Unknown_factor, the public is aware of GZFX selling shares for cash following the end of the quarter. They did it to the tune of 2 billion shares last Q. (in the filing) This is where the 6 million came from in the filing.
It is also why money should be spent responsibly. GZFX sees an ATM, but shareholders should get answers to how much was spent on each venture. You want them to Stop selling shares for cash. How much cash is ever enough ??
And shareholders have this new filing to look forward to. So the Q share numbers mean little as GZFX has some major dilution after march 31. This cannot be good, as people buy on a forecast. The number can only go to the A/S number at that time. JF timed it so that he has time before most of it shows.
Remember, GG is 18% in the money, so they sell regardless of other factors. They are ALLOWED to SHORT GXFX. So much of the action is a result of them making money on a trading range. See past posts for how PP companies make money moving the stock in each direction. GG has this reputation. Check into it.
The Agreement should have taken out the SHORT SALE clause to avoid the manipulation by the same company funding the company. There are many Google articles on Private Placement companies and falling stock prices should you want to do some dd.
GZFX -- GameznFlix, Inc.
Com ($0.001)
As filed with the Securities and
Exchange Commission on
March 30, 2006
An Exhibit List can be found on
Page II-11.
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GAMEZNFLIX, INC.
(Name of small business issuer in its charter)
Nevada 454111 90-0224051
(State or other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
1535 Blackjack Road
Franklin, Kentucky 42134
270-598-0385
(Address and telephone number of principal executive offices and
principal place of business)
John Fleming, Chief Executive Officer
GAMEZNFLIX, INC.
1535 Blackjack Road
Franklin, Kentucky 42134
270-598-0385
(Name, address and telephone number of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Stephen M. Fleming, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Flr.
New York, New York 10018
(212) 930-9700
(212) 930-9725 (fax)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. _________
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
Class of Registered(1) Maximum Maximum Registration
Securities to Offering Price Aggregate Fee
Be Registered Per Share Offering
Price
Common stock
issuable upon
conversion of
debentures
5,816,096,751(2) $.01(3) $58,160,967.51 $6,223.22
Common Stock
issuable upon
exercise of
warrants 20,339,100(4) $1.09(5) $22,169,619.00 $2,372.15
Total 5,836,435,851 $8,595.37
(1) Includes shares of our common stock, par value $0.001 per share, which may be offered pursuant to this registration statement, which shares are issuable upon conversion of convertible debentures and the exercise of warrants held by the selling stockholder. In addition to the shares set forth in the table, the amount to be registered includes a good faith estimate of the number of shares issuable upon conversion of the debentures. The amount to be registered also includes shares of common stock issuable upon exercise of the warrants, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. Should the conversion ratio of our convertible debentures result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. In addition, should a decrease in the exercise price as a result of an issuance or sale of shares below the then current market price, result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary.
Quit diverting to the poster. Let's discuss this as I have done above.
What sparked the 50 % immediate selloff the last 10K ? Will this happen again? Or is the dilution and low sub count now expected?
Let's discuss. Many holders are expecting higher sub numbers than will come in, imo. That is why I feel it will sell off again.
