc. Common Stock, $0.001 par value 1535 Blackjack Road Franklin, Kentucky 42134 ITEM 2. IDENTITY AND BACKGROUND. (a) John Fleming (b) 1535 Blackjack Road, Franklin, Kentucky 42134 (c) Occupation: President of Issuer, which is primarily an online provider of DVD's and video games for sale and rent. (d) During the last five years, such person has not been convicted in a criminal proceeding. (e) During the last five years, such person was a not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction (f) Citizenship: United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 21, 2007, the Issuer issued shares of common stock to Mr. Fleming in connection with the transaction described in Item 6 below. ITEM 4. PURPOSE OF TRANSACTION. See Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 7,087,743 shares owned by Mr. Fleming under the beneficial ownership rules of the Securities and Exchange Commission. This amount represents, as of September 21, 2007, 22.15% of the outstanding common stock of the Issuer. (b) Mr. Fleming has sole voting and dispositive power with respect to 7,087,743 shares reported. (c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less: On September 21, 2007, the Issuer issued 6,952,343 shares of common stock to Mr. Fleming. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: approximately October 31, 2005. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Shares of common stock issued under the Issuer's 2007 Stock and Option Plan covering 6,952,343 shares of common stock in payment for services rendered by Mr. Fleming to the Issuer as Chief Executive Officer and a director valued at $121,666 ($0.0175 per share), as approved by the Issuer's board of directors. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Issuer's 2007 Stock and Option Plan, dated February 1, 2007 (incorporated by reference to Exhibit 4 of the Form S-8 filed on February 14, 2007). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the above information set forth in this statement is true, complete and correct. John Fleming Date: September 25, 2007 /s/ John Fleming -----END PRIVACY-ENHANCED MESSAGE-----