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Re: DonsHub post# 120031

Tuesday, 03/21/2006 12:02:15 PM

Tuesday, March 21, 2006 12:02:15 PM

Post# of 286279
DonsHub, I will answer because you asked. Bottom line is we need major news before this happens.

They (GZFX) sold 6 million dollars worth at this level and below for cash. The lower the price, the more shares.

Get it ?? They can just print more shares to bring in the same amount of cash. All the while getting their 200 thousand dollar salaries with "consulting fees" and more stock.

They then Authorized half a billion more for insiders. They will sell at any level to get cash for operations.

Pick your poison. Shares to market by GZFX or Golden Gate conversion schedule below.

* GZFX MUST have enough A/S's to cover the conversion schedule if executed.

g) Adjustable Conversion Price Feature of Debentures Could Require the Issuance of Greater Number of Shares.

The Company's obligation to issue shares upon conversion of the convertible debentures to Golden Gate Investors, Inc. (see Liquidity and Capital Resources, below) is essentially limitless. The following is an example of the amount of shares of GameZnFlix common stock that are issuable upon conversion of the convertible debentures (excluding accrued interest), based on market prices 25%, 50% and 75% below the market price as of November 10, 2005 of approximately $0.01:


Number % of
% Below Price Per With Discount of Shares Outstanding
Market Share at 18% Issuable Stock

25% $0.0075 $0.0060 2,735,000,000 73.90%

50% $0.0050 $0.0040 4,110,000,000 80.97%

75% $0.0025 $0.0020 8,235,000,000 89.50%




As illustrated, the number of shares of common stock issuable upon conversion of the convertible debentures will increase if the market price of the stock declines, which will cause dilution to the existing stockholders.

(h) Adjustable Conversion Price Feature of Debentures May Encourage Short Sales.

The convertible debentures issued to Golden Gate Investors, Inc. are convertible into shares of Company common stock at an 18% discount to the trading price of the common stock prior to the conversion. The significant downward pressure on the price of the common stock as the selling stockholder converts and sells material amounts of common stock could encourage short sales by investors. This could place further downward pressure on the price of the common stock. The selling stockholder could sell common stock into the market in anticipation of covering the short sale by converting their securities, which could cause the further downward pressure on the stock price. In addition, not only the sale of shares issued upon conversion or exercise of debentures, warrants and options, but also the mere perception that these sales could occur, may adversely affect the market price of the common stock.

(i) Issuance of Shares upon Conversion of Debentures and Exercise of Warrants.

The issuance of shares upon conversion of the convertible debentures issued to Golden Gate Investors, Inc. and exercise of warrants may result in substantial dilution to the interests of other stockholders since the selling stockholder may ultimately convert and sell the full amount issuable on conversion. Although the selling stockholder may not convert their convertible debentures and/or exercise its warrants if such conversion or exercise would cause them to own more than 9.9% of Company outstanding common stock, this restriction does not prevent the selling stockholder from converting and/or exercising some of its holdings and then converting the rest of its holdings. In this way, the selling stockholder could sell more than this limit while never holding more than this limit. There is no upper limit on the number of shares that may be issued which may have the effect of further diluting the proportionate equity interest and voting power of holders of the common stock.

(j) If Stock Price Declines, the Company May Be Required to File A Subsequent Registration.